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                                                           Exhibit 10(a)(vii)



H. J. HEINZ COMPANY

EXECUTIVE DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED ON JANUARY 11, 2001)



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CONTENTS

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                                                              PAGE

ARTICLE 1         EFFECTIVE DATE AND PURPOSE                     1

ARTICLE 2         ADMINISTRATION                                 1

ARTICLE 3         ELIGIBILITY AND PARTICIPATION                  2

ARTICLE 4         ELECTIVE DEFERRALS                             2

ARTICLE 5         NONELECTIVE DEFERRALS                          6

ARTICLE 6         DEFERRED COMPENSATION ACCOUNTS                 8

ARTICLE 7         RIGHTS OF PARTICIPANTS                        11

ARTICLE 8         WITHHOLDING OF TAXES                          11

ARTICLE 9         AMENDMENT AND TERMINATION                     12

ARTICLE 10        MISCELLANEOUS                                 12



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H. J. HEINZ COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE 1. EFFECTIVE DATE AND PURPOSE

1.1 Effective Date. H. J. Heinz Company (the "Company") established the "H. J.
Heinz Company Executive Deferred Compensation Plan" (the "Plan") effective as of
June 8, 1994. The Plan was amended and restated effective as of January 1, 1998.
On September 12, 2000, the Plan was again amended and restated effective as of
that date. Effective January 11, 2001, the Plan was again amended and restated
as described herein.

1.2 Purpose. The Plan is a deferred compensation plan for key employees the
primary purpose of which is to provide certain key employees of the Company, its
subsidiaries, and affiliates with deferred cash awards and the opportunity to
voluntarily defer a portion of their compensation, in each case subject to the
terms of the Plan. By adopting the Plan, the Company desires to enhance its
ability to attract and retain employees of outstanding competence.

ARTICLE 2. ADMINISTRATION

2.1 The Committee. The Plan shall be administered by the Management Development
& Compensation Committee of the Board of Directors of the Company or any other
successor Committee appointed by the Board (the "Committee"). The members of the
Committee shall be appointed by, and shall serve at the discretion of, the
Board.

2.2 Authority of the Committee. Except as limited by law or by the Company's
Articles of Incorporation or Bylaws, and subject to the provisions herein, the
Committee shall have authority to select eligible employees of the Company for
participation in the Plan; determine the terms and conditions of each employee's
participation in the Plan; select the recipients of deferred cash awards and
determine the amounts and terms of such awards; interpret the Plan; establish,
amend, or waive rules and regulations for the Plan's administration; determine
which Participants, if any, are eligible to make Estate Enhancement Program
Elections (as defined in Section 6.1); and, subject to Article 8 herein, amend
the terms and conditions of the Plan and any agreement entered into under the
Plan. Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. As permitted by law,
the Committee may delegate any of its authority granted under the Plan to such
other person or entity it deems appropriate, including but not limited to,
senior management of the Company.

2.3 Guidelines. Subject to the provisions herein, the Committee may adopt
written guidelines for the implementation and administration of the Plan.


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2.4 Decisions Binding. All determinations and decisions of the Committee arising
under the Plan shall be final, binding, and conclusive upon all parties.

ARTICLE 3. ELIGIBILITY AND PARTICIPATION

3.1 Eligibility. Subject to Section 3.2, Employees eligible to be selected to
participate in the Plan in any fiscal year of the Company (hereinafter, a
"Year") include full-time, salaried employees of the Company, its subsidiaries,
and affiliates who are key employees, as determined by the Committee in its sole
discretion.

3.2 Limitation on Eligibility. It is the intent of the Company that the Plan
qualify for treatment as a "top hat" plan under the Employee Retirement Income
Security Act of 1974, as amended from time to time, or any successor Act thereto
("ERISA"). Accordingly, to the extent required by ERISA to obtain such "top hat"
treatment, eligibility shall be extended only to those executives who comprise a
select group of management or highly compensated employees. Further, the
Committee may place such additional limitations on eligibility as it deems
necessary and appropriate under the circumstances.

