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                                                                   Exhibit 10.17

                          WEIGHT WATCHERS SAVINGS PLAN

                                  OCTOBER 1999

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                          WEIGHT WATCHERS SAVINGS PLAN

                                TABLE OF CONTENTS

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Article I:  Introduction......................................................1
   1.01 Name..................................................................1
   1.02 Purpose...............................................................1
   1.03 Status Under Code.....................................................1
   1.04 Effective Date........................................................1

Article II:  Definitions......................................................2
   2.01 Defined Terms.........................................................2
   2.02 Account(s)............................................................2
   2.03 Affiliate.............................................................2
   2.04 After Tax Account.....................................................2
   2.05 After Tax Contributions...............................................2
   2.06 Alternate Payee.......................................................2
   2.07 Annual Additions......................................................2
   2.08 Beneficiary...........................................................3
   2.09 Board of Directors....................................................3
   2.10 Break in Service......................................................3
   2.11 Code..................................................................4
   2.12 Committee.............................................................4
   2.13 Compensation..........................................................4
   2.14 Compensation Limit....................................................4
   2.15 Continuous Membership.................................................4
   2.16 Disability............................................................4
   2.17 Discharge Without Cause...............................................5
   2.18 Eligibility Computation Period........................................5
   2.19 Eligible Earnings.....................................................5
   2.20 Eligible Retirement Plan..............................................5
   2.21 Eligible Rollover Distribution........................................5
   2.22 Employee..............................................................5
   2.23 Employer..............................................................6
   2.24 Employment Commencement Date..........................................7
   2.25 ERISA.................................................................7
   2.26 Fair Market Value.....................................................7
   2.27 Fund or Investment Fund(s)............................................7
   2.28 Highly Compensated Employee...........................................7
   2.29 Hour of Service.......................................................8
   2.30 Investment Committee..................................................8
   2.31 Key Employee..........................................................8
   2.32 Leased Employee.......................................................8

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                          WEIGHT WATCHERS SAVINGS PLAN

                                TABLE OF CONTENTS

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   2.33 Matching Account......................................................9
   2.34 Matching Contributions................................................9
   2.35 Member................................................................9
   2.36 Payroll Period........................................................9
   2.37 Period of Service.....................................................9
   2.38 Period of Severance...................................................9
   2.39 Plan..................................................................9
   2.40 Plan Year.............................................................9
   2.41 Profit Sharing Contribution...........................................9
   2.42 Profit Sharing Contribution Account...................................9
   2.43 Qualified Domestic Relations Order....................................9
   2.44 Qualified Nonelective Contributions..................................10
   2.45 Retired Member.......................................................10
   2.46 Retirement...........................................................10
   2.47 Rollover Account.....................................................10
   2.48 Rollover Contributions...............................................10
   2.49 Salaried Employee....................................................10
   2.50 Service..............................................................10
   2.51 Severance from Service Date..........................................10
   2.52 Stock Account........................................................11
   2.53 Stock Fund...........................................................11
   2.54 Tax Deferred Account.................................................11
   2.55 Tax Deferred Contributions...........................................11
   2.56 Trust Agreement......................................................11
   2.57 Trust Fund...........................................................11
   2.58 Trustee..............................................................11
   2.59 Valuation Date.......................................................11

Article III:  Membership.....................................................12
   3.01 Eligibility and Enrollment...........................................12
   3.02 Cessation of Membership..............................................12
   3.03 Cessation and Resumption of Employment Status........................12
   3.04 Military Service.....................................................13

Article IV:  Contributions...................................................14
   4.01 Profit Sharing Contributions.........................................14
   4.02 Tax Deferred Contributions...........................................14
   4.03 Change in Tax Deferred Contributions.................................17
   4.04 Suspension of Tax Deferred Contributions.............................17
   4.05 Limitation on Tax Deferred Contributions.............................17

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                          WEIGHT WATCHERS SAVINGS PLAN

                                TABLE OF CONTENTS


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   4.06 Matching Contributions...............................................19
   4.07 Rollover Contributions...............................................20
   4.08 Limitation Based on Contribution Percentage..........................20
   4.09 Allocation to Member Accounts........................................22
   4.10 Maximum Annual Additions.............................................23
   4.11 Participation in Other Plans.........................................24
   4.12 Aggregate Limit......................................................24
   4.13 Return of Contributions..............................................25

Article V:  Eligibility for Benefits.........................................26
   5.01 Vesting..............................................................26
   5.02 Retirement...........................................................26
   5.03 Death................................................................26
   5.04 Disability...........................................................26
   5.05 Discharge Without Cause..............................................26
   5.06 Other Termination of Employment......................................26
   5.07 Application of Forfeitures...........................................27

Article VI:  Withdrawals.....................................................28
   6.01 In General...........................................................28
   6.02 After Tax Account and Rollover Account...............................28
   6.03 Matching Account.....................................................28
   6.04 Tax Deferred Account.................................................28
   6.05 Profit Sharing Contribution Account..................................29
   6.06 Hardship Withdrawal..................................................29
   6.07 Additional Withdrawal Rules..........................................30

Article VII:  Accounts.......................................................32
   7.01 Member Accounts......................................................32
   7.02 Periodic Statements..................................................32

Article VIII:  Distributions.................................................33
   8.01 In General...........................................................33
   8.02 Methods of  Distribution.............................................34
   8.03 Medium of Payment....................................................35
   8.04 Timing of Distributions..............................................35
   8.05 Valuation............................................................36
   8.06 Written Explanation..................................................36

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                          WEIGHT WATCHERS SAVINGS PLAN

                                TABLE OF CONTENTS


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Article IX:  Trust Fund......................................................38
   9.01 Trustee and Trust Agreement..........................................38
   9.02 Expenses.............................................................38
   9.03 Investment Funds.....................................................38
   9.04 Investment Elections by Members......................................39
   9.05 Investment Election Changes..........................................39
   9.06 Reallocation Among Funds.............................................39
   9.07 Transferred Amounts..................................................40
   9.08 Interim Investment Fund..............................................40
   9.09 Member Loans.........................................................40
   9.10 Loan Requirements....................................................41

Article X:  Administration...................................................45
   10.01 The Committee.......................................................45
   10.02 Powers..............................................................45
   10.03 Quorum and Committee Actions........................................46
   10.04 Insufficient Information............................................46
   10.05 Investment Committee................................................47
   10.06 Liability Insurance and Indemnification.............................47
   10.07 Qualified Domestic Relations Orders.................................47
   10.08 Fiduciary Standard..................................................47
   10.09 Facility of Payment.................................................48
   10.10 Valuation Dates.....................................................48

Article XI:  Amendment, Termination, and Merger..............................49
   11.01 Right to Terminate or Amend.........................................49
   11.02 Termination Procedures..............................................49
   11.03 Merger, Consolidation, or Transfer of Plan Assets...................50

Article XII:  General Provisions.............................................51
   12.01 Uniform Administration..............................................51
   12.02 Source of Payment...................................................51
   12.03 No Right to Employment..............................................51
   12.04 Benefits Not Assignable.............................................51
   12.05 Laws Applicable.....................................................51
   12.06 Election Procedures.................................................51
   12.07 Top-Heavy Requirements..............................................52
   12.08 Gender and Number...................................................53
   12.09 Interpretations Relating to Alternate Payees........................53

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                          WEIGHT WATCHERS SAVINGS PLAN

                                TABLE OF CONTENTS


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Article XIII:  Claims Procedure..............................................54
   13.01 Application for Payment.............................................54
   13.02 Disposition of Claim................................................54
   13.03 Appeals.............................................................54
   13.04 Committee Decision Final............................................54

Article XIV:  Signature......................................................55





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                          WEIGHT WATCHERS SAVINGS PLAN

                             ARTICLE I: INTRODUCTION

1.01     NAME.

         This Plan shall be known as the Weight Watchers Savings Plan (the
         "Plan").

1.02     PURPOSE.

         The purpose of the Plan is to assure a competitive compensation program
         for Employees by establishing a retirement plan which combines monthly
         Employer contributions for the account of each eligible Employee with a
         formal savings program under which Employees may elect to have tax
         deferred savings supplemented by matching amounts derived from Employer
         contributions. The Plan provides an additional incentive for the
         Employees to remain in the employ of the Employer.

1.03     STATUS UNDER CODE.

         This Plan is intended to be a qualified plan under section 401(a) of
         the Code. The Plan as a whole is designed to qualify as a
         profit-sharing plan, provided that Employer contributions shall be made
         to the Plan without regard to current or accumulated earnings and
         profits. The provisions of the Plan concerning Tax Deferred
         Contributions are intended to constitute a cash or deferred arrangement
         under section 401(k) of the Code.

1.04     EFFECTIVE DATE.

         The Plan is effective October 3, 1999.

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                             ARTICLE II: DEFINITIONS

2.01     DEFINED TERMS.

         Unless otherwise required by the context, the terms used herein shall
         have the meanings set forth in this Article II.

2.02     ACCOUNT(S).

         Account(s) shall mean the Tax Deferred Account, the Matching Account,
         the After Tax Account, the Profit Sharing Contribution Account and/or

         the Rollover Account.

2.03     AFFILIATE.

         Affiliate shall mean any corporation which is a member of a controlled
         group of corporations (within the meaning of section 414(b) of the
         Code), which also includes as a member the Employer, a trade or
         business under common control (within the meaning of section 414(c) of
         the Code) with the Employer, any organization (whether or not
         incorporated) which is a member of an affiliated service group (within
         the meaning of section 414(m) of the Code) which includes the Employer
         and any other organization or arrangement to the extent aggregation is
         required pursuant to section 414(o) of the Code. For purposes of
         paragraph 4.10 only, the definitions in sections 414(b) and (c) of the
         Code shall be modified as provided in section 415(h) of the Code.

2.04     AFTER TAX ACCOUNT

         After Tax Account shall mean the account into which were credited After
         Tax Contributions, and earnings attributable thereto.

2.05     AFTER TAX CONTRIBUTIONS

         After Tax Contributions shall mean contributions made by a Member,
         prior to the effective date of the Plan, under either the H.J. Heinz
         Company Employees Retirement and Savings Plan or the H.J. Heinz Company
         SAVER Plan, and which, subsequent to the effective date of the Plan,
         are credited to the Member's After Tax Account.

2.06     ALTERNATE PAYEE

         Alternate Payee shall mean a person designated to receive payments or
         distributions pursuant to a Qualified Domestic Relations Order.

2.07     ANNUAL ADDITIONS

         Annual Additions shall mean, for any calendar year, the sum of:

         (a)      the Employer contributions (including Tax Deferred
                  Contributions) made on behalf of the Member for such calendar
                  year; and


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         (b)      Forfeitures, if applicable,

         that have been allocated to the Member's Accounts under this Plan or
         his accounts under any other qualified defined contribution plan
         sponsored by the Employer. For purposes of this paragraph, any Tax
         Deferred Contributions distributed under the provisions of paragraph
         4.05 and any Matching Contributions which may have been distributed or
         forfeited under the provisions of paragraphs 4.02, 4.05, or 4.10 shall
         be included in the Annual Addition for the year allocated.

2.08     BENEFICIARY

         Beneficiary shall mean any person or persons (natural or otherwise)
         designated by a Member, in accordance with procedures prescribed by the
         Committee, to receive benefits payable in the event of the death of the
         Member. If a married Member designates a Beneficiary who is other than
         his spouse, then such designation must be consented to and signed by
         both the Member and his spouse and witnessed by a Plan representative
         or notary public, unless such requirement is waived because it is
         established in accordance with procedures prescribed by the Committee
         that there is no spouse, the spouse cannot be located, the spouse is
         legally incompetent (in which case the consent of the legal guardian is
         required), the Member is legally separated or has been abandoned by his
         spouse (as determined according to local law), or for such other
         reasons as may be prescribed by applicable regulations. If no such
         designation is in effect at the time of death of the Member, or the
         person(s) so designated do not survive the Member, the Beneficiary
         shall be deemed to be the Member's surviving spouse, if any; otherwise
         the Beneficiary shall be the estate of the Member. A Member may change
         his Beneficiary at any time, provided that the spousal consent
         requirements above are fulfilled, if applicable.

2.09     BOARD OF DIRECTORS

         Board of Directors shall mean the Board of Directors of Weight Watchers
         International or the Executive Committee of such Board.

2.10     BREAK IN SERVICE

         Break in Service shall mean a Period of Severance of 12 consecutive
         months or longer. Notwithstanding the foregoing, if an Employee's
         service is terminated or if the Employee is otherwise absent from work
         due to the Employee's pregnancy, birth of the Employee's child,
         placement of a child with the Employee in connection with the adoption
         by the Employee of that child or for purposes of caring for that child
         for a period following the birth or placement, a Break in Service shall
         occur only if the Employee is not reemployed or does not return to
         active service prior to the second anniversary of the Employee's
         Severance from Service Date; and provided

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         further that the first year of such absence, measured from his
         Severance from Service Date, shall not be considered in determining a
         Member's "period of Break in Service" for purposes of paragraphs 2.50
         and 5.06.

2.11     CODE

         Code shall mean the Internal Revenue Code of 1986, as amended from time
         to time.

2.12     COMMITTEE

         Committee shall mean the committee appointed by the Board of Directors
         or such other committee or board as the Board of Directors may
         subsequently designate as being responsible for the general
         administration of the Plan.

