HEINZ H J CO
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECT
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<TYPE>EX-10
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<FILENAME>j0533801exv10.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECT
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                                                                      Exhibit 10

              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
              -----------------------------------------------------
                             OF H. J. HEINZ COMPANY
                             ----------------------
               (as amended and restated effective January 1, 2004)

SECTION 1. EFFECTIVE DATE. The original effective date of the Plan is July 1,
1982. The Plan was amended and restated effective July 1, 2000. Effective
January 1, 2004, the Plan is again amended and restated as described herein.

SECTION 2. ELIGIBILITY. Any Director of H. J. Heinz Company (the "Company") who
is not an officer or employee of the Company or a subsidiary of the Company is
eligible to participate in the Plan.

SECTION 3. DEFERRED COMPENSATION ACCOUNT. There shall be established for each
participant who so elects a deferred compensation account ("Account"), which as
of any point in time shall consist of the total of the balance to the credit of
the participant in his or her Prime Rate Account (see Section 6) and/or the
Deferred Units credited to the participant under his or her H. J. Heinz Deferred
Stock Account (see Section 7).

SECTION 4. AMOUNT OF DEFERRAL. A participant may elect to defer receipt of all
or a specified part of the cash or stock compensation ("Directors Fees")
otherwise payable to the participant for serving on the Board of Directors or
committees of the Board of Directors of the Company. Elective deferrals may be
invested in a Prime Rate Account or in an H. J. Heinz Deferred Stock Account, at
the election of the participant; provided, however, that restricted stock or
restricted stock unit grants or other stock based compensation may only be
deferred in an H. J. Heinz Deferred Stock Account. Deferred compensation will be
credited to the participant's Account on the date the Directors Fees would
otherwise be paid (in the case of cash compensation) or granted (in the case of
stock based compensation).

SECTION 5. TIME OF ELECTION OF DEFERRAL. (a) ANNUAL DEFERRAL ELECTION. Subject
to the provisions of Section 8, an election to defer Directors Fees shall be
effective when made, as to any Directors Fees not then earned. Deferral
elections shall be made for each calendar year on a

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prospective basis, shall be irrevocable for the relevant calendar year, and
shall be made on an Election Form provided by the Company as described in
Section 8.
(b) ONE-TIME H. J. HEINZ DEFERRED STOCK ACCOUNT ELECTION. In addition to the
election with respect to compensation not yet earned, an eligible Director of
the Company as of December 15, 2003 shall be eligible to make a one-time
irrevocable election on or before December 31, 2003 to move all or any portion
of the amounts in his or her Prime Rate Account into his or her H. J. Heinz
Deferred Stock Account effective January 1, 2004.

SECTION 6. PRIME RATE ACCOUNT. The Company shall be obligated to pay interest on
the amount of a participant's deferrals into the Prime Rate Account. Interest
shall accrue on additions to a Prime Rate Account as of the first day of the
month following the month in which such additions are made. Interest earned for
a year shall be credited to the Prime Rate Account on the last day of the
Company's fiscal year and shall thereafter be part of the Prime Rate Account for
all purposes of this Plan. The rate of interest in effect for a fiscal year
shall be specified by the Executive Committee of the Company's Board of
Directors. If the Executive Committee has not specified a rate for all or part
of any fiscal year, the applicable rate shall be the prime rate at Mellon Bank,
N.A., Pittsburgh, Pennsylvania, or its successor, on the last day of the
preceding fiscal year.

SECTION 7. H. J. HEINZ DEFERRED STOCK ACCOUNT. (a) GENERAL. Amounts that a
participant elects to be deferred into his or her H. J. Heinz Deferred Stock
Account shall be posted to the account of the participant in the form of
"Deferred Units," each of which is equivalent in value to one share of H. J.
Heinz Company Common Stock ("Company Stock") on the date the Directors Fees
would otherwise be granted or paid based on the closing price of such stock on
the New York Stock Exchange on such grant or payment date. The value of the
Deferred Units posted to the H. J. Heinz Deferred Stock Account of a participant
as of any date will be equal to the number of Deferred Units in the
participant's account times the closing price of the Company Stock on the date
of such valuation.