3.3 Participation. Participation in the Plan shall be determined annually by the
Committee based upon the criteria set forth in Sections 3.1 and 3.2 herein. An
employee who is chosen to participate in the Plan in any Year (a "Participant")
shall be so notified in writing. In the event a Participant selected to
participate in the Plan on an elective basis no longer meets the criteria for
participation, such Participant shall become an inactive Participant, retaining
all the rights described under the Plan, except the right to make any further
deferrals, until such time that the Participant again becomes an active
Participant.

3.4 Partial Year Eligibility. In the event that an employee first becomes
eligible to participate in the Plan on an elective basis during a Year, within
thirty (30) calendar days of becoming eligible such employee shall be notified
by the Company of his or her eligibility to participate, and the Company shall
provide each such employee with an Election Form, which must be completed by the
employee as provided in Section 4.2 herein.

3.5 No Right to Participate. No employee shall have the right to be selected as
a Participant, or having been so selected for any given Year, to be selected
again as a Participant for any other Year.

ARTICLE 4. ELECTIVE DEFERRALS

4.1 Amount Which May Be Deferred. A Participant may elect to defer, in any Year,
up to one hundred percent (100%) of eligible components of Compensation,
including, but not limited to, Salary, Bonus, Long-Term Awards and Discretionary
Awards, all as defined herein; provided, however, that the Committee shall have
sole discretion to


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designate which components of Compensation are eligible for deferral elections
under the Plan in any given Year. In addition, the Committee may, in its sole
discretion, designate the minimum amount or increments of any single eligible
component of Compensation which may be deferred in any Year or establish any
other limitations as it deems appropriate in any Year. The following definitions
shall apply for purposes of this Plan:

         (a) "Salary" means all regular, basic wages, before reduction for
         amounts deferred pursuant to the Plan or any other plan of the Company,
         payable in cash to a Participant for services to be rendered, exclusive
         of any Bonus, Long-Term Awards, other special fees, awards, or
         incentive compensation, allowances, or amounts designated by the
         Company as payment toward or reimbursement of expenses.

         (b) "Bonus" means any incentive award based on an assessment of
         performance, payable by the Company to a Participant with respect to
         the Participant's services during a Year, including, but not limited
         to, amounts awarded under the Company's Incentive Compensation Plan;
         provided, however, that for purposes of the Plan, "Bonus" shall not
         include incentive awards which relate to a period exceeding one (1)
         Year.

         (c) "Long-Term Award" means any cash award payable to a Participant
         pursuant to a Company program which establishes incentive award
         opportunities which are contingent upon performance which is measured
         over periods greater than one (1) Year.

         (d) "Discretionary Award" means any cash award payable to a Participant
         not described above.

         (e) "Compensation" means the gross Salary, Bonus, Long-Term Awards,
         Discretionary Awards, and any other payments eligible for deferral
         under the Plan, which are payable to a Participant with respect to
         services performed during a Year.

4.2 Time of Deferral Election. An election to defer a component of Compensation
permitted by the Committee to be deferred by a Participant under the Plan shall
be given effect in accordance with the following timing rules:

         (a) An election to defer Salary shall apply only to Salary which is
         earned for payroll periods beginning after a properly executed Election
         Form has been filed with the Committee.

         (b) An election to defer Bonus for any Year shall apply only if a
         properly executed Election Form has been filed with the Committee
         before the end of the calendar year ending within such Year.


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         (c) An election to defer "Long-Term Award" must be made on or before
         the end of the Year preceding the final Year of the applicable
         multi-year award period.

4.3 Content of Deferral Election. All deferral elections shall be irrevocable,
and shall be made on an Election Form, as described herein. Participants shall
make the following irrevocable elections on each Election Form:

         (a) The amount to be deferred with respect to each eligible component
         of Compensation for the Year,

         (b) The length of the deferral period with respect to each eligible
         component of Compensation, pursuant to the terms of Section 4.4 herein;
         and

         (c) The form of payment to be made to the Participant at the end of the
         deferral period(s), pursuant to the terms of Section 4.5 herein.

Notwithstanding the amounts requested to be deferred pursuant to Subparagraph
(a) above, the limits on deferrals determined under Section 4.1 herein shall
apply to the requested deferrals each Year.