2.13     COMPENSATION

         Compensation shall mean the Employee's total salary, wages, fees and
         other remuneration received in the Plan Year for personal services
         actually rendered in the course of employment with the Employers,
         including, but not by way of limitation, bonuses, overtime payments and
         commissions, and shall exclude deferred compensation, stock options and
         other distributions which receive special tax benefits under the Code,
         all such inclusions and exclusions to be determined consistently with
         Treasury Regulation section 1.415-2(d), which is hereby incorporated by
         reference. Except as otherwise provided, compensation shall be
         determined after any reduction of Eligible Earnings pursuant to
         paragraph 4.02 and after any pre-tax contributions under a cafeteria
         plan under section 125 of the Code.

2.14     COMPENSATION LIMIT

         Compensation Limit shall mean $160,000, as adjusted pursuant to
         sections 401(a)(17) and 415(d) of the Code.

2.15     CONTINUOUS MEMBERSHIP

         Continuous Membership shall mean any uninterrupted period during which
         an Employee has been a Member of the Plan, including any periods of
         suspension of contributions so long as there is a balance in his
         Accounts.

2.16     DISABILITY

         Disability shall mean a physical or mental condition of a Member that,
         based on satisfactory medical evidence acceptable to the Committee, is
         believed to be permanent and to render the Member unfit to perform
         duties for the Employer.


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2.17     DISCHARGE WITHOUT CAUSE

         Discharge without cause shall mean involuntary termination of
         employment with the Employer because of job elimination, plant shutdown
         or permanent layoff in connection with a reduction in force.

2.18     ELIGIBILITY COMPUTATION PERIOD

         Eligibility Computation Period shall mean the 12 consecutive month
         period beginning on an individual's Employment Commencement Date and
         the 12 consecutive month period beginning on the first day of the Plan
         Year commencing after the Employment Commencement Date.

2.19     ELIGIBLE EARNINGS

         Eligible Earnings shall mean all cash remuneration payable to an
         Employee before payroll withholding, including sales incentive payments
         and bonuses, but excluding hiring, retention and referral bonuses,
         short-term housing relocation allowances, overseas allowances amounts
         received by the Member under long term incentive plans or amounts
         previously deferred, severance payments, Employer contributions under
         welfare or retirement programs, all classroom and related meeting pay
         for Salaried Employees, suggestion system awards and prizes,
         reimbursements for business, travel, or entertainment expenses incurred
         by the Member and not reported as wages for federal tax purposes, and
         any amounts designated as a "Vacation Bonus" relating to the number of
         meetings facilitated by an Employee working in the field. Any amounts
         by which an Employee's cash compensation is reduced at the Employee's
         election pursuant to plans maintained by the Employer which are
         described in section 125 of the Code or section 401(k) of the Code
         shall be included, but cash or other benefits payable to the Employee
         from such plans shall be excluded. In all cases of doubt as to
         determination of Eligible Earnings, the decision of the Committee shall
         be final.

2.20     ELIGIBLE RETIREMENT PLAN

         Eligible Retirement Plan shall have the meaning set forth in section
         401(a)(31)(D) of the Code.

2.21     ELIGIBLE ROLLOVER DISTRIBUTION

         Eligible Rollover Distribution shall have the meaning set forth in
         section 401(a)(31)(D) of the Code.

2.22     EMPLOYEE

         Employee shall mean any person employed by an Employer who receives a
         regular stated compensation from the Employer other than a pension,
         retainer or fee under contract, provided that such term shall not
         include:


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         (a)      a person who is a nonresident alien, unless such person
                  receives remuneration from the Employer that is considered to
                  be U.S.-source income;

         (b)      A person whose compensation is established under a collective
                  bargaining agreement, unless such agreement specifically
                  provides for membership in the Plan;

         (c)      A Leased Employee, provided that if a person who originally
                  performs services for the Employer as a Leased Employee (or in
                  a status which would be that of a Leased Employee if such
                  services had been on a substantially full time basis for a
                  period of at least one year) becomes an Employee, or in the
                  event an Employee becomes employed by the Employer as a Leased
                  Employee, any service rendered with the Employer as a Leased
                  Employee (or in a status which would be that of a Leased
                  Employee if such services had been on a substantially full
                  time basis for a period of at least one year) shall be counted
                  in determining (i) eligibility under paragraph 3.01 (except
                  that he shall not by reason of that status be eligible to
                  become a Member) and (ii) Continuous Membership and years of
                  Service for vesting under paragraph 5.01.

         (d)      However, "Employee" shall exclude any individual retained by
                  an Employer to perform services for the Employer (for either a
                  definite or indefinite duration) and is characterized thereby
                  as a fee-for-service worker or independent contractor or in a
                  similar capacity (rather than in the capacity of an employee),
                  regardless of such individual's status under common law,
                  including, without limitation, any such individual who is or
                  has been determined by a third party, including, without
                  limitation, a government agency or board or court or
                  arbitrator, to be an employee of the Employer for any purpose,
                  including, without limitation, for purposes of any employee
                  benefit plan of the Employer (including this Plan) or for
                  purposes of federal, state or local tax withholding,
                  employment tax or employment law.

Notwithstanding the foregoing, a Member while in receipt of disability income
payments under a long-term disability program sponsored by the employer shall be
treated as an Employee until the date he ceases to be eligible for payments
under such program or until age 65 or his earlier Retirement or termination of
Employee status.

2.23     EMPLOYER

         Employer shall mean, as the case may be, Weight Watchers International
         and any Affiliate of Weight Watchers International that adopts the
         plan.


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2.24     EMPLOYMENT COMMENCEMENT DATE

         Employment Commencement Date shall mean the first day of any period for
         which a person is paid or entitled to payment for performance of duties
         for the Employer or an Affiliate; provided, however, the Employment
         Commencement Date of any person employed by an Affiliate may not be
         earlier than the date the Affiliate becomes such as described in
         paragraph 2.03, except as otherwise directed by the Board of Directors
         or required by law.

2.25     ERISA

         ERISA shall mean the Employee Retirement Income Security Act of 1974,
         as amended form time to time.

2.26     FAIR MARKET VALUE

         Fair Market Value as of a particular date with respect to stock of the
         H.J. Heinz Company shall mean the closing price per share on such date
         (or, if such date is not a business day, the first business day
         immediately preceding such date) on the New York Stock Exchange.

2.27     FUND OR INVESTMENT FUND(S).

         Fund or Investment Fund(s) shall mean one or more of the funds in which
         Member and Employer contributions to the Plan are invested in
         accordance with Article IX.

2.28     HIGHLY COMPENSATED EMPLOYEE

         Highly Compensated Employee shall mean, for tax years beginning after
         December 31, 1996, an individual determined in accordance with section
         414(q) of the Code, and with such rules and regulations as shall be
         promulgated by the Internal Revenue Service pursuant to such section,
         and shall mean an Employee who:

         (i)      was a 5% owner (as defined in section 416(i)(1) of the Code)
                  with respect to an Employer or an Affiliate during the Plan
                  Year being tested or the preceding Plan Year, or

         (ii)     earned more than $80,000 of Section 414(q) compensation (as
                  defined in section 414(q)(4) of the Code) in the preceding
                  Plan Year; provided however, the $80,000 amount is subject to
                  adjustment as provided under section 415 of the Code, except
                  that the base period shall be the calendar quarter ending
                  September 30, 1996.

         For purposes of the this provision, a former Employee shall be treated
         as a Highly Compensated Employee if such former Employee was a Highly
         Compensated Employee when such former Employee separated from service,

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         or such former Employee was a Highly Compensated Employee at any time
         after attaining age 55.

2.29     HOUR OF SERVICE

         Hour of Service shall mean, with respect to any Eligibility Computation
         Period:

         (a)      each hour for which a person is paid or entitled to payment
                  for the performance of duties for the Employer or an
                  Affiliate;

         (b)      each hour for which a person is paid or entitled to payment by
                  the Employer or an Affiliate directly or indirectly, on
                  account of a period during which no duties are performed,
                  whether or not the employment relationship has terminated due
                  to vacation, holiday, illness, incapacity (including
                  disability), layoff, jury duty, military duty or leave of
                  absence, but not in excess of 501 hours for any such single
                  continuous period;

         (c)      each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer or an
                  Affiliate, excluding any hour credited under paragraphs (a) or
                  (b) above, which shall be credited to the computation period
                  or periods to which the award, agreement or payment pertains,
                  rather than to the computation period in which the award,
                  agreement or payment is made; and

         (d)      no hours shall be credited on account of any period during
                  which a person performs no duties and receives payment solely
                  for the purpose of complying with workers' compensation,
                  unemployment compensation, or disability insurance laws.

         The Hours of Service to be credited shall be determined pursuant to
         Title 29 of the Code of Federal Regulations, section 2530.200b-2(b) and
         (c) as promulgated by the United States Department of Labor.

2.30     INVESTMENT COMMITTEE

         Investment Committee shall mean the Investment Committee appointed by
         the Board of Directors as prescribed in paragraph 10.05 or such other
         committee or board as the Board of Directors may subsequently designate
         as being responsible for the duties prescribed for the Investment
         Committee in this Plan.

2.31     KEY EMPLOYEE

         Key Employee shall have the meaning set forth in section 416(i) of the
         Code.

2.32     LEASED EMPLOYEE

         Leased Employee shall have the meaning as set forth in Section 414(n)
         of the Code.


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2.33     MATCHING ACCOUNT

         Matching Account shall mean the account into which are credited
         Matching Contributions, and earnings attributable thereto.

2.34     MATCHING CONTRIBUTIONS

         Matching Contributions shall mean contributions made by the Employer on
         a Member's behalf pursuant to paragraph 4.06(a).

2.35     MEMBER

         Member shall mean an Employee who meets the requirements of paragraph
         3.01 or who has an undistributed balance.

2.36     PAYROLL PERIOD

         Payroll Period shall mean the weekly, biweekly, semimonthly or monthly
         period that is the basis for the Employer's regular payment of
         remuneration to the Employee.

2.37     PERIOD OF SERVICE

         Period of Service shall mean a period beginning on an Employment
         Commencement Date and ending on the next Severance from Service Date.

2.38     PERIOD OF SEVERANCE

         Period of Severance shall mean a period beginning on a Severance from
         Service Date and ending on the next Employment Commencement Date.

2.39     PLAN.

         Plan shall mean the Weight Watchers Savings Plan.

2.40     PLAN YEAR

         Plan Year shall mean the calendar year, except that the first Plan Year
         shall begin on the date the Plan is effective and shall end on December
         31, 1999.

2.41     PROFIT SHARING CONTRIBUTION

         Profit Sharing Contribution shall mean the Employer contributions
         pursuant to paragraph 4.01.

2.42     PROFIT SHARING CONTRIBUTION ACCOUNT

         Profit Sharing Contribution Account shall mean the account into which
         are credited Profit Sharing Contributions and earnings attributable
         thereto.

2.43     QUALIFIED DOMESTIC RELATIONS ORDER

         Qualified Domestic Relations Order shall mean any judgment, decree, or
         order which:


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         (a)      creates for, or assigns to, a spouse, former spouse, child or
                  other dependent of a Member the right to receive all or a
                  portion of the Member's benefits under the Plan for the
                  purpose of providing child support, alimony payments or
                  marital property rights to that spouse, child or dependent,

         (b)      is made pursuant to a state domestic relations law,

         (c)      does not require the Plan to provide any type of benefit, or
                  any option, not otherwise provided under the Plan, and

         (d)      otherwise meets the requirements of section 206(d)(3) of
                  ERISA, as determined by the Committee.

2.44     QUALIFIED NONELECTIVE CONTRIBUTIONS

         Qualified Nonelective Contributions shall mean discretionary
         contributions by the Employer which are made pursuant to paragraph
         4.06(d).

2.45     RETIRED MEMBER

         Retired Member shall mean a Member who has commenced Retirement and who
         has an Account balance remaining in the Plan.

2.46     RETIREMENT

         Retirement shall mean cessation of work for the Employer on or after
         attainment of age 55.

2.47     ROLLOVER ACCOUNT

         Rollover Account shall mean the account into which shall be credited
         Rollover Contributions.

2.48     ROLLOVER CONTRIBUTIONS

         Rollover Contributions shall mean contributions made by or on behalf of
         a Member pursuant to paragraph 4.07.

2.49     SALARIED EMPLOYEE

         Salaried Employee shall mean any Employee whose base compensation from
         the Employer is not an hourly wage.

2.50     SERVICE

         Service shall mean the aggregate of all Periods of Service and all
         Periods of Severance of less than 12 consecutive months, excluding
         periods prior to a Break in Service of 5 years or more by a Member who
         is not vested in his Matching Account and Profit Sharing Contribution
         Account prior to such Break in Service.

2.51     SEVERANCE FROM SERVICE DATE

         Severance from Service Date shall mean the earlier of:


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         (a)      the date the Employee quits, is discharged, retires, dies or
                  otherwise is terminated from employment with the Employer or
                  an Affiliate, or

         (b)      the first anniversary of the date of a period in which the
                  employee remains absent from work for any other reason.

2.52     STOCK ACCOUNT

         Stock Account shall mean the separate account for a Member to which are
         allocated shares of stock of the H.J. Heinz Company pursuant to
         paragraph 9.07.

2.53     STOCK FUND

         Stock Fund shall mean the Investment Fund established pursuant to
         paragraph 9.03 which is invested entirely or primarily in shares of
         stock of the H.J. Heinz Company.

2.54     TAX DEFERRED ACCOUNT

         Tax Deferred Account shall mean the account into which are credited Tax
         Deferred Contributions (including nonelective contributions that have
         been treated as elective contributions), and earnings attributable
         thereto.

2.55     TAX DEFERRED CONTRIBUTIONS

         Tax Deferred Contributions shall mean contributions made by the
         Employer on a Member's behalf pursuant to paragraph 4.02.

