<PAGE>
                                                             Exhibit 4(a)(iii)


                              H. J. HEINZ COMPANY,

                   H. J. HEINZ FINANCE COMPANY, AS CO-OBLIGOR,

                                       AND

                        J. P. MORGAN TRUST COMPANY, N.A.,
                                   AS TRUSTEE



                                   -----------

                          THIRD SUPPLEMENTAL INDENTURE,

                         DATED AS OF NOVEMBER 10, 2004,

                                TO THE INDENTURE,

                          DATED AS OF NOVEMBER 6, 2000,

                 AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE,

                             DATED AS OF MAY 3, 2001

        AND AS FURTHER SUPPLEMENTED BY THE SECOND SUPPLEMENTAL INDENTURE,

                          DATED AS OF NOVEMBER 15, 2002

                                   -----------





<PAGE>



         THIRD SUPPLEMENTAL INDENTURE, dated as of November 10, 2004 (the "Third
Supplemental Indenture"), among H. J. HEINZ COMPANY, a Pennsylvania corporation
(the "Company"), H. J. HEINZ FINANCE COMPANY, a Delaware corporation (the
"Co-Obligor"), and J. P. MORGAN TRUST COMPANY, N.A. (as successor to Bank One,
National Association), a national banking association existing under the laws of
the United States of America (the "Trustee"), to the Original Indenture, dated
as of November 6, 2000, between the Company and the Trustee, as supplemented by
the Supplemental Indenture, dated as of May 3, 2001, and the Second Supplemental
Indenture, dated as of November 15, 2002, between the Company, the Co-Obligor
and the Trustee.

                              W I T N E S S E T H:

         WHEREAS, the Company and the Trustee executed and delivered an Original
Indenture, dated as of November 6, 2000 (the "Original Indenture");

         WHEREAS, the Company established and issued a series of Dealer
Remarketable Securities ("Drs.") due November 15, 2020 in an aggregate principal
amount of $1,000,000,000 (the "Securities") under the Original Indenture;

         WHEREAS, the Company, the Co-Obligor and the Trustee executed and
delivered a Supplemental Indenture, dated as of May 3, 2001, providing for the
addition of the Co-Obligor as a party to the Original Indenture and effecting
certain other amendments and modifications to the Original Indenture (the
"Supplemental Indenture");

         WHEREAS, the Company, the Co-Obligor and the Trustee executed and
delivered a Second Supplemental Indenture, dated as of November 15, 2002,
providing for certain amendments and modifications to the Original Indenture
(the "Second Supplemental Indenture", and together with the Original Indenture
and the Supplemental Indenture, the "Indenture"), allowing, among other things,
for an additional method of resetting the interest rate on the Securities in
connection with each remarketing of the Securities, to allow the Company and the
Co-Obligor to redeem the Securities on a Remarketing Date (as defined in the
Securities) in part as well as in whole and to provide that any securities
repurchased from holders thereof from time to time by the Company or the
Co-Obligor will be delivered to the Trustee for cancellation, and the
outstanding principal amount of the Drs. reduced accordingly;

         WHEREAS, the parties hereto desire to amend the Indenture as set forth
herein in order to provide for, among other things, a new Stated Maturity Date
for the Securities of December 1, 2020, to amend the definition of Remarketing
Date so that each Remarketing Date falls on a December 1 in each year through
December 1, 2019; provided, however, if in any such year December 1 falls on a
date that is not a Business Day, then the Remarketing Date shall be the next
Business Day following December 1 in such year, and to reflect that, on November
17, 2003, J. P. Morgan Trust Company, N.A. succeeded Bank One, National
Association, as Trustee within the meaning of Section 612 of the Indenture;



                                      -2-
<PAGE>


         WHEREAS, UBS AG (London Branch), who, as of the date of the written
consent, dated as of November 9, 2004 (the "Consent"), holds 100% in aggregate
principal amount of the Outstanding Securities, has delivered to the parties
hereto a signed copy of the Consent, in which it consents to the substance of
the amendments to the Indenture contemplated by this Third Supplemental
Indenture, to the entry into this Third Supplemental Indenture by the parties
hereto and to the substitution of new global securities to represent the
Securities to reflect the changes to the terms of the Securities reflected in
this Third Supplemental Indenture;