4.4 Length of Deferral. The deferral periods elected by each Participant with
respect to deferrals of Compensation for any Year shall be at least equal to one
(1) year following the end of the Year in which the Compensation is earned, and
shall be no greater than the date of retirement or other termination of
employment, whichever is earlier. However, notwithstanding the deferral periods
elected by a Participant pursuant to Section 4.3(b) or the form of payment in
effect under Section 4.3(c), payment of deferred amounts and accumulated
interest thereon may be made to the Participant in a single lump sum in the
event the Participant's employment with the Company is terminated by reason of
death or, at the election of the Participant, total disability, as defined in
the Company's Long-Term Disability Plan, at any time prior to full payment of
deferred amounts and interest thereon. Such payment shall be made immediately
following termination of the Participant's employment, or as soon thereafter as
practicable. Notwithstanding any other provisions of this Section 4.4 to the
contrary, any amounts in a Participant's Estate Enhancement Program Account (as
defined in Section 6.1) shall be paid in a single sum within sixty (60) days
after the Participant's death (or the death of the survivor of the Participant
and the Participant's spouse, if the life insurance policy issued pursuant to
the Participant's Estate Enhancement Program Election is a survivorship policy
insuring the Participant and the Participant's spouse) to the beneficiary or
beneficiaries designated by the Participant pursuant to the H. J. Heinz Company
Estate Enhancement Program.

4.5 Payment of Deferred Amounts. Participants shall be entitled to elect to
receive payment of deferred amounts, together with earnings thereon, at the end
of the deferral period in a single lump sum cash payment, by means of
installments, or in such other format approved by the Committee.


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         (a) Lump Sum Payment. Such payment shall be made in cash within thirty
         (30) calendar days of the date specified by the Participant as the date
         for payment of deferred Compensation as described in Section 4.3 and
         4.4 hereof, or as soon thereafter as practicable.

         (b) Installment Payments. Participants may elect payout in
         installments, with a minimum number of installments of two (2) and a
         maximum of ten (10). The initial payment shall be made in cash within
         thirty (30) calendar days after the commencement date selected by the
         Participant pursuant to Sections 4.3 and 4.4 hereof, or as soon
         thereafter as practicable. The remaining installment payments shall be
         made in cash each year thereafter, until the Participant's entire
         deferred compensation account has been paid. Earnings shall accrue on
         the deferred amounts in the Participant's deferred compensation
         account, as provided in Section 6.2 of this Plan. The amount of each
         installment payment shall be equal to the balance remaining in the
         Participant's deferred compensation account immediately prior to each
         such payment, multiplied by a fraction, the numerator of which is one
         (1), and the denominator of which is the number of installment payments
         remaining.

         (c) Alternative Payment Schedule. A Participant may submit an alternate
         payment schedule to the Committee for approval; provided, however, that
         no such alternate payment schedule shall be permitted unless approved
         by the Committee.

         (d) Notwithstanding the other provisions of this Section 4.5 to the
         contrary, any amounts in a Participant's Estate Enhancement Program
         Account (as defined in Section 6.1) shall be paid in a single sum
         within sixty (60) days after the Participant's death (or the death of
         the survivor of the Participant and the Participant's spouse, if the
         life insurance policy issued pursuant to the Participant's Estate
         Enhancement Program Election is a survivorship policy insuring the
         Participant and the Participant's spouse) to the beneficiary or
         beneficiaries designated by the Participant pursuant to the H. J. Heinz
         Company Estate Enhancement Program; and the determination of the
         payments under the other provisions of this Section 4.5 shall be made
         without regard to any amounts in a Participant's Estate Enhancement
         Program Account.

4.6 Financial Hardship. The Committee shall have the authority to alter the
timing or manner of payment of deferred amounts in the event that the
Participant establishes, to the satisfaction of the Committee, severe financial
hardship. In such event, the Committee may, in its sole discretion:

         (a) Authorize the cessation of deferrals by such Participant under the
         Plan, or


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         (b) Provide that all or a portion of the amount previously deferred by
         the Participant shall immediately be paid in a lump-sum cash payment;
         or

         (c) Provide that all or a portion of the installments payable over a
         period of time shall immediately be paid in a lump-sum cash payment; or

         (d) Provide for such other installment payment schedule as deemed
         appropriate by the Committee under the circumstances.