2.56     TRUST AGREEMENT

         Trust Agreement shall mean any agreement and amendments thereto entered
         into between the Employer and the Trustee to carry out the provisions
         of the Plan.

2.57     TRUST FUND

         Trust Fund shall mean the cash and other properties held and
         administered by the Trustee pursuant to the Trust Agreement to carry
         out the provisions of the Plan.

2.58     TRUSTEE

         Trustee shall mean the one or more designated trustees acting at any
         time under any Trust Agreement.

2.59     VALUATION DATE

         Valuation Date shall mean the date or dates in each calendar month on
         which any valuation is made, as determined under Committee procedures
         established pursuant to paragraph 10.10.



                                                                              11
<PAGE>   18
                             ARTICLE III: MEMBERSHIP

3.01     ELIGIBILITY AND ENROLLMENT.

         An Employee shall become a Member of the Plan according to the
         following rules:

         (a)      A Salaried Employee shall become a Member on the first day of
                  the month following his Employment Commencement Date or, if
                  later, the first day of the month coincident with or following
                  the Employee's becoming a Salaried Employee.

         (b)      An Employee other than a Salaried Employee shall become a
                  Member on the first day of the month following completion of
                  an Eligibility Computation Period during which he has
                  performed 1,000 or more Hours of Service.

         (c)      Notwithstanding subparagraphs (a) and (b), an individual who
                  becomes an Employee as a result of an acquisition of all or
                  part of the assets or stock of the prior employer of such
                  individual by an Employer shall be eligible to become a Member
                  of the Plan on the earlier of:

                  (i)      the first day of the month coincident with or next
                           following the expiration of 6 months from the date of
                           such acquisition, or

                  (ii)     the date specified by the Committee,

                  provided such individual is then an Employee.

         An eligible Employee shall be enrolled as a Member automatically upon
         satisfaction of the requirements of this paragraph 3.01.

3.02     CESSATION OF MEMBERSHIP.

         Membership shall continue so long as there is a balance in the
         Employee's Accounts. Membership in the Plan shall cease upon death or
         when an Employee's Accounts have been forfeited or completely
         distributed or withdrawn.

3.03     CESSATION AND RESUMPTION OF EMPLOYMENT STATUS. A Member who ceases to
         be an Employee as defined in paragraph 2.22 shall not be eligible to
         have Tax Deferred Contributions, Matching Contributions or Profit
         Sharing Contributions made to the Plan on his behalf or allocated to
         his Accounts, but shall continue to be a Member of the Plan until he
         ceases to have any balance in his Accounts. If a Member or former
         Member is rehired or otherwise resumes Employee status, as of the date
         of such resumption he shall again become entitled to an allocation of
         Profit Sharing Contributions,

                                                                              12
<PAGE>   19
         Tax Deferred Contributions and Matching Contributions shall resume
         (unless he elects otherwise).

3.04     MILITARY SERVICE.

         Notwithstanding any provision of the Plan to the contrary,
         contributions, benefits, and service credit with respect to qualified
         military service will be provided in accordance with section 414(u) of
         the Code, effective for reemployment on or after December 12, 1994.



                                                                              13
<PAGE>   20


                            ARTICLE IV: CONTRIBUTIONS

4.01     PROFIT SHARING CONTRIBUTIONS.

         The Employer shall contribute on a monthly basis on behalf of each
         Member who is a Salaried Employee during such month an amount equal to
         the applicable percentage (determined on the basis of the member's
         attained age at the end of the month) of the Member's Eligible Earnings
         for the month (up to the Compensation Limit), as derived from the
         following table:

         Years of Attained Age:                           Contribution Rate:

         Less than 25                                     0.50 %
         At least 25 but less than 30                     0.75 %
         At least 30 but less than 35                     1.50 %
         At least 35 but less than 40                     2.50 %
         At least 40 but less than 45                     3.50 %
         At least 45 but less than 50                     4.50 %
         At least 50 but less than 55                     5.50 %
         At least 55 but less than 60                     6.00 %
         60 and over                                      6.50 %

         Notwithstanding the foregoing, no such contribution shall be made to
         any Employee who is classified as senior manager level (or above)
         earning base compensation at an annual rate which exceeds the $80,000
         amount specified in, and subject to adjustment under, the provisions of
         paragraph 2.28(ii).

         In the case of a Member who ceases active employment as a result of
         Disability but who retains Employee status, Profit Sharing
         Contributions under the provisions of this paragraph shall continue,
         subject to paragraph 4.10(b), with the Member's monthly rate of
         compensation prior to the commencement of disability income payments
         under a long-term disability program sponsored by the Employer being
         treated as his Eligible Earnings for this purpose, until the Member
         reaches age 65 or elects Retirement.

4.02     TAX DEFERRED CONTRIBUTIONS.

         Each Member is entitled to have Tax Deferred Contributions made by the
         Employer on his behalf for each Payroll Period.

         (a)      Tax Deferred Contributions may be in an amount equal to any
                  whole percentage of a Member's Eligible Earnings for that
                  Payroll Period not less than 1% of his Eligible Earnings for
                  that Payroll Period (up to the Compensation Limit) nor more
                  than 13% of his Eligible Earnings for

                                       14
<PAGE>   21
                  that Payroll Period (up to the Compensation Limit). An
                  election by a Member to have Tax Deferred Contributions made
                  on his behalf constitutes an authorization to the Employer to
                  reduce the Member's cash remuneration by an amount equal to
                  the Tax Deferred Contributions. Tax Deferred Contributions for
                  any Plan Year may be elected only with respect to Eligible
                  Earnings that would have been received by the Member in the
                  Plan Year but for his election to defer under this paragraph
                  4.02. Tax Deferred Contributions pursuant to this subparagraph
                  (a) shall be made by the Employer to the Trustee in cash
                  within a reasonable time after the end of the Payroll Period
                  to which such contributions relate. Tax Deferred Contributions
                  may be limited by paragraph 4.05 dealing with the actual
                  deferral percentage for Highly Compensated Employees, by
                  paragraph 4.10 imposing limits on Annual Additions, by
                  paragraph 6.06 in the case of a hardship withdrawal, and by
                  the following subparagraphs.

                  (i)      In the case of an Employee who, prior to the
                           effective date of the Plan, was participating in the
                           H.J. Heinz Company Employees Retirement and Savings
                           Plan or the H.J. Heinz Company SAVER Plan and who had
                           a Tax Deferred Contribution election in effect under
                           either of those plans, such Member's election shall
                           continue in effect on and after the effective date of
                           the Plan unless changed in accordance with paragraph
                           4.03.

                  (ii)     An Employee who, prior to the effective date of the
                           Plan, was eligible to elect Tax Deferred
                           Contributions under the H.J. Heinz Company Employees
                           Retirement and Savings Plan or the H.J. Heinz Company
                           SAVER Plan but who did not have an election in effect
                           may initiate an election on or after the effective
                           date of the Plan in accordance with procedures
                           prescribed by the Committee.

                  (iii)    Except in the case of an Employee described in (i) or
                           (ii) above, a Member who is a Salaried Employee shall
                           be deemed to have elected to have Tax Deferred
                           Contributions made by the Employer on his behalf for
                           each Payroll Period in an amount equal to 3% of his
                           Eligible Earnings (up to the Compensation Limit), and
                           to have authorized the Employer to reduce his cash
                           remuneration payable while a Member by an equal
                           amount, unless he elects, in accordance with
                           procedures prescribed by the Committee, to have no
                           Tax Deferred Contributions made on his behalf or to
                           have Tax Deferred Contributions made on his behalf at
                           a different rate.

         (b)      A Member's Tax Deferred Contributions under subparagraph(a) in
                  any calendar year shall not exceed $10,000, or such adjusted
                  amount as

                                                                              15
<PAGE>   22
                  may be prescribed pursuant to sections 402(g)(5) and 415(d) of
                  the Code, reduced by the sum of all other elective deferrals
                  (as defined in regulations pursuant to section 402(g) of the
                  Code) during such year under other plans, contracts or
                  arrangements maintained by the Employer or any Affiliate. If a
                  Member's Tax Deferred Contributions in a calendar year reach
                  the applicable dollar limitation for such year, his election
                  of Tax Deferred Contributions for the remainder of the
                  calendar year will be canceled. As of the first pay period of
                  the following calendar year, the Member's election of Tax
                  Deferred Contributions shall again become effective in
                  accordance with his previous election.

         (c)      If a Member makes elective deferrals under another qualified
                  defined contribution plan for any calendar year and those
                  contributions when added to his Tax Deferred Contributions
                  under this Plan exceed the dollar limitation set forth above
                  for that calendar year, the Member may allocate all or a
                  portion of such excess deferrals to this Plan. In that event,
                  the excess deferrals (together with income allocable thereto
                  determined by any reasonable method consistent with
                  regulations pursuant to section 402(g) of the Code) shall be
                  returned to the Member no later than the April 15 following
                  the end of the calendar year in which the excess deferrals
                  were made. The Plan shall not be required to return excess
                  deferrals unless the Member notifies the Committee, in
                  writing, by March 1 of that following calendar year of the
                  amount of the excess deferrals allocated to this Plan.
                  However, a Member who has excess deferrals calculated by
                  taking into account only elective deferrals under this Plan
                  and other plans, contracts or arrangements maintained by the
                  Employer or any Affiliate shall be deemed to have made an
                  election pursuant to this subparagraph (c) with respect to
                  such excess deferral. The amount of excess deferrals that may
                  be distributed pursuant to this subparagraph shall be
                  determined after taking into account any amounts previously
                  recharacterized or distributed pursuant to paragraph 4.05.

         (d)      If any Matching Contributions have been allocated with respect
                  to excess deferrals, they shall be forfeited and applied as
                  provided in paragraph 5.07.

         (e)      In the event that Tax Deferred Contributions are returned to
                  the Employer in accordance with the provisions of paragraph
                  4.13, the elections to reduce Eligible Earnings which were
                  made by Members on whose behalf those contributions were made
                  shall be void retroactively to the beginning of the period for
                  which those contributions were made. The Tax Deferred
                  Contributions so returned shall be distributed in cash to
                  those Members for whom those contributions were made.


                                                                              16
<PAGE>   23


4.03     CHANGE IN TAX DEFERRED CONTRIBUTIONS.

         Subject to the provisions of paragraph 4.02, a Member may change the
         percentage elected pursuant to paragraph 4.02, in accordance with
         procedures described by the Committee. A Member shall be permitted to
         change such Tax Deferred Contribution Percentage on the first of any
         month by giving the Employer adequate notice in accordance with
         procedures prescribed by the Committee.

4.04     SUSPENSION OF TAX DEFERRED CONTRIBUTIONS.

         (a)      In accordance with procedures prescribed by the Committee, a
                  Member may suspend Tax Deferred Contributions under paragraph
                  4.02. During such a period of suspension, the Employer shall
                  make no monthly contributions on behalf of such Member to the
                  Matching Account of such Member pursuant to paragraph 4.09(c).

         (b)      In accordance with procedures prescribed by the Committee, a
                  Member who has suspended Tax Deferred Contributions may elect
                  resumption thereof in accordance with paragraph 4.02.

         (c)      A Member who is granted an authorized leave of absence by the
                  Employer shall be deemed to have suspended Tax Deferred
                  Contributions pursuant to subparagraph (a) of this paragraph
                  4.04 and immediately upon completion of his leave of absence
                  Tax Deferred Contributions shall resume in accordance with the
                  election previously in effect unless changed by the Member in
                  accordance with paragraph 4.03.

4.05     LIMITATION ON TAX DEFERRED CONTRIBUTIONS.

         Notwithstanding paragraph 4.02, the limitations of this paragraph 4.05
         shall apply with respect to Highly Compensated Employees.

         (a)     The actual deferral percentage for Highly Compensated Employees
                 shall not exceed the greater of (i) or (ii) below:

                  (i) The actual deferral percentage for all other eligible
                  Employees multiplied by 1.25; (ii) The lesser of (A) or (B)
                  below:

                           (A)      the actual deferral percentage for all other
                                    eligible Employees multiplied by 2.0;

                           (B)      the actual deferral percentage for all other
                                    eligible Employees increased by two
                                    percentage points

                  (or such lesser amount as may be applicable pursuant to
                  paragraph 4.12).

         (b)      For purposes of this paragraph 4.05, the actual deferral
                  percentage for a specified group of eligible Employees for a
                  Plan Year shall be the

                                                                              17
<PAGE>   24
                  average (calculated to the nearest hundredth of a percentage
                  point) of the ratios (calculated separately to the nearest
                  hundredth of a percentage point for each Employee in the
                  group) of:

                  (i)      The sum of the amount of Tax Deferred Contributions
                           (and, if applicable, Qualified Nonelective
                           Contributions) actually paid to the Trust Fund on
                           behalf of each such Employee for such Plan Year
                           (whether or not such contributions are returned to
                           the Member pursuant to the rules on excess tax
                           deferred contributions in paragraph 4.02(c)), to

                  (ii)     The Employee's Compensation for the Plan Year, taking
                           into account for this purpose only the portion of the
                           Plan Year after the Employee has become eligible for
                           the Plan.

         (c)      The Committee may implement rules, consistent with regulations
                  under the Code, whereby Tax Deferred Contributions by any
                  Member or group of Members may be limited in advance to a
                  lesser percentage than the otherwise allowable maximum,
                  whereby Tax Deferred Contributions may be decreased, suspended
                  or otherwise modified to meet the requirements of this
                  paragraph 4.05, or whereby Tax Deferred Contributions may be
                  disposed of by distribution to some or all Highly Compensated
                  Employees, in accordance with the following guidelines, so
                  that the limitation set forth in this paragraph 4.05 is
                  satisfied.

