Restricted Stock Unit Award and Agreement

RSU Award. You have been awarded a total of ____________ RSUs.

RSU Account. RSUs entitle you to receive a corresponding number of shares of H. J. Heinz Company Common Stock (“Common Stock”) in the future, subject to the conditions and restrictions set forth in this Agreement, including, without limitation, the vesting conditions set forth in Section 3 below. Your RSUs will be credited to a separate account established and maintained by the Company on your behalf or by a third party engaged by the Company for the purpose of implementing, administering, and managing the Plan. Until the Distribution Date (as defined herein), the value of your unvested RSUs is subject to change based on increases or decreases in the market price of the Common Stock. Because the RSUs are not actual shares of Common Stock, you cannot exercise voting rights on them until the Distribution Date.

Vesting. You will become vested in the RSUs credited to your account according to the following schedule: Twenty-five percent (25%) per year on each of the first four anniversaries of the grant date.

Termination of Employment. The termination of your employment with the Company during the vesting period will have the following effect on your RSUs:

Retirement. If the termination of your employment with the Company is the result of Retirement, any RSUs granted hereunder that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Section 3 above, subject to the requirements of Sections 5 and 6 of this Agreement.

Disability. If the termination of your employment with the Company is the result of Disability, any RSUs granted hereunder that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Section 3 above, subject to the requirements of Sections 5 and 6 of this Agreement, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.

Involuntary Termination without Cause. Except as provided in subsection (e), if the termination of your employment with the Company is the result of involuntary termination without Cause, you shall forfeit on your Date of Termination any RSUs that remain unvested as of that date;

Death. In the event that you should die while you are continuing to perform services for the Company or following Retirement, any RSUs that remain unvested as of the date of your death shall continue to vest in accordance with the vesting schedule set forth in Section 3 above, but in no event later than the last business day of the month of the one year anniversary of the date of your death.

Change in Control. If your employment with the Company is terminated within 24 months following a Change in Control, and your termination is by the Company for reasons other than Cause or by you for Good Reason, all RSUs that remain unvested as of your Date of Termination shall continue to vest in accordance with the vesting schedule set forth in Section 3 above, but in no event later than the last business day of the month of the one year anniversary of your Date of Termination.

Other Termination. If your employment with the Company terminates for any reason other than as set forth in subsection (a), (b), (c), (d), or (e) above, including without limitation any voluntary termination of employment (other than a Good Reason termination described in subsection (e)) or an involuntary termination for Cause, no further vesting will occur and you will immediately forfeit all of your rights in any RSUs that remain unvested as of your Date of Termination.

For the avoidance of doubt, the following rules shall apply:

If you are Retirement-eligible and

the termination of your employment with the Company is the result of

Disability,

death,

involuntary termination for Cause, or

termination by the Company for reasons other than Cause or by you for Good Reason within 24 months following a Change in Control (as described in subsection (e)),

the termination of your employment with the Company is the result of involuntary termination without Cause (except as provided in subsection (e)), you shall be treated for purposes of this Section as if the termination of your

If your right to a payment is contingent upon your execution of a release of claims, and you fail to execute the release by the date specified in the release or, if earlier, within the timeframe required in order for the payment to be made in a manner that complies with Internal Revenue Code (“Code”) section 409A, your right to the payment shall be forfeited.

Non-Solicitation. You agree that you shall not, during the term of your employment by the Company and for eighteen (18) months after the date of the termination of your employment with the Company, regardless of the reason for the termination, either directly or indirectly, solicit, take away or attempt to solicit or take away any employee of the Company, either for your own purpose or for any other person or entity. You further agree that you shall not, during the term of your employment by the Company or at any time thereafter, use or disclose Confidential Information (as defined in Section 6 below) except as directed by, and in furtherance of the business purposes of, the Company. You acknowledge (i) that the non-solicitation provision set forth in this Section 5 is essential for the proper protection of the business of the Company; (ii) that it is essential to the protection of the Company's goodwill and to the maintenance of the Company's competitive position that any Confidential Information be kept secret and not disclosed to others; and (iii) that the breach or threatened breach of this Section 5 will result in irreparable injury to the Company for which there is no adequate remedy at law because, among other things, it is not readily susceptible of proof as to the monetary damages that would result to the Company. You consent to the issuance of any restraining order or preliminary restraining order or injunction with respect to any conduct by you that is directly or indirectly a breach or a threatened breach of this Section 5. Any breach by you of the provisions of this Section 5 will, at the option of the Company (in its sole discretion) and in addition to all other rights and remedies available to the Company at law, in equity or under this Agreement, result in the forfeiture of all of your rights in any RSUs that remain unvested as of the date of such breach.

Non-Competition/Confidential Information. As used in this Section 6, the following terms shall have the respective indicated meanings:

Dividend Equivalents. An amount equal to the dividends payable on the shares of Common Stock represented by your unvested RSUs will be accrued as of each quarterly period dividend payment record date and will be credited to your RSU account and distributed upon vesting of such RSUs, subject to forfeiture of unvested RSUs and undistributed cash dividend equivalents accrued on such unvested RSUs or as described in Sections 4, 5 and 6. These payments will be calculated based upon the number of such vesting RSUs that were in your account as of each quarterly period dividend record date prior to vesting. These payments will be reported as income to the applicable taxing authorities, and federal, state, local and/or foreign income and/or any employment taxes will be withheld from such payments as and to the extent required by applicable law.

