Exhibit
4.1

     

    


     

    UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

     

    THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    H.J. HEINZ
COMPANY

     

    —————————————

     

    
      	
              No.
      1

            	
              U.S.
      $ 500,000,000

            
	 	      
              CUSIP:
      A23074AJ2

            


    

     

    H.J. HEINZ
COMPANY, a corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (herein called the “Company”, which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of FIVE HUNDRED MILLION UNITED STATES DOLLARS on July
15, 2013 and to pay interest thereon from July 15, 2008 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on January 15 and July 15 in each year, commencing
January 15, 2009 at the rate of 5.350% per annum, until the principal hereof is
paid or made available for payment.  The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the January 1 or
July 1 (whether or not a Business Date), as the case may be, next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, any such
interest not so timely paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     

    Payment of
the principal of (and premium, if any) and any such interest on this Security
will be made at the office or agency of the Company maintained for that purpose,
pursuant to the Indenture, which shall initially be the Corporate Trust Office
of the Trustee located at 551 Madison Avenue, 11th Floor, New York,
NY  10022, Attn: Corporate Trust Department in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debt.  The Company, by or through the
Trustee, may at its option pay interest by United States dollar check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register; provided, however, that payments to The
Depository Trust Company (“DTC”) will be made by wire transfer of immediately
available funds to the account of DTC or its nominee.

     

    
      
        
        

      

      
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    Reference
is hereby made to the further provisions of this Security set forth on the
reverse side hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     

    Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof, directly or through an Authenticating Agent, by manual
signature of an authorized signatory, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.

     

    


    
      
        
        

      

      
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    IN WITNESS
WHEREOF, the Company has caused this instrument to be duly
executed.

     

    Dated:
July 15, 2008

     

    
      	
              H.J.
      HEINZ COMPANY

            	 
	 	 
	 	 
	
              By:

            	 
      	 
	 
      	
              Name:
      Leonard A. Cullo, Jr.

            	 
	 
      	
              Title:
      Vice President-Treasurer

            	 


    

     

     

    
      
        
        

      

      
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        CERTIFICATE OF
AUTHENTICATION

         

        This is one of the
Securities of the series designated herein issued under the Indenture described
herein.

         

        Dated: July __,
2008

      

       

      
        	
                UNION BANK OF CALIFORNIA, N.A.

              	 
	 	 
	 	 
	
                By:

              	 
      	 
	 
      	
                Authorized
      Officer

              	 


      

    

     

     

    
      
        
        

      

      
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    [Form of
Reverse]

     

    This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of July 15, 2008
(herein called the “Indenture”), between the
Company and Union Bank of California, N.A., as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to U.S. $500,000,000, subject to the Company’s right from time to time, without
giving notice to or seeking the consent of the holders of the Securities, to
issue an unlimited amount of additional securities in one or more series having
the same ranking and the same interest rate, maturity and other terms as the
Securities other than issue date, issue price and the payment of interest
accruing prior to the issue date of the additional securities. The
Securities of this series are issuable in registered form, without coupons in
denominations of U.S. $2,000 or any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth Securities of this Series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of any
authorized denominations, as requested by the Holder surrendering the same, upon
surrender of the Security or Securities to be exchanged at any office or agency
described below where Securities of this series may be presented for
registration of transfer.

     

    The
Securities of this series are subject to redemption at any time, as a whole or
in part, at the election of the Company, at a Redemption Price equal to the
greater of the following amounts:

     

    
      	
              ·  

            	
              100%
      of the principal amount of the Securities being redeemed on the Redemption
      Date; or

            


    

    
      	 	 
	
              ·  

            	
              the
      sum of the present values of the remaining scheduled payments of principal
      and interest on the Securities being redeemed on that Redemption Date (not
      including any portion of any payments of interest accrued to the
      Redemption Date) discounted to the Redemption Date on a semiannual basis
      at the Treasury Rate (as defined below), as determined by the Reference
      Treasury Dealer (as defined below), plus 35 basis
  points;

            


    

     

    plus, in
each case, accrued and unpaid interest on the Securities to the Redemption Date;
provided, however, that
installments of interest on this Security whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holder of this Security, or one
or more Predecessor Securities, of record as of the close of business on the
Regular Record Dates for such interest referred to on the face hereof, all as
provided in the Indenture.