                  (i)      With respect to any Plan Year in which Tax Deferred
                           Contributions made on behalf of Members who are
                           Highly Compensated Employees exceed the applicable
                           limit set forth in this paragraph 4.05, the Committee
                           may reduce the amount of excess Tax Deferred
                           Contributions made on behalf of such Highly
                           Compensated Employees as described. Any distribution
                           of the excess Tax Deferred Contributions for any Plan
                           Year shall be made to the Highly Compensated Employee
                           on the basis of the Highly Compensated Employee who
                           had the greatest dollar amount of Tax Deferred
                           Contributions by such Highly Compensated Employee to
                           the extent necessary to satisfy the actual deferral
                           percentage test. This process shall be repeated until
                           the actual deferral percentage test is satisfied, in
                           accordance with applicable legal guidance.

                  (ii)     Excess contributions subject to reduction under (i)
                           above ("excess contributions"), together with income
                           attributable to the excess contributions, shall be
                           paid to the Member before the close of the Plan Year
                           following the Plan Year in which the

                                                                              18
<PAGE>   25
                           excess contributions were made and, to the extent
                           practicable, within 2 1/2 months of the close of the
                           Plan Year in which the excess contributions were
                           made. Any excess contributions for any Plan Year
                           shall be reduced by any Tax Deferred Contributions
                           previously returned to the Member under paragraph
                           4.02(d) for that Plan Year. If any Matching
                           Contributions have been allocated with respect to
                           excess contributions, they shall be forfeited and
                           applied as provided in paragraph 5.07.

         (d)      The amount of income attributable to the excess contributions
                  for a Plan Year shall be determined by any reasonable method
                  consistent with regulations pursuant to section 401(k) of the
                  Code.

         (e)      The limitations and other provisions of this paragraph shall
                  be applied separately with respect to Members who are
                  Employees of Weight Watchers International and its Affiliates
                  and to Members who are Employees of WeightWatchers.com and its

                  Affiliates.

4.06     MATCHING CONTRIBUTIONS.

         In addition to contributions pursuant to paragraphs 4.01 and 4.02, the
         Employer shall make contributions in accordance with the following:

         (a)      The Employer shall contribute to the Trustee on a monthly
                  basis an amount equal to the aggregate of the Tax Deferred
                  Contributions under paragraph 4.02 on behalf of all Members
                  for the Payroll Period ending in or with such month
                  (disregarding the portion of the Tax Deferred Contributions
                  for any Member which is in excess of 3% of the Member's
                  Eligible Earnings) for such Payroll Period. Contributions
                  pursuant to this subparagraph shall be made by the Employer to
                  the Trustee in cash within a reasonable time after the end of
                  the month to which such contributions relate and are subject
                  to the limitations of paragraph 4.05(c)(ii) and paragraph
                  4.08.

         (b)      The Employer shall contribute to the Trustee not later than
                  September 15, 1999 an additional amount for each Member who
                  was a participant in the H.J. Heinz Company SAVER Plan on
                  October 3, 1999, is an Employee on December 31, 1999 and whose
                  Eligible Earnings from the Employer and from the H.J. Heinz
                  Company for the 1999 Plan Year exceed $15,000. Such additional
                  amount shall be equal to the aggregate of the Member's Tax
                  Deferred Contributions under Section 4.02 of the H.J. Heinz
                  SAVER Plan for the 1999 Plan Year (disregarding the portion of
                  such Tax Deferred Contributions in excess of 3% of the
                  Member's Eligible Earnings from the H.J. Heinz Company for
                  such Plan Year). Contributions pursuant to this

                                                                              19
<PAGE>   26

                  subparagraph are subject to the limitations of paragraph 4.08
                  and shall be credited to the Member's Matching Account.

         (c)      In addition, the Employer shall contribute from time to time
                  such amounts as may be required for restoration of forfeitures
                  pursuant to paragraph 5.06.

         (d)      In addition, the Employer may in its discretion contribute
                  from time to time such amounts which meet the requirements for
                  "qualified nonelective contributions" under regulations
                  pursuant to sections 401(k) and (m) of the Code as it shall
                  determine to be appropriate to enable the Plan to satisfy the
                  limitations of paragraphs 4.05 and/or 4.08.

4.07     ROLLOVER CONTRIBUTIONS.

         With the permission of the Committee and without regard to any
         limitations on contribution percentages for Highly Compensated
         Employees in paragraphs 4.05 and 4.08 or limitations on Annual
         Additions in paragraph 4.10, the Plan may receive from a Member or from
         another plan which is qualified under section 401(a) of the Code, any
         amount which qualifies as an Eligible Rollover Distribution or
         otherwise qualifies for rollover treatment under Code section
         408(d)(3)(A)(ii), provided that the Member provides evidence
         satisfactory to the Committee that such amount so qualifies. Rollover
         contributions which are not directly transferred from another qualified
         plan must be paid to the Trustee on or before the 60th day after having
         been received by the Member. Direct transfers may be accomplished by
         wire transfer to the Trustee or by delivery to the Trustee of a check
         made out to the Plan or to the Trustee, as prescribed by the Committee.

4.08     LIMITATION BASED ON CONTRIBUTION PERCENTAGE.

         After application of the provisions of paragraph 4.05 above, the
         regular contribution percentage for Highly Compensated Employees shall
         be subject to the limitations of this paragraph 4.08.

         (a)     The regular contribution percentage for Highly Compensated
                 Employees who are Members or eligible to become Members or
                 eligible to become Members shall not exceed the greater of (i)
                 or (ii) below:

                  (i)      The regular contribution percentage for all other
                           eligible Employees multiplied by 1.25; (ii) The
                           lesser of (A) or (B) below:

                           (A)      the regular contribution percentage for all
                                    other eligible Employees, multiplied by 2.0;

                           (B)      the regular contribution percentage for all
                                    other eligible Employees increased by two
                                    percentage points


                                                                              20
<PAGE>   27

                  (or such lesser amount as may be applicable pursuant to
                  paragraph 4.12).

         (b)      For purposes of this paragraph 4.08, the regular contribution
                  percentage for a specified group of eligible Employees for a
                  Plan Year shall be the average (calculated to the nearest
                  hundredth of a percentage point) of the ratios (calculated
                  separately to the nearest hundredth of a percentage point for
                  each Employee in the group) of:

                  (i)      The sum of the amounts allocable under paragraph 4.09
                           to the Employee's Matching Account for that Plan Year
                           (plus Qualified Nonelective Contributions, if
                           applicable), to
                  (ii)     The Employee's Compensation for the Plan Year, taking
                           into account for this purpose only the portion of the
                           Plan Year after the Employee has become eligible for
                           the Plan.

         (c)      In the event the Committee determines that the limitation
                  under subparagraph (a) of this paragraph 4.08 would be
                  exceeded in any Plan Year, the following provisions shall
                  apply:

                  (i)      With respect to any Plan Year in which Matching
                           Contributions made on behalf of Members who are
                           Highly Compensated Employees exceed the applicable
                           limit set forth in this paragraph 4.08, the Committee
                           may reduce the amount of excess Matching
                           Contributions made on behalf of such Highly
                           Compensated Employees as described. Any distribution
                           of the excess Matching Contributions for any Plan
                           Year shall be made to the Highly Compensated Employee
                           on the basis of the Highly Compensated Employee who
                           had the greatest dollar amount of Matching
                           Contributions on behalf of such Highly Compensated
                           Employee to the extent necessary to satisfy the
                           actual contribution percentage test. This process
                           shall be repeated until the actual contribution
                           percentage test is satisfied, in accordance with
                           applicable legal guidance.

                  (ii)     Any contributions allocable to the Matching
                           Contributions subject to reduction under this
                           paragraph ("excess aggregate contributions"),
                           together with income attributable to the excess
                           aggregate contributions, shall be reduced as follows:

                           (A)      Such reduction amounts shall be applied by
                                    paying to the Member a part of the amount
                                    allocable to the Matching Account which
                                    equals the balance of the excess aggregate
                                    contributions.


                                                                              21
<PAGE>   28

                           (B)      Any repayment of excess aggregate
                                    contributions shall be made before the close
                                    of the Plan Year following the Plan Year for
                                    which those contributions were made; to the
                                    extent practicable any repayment shall be
                                    made within 2 1/2 months of the close of the
                                    Plan Year in which the contributions were
                                    made.

                           (C)      The amount of income attributable to the
                                    excess aggregate contributions shall be
                                    determined by any reasonable method
                                    consistent with regulations pursuant to
                                    section 401(m) of the Code.

         (d)      The limitations and other provisions of this paragraph shall
                  be applied separately with respect to Members who are
                  Employees of Weight Watchers International and its Affiliates
                  and to Members who are Employees of WeightWatchers.com and its
                  Affiliates.

4.09     ALLOCATION TO MEMBER ACCOUNTS.

         Allocations shall be made to the Accounts of Members in accordance with
         this paragraph 4.09, subject to the limitations on Annual Additions set
         forth in paragraph 4.10.

         (a)      Profit Sharing Contributions and contributions made pursuant
                  to paragraph 4.06(b) on behalf of each Member pursuant to
                  paragraph 4.01 shall be allocated to the Profit Sharing
                  Contribution Account of such Member.

         (b)      Tax Deferred Contributions pursuant to a Member's election
                  under paragraph 4.02 shall be allocated to the Tax Deferred
                  Account of each Member on whose behalf such contribution is
                  made, subject to the limitations on Tax Deferred Contributions
                  in paragraphs 4.02 and 4.05 and the aggregate limit on Tax
                  Deferred Contributions and Matching Contributions specified in
                  paragraph 4.12.

         (c)      Contributions that are made pursuant to paragraph 4.06(a)
                  shall be allocated to the Matching Account of each Member in
                  an amount equal to 100% of the Tax Deferred Contributions (not
                  in excess of 3% of the Member's Eligible Earnings (up to the
                  Compensation Limit)) under paragraph 4.02 on behalf of each
                  Member for the month for which such contribution is made.

         (d)      Contributions pursuant to paragraph 4.06(d) shall be allocated
                  among the Tax Deferred Accounts of such Members in such
                  proportions as the Committee prescribes at the time of
                  authorization of such contributions or, if no allocation
                  method is prescribed, in equal amounts among the Tax Deferred
                  Accounts of Members other than Highly Compensated Employees.


                                                                              22
<PAGE>   29

4.10     MAXIMUM ANNUAL ADDITIONS.

         (a)      The Annual Additions made by or on behalf of and allocated to
                  any Member for any Plan Year to this Plan and any other
                  defined contribution plan which is qualified under section
                  401(a) of the Code and which is maintained by the Employer or
                  any Affiliate shall not be greater than an amount equal to the
                  lesser of (i) and (ii):

                  (i)      25% of the Member's Compensation for such Plan Year
                           (determined without regard to the last sentence of
                           paragraph 2.13).

                  (ii)     $30,000.

                  As of January 1 of each calendar year on and after the date
                  the dollar limitation under section 415 of the Code for
                  defined benefit plans reaches $120,000, the dollar limitation
                  set forth above for each such year shall be adjusted to 25% of
                  the defined benefit plan dollar limitation and shall become
                  effective as the maximum permissible dollar limitation for
                  that calendar year, in lieu of the $30,000 limitation set
                  forth above.

         (b)     In the case of a Member who is totally and permanently disabled
                 (within the meaning of section 22(e)(3) of the Code),
                 Compensation for a Plan Year for purposes of this paragraph
                 4.10 shall be deemed to be the amount which the Member would
                 have received for such Plan Year if he was paid at the rate of
                 compensation in effect immediately before becoming totally and
                 permanently disabled.

         (c)     In order to prevent excess Annual Additions, the Committee
                 shall limit contributions and/or allocations to a Member's
                 Accounts in the following order of priority:

                  (i)      Tax Deferred Contributions;

                  (ii)     Profit Sharing Contributions.

         (d)      If, as a result of a reasonable error in estimating a Member's
                  Compensation or in determining the amount of Tax Deferred
                  Contributions that may be made with respect to a Member, or
                  other circumstances permitted pursuant to regulations under
                  the Code, amounts are contributed with respect to a calendar
                  year by or on behalf of a Member in excess of the amount that
                  can be allocated under subparagraph (a), such excess shall be
                  subject to the following rules:


                                                                              23
<PAGE>   30

                  (i)      Contributions in excess of the limitations shall be
                           distributed to the Member to the extent consisting of
                           Tax Deferred Contributions;

                  (ii)     Any remaining excess amounts, which shall be
                           chargeable first against Profit Sharing Contributions
                           on behalf of a Member and thereafter against Matching
                           Contributions, may be allocated to a suspense account
                           and used to reduce contributions on behalf of the
                           Member in the next calendar year (and treated as
                           Annual Additions in such next year) if the Member is
                           entitled to an allocation of contributions in such
                           next year or, in the direction of the Committee, may
                           be applied to reduce subsequent contributions by the
                           Employer for the current calendar year and allocated
                           and reallocated to the Accounts of other Members for
                           the current calendar year, provided that if such
                           allocation and reallocation should cause the Accounts
                           of all Members to exceed the limitations of this
                           paragraph 4.10 the excess shall be credited to a
                           suspense account and allocated to Member Accounts for
                           succeeding calendar years before any further
                           contributions are made under the plan.