         WHEREAS, the entry into this Third Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Indenture;

         WHEREAS, all things necessary to make this Third Supplemental Indenture
a valid agreement of the parties hereto, in accordance with the terms of the
Indenture, have been done;

         NOW THEREFORE, in consideration of the above premises, each party
hereto agrees as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01 Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Indenture has the
meaning assigned to such term in the Indenture. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Indenture" and each other similar reference contained in the
Indenture shall, after this Third Supplemental Indenture becomes effective,
refer to the Indenture as supplemented hereby.


                                   ARTICLE II
                                   AMENDMENTS

         Section 2.01 Amendment to Section 202. The Indenture is hereby amended
by removing the language under "SECTION 202. Form of Face of Security" in its
entirety, and by inserting the following language in its place:

                  "[Insert any legend required by Section 204.]

                               H. J. Heinz Company

                    Dealer Remarketable Security(SM) ("Drs.(sm)")
                              due December 1, 2020


                                      -3-
<PAGE>

No. ___                                                           CUSIP:

         H. J. Heinz Company, a Pennsylvania corporation (the "Company"), which
term includes any successor corporation under the Indenture hereinafter referred
to, for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of dollars ($ ) on December 1, 2020, at the office or
agency of the Company maintained for this purpose in the City of Chicago,
Illinois, which shall initially be the corporate trust office of J. P. Morgan
Trust Company, N.A., the Trustee under the Indenture hereinafter referred to, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay to
the registered holder hereof, as hereinafter provided, interest thereon, in like
coin or currency, on November 15 of each year (until and including November 15,
2003), or, if such date is not a Business Day (as defined below), on the next
Business Day, commencing November 15, 2001, and, following November 15, 2003 and
commencing on December 1, 2004, on December 1 of each year (until and including
December 1, 2020, which is the "Stated Maturity Date"), or, if such date is not
a Business Day (as defined below), on the next Business Day, in each case at the
rate per annum as specified by notice to the Trustee on each Determination Date.
With respect to the interest payment dates falling on a November 15 (or the next
Business Day, if such November 15 is not a Business Day), interest shall be paid
to the persons in whose name this Security is registered on the November 1
(whether or not a Business Day) immediately preceding such November 15, and with
respect to the interest payment dates falling on a December 1 (or the next
Business Day, if such December 1 is not a Business Day), interest shall be paid
to the persons in whose name this Security is registered on the November 15
(whether or not a Business Day) immediately preceding such December 1 (each
November 1 or November 15, as the case may be, a "Record Date"). "Business Day"
means any day other than a Saturday, a Sunday or a day on which banking
institutions in The City of New York are authorized or obligated by law,
executive order or governmental decree to be closed.

         From November 6, 2000 to but excluding November 15, 2001, this Security
will bear interest at an annual rate of 6.82%. In periods beginning on November
15, 2001 and each November 15 subsequent until and including November 15, 2003,
and beginning on December 1, 2004 and each December 1 subsequent until and
including December 1, 2019, this Security will bear interest at an annual rate
determined by the Remarketing Dealer in accordance with the procedures set forth
in paragraph 5 on the reverse of this Security until but excluding the
immediately following Remarketing Date (or the November 15 immediately preceding
such Remarketing Date if such Remarketing Date is not a November 15, until
November 15, 2003, or the December 1 immediately preceding such Remarketing Date
if such Remarketing Date is not a December 1, until December 1, 2019), or, until
but excluding the Stated Maturity Date. "Remarketing Date" means, in respect of
each year from and including 2001 to and including 2003, November 15 in such
year, provided, however, if in such year November 15 falls on a date that is not
a Business Day, then the Remarketing Date shall be the next Business Day
following November 15 in such year; and in respect of each year from and
including