    


    Partial
redemption must be made in an amount not less than U.S. $2,000 or any
integral multiple of $1,000 in excess thereof.

     

     

    
      
        
        

      

      
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    Notice of
redemption will be given by mail to Holders of Securities, not more than 60 days
nor less than 30 days prior to the date fixed for redemption, all as provided in
the Indenture.

     

    In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation
hereof.

     

    “Comparable
Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term
of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.

    


    “Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the average of
the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(ii) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations, or (iii) if only one Reference
Treasury Dealer Quotation is received, such quotation.

    


    “Reference
Treasury Dealer” means (i) J.P. Morgan Securities Inc., Banc of America
Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or
their affiliates which are Primary Treasury Dealers (as defined below)), and
their successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a “Primary Treasury Dealer”), the Company will substitute therefor
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s)
selected by the Company.

    


    “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee (who may
consult with the Company), of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third business day preceding such Redemption
Date.

    


    “Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.

    


    Upon the
occurrence of a Change of Control Triggering Event, unless the Company has
exercised its right to redeem the Securities as described above, each


     

     

    
      
        
        

      

      
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    Holder of
the Securities will have the right to require the Company to purchase all or a
portion (equal to $2,000 and any integral multiple of $1,000 in excess thereof)
of that Holder’s Securities pursuant to the offer described below (the “Change
of Control Offer”), at a purchase price equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase,
subject to the rights of Holders of the Securities on the relevant record date
to receive interest due on the relevant interest payment date. Within 30 days
following the date upon which the Change of Control Triggering Event occurred,
or at the Company’s option prior to any Change of Control but after the public
announcement of the pending Change of Control, the Company will be required to
send, by first class mail, a notice to each Holder of the Securities, with a
copy to the Trustee, which notice will govern the terms of the Change of Control
Offer. Such notice will state, among other things, the purchase date, which must
be no earlier than 30 days nor later than 60 days from the date such notice is
mailed, other than as may be required by law (the “Change of Control Payment
Date”). The notice, if mailed prior to the date of consummation of the Change of
Control, will state that the Change of Control Offer is conditioned on the
Change of Control being consummated on or prior to the Change of Control Payment
Date.

    


    The
Company will not be required to make a Change of Control Offer if a third party
makes such an offer in the manner, at the times and otherwise in compliance with
the requirements for such an offer made by the Company and such third party
purchases all the Securities properly tendered and not withdrawn under its
offer.  Notwithstanding anything to the contrary herein, a Change of
Control Offer may be made in advance of a Change of Control Triggering Event
conditional upon such Change of Control.

    


    For
purposes of this Clause VIII:

    


    “Capital
Stock” means:

    


    1.           in
the case of a corporation, corporate stock;

    


    2.           in
the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;

    


    3.           in
the case of a partnership or limited liability company, partnership or
membership interests (whether general or limited); and

    


    4.           any
other interest or participation that confers on a person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
person.

    


    “Change of
Control” means the occurrence of any one of the following:

     

     

    
      
        
        

      

      
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    1.           the
direct or indirect sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the Company’s properties or assets
and those of the Company’s subsidiaries taken as a whole to any “person” (as
that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)), other than the Company or one of the Company’s
subsidiaries;

    


    2.           the
consummation of any transaction or series of related transactions (including,
without limitation, any merger or consolidation) the result of which is that any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), other
than the Company or one of the Company’s wholly-owned subsidiaries, becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the then outstanding shares of the
Company’s Voting Stock, measured by voting power rather than number of
shares;

    


    3.           the
first day on which a majority of the members of the Company’s Board of Directors
cease to be Continuing Directors; or

    


    4.           the
adoption of a plan relating to the Company’s liquidation or dissolution by the
Company’s Board of Directors.