4.11     PARTICIPATION IN OTHER PLANS.

         If any Highly Compensated Employee is a participant in another
         qualified plan of the Employer or an Affiliate under which deferred
         cash contributions or matching contributions are made on behalf of the
         Highly Compensated Employee or under which the Highly Compensated
         Employee makes participant contributions, in applying the limitations
         of paragraphs 4.05, 4.08 and 4.12 the Committee shall implement rules,
         which shall be uniformly applicable to all Employees similarly
         situated, to take into account all such contributions under all such
         plans to the extent required by Code sections 401(k) and (m).

4.12     AGGREGATE LIMIT.

         In no event shall the sum of the actual deferral percentage of the
         group of eligible Highly Compensated Employees and regular contribution
         percentage of such group, after applying the provisions of paragraphs
         4.05 and 4.08, exceed the "aggregate limit" as such term is defined in
         regulations and rulings implementing section 401(m)(9) of the Code. In
         the event the aggregate limit is exceeded for any Plan Year, the
         contribution percentages of the Highly Compensated Employees shall be
         reduced to the extent necessary to satisfy the aggregate limit in
         accordance with the procedure set forth in paragraph 4.08.


                                                                              24
<PAGE>   31

4.13     RETURN OF CONTRIBUTIONS.

         A contribution made by the Employer under a mistake of fact shall be
         returned to the Employer upon its written request within one year after
         the contribution was made. Contributions by the Employer are
         conditional on deductibility under the Code and accordingly any
         contribution for which a deduction is disallowed shall be returned to
         the Employer upon its written request within one year of disallowance.
         Contributions returned to the Employer pursuant to this subparagraph
         shall be without earnings thereon but shall be reduced for any
         investment losses.


                                                                              25
<PAGE>   32

                       ARTICLE V: ELIGIBILITY FOR BENEFITS

5.01     VESTING.

         A Member's interest in the Profit Sharing Contribution Account and
         Matching Account shall be fully vested when the Member's aggregate
         Service totals at least 5 years or, if earlier, upon the Member's
         attainment of age 65, death, disability or Discharge without Cause by
         the Employer. The value of the Member's Tax Deferred Account, After Tax
         Account and Rollover Account will be fully vested at all times.

5.02     RETIREMENT.

         A Member may elect Retirement on the first day of the month coincident
         with or next following the date on which he attains age 55 or the first
         day of any subsequent month by application in accordance with
         procedures prescribed by the Committee specifying a desired date of
         Retirement not less than 30 nor more than 90 days following the date
         such application is made. The date of commencement of benefits shall be
         either the date so specified or on the first day of the calendar month
         next following, as the Committee shall determine.

5.03     DEATH.

         Upon the death of a Member, his Accounts shall be distributable to his
         Beneficiary in accordance with the provisions of Article VIII.

5.04     DISABILITY.

         In the event of a Member's Disability, his After Tax Account, Tax
         Deferred Account and Matching Account shall be distributable in
         accordance with the provisions of Article VIII.

5.05     DISCHARGE WITHOUT CAUSE.

         Upon a Member's Discharge without Cause, his Accounts shall be
         distributable in accordance with the provisions of Article VIII.

5.06     OTHER TERMINATION OF EMPLOYMENT.

         In the case of termination of employment of a Member for any reason
         other than Retirement, death, Disability or Discharge without Cause by
         the Employer, the Member's vested Accounts as described in paragraph
         5.01 shall be distributable in accordance with the provisions of
         Article VIII.

         (a)      Such a Member shall forfeit his non-vested interest in the
                  Matching Account and Profit Sharing Contribution Account upon
                  the payment of his Account or when he incurs a 5 year Break in
                  Service, if later, subject to the rules in subparagraphs (b)
                  and (c) below.


                                                                              26
<PAGE>   33

         (b)      If such a Member forfeits an amount to the credit of his
                  Profit Sharing Contribution Account before he has a period of
                  Break in Service of 5 years, such amount shall be restored to
                  his Profit Sharing Contribution Account provided he is
                  reemployed by the Employer or an Affiliate before the
                  occurrence of a Break in Service of 5 years.

         (c)      If such a Member forfeits an amount to the credit of his
                  Matching Account before he has a period of Break in Service of
                  5 years, such amount shall be restored to his Matching
                  Account, provided (i) he is reemployed by the Employer or an
                  Affiliate and (ii) after resumption of employment he repays to
                  the Trust Fund an amount equal to the full amount, if any,
                  distributed to him from the Trust Fund as a result of his
                  termination of employment. Any repayment under this paragraph
                  must be made in a lump sum before the earlier of 5 years after
                  the date he is reemployed or the occurrence of a Break in
                  Service of 5 years.

5.07     APPLICATION OF FORFEITURES.

         Forfeitures under paragraph 5.06(a) shall be applied as provided in
         this paragraph.

         (a)      Any portion of the Profit Sharing Contribution Account
                  forfeited during a Plan Year in accordance with paragraph
                  5.06(a) shall be used as required to make restorations
                  required by paragraph 5.06(b) to Members' Profit Sharing
                  Contribution Accounts for such Plan Year, to defray Plan
                  administrative expenses, or to reduce subsequent Employer
                  contributions under paragraphs 4.01 and/or 4.06.

          (b)     Any portion of the Matching Account forfeited during a Plan
                  Year in accordance with paragraph 5.06(a) shall be used as
                  required to make restorations required by paragraph 5.06(c) to
                  Members' Matching Accounts for such Plan Year, to defray Plan
                  administrative expenses, or to reduce subsequent Employer
                  contributions under paragraphs 4.01 and/or 4.06.


                                                                              27
<PAGE>   34

                             ARTICLE VI: WITHDRAWALS

6.01     IN GENERAL.

         Except as provided in paragraph 10.07 in the case of a Qualified
         Domestic Relations Order, withdrawals may be made from a Member's
         Accounts before the occurrence of a distribution event described in
         paragraph 8.01 only as provided in this Article VI.

6.02     AFTER TAX ACCOUNT AND ROLLOVER ACCOUNT.

         A Member or the Beneficiary of a deceased Member may withdraw a
         specific dollar amount or the entire amount credited to the Member's
         After Tax Account and Rollover Account.

6.03     MATCHING ACCOUNT.

         A Member or the Beneficiary of a deceased Member may withdraw a
         specific dollar amount or the entire amount from the vested balance
         credited to the Member's Matching Account, provided that a Member may
         make such withdrawals only if:

         (a) the Member has at least 60 months of Continuous Membership, or

         (b) the withdrawal satisfies the "hardship" withdrawal rules of
             paragraph 6.06, or

         (c) the Member has attained age 59-1/2.

6.04     TAX DEFERRED ACCOUNT.

         A Member or the Beneficiary of a deceased Member may withdraw a
         specific dollar amount or the entire amount of the Member's Tax
         Deferred Account, provided that a Member may make such a withdrawal
         only if:

         (a)      the withdrawal satisfies the "hardship" withdrawal rules of
                  paragraph 6.06, or

         (b)     the Member has attained age 59-1/2.

         A withdrawal under this paragraph 6.04 shall not exceed (i) the amount
         credited to the Member's Tax Deferred Account under the H.J. Heinz
         Company Savings Plan as of December 31, 1988, (ii) increased by the
         Member's Tax Deferred Contributions under such plan after such date and
         decreased by the amounts, if any, withdrawn by the Member under
         paragraph 6.04 of such plan after such date, and (iii) decreased by any
         prior withdrawal by the Member under this paragraph 6.04. Except as
         provided in this paragraph 6.04, a Member shall not be permitted to
         withdraw any amount from his Tax Deferred Account prior to Retirement,
         Disability, death or other separation from Service.


                                                                              28
<PAGE>   35

6.05     PROFIT SHARING CONTRIBUTION ACCOUNT.

         Withdrawals from a Member's Profit Sharing Contribution Account are
         permitted only as provided in Article VIII.

6.06     HARDSHIP WITHDRAWAL.

         The Committee shall approve an application for a hardship withdrawal by
         a Member who otherwise qualifies for a hardship withdrawal under this
         Article VI if the application, made in such form as the Committee shall
         prescribe, satisfies subparagraphs (a) and (b) of this paragraph 6.06.

         (a)      As a condition for a hardship withdrawal, the Member must seek
                  a withdrawal on account of any of the following financial
                  needs:

                  (i)      medical expenses described in section 213(d) of the
                           Code previously incurred by the Member, his spouse or
                           any of his dependents (as defined in section 152 of
                           the Code) or necessary for these persons to obtain
                           medical care described in section 213(d) of the Code;

                  (ii)     costs directly related to the purchase of a principal
                           residence of the Member (excluding mortgage
                           payments);

                  (iii)    payment of tuition and related educational fees for
                           the next 12 months of post-secondary education of the
                           Member, his spouse or dependents (as defined in
                           section 152 of the Code); or

                  (iv)     payment of amounts necessary to prevent eviction of
                           the Member from his principal residence or to avoid
                           foreclosure on the mortgage of his principal
                           residence.

         (b)      As a condition for a hardship withdrawal, the requested
                  withdrawal must be necessary to satisfy the financial need
                  described in subparagraph (a). The Committee will make its
                  determination of the necessity for the withdrawal solely on
                  the basis of the application provided all of the following
                  requirements are met:

                  (i)      the distribution is not in excess of the amount of
                           the immediate and heavy financial need specified
                           according to subparagraph (a), plus any additional
                           amount necessary to pay any federal, state or local
                           income taxes or penalties reasonably anticipated to
                           result from the distribution;

                  (ii)     the Member has obtained all distributions, other than
                           distributions available only on account of hardship,
                           and all nontaxable loans currently available under
                           all plans of the Employer and Affiliates;

                  (iii) the hardship withdrawal will result in:


                                                                              29
<PAGE>   36

                           (A)      suspension under this Plan and all other
                                    qualified and nonqualified plans of deferred
                                    compensation maintained by the Employer and
                                    Affiliates of the Member's elective
                                    deferrals and Employee contributions (other
                                    than mandatory contributions to a defined
                                    benefit plan) for at least 12 months after
                                    receipt of the distribution; and

                           (B)      reduction of the limitation under section
                                    402(g) of the Code under this Plan and all
                                    other plans of the Employer and Affiliates
                                    for the calendar year following the year in
                                    which the withdrawal is made by the Member's
                                    elective deferrals made in the calendar year
                                    of the distribution for hardship.

6.07     ADDITIONAL WITHDRAWAL RULES.

         The following rules shall apply to withdrawals under this Article VI:

         (a)      No withdrawal may be made from a Member's Tax Deferred Account
                  unless all amounts then available for withdrawal under
                  paragraphs 6.02 and 6.03 have been withdrawn. No withdrawal
                  may be made from a Member's Matching Account under paragraph
                  6.03 unless all amounts withdrawable under paragraph 6.02 have
                  been withdrawn.

         (b)      After there have been two withdrawals under this Article VI in
                  any Plan Year, withdrawals shall be allowed only under the
                  hardship rules of paragraph 6.06, with a maximum of two such
                  hardship withdrawals for any Plan Year.

         (c)      Funds withdrawn pursuant to this Article VI may not be repaid.

         (d)      Any withdrawal must be in an amount which is not less than
                  $200 unless such withdrawal consists of the entire balance in
                  the Account from which the withdrawal is being made.

         (e)      Withdrawals may be in cash or stock of the H.J. Heinz Company
                  as provided in paragraph 8.03.

         (f)      Any amounts withdrawn shall be charged against the Investment
                  Funds in proportion to the current balances of the Account in
                  such Investment Funds.

         (g)      No withdrawal may be made if such withdrawal would cause a
                  violation of the maximum loan limitations prescribed pursuant
                  to paragraph 9.09.

         (h)      A withdrawal may include an election that a withdrawal which
                  is an Eligible Rollover Distribution be transferred directly
                  to an Eligible Retirement Plan in accordance with procedures
                  described in paragraph 8.02(c).

         (i)      The amount of any withdrawal paid to the recipient shall be
                  the net amount after reduction for applicable tax withholding.


                                                                              30
<PAGE>   37

         (j)      The effective date of a withdrawal shall be the first
                  Valuation Date occurring after the withdrawal request is
                  completed. The amount of the withdrawal shall be paid to the
                  Member as soon as practicable after the effective date.


                                                                              31
<PAGE>   38

                              ARTICLE VII: ACCOUNTS

7.01     MEMBER ACCOUNTS.

         The Trustee or such other record keeper as the Committee may designate
         shall maintain in an equitable manner a separate Tax Deferred Account,
         Matching Account, After Tax Account, Profit Sharing Contribution
         Account and Rollover Account for each Member. Each separate Account
         shall be revalued at current market values not less frequently than
         monthly, and a separate record shall be kept of the share of each such
         separate Account in each Investment Fund of the Trust Fund. The
         Committee may instruct the Trustee or such other record keeper to
         maintain such additional Accounts and such subaccounts as it deems
         appropriate for administration of the Plan.

7.02     PERIODIC STATEMENTS.

         The Trustee or such other record keeper as the Committee shall
         designate shall furnish to each Member or Beneficiary annually or more
         frequently a statement setting forth the value of his Accounts.


                                                                              32
<PAGE>   39

                           ARTICLE VIII: DISTRIBUTIONS

8.01     IN GENERAL.

         Distribution of a Member's Accounts shall be in accordance with the
         Rules of this Article VIII.

         (a)      Retirement. The Method of distribution to be made after
                  Retirement may be elected by the Member in accordance with
                  procedures prescribed by the Committee. The method of
                  distribution shall be any one of the methods in paragraph
                  8.02. If no such election is made, the distribution shall be
                  made pursuant to the method described in paragraph 8.02(a),
                  subject to paragraph 8.02(c).