                                      -4-
<PAGE>

2004 to and including 2020, December 1 in such year, provided, however, if in
such year December 1 falls on a date that is not a Business Day, then the
Remarketing Date shall be the next Business Day following December 1 in such
year. If the Remarketing Dealer (as defined below) elects to call the Securities
for purchase and remarketing pursuant to the Third Amended and Restated
Remarketing Agreement, dated as of November 10, 2004 (the "Remarketing
Agreement"), as may from time to time be amended, supplemented or restated,
among the Company, H. J. Heinz Finance Company, a Delaware corporation (the
"Co-Obligor"), J.P. Morgan Ventures Corporation (the "Remarketing Dealer") and
J.P. Morgan Securities Inc., as agent for the Remarketing Dealer ("JPMSI"), then
this Security shall be subject to mandatory tender to the Remarketing Dealer (or
any other securities dealer or dealers that may be participating in the
remarketing) for remarketing on the relevant Remarketing Date, on the terms and
subject to the conditions set forth on the reverse hereof. If the Remarketing
Dealer does not elect to repurchase the Securities pursuant to the Remarketing
Agreement on any Remarketing Date, or if, for any reason, this Security is not
repurchased by the Remarketing Dealer (or any other securities dealer or dealers
that may be participating in the remarketing) on any Remarketing Date, then this
Security shall be subject to mandatory tender to the Company or the Co-Obligor
for repurchase on the Remarketing Date, on the terms and subject to the
conditions set forth on the reverse hereof.

         This Security has initially been issued in the form of a global
security, and the Company has initially designated The Depository Trust Company
("DTC," which term shall include any successor) as the Depositary for this
Security. For as long as this Security or any portion hereof is issued in such
form, and notwithstanding the foregoing, all payments of interest, principal and
other amounts in respect of this Security or such portion (including payments
upon mandatory repurchase or redemption referred to on the reverse hereof) shall
be made to the Depositary or its nominee in accordance with its applicable
procedures, in the coin or currency specified above and as further provided on
the reverse hereof.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.

         This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee under the Indenture referred to on the reverse hereof.

         IN WITNESS WHEREOF, the Company has caused this Security to be signed
by its duly authorized officer and has caused its corporate seal to be affixed
hereunto.

                                                    H. J. HEINZ COMPANY




                                      -5-
<PAGE>

                                                    By:______________________

                                                       Title:

Attest:

----------------------

Assistant Secretary

         [Insert Trustee's Certificate of Authentication in substantially the
form set forth in Section 205]

         [Insert Co-Obligation as set forth in Section 206]"

         Section 2.02 Amendment to Section 203. The Indenture is hereby amended
by removing the language under "SECTION 203. Form of Reverse of Security" in its
entirety, and by inserting the following language in its place:


                              "H. J. Heinz Company

                    Dealer Remarketable Security(SM) ("Drs.(sm)")
                              due December 1, 2020

1. Indenture.

         (a) This Security is one of a duly authorized issue of debt securities
of the Company (herein referred to as the "Securities") of the series
hereinafter specified, all issued or to be issued under and pursuant to an
indenture, dated as of November 6, 2000, as amended and supplemented from time
to time in accordance with the provisions thereof (the "Indenture"), among the
Company, the Co-Obligor and J. P. Morgan Trust Company, N.A., as trustee (herein
referred to as the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company, the Co-Obligor and the holders (the words "holders",
"holder", "Securityholders" or "Securityholder" mean the registered holder(s))
of the Securities).

         (b) This Security is one of the series designated as the Dealer
Remarketable SecuritiesSM due December 1, 2020 of the Company, and such series
is initially issued in an aggregate principal amount of $ . The Company may at
any time issue additional securities under the Indenture in unlimited amounts
having the same terms as the Securities.