Distribution. All RSU distributions will be made in the form of actual shares of Common Stock and will be distributed to you as soon as administratively practicable after one of the following dates (each, a “Distribution Date”):

Default Distribution Date.    Shares of Common Stock representing your RSUs will be distributed to you on the date the RSUs vest, or, if such date is not a business day, on the next business day, unless you have already made an election to defer receipt to a later date, as provided in subsection (b) below.

Deferred Distribution Date.    To the extent permitted by the MDCC, you may have elected to defer distribution of your RSUs to a date subsequent to the default Distribution Date by providing a written election form to the Company in accordance with the provisions of Code section 409A.

Separation of Service of Specified Employee. If your distribution is on account of your “separation from service” as defined in Code section 409A and the regulations thereunder, and if you are a “specified employee,” as defined in Code section 409A(a)(2)(B)(i) on your Distribution Date, and your distribution constitutes the “deferral of compensation” as defined in Code section 409A and the regulations thereunder, your distribution will be automatically deferred until the date that is six (6) months after your “separation from service,” regardless of your default Distribution Date or your deferred Distribution Date election. This paragraph (c) shall apply only to distributions (including distributions deferred pursuant to Section 8(b)) that are triggered by your “separation from service” and which would otherwise be payable within the six-month period following your “separation from service.”

Impact on Benefits.    Your RSU Award will not be included as compensation for the year of the grant for purposes of the H. J. Heinz Company Supplemental Executive Retirement Plan (as amended and restated effective September 1, 2007), the H. J. Heinz Company Employees Retirement and Savings Excess Plan (as amended and restated effective January 1, 2005), or any other plan of the Company,

Tax Withholding.    On the Distribution Date, the Company will withhold a number of shares of Common Stock that is equal, based on the Fair Market Value of the Common Stock on the Distribution Date, to the amount of the federal, state, local, and/or foreign income and/or employment taxes required to be collected or withheld with respect to the distribution, or make arrangements satisfactory to the Company for the collection thereof; and after you have achieved retirement eligibility under the provisions of any formal retirement plan of the Company or Subsidiary, you will be required to remit to the Company a cash amount to satisfy Federal Insurance Contributions Act taxes on all unvested RSUs.

Non-Transferability.    Your RSUs may not be sold, transferred, pledged, assigned or otherwise encumbered except by will or the laws of descent and distribution. You may also designate a beneficiary(ies) in the event that you die before a Distribution Date occurs, who shall succeed to all your rights and obligations under this Agreement and the Plan. If you do not designate a beneficiary, your RSUs will pass to the person or persons entitled to receive them under your will. If you shall have failed to make a testamentary disposition of your RSUs in your will or shall have died intestate, your RSUs will pass to the legal representative or representatives of your estate.

Employment At-Will.    You acknowledge and agree that nothing in this Agreement or the Plan shall confer upon you any right with respect to future awards or continuation of your employment, nor shall it constitute an employment agreement or interfere in any way with your right or the right of Company to terminate your employment at any time, with or without cause, and with or without notice.

Collection and Use of Personal Data.    You consent to the collection, use, and processing of personal data (including name, home address and telephone number, identification number, and number of RSUs held on your behalf) by the Company or a third party engaged by the Company for the purpose of implementing, administering, and managing the Plan and any other stock option or stock incentive plans of the Company (collectively, the “Plans”). You further consent to the release of personal data (a) to such a third party administrator, which, at the option of the Company, may be designated as the exclusive broker in connection with the Plans, or (b) to any Subsidiary of the Company, wherever located. You hereby waive any data privacy rights with respect to such data to the extent that receipt, possession, use, retention, or transfer of the data is authorized hereunder.

Future Awards. The Plan is discretionary in nature and the Company may modify, cancel, or terminate it at any time without prior notice in accordance with the terms of the Plan. While RSUs or other awards may be granted under the Plan on one or more occasions or even on a regular schedule, each grant is a one-time event, is not an entitlement to an award of RSUs in the future, and does not create any contractual or other right to receive an award of RSUs, compensation or benefits in lieu of RSUs, or any other compensation or benefits in the future.

Compliance with Stock Ownership Guidelines. All RSUs granted to you under this Agreement shall be counted as shares of Common Stock that are owned by you for purposes of satisfying the minimum share requirements under the Company's Stock Ownership Guidelines (“SOG”). Notwithstanding the foregoing, you acknowledge and agree that, with the exception of the number of shares of Common Stock withheld to satisfy income tax withholding requirements pursuant to Section 10 above, 75% of the shares of Common Stock represented by the RSUs granted to you hereunder cannot be sold or otherwise transferred, even after the Distribution Date, unless and until you have met the Company's

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.

Internal Revenue Code Section 409A. It is intended that RSUs granted to you under this Agreement will not be taxable under Code section 409A. Accordingly, this Agreement shall be interpreted and administered, to the extent possible, in a manner that does not result in a “plan failure” (within the meaning of Code section 409A (a)(1)). This Agreement is designed to comply with Code section 409A (without incurring penalties). In the event of an inconsistency between the terms of this Agreement and Code section 409A, the terms of Code section 409A shall control.