         (b)      Death. Payments to a Beneficiary upon death of the Member
                  shall be made pursuant to subparagraphs (a) or (b) of
                  paragraph 8.02 as specified by election made during the
                  Member's lifetime in accordance with procedures prescribed by
                  the Committee, subject to the right of a Beneficiary who is
                  the Member's Spouse to elect a direct transfer of an Eligible
                  Rollover Distribution under paragraph 8.02(c). A Member may
                  specify that a designated Beneficiary may elect to reduce an
                  installment period previously elected by the Member under
                  paragraph 8.02(b) or accelerate the lump sum payment in
                  paragraph 8.02(a). If no specification of distribution method
                  was made by the Member, distribution shall be made as elected
                  by the Beneficiary. If no Member or Beneficiary election is
                  made, distribution shall be made pursuant to the method
                  described in paragraph 8.02(a), subject to paragraph 8.02(c).

         (c)      Disability. In cases of Disability, payments from a Member's
                  After Tax Account, Tax Deferred Account and Matching Account
                  upon the Member's election made in accordance with procedures
                  prescribed by the Committee. The provisions of paragraph
                  8.04(b) shall not apply while such a Member retains Employee
                  status. Distribution pursuant to this paragraph may be
                  pursuant to any one of the methods in paragraph 8.02 as
                  specified by election of the Member in accordance with
                  procedures prescribed by the Committee. If no such election is
                  made, the distribution shall be made pursuant to the method
                  described in paragraph 8.02(a), subject to paragraph 8.02(c).

         (d)      Discharge without Cause. Payments to a Member because of
                  Discharge without Cause shall be made pursuant to any one of
                  the methods in paragraph 8.02. If no such election is made,
                  the distribution shall be made pursuant to the method
                  described in paragraph 8.02(a), subject to paragraph 8.02(c).


                                                                              33
<PAGE>   40

         (e)      Other Termination of Employment. Payments to Members whose
                  employment is terminated for reasons other than Retirement,
                  death or Discharge without Cause shall be made pursuant to the
                  method described in paragraph 8.02(a), subject to paragraph
                  8.02(c).

         (f)      Required Beginning Date. A Member who has attained his
                  "required beginning date" under section 401(a)(9) of the Code
                  may make an election of the method of distribution in
                  accordance with procedures prescribed by the Committee. The
                  method of distribution shall be any one of the methods in
                  paragraph 8.02. If no such election is made, the distribution
                  shall be made pursuant to the method described in paragraph
                  8.02(a), subject to paragraph 8.02(c).

8.02     METHODS OF  DISTRIBUTION.

         Methods of distribution which may be available to a Member or
         Beneficiary pursuant to paragraph 8.01 are the following:

         (a)      A lump sum.

         (b)      Installments, over a period which shall not exceed 30 years
                  under such one of the following methods in subparagraph (i) or
                  (ii) as is elected by the Member or Beneficiary in writing to
                  the Committee:

                  (i)      Annual payments, the amounts of which are
                           recalculated annually by dividing the current value
                           of the Member's Accounts by the remaining number of
                           unpaid installments; or

                  (ii)     Annual payments, the amounts of which are calculated
                           by dividing the current value of the Member's
                           Accounts by the number of years over which
                           installments are payable. If the amount of any annual
                           installment so calculated is in excess of the balance
                           to the credit of the Accounts, such balance shall be
                           distributed and no further installments shall be
                           made. Any surplus remaining in the Member's Accounts
                           at the expiration of the period elected by him for
                           receipt of installment payments shall be distributed
                           with the last annual installment.

                  Notwithstanding the above, an installment arrangement must
                  provide for payment over a period which meets the requirements
                  of paragraph 8.04(e). A Member or Beneficiary may elect in
                  writing to reduce an installment period previously elected.

         (c)      A direct transfer to the trustee or other custodian of an
                  Eligible Retirement Plan of all or a specified amount that
                  part of the Member's Accounts distributable under subparagraph
                  (a) or (b) which is an Eligible Rollover Distribution,
                  provided that to invoke this option:


                                                                              34
<PAGE>   41

                  (i)      the Member or Beneficiary must specify, in accordance
                           with procedures prescribed by the Committee, the
                           Eligible Retirement Plan to which the distribution is
                           to be paid;

                  (ii)     the Member or Beneficiary must provide, in accordance
                           with procedures prescribed by the Committee, adequate
                           information regarding the designated Eligible
                           Retirement Plan.

                  Reasonable reliance may be placed on such information
                  concerning a designated Eligible Retirement Plan as is
                  provided by the Member or Beneficiary and independent
                  verification of such information is not required.
                  Notwithstanding the foregoing, an Alternate Payee who is not
                  the Member's Spouse or former Spouse or a Beneficiary who is
                  not the Member's Spouse may not elect a direct transfer and a
                  Spouse may elect a direct transfer only to an Eligible
                  Retirement Plan which is an individual retirement account.

8.03     MEDIUM OF PAYMENT.

         Payments from the Funds will normally be made in cash; however, at the
         request of the Member or Beneficiary, payment from the Member's Stock
         Fund may be made in full shares of stock of the H.J. Heinz Company and
         cash in lieu of fractional shares.

8.04     TIMING OF DISTRIBUTIONS.

         Any provision herein to the contrary notwithstanding, all distributions
         pursuant to paragraph 8.01 must meet the following rules:

         (a)      If the value of a Member's Accounts exceeds $5,000,
                  distribution shall not be made or commence before the later
                  of:

                  (i)      the Member's termination of employment, or

                  (ii)     his attainment of age 70-1/2,
                  unless the Member (or the Beneficiary of a deceased Member)
                  consents to earlier payment.

         (b)      If the value of the Member's Account is less than $5,000, a
                  distribution shall be made as soon as is practicable after
                  termination of employment.

         (c)      Distribution of a Member's Accounts shall be made or shall
                  commence, unless the Member elects otherwise, not later than
                  60 days after the later of:

                  (i)      the end of the Plan Year in which the Member attains
                           age 65, or

                  (ii)     the end of the Plan Year in which the Member's
                           Retirement occurs.


                                                                              35
<PAGE>   42

         (d)      In the event that a Member ceases to be an Employee because of
                  the disposition by the Employer of substantially all of the
                  assets of a trade or business or the sale of a subsidiary but
                  continues employment with the successor employer, no
                  distribution shall be made with respect to the Tax Deferred
                  Account of an affected member unless the applicable
                  requirements of section (k)(2)(B) and section 401(k)(10) of
                  the Code are met.

         (e)      An installment arrangement under paragraph 8.02(b) must
                  provide for payment over an installment period which does not
                  exceed the life expectancy of the last survivor of the Member
                  and his Beneficiary or if the Member is deceased, the life
                  expectancy of the Beneficiary, with the amount of installments
                  to be calculated in a manner which complies with the
                  requirements of section 401(a)(9) of the Code (including the
                  incidental benefit requirements of Code section 401(a)(9)(G)),
                  and regulations thereunder, which shall override any provision
                  of this Plan inconsistent therewith. In the event of the death
                  of the Member who is receiving installment payments under
                  paragraph 8.02(b) as of his date of death, the benefits shall
                  be distributed at least as rapidly as under the method of
                  payment selected by the Member. No benefit option selected by
                  a Beneficiary shall defer the commencement of distribution
                  beyond one year after the Member's date of death or, if the
                  Beneficiary is the Member's spouse, the April 1 of the
                  calendar year following the calendar year in which the Member
                  would have attained age 70-1/2.

8.05     VALUATION.

         Valuation of Accounts for purposes of distribution to or on behalf of a
         Member or Beneficiary shall be made as of the effective date of each
         payment or transfer. For purposes of the preceding sentence:

         (a)      the effective date of an immediate distribution of an Account
                  of $5,000 or less pursuant to paragraph 8.04(b) shall be the
                  first Valuation Date occurring after the Committee receives
                  notice of termination of employment; and

         (b)      the effective date of any distribution with respect to which
                  the consent of a Member or Beneficiary is required shall be
                  the first Valuation Date occurring after the Committee
                  receives the distribution election in accordance with
                  procedures prescribed by the Committee.

8.06     WRITTEN EXPLANATION.

         Within a reasonable time before a distribution is made from the Plan,
         the recipient shall, in accordance with procedures prescribed the
         Committee, be provided with a written explanation of:


                                                                              36
<PAGE>   43

         (a)      the provisions under which the recipient may have the
                  distribution directly transferred to another Eligible
                  Retirement Plan;

         (b)      the provision which requires the withholding of tax on
                  Eligible Rollover Distributions which are not directly
                  transferred to another Eligible Retirement Plan;

         (c)      the provisions under which an Eligible Rollover Distribution
                  will not be subject to tax if transferred to an Eligible
                  Retirement Plan within 60 days after receipt; and

         (d)      the provisions concerning taxation of lump sum distributions
                  and distributions of employer securities.


                                                                              37
<PAGE>   44

                             ARTICLE IX: TRUST FUND

9.01     TRUSTEE AND TRUST AGREEMENT.

         The Board of Directors shall select one or more organizations or
         individuals to serve as Trustee and the Employer shall enter into one
         or more agreements of trust providing for the administration of the
         Trust Fund in such form and containing such provisions as the Employer
         deems appropriate, including, but not by way of limitation, provisions
         with respect to the powers and authority of the Trustee and the
         authority of the Employer to amend or terminate the Trust Agreement or
         to change the Trustee and to settle the accounts of the Trustee on
         behalf of all persons having an interest in the Trust Fund. The
         principal or the income of the Trust Fund shall not be used for any
         purpose other than for the exclusive benefit of Members and
         Beneficiaries or to meet the necessary expenses of the Plan.

9.02     EXPENSES.

         Brokerage fees, commissions, taxes and expenses incident to the income
         or assets of the Trust or the purchase or sale of securities by the
         Trustee shall be deemed to be a charge against such income or assets,
         or part of the cost of such securities or a deduction in computing the
         proceeds therefrom, as the case may be. All other expenses of the Plan,
         including record keeping fees, administrative charges, professional
         fees, Trustee fees, and expenses and transfer taxes on distribution of
         shares of stock, may be paid by the Trustee from the assets of the
         Trust Fund unless paid by the Employer.

9.03     INVESTMENT FUNDS.

         One or more Investment Funds, as selected by the Investment Committee
         appointed pursuant to paragraph 10.05, shall be established for the
         investment and reinvestment of contributions made on behalf of or by
         Members of the Plan.

         (a)      Investment Funds selected by the Investment Committee may
                  include, but shall not be limited to, accounts or contracts
                  with insurance companies and accounts with banks, trust
                  companies, mutual funds, investment companies, other equity
                  funds managed by investment managers as defined under section
                  3(38) of ERISA or by the Investment Committee or a common
                  trust fund operated by the Trustee of the Plan; provided,
                  however, one of the Funds established shall be a Stock Fund.
                  Any Investment Fund selected by the Investment Committee shall
                  be communicated to Members and Beneficiaries in a timely
                  fashion.


                                                                              38
<PAGE>   45

         (b)      The Plan adopts and includes the provisions of any group or
                  common trust fund in which the Plan's Trust participates, but
                  only as long as such group or common trust fund remains
                  qualified under section 401(a) of the Code and exempt from
                  taxation under section 501(a) of the Code in accordance with
                  Revenue Ruling 81-100.

         (c)      The Trustee shall reinvest in each of the above Funds the
                  dividends, interest and other distributions received on the
                  assets held by the Trustee in the respective Funds. The
                  Trustee may keep such amounts of cash and short-term
                  investments as it shall deem necessary or advisable to
                  maintain as a part of such Funds.

9.04     INVESTMENT ELECTIONS BY MEMBERS.

         Upon enrollment (or as soon as practicable thereafter) a Member shall
         elect that amounts allocated to his Account be invested entirely in one
         of the available Funds established pursuant to paragraph 9.03 or in any
         or all of such Funds in multiples of [1%]. Each Member shall assume all
         investment risks connected with the assets held by the Trustee for his
         Accounts (other than his Matching Account) and is solely responsible
         for the selection of his investment options. The Trustee, the
         Investment Committee, the Committee, the Employer, and the officers,
         supervisors and other employees of the Employer are not empowered to
         advise a Member as to the manner in which such Accounts shall be
         invested. The fact that an Investment Fund is available to Members for
         investment under the Plan shall not be construed as a recommendation
         for investment in that Investment Fund. In default of any election by a
         Member, his undirected Accounts shall be invested in such Fund or Funds
         as the Investment Committee may direct.

9.05     INVESTMENT ELECTION CHANGES.

         The Committee shall establish procedures whereby a Member may elect to
         change the investment of future additions to his Account to any
         combination of selections permitted under paragraph 9.04. Such
         procedures may provide that an election in effect at the end of any
         calendar month shall apply to all additions for such month, whether
         received by the Trustee before or after the end of such month.

9.06     REALLOCATION AMONG FUNDS.

         The Committee shall establish procedures whereby a Member, an inactive
         or Retired Member or the Beneficiary of a deceased Member may elect to
         reallocate among the Investment Funds in multiples of 1% the investment
         of his existing Tax Deferred Account, After Tax Account, Rollover
         Account and Profit Sharing Contribution Account.


                                                                              39
<PAGE>   46

9.07     TRANSFERRED AMOUNTS.

         Amounts allocated to a Member's Account as amounts transferred on
         behalf of the Member from the Heinz Employee Retirement and Savings
         Plan, to the extent not consisting of shares of stock of the H.J. Heinz
         Company, shall be invested entirely in one of the available Funds or in
         any or all such available Funds as the Member shall elect pursuant to
         paragraph 9.04. Shares of stock of the H.J. Heinz Company allocated to
         a Member's Account with respect to such transfer shall be allocated to
         a separate account for the Member and, as the Member shall so elect
         with respect to any and all such shares of stock, shall be sold from
         such separate account and the proceeds of such sale or sales shall be
         invested entirely in one of the available Funds or in any or all such
         available Funds as the Member shall elect pursuant to paragraph 9.04;
         provided, however, that any such shares of stock remaining in such
         separate account on December 31, 2000 shall be sold from such separate
         account and the proceeds of such sale invested in the available Fund or
         Funds in the same proportion as amounts described in paragraph 9.04 are
         invested in such Funds or Funds.