                                      -6-
<PAGE>

         (c) All capitalized terms used in this Security that are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

2. Mandatory Tender and Repurchase on Remarketing Date. On a Business Day not
later than five Business Days prior to each Remarketing Date (each, a
"Notification Date"), the Remarketing Dealer will notify the Company, the
Co-Obligor and the Trustee as to whether it elects to purchase all of the
outstanding Securities on such Remarketing Date. If, and only if, the
Remarketing Dealer so elects with respect to such Remarketing Date, this
Security shall be subject to mandatory tender by the holder hereof to the
Remarketing Dealer (and/or any other securities dealer or dealers that may be
participating in the remarketing) for purchase and remarketing on such
Remarketing Date, upon the terms and subject to the conditions described herein
and in the Remarketing Agreement. The purchase price of this Security pursuant
to such mandatory tender shall be equal to 100% of its principal amount.
Interest accrued to but excluding such Remarketing Date (or the November 15
immediately preceding such Remarketing Date, if such Remarketing Date is not a
November 15, from and including November 15, 2001 to and including November 15,
2003, or the December 1 immediately preceding such Remarketing Date, if such
Remarketing Date is not a December 1, from and including December 1, 2004 to and
including December 1, 2019), will be paid by the Company or the Co-Obligor to
persons in whose names the Securities are registered on the Record Date. No
holder or beneficial owner of any Security shall have any rights or claims under
the Remarketing Agreement or against the Company, the Co-Obligor or the
Remarketing Dealer (or any other securities dealer that may be participating in
the remarketing) as a result of the Remarketing Dealer (or any other securities
dealer that may be participating in the remarketing) not purchasing such
Security.

3. Repurchase by the Company.

         (a) Mandatory Repurchase. If (i) the Remarketing Dealer does not elect
to purchase all of the outstanding Securities on any Remarketing Date pursuant
to paragraph 2 of this reverse of Security, (ii)(A) the Remarketing Dealer shall
not have received in writing by the required time on the relevant Determination
Date any firm, committed bids to purchase all of the Securities as described in
subparagraph (a) of paragraph 5 of this reverse of Security or (B) no Pricing
Agreement shall have been executed, in the event that the Company and the
Co-Obligor have given notice to the Remarketing Dealer as provided in
subparagraph (b) of paragraph 5 of this reverse of Security, or (iii) for any
reason, all of the Securities are not purchased from tendering holders on any
Remarketing Date by the Remarketing Dealer (or any other securities dealer or
dealers that may be participating in the remarketing), then holders will be
required to tender, and the Company and the Co-Obligor will be required to
repurchase, on such Remarketing Date, at a price equal to 100% of their
principal amount plus any accrued interest, all Securities that have not been
purchased by the Remarketing Dealer (or any other securities dealer
participating in such remarketing) on such Remarketing Date. Upon payment and


                                      -7-
<PAGE>

delivery of any Securities so repurchased, the outstanding principal amount of
the Securities shall be reduced accordingly.

         (b) Optional Repurchase. The Company and the Co-Obligor may, from time
to time and in accordance with, and to the extent permitted by, applicable laws,
purchase or otherwise acquire, or enter into any agreement to purchase or
otherwise acquire, any of the Securities from holders thereof. Upon payment and
delivery of any Securities so repurchased, the Company or the Co-Obligor shall
deliver such Securities to the Trustee who shall cancel them pursuant to Section
309 of the Indenture, and the outstanding principal amount of the Securities
shall be reduced accordingly.

4. Redemption. If the Remarketing Dealer has elected to purchase all of the
outstanding Securities on any Remarketing Date pursuant to paragraph 2 of this
reverse of Security, the Company and the Co-Obligor shall have the right to
redeem the Securities, in whole or in part, from the Remarketing Dealer on such
Remarketing Date, at a price equal to the sum of (x) the applicable Dollar Price
(as defined in the Remarketing Agreement) and (y) the Call Price (as defined in
the Remarketing Agreement) (the sum of (x) and (y) equaling the "Redemption
Price") and by giving written notice of such election, including the amount of
Securities to be so redeemed, to the Remarketing Dealer no later than the later
of:

                  (i) the Business Day immediately prior to the relevant
         Determination Date, or

                  (ii) if fewer than three Reference Corporate Dealers timely
         submit firm, committed bids in writing in accordance with subparagraph
         (a) of paragraph 5 of this reverse of Security, immediately after the
         deadline set by the Remarketing Dealer for receiving such bids has
         passed; provided that this clause (ii) shall not apply if the Company
         and the Co-Obligor have given notice to the Remarketing Dealer that
         such bids should not be solicited as provided in subparagraph (b) of
         paragraph 5 of this reverse of Security.