For purposes of this Section 4.6, "severe financial hardship" shall be
determined by the Committee, in its sole discretion, in accordance with all
applicable laws. The Committee's decision with respect to the severity of
financial hardship and the manner in which, if at all, the Participant's future
deferral opportunities shall be ceased, and/or the manner in which, if at all,
the payment of deferred amounts of the Participant shall be altered or modified
shall be final, conclusive, and not subject to appeal. Earnings will be credited
in accordance with Article 6 up to the date of distribution. Notwithstanding the
foregoing provisions of this Section 4.6 to the contrary, no portion of a
Participant's Estate Enhancement Program Account (as defined in Section 6.1) is
eligible to be distributed to a Participant on account of "severe financial
hardship."

ARTICLE 5. NONELECTIVE DEFERRALS

5.1 Deferred Cash Awards. The Committee may, at its discretion during any Year,
make deferred cash awards on behalf of designated Participants, subject to the
vesting as provided under Section 5.3, in amounts in the aggregate not to exceed
50% of the total amounts awarded under the Company's Incentive Compensation Plan
during the prior Year.

5.2 Deferred Period. The period of time during which each such award shall be
deferred shall be as specified by the Committee.

5.3 Vesting Requirements. The Committee at the time of granting a deferred cash
award under this Article 5 may, at its discretion, impose vesting requirements
with respect to such award pursuant to which all or a portion of such award may
be forfeited under conditions specified by the Committee. Notwithstanding the
imposition of vesting requirements with respect to any award, the entire amount
of such award and any additions thereto pursuant to Section 6.5 shall become
100% vested and nonforfeitable in the following circumstances: (a) upon the
occurrence of a Change in Control as defined in Section 5.4; (b) upon the
termination of employment of the Participant as a result of the Participant's
death; (c) upon the termination of employment of the Participant as a result of
the Participant's total disability; (d) upon the termination of employment of
the Participant as a result of the Participant's retirement under any retirement
plan of the Company or a subsidiary (as such term is defined in Section 1(s) of
the H. J. Heinz Company 2000 Stock Option Plan, as amended from time to time) of
the Company; or (e) upon the termination of employment of the Participant which
constitutes an involuntary


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termination of employment without cause. For purposes of subparagraph (c) above,
"total disability" shall be determined as defined in the Company's Long-Term
Disability Plan, and the determination of the existence of "total disability"
shall be made by the Committee and such determination by the Committee shall be
final. For purposes of subparagraph (d) above, the determination of the
existence of "retirement" shall be made by the Committee and such determination
by the Committee shall be final. For purposes of subparagraph (e) above, "cause"
shall mean an act of dishonesty, moral turpitude or an intentional or gross
negligent act detrimental to the best interests of the Company or a subsidiary
(as such term is defined in Section 1(s) of the H. J. Heinz Company 2000 Stock
Option Plan, as amended from time to time) of the Company. At the sole
discretion of the Committee, the deferral period specified in Section 5.2 may be
modified in the event of the acceleration of the vesting of Nonelective
Deferrals due to the death, disability or retirement of the Participant.

5.4 Change in Control. The term "Change in Control" shall mean any of the
following events:

         (a) An acquisition (other than directly from the Company) of any voting
         securities of the Company (the "Voting Securities") by any "Person" (as
         the term person is used for purposes of Section 13(d) or 14(d) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"))
         immediately after which such Person has "Beneficial Ownership" (within
         the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
         more of the combined voting power of the Company's then outstanding
         Voting Securities; provided, however, that in determining whether a
         Change in Control has occurred, Voting Securities which are acquired in
         a "Non-Control Acquisition" (as hereinafter defined) shall not
         constitute an acquisition which would cause a Change in Control. A
         "Non-Control Acquisition" shall mean an acquisition by: (i) an employee
         benefit plan (or a trust forming a part thereof) maintained by the
         Company or by any Subsidiary (as hereinafter defined); (ii) the Company
         or any Subsidiary; or (iii) any Person in connection with a transaction
         described in paragraph (c) below. "Subsidiary" shall mean any
         corporation with respect to which the Company owns, directly or
         indirectly through a Subsidiary, at least 50% of the total combined
         voting power of all classes of stock.