9.08     INTERIM INVESTMENT FUND.

         All amounts allocated to a Member's Account, other than shares of stock
         of the H.J. Heinz Company described in paragraph 9.07, shall, prior to
         the establishment of Investment Funds as described in paragraph 9.03,
         be invested as the Investment Committee shall direct.

9.09     MEMBER LOANS.

         Loans shall be made available to any Member who is an Employee, in
         accordance with the following provisions of this paragraph 9.09.

         (a)      Loans shall be made available to all Members on a reasonably
                  equivalent and nondiscriminatory basis and in accordance with
                  section 408(b)(1) of ERISA and regulations promulgated
                  thereunder. The Committee may suspend at any time
                  authorization for future loans to Members but no such
                  suspension shall affect any loan then outstanding.

         (b)      Upon the application of a Member who is an Employee, the
                  Committee or its delegate shall instruct the Trustee to make a
                  loan to such Member first from his Tax Deferred Account (if
                  any), and then, if necessary, from his Matching Account (if
                  any), and then, if necessary, from his Rollover Account (if
                  any), and then, if necessary, from his After Tax-Contributions
                  (if any) and provided that such loan meets the requirements of
                  paragraph 9.10. The promissory note executed pursuant to
                  paragraph 9.10(f) shall be held in trust by the Trustee as a
                  Trust asset and allocated solely to the borrower's Accounts,
                  and the value of such promissory note shall be considered to
                  be the


                                                                              40
<PAGE>   47

                  outstanding unpaid balance of the note including any accrued
                  interest. No loan shall be made until the Member has completed
                  the appropriate form (whether in one or more separate
                  documents or by undertaking any alternative procedures
                  prescribed by the Committee) and submitted (or otherwise
                  communicated) to the Committee or its delegate such
                  information as deemed appropriate, which shall include, among
                  other items, the Member's promise to repay to the Trustee, as
                  payee, the full amount, the loan term, the repayment schedule,
                  the Member's authorization and direction that the Employer
                  shall withhold each Payroll Period and remit to the Trustee
                  the appropriate installment amounts, and such other terms and
                  conditions as are consistent with this paragraph and paragraph
                  9.10. If the loan is approved, the Trustee shall have a
                  conditional security interest in the Member's Accounts to the
                  Trustee as security for repayment of the loan. The Committee
                  or its delegate shall inform a Member in writing within a
                  reasonable time of the approval or denial (and the reason(s)
                  for denial) of a loan request.

         (c)      No more than one (1) loan made to a Member may be outstanding
                  at any time.

         (d)      If a Member obtains a loan under this paragraph 9.09, his
                  status as a Member and rights with respect to Plan benefits
                  are not affected, except to the extent that the Member has
                  assigned interests in the Accounts pursuant to this paragraph
                  and paragraph 9.10.

9.10     LOAN REQUIREMENTS.

         A loan pursuant shall meet all of the following requirements:

         (a)      Minimum Amount. A loan must be in an amount not less than one
                  thousand dollars ($1,000).

         (b)      Maximum Amount. A loan shall not exceed the least of:

                  (i)      50% of the value of the Member's vested interest in
                           the Member's Account balance.

                  (ii)     100% of the value of the Member's Tax Deferred
                           Account, Matching Account, Rollover Account and After
                           Tax Account, and

                  (iii)    $50,000 reduced by the greater of the unpaid balance
                           (if any) of any other loan from the Plan to the
                           Member on the date the loan is made or the highest
                           outstanding balance of loans (if any) from the Plan
                           to the Member during the one-year period ending on
                           the day before the date the loan is made.

         (c)      Valuation. The value of a Member's Accounts shall be
                  determined as of the last valuation completed immediately
                  prior to the date on which


                                                                              41
<PAGE>   48

                  the Member's loan request is received (or, if the Committee or
                  its delegate shall so direct, any later Valuation Date prior
                  to the distribution of funds. If any unpaid balance is
                  required to be taken into account under clause (iii), such
                  unpaid balance shall also be taken into account as included in
                  the Member's Account balance under clause (ii).

         (d)      Interest and Amortization. A loan shall bear interest that is
                  fixed for the term of the loan, and shall provide for
                  substantially level amortization (within the meaning of
                  section 72(p)(2)(C) of the Code) with payments made through
                  payroll deductions during any period that the Member receives
                  pay for employment by the Employer and otherwise with payments
                  made monthly by the Member's personal check. The rate of
                  interest for loans shall be set for each calendar quarter to
                  apply to all loans made in such quarter. The rate of interest
                  set for a calendar quarter shall be equal to 1% plus the
                  published prime interest rate of a bank selected by the
                  Committee as that rate is published on the tenth business day
                  preceding the end of the preceding quarter; provided, however,
                  that the Committee may direct that the interest rate be
                  changed more frequently than quarterly by reference to such
                  prime rate as published on any date that is not more than 10
                  days prior to the date such change is first effective. If the
                  rate of interest set pursuant to the preceding sentence
                  exceeds the highest rate which may legally be charged under
                  applicable law, no loans may be made to any Member,
                  notwithstanding any other provision in this paragraph 9.10 to
                  the contrary.

         (e)      Repayment Term. The principal amount of a loan must be payable
                  no later than the earlier of the following dates:

                  (i)      The expiration of a 5 year term, except for a loan
                           used to acquire any dwelling unit which within a
                           reasonable time is to be used (determined at the time
                           the loan is made) as a principal residence of the
                           Member, which may be for any longer term of whole
                           years not in excess of 15 years.

                  (ii)     The date on which distribution of the Member's
                           Accounts is made or otherwise commences following the
                           Member's Severance from Service Date.

                  Notwithstanding the foregoing, a Member shall have the right
                  to prepay the full outstanding balance of such loan without
                  penalty, at any time.

         (f)      Promissory Note. A loan shall be evidenced by a promissory
                  note executed by the Member. Such note shall provide that if
                  the Member receives pay for employment by an Employer, the
                  loan is to be paid by


                                                                              42
<PAGE>   49

                  regular deductions from his pay in each pay period in which
                  the loan is outstanding and that if the Member is not
                  receiving pay for employment by an Employer, the loan is to be
                  paid monthly by a Certified or Bank Check. The promissory note
                  shall also contain such other terms as the Committee or its
                  delegate shall in its sole discretion determine.

         (g)      Written Agreement. A loan shall be made pursuant to a loan
                  agreement executed by the Member and the Trustee (directly, or
                  acting through the Committee or its delegate), on a form
                  containing such terms and provisions as the Committee or its
                  delegate shall determine.

         (h)      Loan Expenses. Any fees, taxes, charges or other expenses
                  (including without limitation any asset liquidation charge or
                  similar extraordinary expense) incurred in connection with a
                  loan shall be paid or charged against the Accounts of the
                  Member from which the loan is made unless otherwise determined
                  by the Committee.

         (i)      Allocation Among Investment Funds. A loan shall be allocated
                  on a pro rata or substantially pro rata basis among the
                  Investment Funds in which the Member's Tax Deferred Account,
                  Matching Account, Rollover Account, and After Tax Account
                  (whichever was the source for the loan) is invested.

         (j)      Repayment. The total amount of principal and interest payments
                  on a Member's loan shall be allocated to the Member's Accounts
                  out of which the loan was funded, in the following order: (1)
                  After Tax Contributions; (2) Rollover Account; (3) Matching
                  Account, (4) Tax Deferred Account. Such payments shall be
                  allocated to such Investment Funds as the Member shall have
                  designated under paragraph 9.04.

         (k)      Disposition of Loan Upon Certain Events. Subject to the
                  provision of paragraph 9.10(d) authorizing prepayment of a
                  loan, in the event of the death of a Member before the Member
                  repays all outstanding loans, the Trustee shall reduce the
                  value of the Member's Accounts by the amount of the Member's
                  outstanding loan before making a distribution to the Member or
                  his beneficiary.

         (l)      Default. A loan shall be in default if a scheduled payment of
                  principal or interest is not received by the Committee or its
                  delegate within 90 days following the scheduled payment date.
                  Upon such default, the outstanding principal amount and
                  accrued interest of the loan shall become immediately due and
                  payable, and the Committee or its delegate may direct the
                  Trustee to execute upon the Plan's security interest in the
                  Member's Accounts to satisfy the debt; provided, however, that
                  the execution shall not occur until such time as the Member's
                  Accounts could be distributed to the Member consistent with
                  the requirements for qualification of the Plan under section
                  401(k)


                                                                              43
<PAGE>   50

                  of the Code. The Committee or its delegate may take any other
                  action he deems appropriate to obtain payment of the
                  outstanding amount of principal and accrued interest, which
                  may include accepting payments of principal and interest that
                  were not made on schedule and permitting the loan to remain
                  outstanding under its original payment schedule.


                                                                              44

<PAGE>   51
                            ARTICLE X: ADMINISTRATION

10.01    THE COMMITTEE.

         The general administration and responsibility for carrying out the
         provisions of the Plan shall be placed with the Committee. The members
         of the Committee may be eligible to participate in the Plan. The
         Committee shall have complete control of the administration of the Plan
         with all powers to enable it to carry out its duties in that respect,
         subject at all times to the limitations and conditions specified in or
         imposed by the Plan.

10.02    POWERS.

         In addition to any implied powers needed to carry out the provisions of
         the Plan, the Committee shall have the following specific powers:

         (a)      To make and enforce such rules and regulations as it shall
                  deem necessary or proper for the efficient administration of
                  the Plan, including procedures for enrollment, investment
                  elections, withdrawals and distributions, and to design
                  written forms or other documents to implement such rules,
                  regulations and procedures.

         (b)      To interpret the Plan and to decide any and all matters
                  arising hereunder, including the right to remedy possible
                  ambiguities, inconsistencies or omissions.

         (c)      To determine the amount of benefits that shall be payable to a
                  Member or Beneficiary in accordance with the provisions of the
                  Plan.

         (d)      To authorize disbursements from the Trust Fund and the payment
                  of monies or property, or both, therefrom to a Member or
                  Beneficiary and others; and to arrange for withholding and
                  remittance of such withholding taxes as are required under the
                  Code.

         (e)      To authorize one or more of its number or any agent to execute
                  or deliver any instrument or make any payment on its behalf;
                  to retain counsel, employ agents and provide for such
                  clerical, accounting, actuarial and consulting services as it
                  may require in carrying out the provisions of the Plan; and to
                  allocate among or delegate to other persons all or such
                  portion of its duties hereunder, other than those granted to
                  the Trustee under the Trust Agreement adopted for use in
                  implementing the Plan, as the Committee in its sole discretion
                  shall decide.

         (f)      To determine benefit eligibility under this Plan, to interpret
                  Plan provisions and to take any action necessary to execute
                  the provisions of the Plan, and all such authority shall be
                  exercised in a manner consistent with the provisions of the
                  Plan.


                                                                              45
<PAGE>   52
         All interpretations, determinations and decisions of the Committee in
         respect of any matter hereunder shall be final, conclusive and binding
         upon the Employees, Members and Beneficiaries and all other persons
         claiming an interest under the Plan.

10.03    QUORUM AND COMMITTEE ACTIONS.

         A majority of the members of the Committee shall have the power to act
         with or without a meeting and the concurrence of any member may be by
         letter, wire, cablegram, fax or telephone.

10.04    INSUFFICIENT INFORMATION.

         In the event the Employer does not provide sufficient information to
         the Committee concerning any aspect of the Plan's operation, including
         but not limited to the amount of a Member's contributions, investment
         elections or other transactions involving a Member's Account, to enable
         the Plan to accurately complete valuations or process transactions in
         the normal course of operations, the Committee may take such action as
         it deems necessary pursuant to this paragraph.

         (a)      The Committee action may include, but shall not be limited to,
                  temporarily suspending transactions by Members employed by the
                  Employer with respect to their Accounts under the Plan and
                  treating the Plan contributions from the Employer as if such
                  contributions were made by one person and allocating such
                  contributions to the appropriate Funds under the Plan in
                  accordance with the instructions of the Employer.

         (b)      In the absence of such investment election information such
                  contributions shall be invested in such Fund or Funds as the
                  Investment Committee may direct.

         (c)      In the event sufficient information is subsequently provided
                  to enable the Plan to resolve the above described situation
                  within a reasonable period of time, the amounts involved will
                  be allocated properly to the Accounts of the affected Members
                  subject to the Plan provisions.

         (d)      If sufficient information is not provided to enable the Plan
                  to resolve the above described situation within a reasonable
                  period of time, the Committee shall cause the Accounts of the
                  Members employed by such Employer to be spun off in accordance
                  with Code section 414(1) into a separate plan for which the
                  Employer will assume all responsibility.

         (e)      Any additional administrative expenses incurred by the Plan
                  due to the occurrence of the events described above shall be
                  paid to the Plan by the responsible Employer. The payment of
                  such expenses shall be due and payable upon receipt by such
                  Employer of a written notice from the Committee of the amount
                  of such additional administrative


                                                                              46
<PAGE>   53
                  expenses. In addition, if an Employer fails to provide
                  sufficient information to the Plan concerning any aspect of
                  its operations and such failure causes an error in the Plan's
                  operations, including, but not limited to, inaccuracies
                  involving transactions, such Employer shall pay to the Plan,
                  as an additional administrative expense, the amount necessary
                  to rectify such error. The payment of such expense shall be
                  due and payable upon receipt by the Employer of a written
                  notice from the Committee of the amount of such expense.