In either such case, the Company and the Co-Obligor shall pay such Redemption
Price for the specified amount of Securities in same-day funds by wire transfer
on such Remarketing Date to an account designated by the Remarketing Dealer. For
purposes of calculating the Call Price, the Remarketing Dealer shall be deemed
to have made the request for the Call Price on the date the Company and the
Co-Obligor make their election to redeem the specified amount of Securities.
Unless the Company and the Co-Obligor default in payment of the Redemption
Price, on and after the applicable Remarketing Date, interest will cease to
accrue on the Securities or portions thereof called for redemption. Upon such
payment of the Redemption Price, the outstanding principal amount of the
Securities shall be reduced accordingly.

5. Reset of Interest Rate; Notification Thereof. On any Remarketing Date that
the Securities are remarketed, the stated interest rate that the Securities will
bear from and including the Remarketing Date (or the November 15 immediately
preceding such



                                      -8-
<PAGE>

Remarketing Date, if such Remarketing Date is not a November 15, from and
including November 15, 2001 to and including November 15, 2003, or the December
1 immediately preceding such Remarketing Date, if such Remarketing Date is not a
December 1, from and including December 1, 2004 to and including December 1,
2019) until but excluding the immediately following Remarketing Date (or the
November 15 immediately preceding such Remarketing Date, if such Remarketing
Date is not a November 15, from and including November 15, 2001 to and including
November 15, 2003, or the December 1 immediately preceding such Remarketing
Date, if such Remarketing Date is not a December 1, from and including December
1, 2004 to and including December 1, 2019) or, in the case of the final
Remarketing Date, to but excluding the Stated Maturity Date (the "Reset Interest
Rate"), will be established by one of the following two methods:

         (a) By 3:30 p.m., New York City time, on each Determination Date
(defined below), the Remarketing Dealer shall solicit the Reference Corporate
Dealers (defined below) for firm, committed bids, in writing, to purchase all
outstanding Securities at the Dollar Price (as defined in the Remarketing
Agreement), and shall select the lowest such firm, committed bid (regardless of
whether each of the Reference Corporate Dealers actually submits a bid). Each
bid from a Reference Corporate Dealer shall be expressed in terms of the
relevant Reset Interest Rate that the Securities would bear, quoted as a spread
over the Base Rate (as defined in the Remarketing Agreement), based on the
following assumptions:

                  i. the Securities would be sold to such Reference Corporate
         Dealer on the relevant Remarketing Date for settlement on the same day;

                  ii. the Securities would mature on the following Remarketing
         Date or, in the case of the final Remarketing Date, on the Stated
         Maturity Date; and

                  iii. the Securities would bear interest at the rate bid by
         such Reference Corporate Dealer, payable annually, from the applicable
         Remarketing Date (or the November 15 immediately preceding such
         Remarketing Date, if such Remarketing Date is not a November 15, from
         and including November 15, 2001 to and including November 15, 2003, or
         the December 1 immediately preceding such Remarketing Date, if such
         Remarketing Date is not a December 1, from and including December 1,
         2004 to and including December 1, 2019) until but excluding the
         immediately following Remarketing Date (or the November 15 immediately
         preceding such Remarketing Date, if such Remarketing Date is not a
         November 15, from and including November 15, 2001 to and including
         November 15, 2003, or the December 1 immediately preceding such
         Remarketing Date, if such Remarketing Date is not a December 1, from
         and including December 1, 2004 to and including December 1, 2019) or,
         in the case of the final Remarketing Date, to but excluding the Stated
         Maturity Date.