         (b) The individuals who, as of May 1, 2000, are members of the Board of
         Directors of the Company (the "Incumbent Board"), cease for any reason
         to constitute at least two-thirds of the Board of Directors; provided,
         however, that if the election, or nomination for election by the
         Company's shareholders, of any new director was approved by a vote of
         at least two-thirds of the Incumbent Board, such new director shall,
         for purposes of this Plan, be considered as a member of the Incumbent
         Board; provided, further, however, that no individual shall be
         considered a member of the Incumbent Board if such individual initially
         assumed office as a result of either an actual or threatened "Election
         Consent" (as described in Rule 14a-11 promulgated under the Exchange
         Act) or other actual or


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         threatened solicitation of proxies or consents by or on behalf of a
         Person other than the Board of Directors (a "Proxy Contest") including
         by reason of any agreement intended to avoid or settle any Election
         Contest or Proxy Contest;

         (c) A merger, consolidation or reorganization involving the Company or
         a Subsidiary, unless

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

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

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

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

                  (5) Approval by stockholders of the Company of an agreement
                  for the sale or other disposition of all or substantially all
                  of the assets of the Company to any Person (other than a
                  transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by reducing
the number of Voting Securities outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Person, provided that if a Change in
Control would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Company, and after such share
acquisition by the Company the Subject Person becomes the Beneficial Owner of
any additional voting Securities which increases the percentage of the then


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outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.

ARTICLE 6. DEFERRED COMPENSATION ACCOUNTS

6.1 Participant Accounts. The Company shall establish and maintain an individual
bookkeeping account ("Participant Account") in the name of each Participant by
or on behalf of whom deferrals have been made under Article 4 or Article 5
hereof. Each Participant Account shall have a subaccount (the "Elective
Account") for elective deferrals under Article 4 which shall be credited with
each amount deferred under Article 4 as of the date that such amount otherwise
would have become due and payable to the Participant. Each Participant Account
established for a Participant on whose behalf an award has been made under
Article 5 shall have a separate subaccount ("Nonelective Account") which shall
be credited with each such award as of the effective date of such award as
determined by the Committee. Each Participant Account established for a
Participant who has made an "Estate Enhancement Program Election" shall have a
separate subaccount ("Estate Enhancement Program Account") which shall be
credited with the portion of the Participant's Account with respect to which the
Participant has made an Estate Enhancement Program Election. Since deferred
amounts to which an Estate Enhancement Program Election have been made will be
invested in insurance policies, the value of a Participant's Estate Enhancement
Program Account will be represented by the value of any such insurance policy
which is purchased at the Participant's request pursuant to such election. An
"Estate Enhancement Program Election" is an election made by a Participant to
participate in the H. J. Heinz Company Estate Enhancement Program under which
the Participant elects to have all or some portion of his or her Participant
Account converted to an "Estate Enhancement Program Account." The Committee
shall determine the extent to which a Participant may elect to direct investment
of his or her Elective Account and/or Nonelective Account in the H. J. Heinz
Company Estate Enhancement Program.

6.2 Earnings. The Participant's Elective Account shall be credited with earnings
commencing on the date the Elective Account first has a positive balance. The
earnings credit shall be based on the performance of the hypothetical
investments described in Section 6.3 made available by the Committee from time
to time, as selected by the Participant in accordance with the rules of Section
6.4. The value of the deferred compensation benefits paid under this Plan shall
depend on the earnings credited to the Elective Account, based on the
Participant's selections from among the investment alternatives. There shall be
no guaranteed rate of return on the Elective Account under this Plan. Nothing
contained herein shall require the Company to invest the deferred amounts in any
actual investments. Earnings credited on deferred amounts shall be paid out to
Participants at the same time and in the same manner as the underlying deferred
amounts. Notwithstanding any other provisions of Sections 6.2 through 6.5 to the
contrary, amounts in an Estate Enhancement Program Account (as defined in
Section 6.1) shall not be credited with any earnings after such amounts are
credited to a Participant's Estate Enhancement Program Account.