    


    Notwithstanding
the foregoing, a transaction will not be considered to be a Change of Control if
(a) the Company becomes a direct or indirect wholly-owned subsidiary of a
holding company and (b)(x) immediately following that transaction, the direct or
indirect holders of the Voting Stock of the holding company are substantially
the same as the holders of the Company’s Voting Stock immediately prior to that
transaction or (y) immediately following that transaction no person is the
beneficial owner, directly or indirectly, of more than 50% of the voting stock
of such holding company.

    


    “Change of
Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.

    


    “Continuing
Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date
of the issuance of the Securities; or (2) was nominated for election, elected or
appointed to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination, election or appointment.

    


    “Fitch”
means Fitch Ratings, and its successors.

    


    “Investment
Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating categories of Moody’s), a rating of BBB- or 

     

     

    
      
        
        

      

      
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    better by
S&P (or its equivalent under any successor rating categories of S&P) and
a rating of BBB- or better by Fitch (or its equivalent under any successor
rating categories of Fitch).

    


    “Moody’s”
means Moody’s Investors Service Inc., a subsidiary of Moody’s Corporation, and
its successors.

    


    “Rating
Agency” means (1) each of Moody’s, S&P and Fitch, and (2) if any of Moody’s,
S&P or Fitch ceases to rate the Securities or fails to make a rating of the
Securities publicly available for reasons outside of the Company’s control, a
“nationally recognized statistical rating organization” within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as
certified by a resolution of the Company’s Board of Directors and reasonably
acceptable to the Trustee) as a replacement agency for Moody’s, S&P or
Fitch, or each of them, as the case may be.

    


    “Rating
Event” means (i) the rating of the Securities is lowered by each of the Rating
Agencies during the period (the “Trigger Period”) commencing on the earlier of
the first public notice of (a) the occurrence of a Change of Control or (b) the
Company’s intention to effect a Change of Control and ending 60 days following
consummation of such Change of Control (which period shall be extended so long
as the rating of the Securities is under publicly announced consideration for
possible downgrade by any of the Rating Agencies) and (ii) the Securities are
rated below an Investment Grade Rating by each of the Rating Agencies on any day
during the Trigger Period; provided that
a rating event will not be deemed to have occurred in respect of a particular
Change of Control (and thus will not be deemed a Rating Event for purposes of
the definition of Change of Control Triggering Event) if each Rating Agency
making the reduction in rating does not publicly announce or confirm or inform
the Trustee in writing at the Company’s request that the reduction was the
result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the Change of Control (whether or not
the applicable Change of Control has occurred at the time of the Rating
Event).  The Company will promptly notify the Trustee, in writing, of
any Rating Event.

    


    “S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.

    


    “Voting
Stock” means, with respect to a corporation or other entity, Capital Stock of
any class or classes entitled to vote under ordinary circumstances in the
election of the board of directors, managers or trustees of such entity
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power upon the occurrence of any
contingency).

     

     

    
      
        
        

      

      
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    If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding (with each series
voting as a separate class in certain cases specified in the Indenture, or with
all series voting as one class, in certain other cases specified in the
Indenture), on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notification of such consent or waiver is made upon this
Security.

     

    As set
forth in, and subject to, the provisions of the Indenture, no Holder of any
Security of this series will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and shall have failed to
institute such proceedings within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of (and premium, if any) or any interest
on this Security on or after the respective due dates expressed
herein.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and any
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and any


     

     

    
      
        
        

      

      
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    interest
on such Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

     

    The
Securities of this series are issuable only in registered form, without coupons,
in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the
same.

     

    No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

     

    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

     

    Notwithstanding
anything in the Indenture or in the terms of this Security to the contrary, the
exchange of this Security for a Security will be subject to satisfaction of the
provisions of the United States tax laws in effect at the time of the exchange.
Neither the Company nor the Trustee nor any agent of the Company or the Trustee
shall be required to exchange this Security for a Security if (i) as a result
thereof and in the Company’s judgment, the Company would incur adverse
consequences under then applicable United States Federal income tax laws and
(ii) in the case of the Trustee or any agent of the Company or the Trustee, the
Company shall have delivered to such Person an Officer’s Certificate and an
Opinion of Counsel as to the matters set forth in clause (i) above.

     

    The
Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to the conflicts
of laws provisions thereof.

     

    All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

     

    
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