                                      -9-
<PAGE>

         The relevant Reset Interest Rate announced by the Remarketing Dealer as
a result of such process will be quoted to the nearest one hundred-thousandth
(0.00001) of one percent per annum and, absent manifest error, will be binding
and conclusive upon holders of the Securities, the Company, the Co-Obligor and
the Trustee. Subject only to subparagraph (c) of this paragraph 5, the
Remarketing Dealer shall have the discretion to select the time at which each
Reset Interest Rate is determined on the relevant Determination Date.

         The Remarketing Dealer shall have the right in its sole discretion
either to (i) remarket the Securities for its own account or (ii) sell the
Securities to the Reference Corporate Dealer submitting in writing the lowest
firm, committed bid. If two or more Reference Corporate Dealers submit
equivalent bids that constitute the lowest firm, committed bid, the Remarketing
Dealer may in its sole discretion elect to sell the Securities to any such
Reference Corporate Dealer.

                  "Determination Date" means the third Business Day immediately
preceding the relevant Remarketing Date. For purposes of this definition,
"Business Day" means a day that is a Business Day in both The City of New York
and London.

                  "Reference Corporate Dealers" means JPMSI and four other
leading dealers of publicly-traded debt securities of the Company to be mutually
agreed upon by the Company and the Remarketing Dealer prior to each
Determination Date.

         (b) If the Company and the Co-Obligor provide notice to the Remarketing
Dealer in the manner specified in the Remarketing Agreement, the Reset Interest
Rate shall be determined by the agreement of the Company, the Co-Obligor, the
Remarketing Dealer and any other securities dealer or dealers that may be
participating in the remarketing, as set forth in an agreement to be dated as of
the Determination Date (each such agreement, a "Pricing Agreement"). The
relevant Reset Interest Rate set forth in the applicable Pricing Agreement will
be quoted to the nearest one hundred-thousandth (0.00001) of one percent per
annum and, absent manifest error, will be binding and conclusive upon holders of
the Securities, the Company, the Co-Obligor and the Trustee. If the Reset
Interest Rate is determined as described in this subparagraph (b), the
Remarketing Dealer shall, as the Remarketing Dealer, the Company and the
Co-Obligor shall agree, either (i) remarket all of the Securities for its own
account, (ii) remarket the Securities with one or more other securities dealers
or (iii) sell all of the Securities to one or more other securities dealers. If
the Remarketing Dealer elects to remarket the Securities with one or more other
securities dealers as described in subclause (ii) of this subparagraph (b), then
(i) the Remarketing Dealer may sell to any such other securities dealer that
portion of the Securities as such other securities dealer has agreed to purchase
or (ii) any such other securities dealer may purchase tendered Securities
directly from holders as described in paragraph 2 of this reverse of Security in
such proportions as such other securities dealer has agreed to purchase or
remarket pursuant to the Pricing Agreement.


                                      -10-
<PAGE>

         (c) If the Remarketing Dealer has elected to remarket the Securities as
provided herein, then it shall notify the Company, the Co-Obligor, the Trustee
and DTC by telephone, confirmed in writing (which may include facsimile or other
electronic transmission), by 5:00 p.m., New York City time, on the Determination
Date for such remarketing, of the relevant Reset Interest Rate.

6. Maintenance of Book-Entry System. The tender and settlement procedures with
respect to the Securities set forth in the Remarketing Agreement shall be
subject to modification without the consent of the holders of the Securities, to
the extent required by DTC or, if the book-entry system is no longer available
for the Securities at the time of the remarketing, to the extent required to
facilitate the tendering and remarketing of the Security in certificated form.
In addition, the Remarketing Dealer may modify the settlement procedures without
the consent of the holders of the Securities in order to facilitate the
settlement process.

         The Company hereby agrees with the Trustee and the holders of
Securities that (i) at all times, it will use its best efforts to maintain the
Securities in book-entry form with DTC or any successor thereto and to appoint a
successor depositary to the extent necessary to maintain the Securities in
book-entry form and (ii) it waives any discretionary right that it otherwise may
have under the Indenture to cause the Securities to be issued in certificated
form.