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6.3 Hypothetical Investment Choices. In addition to investment in the H. J.
Heinz Company Estate Enhancement Program, as permitted by the Committee, the
Committee from time to time may make available any or all of the following
hypothetical investments:

         (a) Interest-Bearing Cash Account. A Participant's Elective Account
         shall be credited on the last day of each calendar quarter, with
         interest computed on the average balance in the Account during such
         quarter at the rate selected by the Committee and announced to
         Participants from time to time.

         (b) H. J. Heinz Capital Stock Account. Amounts credited to the
         Participant's Elective Account shall be restated in the form of "stock
         units" and adjusted from time to time in accordance with the following
         rules:

                  (1) The number of units initially credited shall be determined
                  by dividing the dollar amount to be credited to the Account by
                  a unit value equal to the average of the high and the low
                  trading price of one share of the Company's common stock on
                  the day that the Compensation would have been paid but for the
                  deferral, except that in the case of a deferral of any "Bonus"
                  or "Long-Term Award" as defined in Section 4.1(b) and (c)
                  respectively, such day shall be the day the Committee approves
                  the amount of the award.

                  (2) The Participant's Elective Account will also be credited
                  with additional units equal to the dollar amount of dividends
                  paid from time to time during the deferral period on a number
                  of shares of the Company's common stock equal to the number of
                  units then credited to the Participant's Elective Account
                  divided by a unit value equal to the average of the high and
                  the low trading price of one share of the Company's common
                  stock on the day the dividend is paid.

                  (3) In the event of any change in the outstanding shares of
                  the Company's common stock by reason of any stock dividend or
                  split, recapitalization, merger, consolidation, spin-off,
                  reorganization, combination or exchange of shares or other
                  similar corporate change, then an equitable equivalent
                  adjustment shall be made in the stock units credited to the
                  Elective Accounts under the Plan.

                  (4) When payment of a Participant's Elective Account occurs,
                  the portion thereof which is represented by stock units shall
                  be payable, unless the recipient elects payment in cash, by
                  transferring to the Participant or beneficiary a number of
                  shares of the Company's common stock equal to the number of
                  whole units then distributable from the Participant's Elective
                  Account, with cash in lieu of fractional units.


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         (c) Phantom Investment Alternatives. Each Phantom Investment
         Alternative is a phantom investment opportunity based on a publicly
         traded mutual fund or quoted benchmark such as the NASDAQ Combined
         Composite Index or the S&P 500 Index. The Committee will name the
         investment choices available under the Phantom Investment Alternatives
         from time to time. The portion of a Participant's Elective Account
         allocated to the Phantom Investment Alternatives will be credited with
         earnings based on the investment performance as periodically reported
         by the proxy mutual funds or quoted benchmarks using unit accounting as
         if the Participant's deferred amounts had been invested in those
         portfolios. The accounting for additions to Phantom Investment
         Alternatives or redemptions therefrom shall be similarly based on unit
         accounting as of the date of the transaction.

6.4 Selection and Reallocation of Hypothetical Investment Choices. Investment
choices may be made or changed in accordance with the following rules:

         (a) A Participant shall designate on his Election Form the percentage
         of each deferred amount which shall be allocated to each available
         investment choice. In default of a complete designation, the
         Participant's Elective Account (or the undesignated portion thereof)
         shall be credited with earnings in accordance with Section 6.3(a).

          (b) The Participant may request a change in the allocation of
         previously deferred portions of his Elective Account among the various
         investment alternatives. Such changes may be made not more frequently
         than once during any calendar month and, to the extent administratively
         practical, will become effective as of the first day of the next
         calendar month following the Participant's request provided the request
         is filed at least 5 business days before the end of the month. The
         Participant may also change the allocation which shall apply to any new
         deferral amounts and matching additions under the same rules.

6.5 Additions to Nonelective Accounts. The Participant's Nonelective Account
shall be credited with earnings, commencing on the date the Nonelective Account
first has a positive balance, at the interest rate specified in accordance with
Section 6.3(a).

6.6 Charges Against Accounts. There shall be charged against each Participant's
deferred compensation account any payments made to the Participant or to his or
her beneficiary.