10.05    INVESTMENT COMMITTEE.

         The Board of Directors shall appoint an Investment Committee which
         shall consist of three or more members who shall serve at the pleasure
         of the Board. To the extent not otherwise limited by the provisions of
         the trust instrument or this Plan, for the purpose of carrying out its
         duties and responsibilities, the members of the Investment Committee
         may direct the Trustee in the management of the assets of the Plan; may
         appoint one or more investment managers to direct the Trustee in the
         management of the assets of the Plan; may establish procedures to
         evaluate the investment performance of the Funds of the Plan and its
         asset managers; and may allocate among themselves or delegate to other
         persons all or such portion of their duties hereunder, as they, in
         their sole discretion shall decide.

10.06    LIABILITY INSURANCE AND INDEMNIFICATION.

         The Employer shall obtain insurance or indemnify the members of the
         Committee and the Investment Committee for any and all liability,
         whether joint or several, for their acts and conduct, or the acts or
         conduct of their agents, in their official capacity, to the fullest
         extent permitted or authorized by current or future legislation or by
         current or future judicial or administrative decision.

10.07    QUALIFIED DOMESTIC RELATIONS ORDERS.

         The Committee shall establish reasonable written procedures consistent
         with the requirements of section 206(d)(3) of ERISA for determining
         whether a domestic relations order is a Qualified Domestic Relations
         Order and to administer any Qualified Domestic Relations Order.
         Notwithstanding any other provision of the Plan, a Qualified Domestic
         Relations Order may provide that a lump sum payment (or, if otherwise
         permitted, a direct transfer of a lump sum amount) of the portion of a
         Member's Accounts assigned to an Alternate Payee shall be made as soon
         as administratively feasible whether or not the Member is entitled to a
         withdrawal or distribution at such time.

10.08    FIDUCIARY STANDARD.

         The members of the Committee and the Investment Committee shall use
         that degree of care, skill, prudence and diligence that a prudent man
         acting in a


                                                                              47
<PAGE>   54
         like capacity and familiar with such matters would use in his conduct
         in a similar situation.

10.09    FACILITY OF PAYMENT.

         Whenever, in the Committee's opinion, a person entitled to receive any
         payment of a benefit or installment thereof hereunder is under legal
         disability or is incapacitated in any way so as to be unable to manage
         his financial affairs, the Committee may direct the Trustee to make
         payments to such person or to his legal representative or to a relative
         or friend of such person for his benefit or to apply the payment for
         the benefit of such person in such manner as it considers advisable.

10.10    VALUATION DATES.

         The Committee shall establish procedures for determining the Valuation
         Dates which shall apply for withdrawals, distributions or other
         relevant purposes. Valuation Dates need not be the same for all
         purposes.


                                                                              48
<PAGE>   55
                 ARTICLE XI: AMENDMENT, TERMINATION, AND MERGER

11.01    RIGHT TO TERMINATE OR AMEND.

         The Board of Directors reserves the right to terminate, modify, alter
         or amend this Plan or any Trust Agreement hereunder from time to time
         to any extent that it may deem advisable including, but not without
         limiting the generality of the foregoing, any amendment deemed
         necessary to ensure the continued qualification of the Plan under
         section 401(a) and section 401(k) Code, or the appropriate provisions
         of any subsequent revenue law or any other applicable laws regulating
         employee plans. No such amendment shall increase the dues or
         responsibilities of the Trustee without its consent thereto in writing.
         No such amendment shall have the effect of diverting the whole or any
         part of the principal or income of the Trust Fund to purposes other
         than for the exclusive benefit of Members and Beneficiaries. A
         modification or amendment of the Plan may affect present as well as
         future Members and Beneficiaries but may retroactively reduce the
         Accounts of any Member or Beneficiary.

11.02    TERMINATION PROCEDURES.

         In the event of termination or partial termination of the Plan or the
         complete discontinuance of Employer contributions, the Accounts of
         affected Members shall be fully vested and the Trustee shall:

         (a) pay any and all expenses chargeable against the Trust Fund;

         (b)      determine from the Committee the balance in each Member's
                  Account;

         (c)      as directed by the Committee, either:

                  (i)      distribute the balance in the affected Members'
                           Accounts in the manner prescribed in Article VIII,
                           provided that no distribution shall be made with
                           respect to the Tax Deferred Account of an effected
                           Member unless the applicable requirements of section
                           401(k)(2)(B) and 401(k)(10) of the Code are met; or

                  (ii)     continue to maintain the Trust Fund and Plan to pay
                           benefits in accordance with the provisions of Article
                           VIII, except that no Employee shall become a Member
                           on or after the effective date of such termination.

                  In making any distributions after termination of the Plan, any
                  and all determinations, divisions, appraisals, apportionments
                  and allotments determined by the Committee shall be final and
                  conclusive. If, after all liabilities of the Plan to Members
                  and Beneficiaries have been satisfied or provided for, any
                  assets remain unallocated in the suspense account


                                       49
<PAGE>   56
         provided for in paragraph 4.10(d)(ii), then such assets shall be
         distributed to the Employer.

11.03    MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS.

         In the case of any merger or consolidation with, or transfer of assets
         and liabilities to, any other plan, provisions shall be made so that
         each Member, former Member and Beneficiary on the date thereof would,
         if the Plan were then terminated, receive a benefit immediately after
         the merger, consolidation or transfer that would be equal to or greater
         than the benefit he would have been entitled to receive immediately
         prior to the merger, consolidation or transfer if the Plan had then
         been terminated.


                                                                              50
<PAGE>   57
                         ARTICLE XII: GENERAL PROVISIONS

12.01    UNIFORM ADMINISTRATION.

         Whenever the administration of the Plan requires any action by the
         Employer, the Committee or any member thereof, including action with
         respect to eligibility or classification of Employees or contributions
         or benefits, such action shall be uniform in nature, shall apply to all
         persons similarly situated and shall not discriminate in favor of any
         Employee.

12.02    SOURCE OF PAYMENT.

         Benefits under this Plan shall be payable only out of the Trust Fund.
         Neither the Employer, the Board of Directors or any members thereof,
         nor the Committee or any member thereof shall have any legal
         obligation, responsibility or liability to make any direct payment of
         benefits accrued under the Plan. Neither the Employer, the Trustee, the
         Board of Directors or any member thereof, nor the Committee or any
         member thereof guarantees the Trust Fund against any loss or
         depreciation or guarantees the payment of any benefit hereunder.

12.03    NO RIGHT TO EMPLOYMENT.

         Nothing herein contained shall be deemed to give any Employee the right
         to be retained in the service of the Employer or to interfere with the
         right of the Employer to discharge him at any time.

12.04    BENEFITS NOT ASSIGNABLE.

         Except (a) as provided in a Qualified Domestic Relations Order or (b)
         in the case of loans in effect before January 1, 1990 in accordance
         with paragraph 9.09, no right or interest of any Member or Beneficiary
         in the Plan, or in the Accounts, shall be assignable or transferable,
         or subject to any lien, in whole or in part, either directly or by
         operation of law, or otherwise including, but not by way of limitation,
         execution, levy, garnishment, attachment, pledge, bankruptcy or in any
         other manner, and no right or interest of any Member of Beneficiary in
         the Plan or in the Accounts shall be liable for, or be subject to, any
         obligation or liability of such Member or Beneficiary.

12.05    LAWS APPLICABLE.

         Subject to the provisions of ERISA, the Plan shall be governed by, and
         construed in accordance with, the laws of the State of New York.

12.06    ELECTION PROCEDURES.

         Any elections, designations, withdrawals, authorizations and other
         actions taken by Employees, Members, or Beneficiaries shall be in
         accordance with procedures prescribed by the Committee.


                                                                              51
<PAGE>   58
12.07    TOP-HEAVY REQUIREMENTS.

         (a)      The following definitions apply to the terms used in this
                  paragraph:

                  (i)      "applicable determination date" means the last day of
                           the preceding Plan Year;

                  (ii)     "top-heavy ratio" means the ratio of (A) the value of
                           the aggregate of the Accounts under the Plan for Key
                           Employees to (B) the value of the aggregate of the
                           Accounts under the Plan for all Key Employees and
                           non-Key Employees;

                  (iii)    "non-Key Employee" means any Employee who is not a
                           Key Employee;

                  (iv)     "applicable Valuation Date" means the Valuation Date
                           coincident with or immediately preceding the last day
                           of the preceding Plan Year;

                  (v)      "required aggregation group" means any other
                           qualified plan(s) of the Employer or an Affiliate in
                           which there are members who are Key Employees or
                           which enable(s) the Plan to meet the requirements of
                           section 401(a)(4) or 410 of the Code; and

                  (vi)     "permissive aggregation group" means each plan in the
                           required aggregation group and any other qualified
                           plan(s) of the Employer or an Affiliate in which all
                           members are non-Key Employees, if the resulting
                           aggregation group continues to meet the requirements
                           of sections 401(a)(4) and 410 of the Code.

         (b)      For purposes of this paragraph, the Plan shall be "top-heavy"
                  with respect to any Plan Year if, as of the applicable
                  determination date the top-heavy ratio exceeds 60%. The
                  top-heavy ratio shall be determined as of the applicable
                  Valuation Date in accordance with section 416(g)(3) and (4) of
                  the Code and Article VII of this Plan. For purposes of
                  determining whether the Plan is top-heavy, the Account
                  balances under the Plan will be combined with the account
                  balances or the present value of accrued benefits under each
                  other plan in the required aggregation group, and, in the
                  Employer's discretion, may be combined with the account
                  balances or the present value of accrued benefits under any
                  other qualified plan in the permissive aggregation group.

         (c)      The following provisions shall be applicable to Members for
                  any Plan Year with respect to which the Plan is top-heavy:

                  (i)      All Matching Accounts shall become 100% vested and
                           all future contributions to the Plan shall be
                           immediately 100% vested.

                  (ii)     An additional Employer contribution shall be
                           allocated on behalf of each Member (and each Employee
                           eligible to become a


                                                                              52
<PAGE>   59
                           Member) who is a Non-Key Employee, and who has not
                           terminated service as of the last day of the Plan
                           Year, to the extent that Profit Sharing Contributions
                           and Matching Contributions on his behalf for the Plan
                           Year which are not needed to meet the contribution
                           percentage test set forth in paragraph 4.08 would
                           otherwise be less than 3% of his Compensation (up to
                           the Compensation Limit). However, if the greatest
                           percentage of Compensation (up to the Compensation
                           Limit) contributed on behalf of a Key Employee for
                           the Plan Year would be less than 3%, such lesser
                           percentage shall be substituted for "3%" in the
                           preceding sentence. Notwithstanding the foregoing
                           provisions of this subparagraph (ii), no minimum
                           contribution shall be made under this Plan with
                           respect to a Member (or an Employee eligible to
                           become a Member) if the required minimum benefit
                           under section 416(c)(1) of the Code is provided to
                           him by any other qualified pension plan of the
                           Employer or an Affiliate.

12.08    GENDER AND NUMBER.

         Masculine pronouns used herein shall refer to men or women or both and
         nouns when stated in the singular shall include the plural and when
         stated in the plural shall include the singular whenever appropriate.

12.09    INTERPRETATIONS RELATING TO ALTERNATE PAYEES.

         Unless the context otherwise requires, any reference herein to a Member
         or Beneficiary shall be deemed to be a reference to an Alternate Payee
         to the extent (a) appropriate to carry out the purposes of the
         applicable Qualified Domestic Relations Order and (b) not inconsistent
         with the procedures adopted by the Committee pursuant to paragraph
         10.07.


                                                                              53
<PAGE>   60
                         ARTICLE XIII: CLAIMS PROCEDURE

13.01    APPLICATION FOR PAYMENT.

         Payments to Members or their Beneficiaries shall be made upon
         application submitted in accordance with procedures prescribed by the
         Committee.

13.02    DISPOSITION OF CLAIM.

         The Committee shall furnish written notice of disposition of a claim to
         the claimant within 60 days after the claimant has filed application
         therefor. In the event the Committee denies such claim, it shall
         specifically set forth in writing the reasons for the denial, cite the
         pertinent provisions of the Plan, and, where appropriate, provide an
         explanation as to how the claimant can perfect such claim.

13.03    APPEALS.

         Any Member or Beneficiary who has been denied a benefit shall be
         entitled, upon request to the Secretary of the Committee, to appeal the
         denial of his claim. The claimant must provide a written statement of
         his position to the Secretary of the Committee not later than 60 days
         after receipt of the notification of denial of claim as set forth in
         paragraph 13.02. The Committee shall within 60 days after receipt of
         such notice communicate to the claimant its decision in writing.

13.04    COMMITTEE DECISION FINAL.

         The Committee's determination of benefits due under the Plan shall be
         accorded deference and its decision shall be final and binding upon all
         parties.


                                                                              54
<PAGE>   61
                             ARTICLE XIV: SIGNATURE

To record the adoption of this Plan by the Employer and its Affiliates
participating therein, the Employer has caused this Plan to be executed by its
duly authorized corporate officers, and its corporate seal to be hereunto
affixed, effective as of the ______ day of ____________, ________.



                                       Weight Watchers International



                                       By:      ________________________________
                                                      Authorized Officer


[Seal]



Attest:



________________________________
          Secretary


                                                                              55