7. Effect of Event of Default. If an Event of Default shall occur and be
continuing with respect to the Securities of any series, either the Trustee or
the holders of at least 25% in principal amount of the Securities then
outstanding of that series may declare the principal (or such portion thereof as
may be specified in the terms relating to such series) of the Securities of such
series to be due and payable, with the effect and subject to the conditions
provided in the Indenture.

8. Agreement to Tender. Each holder of this Security (and each holder of a
beneficial interest herein) irrevocably agrees that this Security shall
automatically be tendered on any Remarketing Date (a) to the Remarketing Dealer
(or any other securities dealer or dealers that may be participating in the
remarketing), upon the occurrence of the events specified in paragraph 2 of this
reverse of Security or (b) to the Company or the Co-Obligor, upon the occurrence
of the events specified in subparagraph (a) of paragraph 3 of this reverse of
Security.

9. Amendments and Waivers. With certain exceptions, the Indenture and the
Securities issued pursuant thereto may be modified or amended with the consent
of the holders of not less than a majority in principal amount of the
outstanding Securities of each series affected by the modification; provided,
however, that no such modification or amendment may be made, without the consent
of the holder of each Security affected, that would (i) reduce the principal
amount of or the interest on any Security, change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Security,
or the other terms of payment or tender for purchase thereof, or (ii) reduce the



                                      -11-
<PAGE>

above-stated percentage of Securities, the consent of the holders of which is
required to modify or amend the Indenture, or the percentage of Securities of
any series, the consent of the holders of which is required to waive compliance
with certain provisions of the Indenture or to waive certain past defaults.

         Modifications and amendments of the Indenture will be permitted to be
made by the Company, the Co-Obligor and the Trustee without the consent of any
holder of Securities for any of the following purposes: (a) to evidence the
succession of another person to the Company as obligor under the Indenture; (b)
to add to the covenants, agreements and obligations of the Company for the
benefit of the holders of all Securities or to surrender any right or power
conferred upon the Company in the Indenture; (c) to add any additional Events of
Default for the benefit of the holders of all or any series of Securities; (d)
to provide for the acceptance of appointment by a successor Trustee or
facilitate the administration of the trusts under the Indenture by more than one
Trustee; (e) to cure any ambiguity, defect or inconsistency in the Indenture;
(f) to secure the Securities; or (g) to make any other change that does not
adversely affect the rights of any holder of the Securities.

10. Book-Entry. The Securities will be represented by one or more certificates
in global form representing Securities sold pursuant to Rule 144A, in each case
without interest coupons, which will be deposited with the Trustee as custodian
for, and registered in the name of, DTC or its nominee.

11. No Liability of Certain Persons. No past, present or future stockholder,
employee, officer or director of the Company or the Co-Obligor, or any successor
thereof, shall have any liability for any obligation, covenant or agreement of
the Company or the Co-Obligor contained under this Security or the Indenture.
Each holder by accepting this Security waives and releases all such liability.
This waiver and release are part of the consideration for the issue of this
Security.

12. Provisions Relating to the Remarketing Dealer. Insofar as the provisions of
this Security purport to provide rights to the Remarketing Dealer against any
holder of this Security, such rights (including rights to purchase this Security
on any Remarketing Date) also shall be rights of the Company and the Co-Obligor
and shall be enforceable by the Company or the Co-Obligor against such holder.
Each holder of this Security shall hold this Security (and by holding the same
shall be deemed to have agreed to do so) subject to the foregoing. Without
limiting the foregoing, the Remarketing Dealer may take any action under this
Security that the provisions of this Security contemplate may be taken by the
Remarketing Dealer.