ARTICLE 7. RIGHTS OF PARTICIPANTS

7.1 Contractual Obligation. The Plan shall create a contractual obligation on
the part of the Company to make payments from the Participant Accounts when due.
Payment of account balances shall be made out of the general funds of the
Company.


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7.2 Unsecured Interest. No Participant or party claiming an interest in amounts
deferred by or on behalf of a Participant, including any earnings thereon, shall
have any interest whatsoever in any specific asset of the Company. Except as
otherwise specified in the H. J. Heinz Company Estate Enhancement Program, any
and all investments remain the property of the Company. To the extent that any
party acquires a right to receive payments under the Plan, such right shall be
equivalent to that of an unsecured general creditor of the Company.

7.3 Authorization for Trust. The Company may, but shall not be required to,
establish one or more trusts, with such trustee as the Committee may approve,
for the purpose of providing for the payment of deferred amounts. Such trust or
trusts may be irrevocable, but the assets thereof shall be subject to the claims
of the Company's creditors. To the extent any amounts deferred under the Plan
are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such deferred
amounts shall remain the obligation of, and shall be paid by, the Company.

7.4 Employment. Nothing in the Plan shall interfere with nor limit in any way
the right of the Company to terminate any Participant's employment at any time,
nor confer upon any Participant any right to continue in the employ of the
Company.

ARTICLE 8. WITHHOLDING OF TAXES

The Company shall have the right to require Participants to remit to the Company
an amount sufficient to satisfy any withholding tax requirements or to deduct
from all payments made pursuant to the Plan amounts sufficient to satisfy
withholding tax requirements.

ARTICLE 9. AMENDMENT AND TERMINATION

The Company hereby reserves the right to amend, modify, or terminate the Plan at
any time by action of the Committee. Except as described below in Section 10.5,
no such amendment or termination shall in any material manner adversely affect
any Participant's rights to amounts previously deferred hereunder, or earnings
thereon, without the consent of the Participant.

ARTICLE 10. MISCELLANEOUS

10.1 Notice. Any notice or filing required or permitted to be given to the
Company under the Plan shall be sufficient if in writing and hand delivered, or
sent by registered or certified mail to the Senior Vice President and Chief
Administrative Officer of the Company. Such notice if mailed shall be addressed
to the principal executive offices of the Company. Notice mailed to a
Participant shall be at such address as is given in the


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<PAGE>   15

records of the Company. Notices shall be deemed given as of the date of delivery
or, if delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.

10.2 Nontransferability. Participant's rights to deferred amounts,
contributions, and earnings credited thereon under the Plan may not be sold,
transferred, assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution. In no event shall the Company
make any payment under the Plan to any assignee or creditor of a Participant.

10.3 Severability. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.

10.4 Costs of the Plan. All costs of implementing and administering the Plan
shall be borne by the Company.

10.5 Status under ERISA. The Plan is intended to be an unfunded plan which is
maintained primarily to provide deferred compensation benefits for a select
group of "management or highly compensated employees" within the meaning of
Sections 201, 301, and 401 of ERISA, and to therefore be exempt from the
provisions of Parts 2, 3, and 4 of Title I of ERISA. Accordingly, the Committee
may terminate the Plan and commence termination payout for all or certain
Participants, or remove certain employees as Participants, if it is determined
by the United States Department of Labor or a court of competent jurisdiction
that the Plan constitutes an employee pension plan within the meaning of Section
3(2) of ERISA which is not so exempt. Payout of Elective Accounts shall be made
in the manner selected by each Participant under Section 4.5 herein as
applicable, and payout of Nonelective Accounts shall be made as specified by the
Committee. Notwithstanding the foregoing, any amounts in a Participant's Estate
Enhancement Program Account (as defined in Section 6.1) shall be paid in a
single sum within sixty (60) days after the Participant's death (or the death of
the survivor of the Participant and the Participant's spouse, if the life
insurance policy issued pursuant to the Participant's Estate Enhancement Program
Election is a survivorship policy insuring the Participant and the Participant's
spouse) to the beneficiary or beneficiaries designated by the Participant
pursuant to the H. J. Heinz Company Estate Enhancement Program.

10.6 Applicable Law. The Plan shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.

10.7 Successors. All obligations of the Company under the Plan shall be binding
on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the Company.



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