         Pursuant to the Remarketing Agreement, the Remarketing Dealer has
agreed with the Company and the Co-Obligor, for the benefit of the applicable
holders of this Security from time to time, that, if it so elects on any
Remarketing Date, it (or any other securities dealer or dealers participating in
the remarketing) will purchase this Security from the registered holder hereof
on such Remarketing Date, upon the terms and subject



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<PAGE>

to the conditions set forth herein. Except as may be expressly provided in such
agreement, no holder of this Security shall have any right, remedy or claim
against the Remarketing Dealer (or any other securities dealer or dealers
participating in the remarketing) under this Security, the Indenture or the
Remarketing Agreement.

         No provision of this Security shall be invalid or unenforceable by
reason of any reference herein to the Remarketing Dealer. In addition, no
provision of this Section shall be construed to impair or otherwise affect any
rights that the Remarketing Dealer (or any other securities dealer participating
in a remarketing) may have at any time as a holder of any Securities.

13. Governing Law. The Indenture and the Securities are governed by, and will be
construed in accordance with, the laws of the State of New York, without regard
to the conflicts of laws principles therein to the extent that such principles
would permit or require the application of the laws of any other jurisdiction."

         Section 2.03 Form of Co-Obligation. The Indenture is hereby amended by
inserting the following new Section 206:

         "SECTION 206. Form of Co-Obligation. Section 206 of the Indenture is
hereby amended by deleting the first sentence thereof and replacing it with the
following new sentence:

         "For value received, H. J. HEINZ FINANCE COMPANY, a corporation duly
organized under the laws of the State of Delaware (the "Co-Obligor"), to and for
the benefit of the Holder of the Security upon which this Co-Obligation is
endorsed, being one of the Dealer Remarketable Securities due December 1, 2020
issued in aggregate principal amount of dollars ($ ) (the "Securities") of H. J.
Heinz Company (the "Company"), hereby fully, unconditionally and irrevocably
assumes and agrees to perform and discharge, jointly and severally with the
Company, the due and punctual payment of the principal (including the Redemption
Price, if applicable) of and interest (and additional amounts, if any, pursuant
to Section 1008 of the Indenture) on this Security, when and as the same shall
become due and payable whether at maturity or upon redemption or upon
declaration of acceleration or otherwise according to the terms of this Security
and of the Indenture."



                                      -13-
<PAGE>

         Section 2.04 Successor Trustee. On November 17, 2003, J.P. Morgan Trust
Company, N.A. succeeded Bank One, National Association, as Trustee within the
meaning of Section 612 of the Indenture. Accordingly, all references in the
Indenture to Bank One, National Association, as Trustee, shall be replaced with
a reference to J.P. Morgan Trust Company, N.A.

                                   ARTICLE III
                                  MISCELLANEOUS

         Section 3.01 Other Terms of the Indenture. Except as insofar as herein
otherwise provided, all the provisions, terms and conditions of the Indenture
are in all respects ratified and confirmed and shall remain in full force and
effect.

         Section 3.02 Effectiveness. This Third Supplemental Indenture shall be
effective as of the date hereof.

         Section 3.03 Governing Law. This Third Supplemental Indenture 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 to the extent
that such rules would require or permit the application of the laws of any other
jurisdiction.

         Section 3.04 Counterparts. This Third Supplemental Indenture may be
executed in several counterparts, each of which shall be regarded as an original
and all of which shall constitute one and the same instrument.

         Section 3.05 Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.

         Section 3.06 Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company and the
Co-Obligor, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Third Supplemental Indenture.


                                      -14-
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first written above.

                                    H. J. HEINZ COMPANY

                                    By:  /s/ Leonard A. Cullo, Jr.
                                         ------------------------------------
                                         Name:    Leonard A. Cullo, Jr.
                                         Title:   Vice President - Treasurer


                                    H. J. HEINZ FINANCE COMPANY

                                    By:  /s/ Leonard A. Cullo, Jr.
                                         ------------------------------------
                                         Name:    Leonard A. Cullo, Jr.
                                         Title:   President


                                    J. P. MORGAN TRUST COMPANY, N.A.,
                                            as Trustee

                                    By:  /s/ J. Michael Banas
                                         ------------------------------------
                                         Name:    J. Michael Banas
                                         Title:   Vice President




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