(b) INITIAL CREDITS FOR DEFERRED AND/OR TRANSFERRED AMOUNTS. The number of
Deferred Units initially credited to a participant's H. J. Heinz Deferred Stock
Account shall be determined by dividing the dollar amount to be credited by the
closing trading price of the Company Stock on the date the Directors Fees would
have been paid (in the case of cash compensation), or in the case of the
one-time election referred to in Section 5(b), by dividing the dollar amount to
be converted into

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Deferred Units under the H. J. Heinz Deferred Stock Account by the closing price
of the Company Stock on December 31, 2003. In the case of stock based
compensation, on the date such stock based compensation would have been granted,
a number of Deferred Units shall be credited to a participant's H. J. Heinz
Deferred Stock Account equal to the number of shares or other units of the stock
based compensation that would have been granted to such participant.
(c) ADDITIONAL CREDITS FOR DIVIDENDS DECLARED. A participant will be credited
with additional Deferred Units equal in value to the quotient of (i) divided by
(ii), where (i) is the dollar amount of any dividends paid from time to time
during the deferral period on a share of Company Stock times the number of
"Deferred Units" then credited to the participant's account, and (ii) is the
closing trading price of the Company Stock on the day the dividend is paid.
(d) NO BROKERAGE FEES. Brokerage fees will not be charged against the value of
initial deferrals of Directors Compensation as Deferred Units in the H. J. Heinz
Deferred Stock Account, or against the value of Deferred Units credited on
account of dividends on Company Stock, either when such Deferred Units are
credited to a participant's Account or upon distribution of such Deferred Units
from a participant's Account.
(e) ADJUSTMENTS TO DEFERRED UNITS IN AN H. J. HEINZ DEFERRED STOCK ACCOUNT. 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 "Deferred Units" credited to a participant's H. J. Heinz Deferred
Stock Account.
(f) IRREVOCABILITY OF INVESTMENTS IN H. J. HEINZ DEFERRED STOCK ACCOUNT. Once
amounts have been allocated as Deferred Units in a participant's H. J. Heinz
Deferred Stock Account, they may not be reallocated to a participant's Prime
Rate Account or to any other investment alternative.
(g) PAYMENT/DISTRIBUTION OF DEFERRED UNITS. Payment of amounts allocated as
Deferred Units in a participant's H. J. Heinz Deferred Stock Account shall be
made by transferring to the participant a number of shares of Company Stock
equal to the number of whole Deferred Units then distributable, with cash in
lieu of any fractional units, and net of any withholding obligations of the
Company with respect to such distributions. Shares of Company Stock distributed
to a participant or other beneficiary as a result of Deferred Units in a
participant's H. J. Heinz Deferred Stock Account must be held by the recipient
for at least six (6) months following distribution of the shares from this Plan,
and shall also be subject to any applicable holding and other requirements of
the H.

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J. Heinz Company Fiscal Year 2003 Stock Incentive Plan under which the Deferred
Units were granted, or any comparable successor plan under which future Deferred
Units may be granted.

SECTION 8. MANNER OF ELECTING DEFERRAL. A participant may elect to defer
compensation by written notice given to the Company prior to the time such
compensation is earned. The notice, which shall be on a form provided by the
Company, shall include (1) the amount to be deferred; (2) an election of either
a lump sum payment or a number of annual installments (not to exceed 20) for the
payment of the Account balance; and (3) selection of a date for the lump sum
payment or the first installment payment. Any election to defer shall be
effective when received by the Corporate Secretary's Office.

Elections under this Section 8 shall be irrevocable. However, notwithstanding a
participant's irrevocable election, the Executive Committee of the Company's
Board of Directors may, in its sole discretion, accelerate the date of the lump
sum or first installment selected by a participant, may reduce the number of
installments specified by a participant, and/or may prescribe a lump sum payment
in lieu of installments.

SECTION 9. PAYMENT OF ACCOUNT BALANCE. Payment of a participant's Account shall
be made (or shall begin, in the case of an installment payout) as soon as
administratively practicable, but not later than 30 days after the date
specified in the participant's deferral election.

If an installment payout is in effect, each installment payment except the last
one shall consist of (A) plus (B), where (A) is the amount determined by
dividing the participant's Prime Rate Account balance (not including accrued but
not credited interest) on the date installment payments begin by the number of
installments elected, and (B) is the number of Deferred Units equal to the total
Deferred Units credited to the participant's H. J. Heinz Deferred Stock Account
(not including accrued but un-credited units attributable to dividends on
Company Stock) on the date installment payments begin divided by the number of
installments elected. The last payment shall be the amount necessary to reduce
the participant's Prime Rate Account balance (including accrued but not credited
interest) to zero and to reduce the Deferred Units credited to the participant's
H. J. Heinz Deferred Stock Account (including accrued but un-credited units
attributable to dividends on Company Stock) to zero.

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If a Prime Rate Account balance exists on a participant's death or total
disability the amount plus interest to the date of death shall be paid to the
participant's designated beneficiary, or in the absence of a designated
beneficiary to the participant's estate, as soon as administratively
practicable, but not later than 30 days after the date of death or determination
of the existence of total disability. If Deferred Units are credited to a
participant's H. J. Heinz Deferred Stock Account on a participant's death or
total disability, such Deferred Units shall be distributed in the form of
Company Stock, in the manner provided in Section 7(g), to a participant's
designated beneficiary, or in the absence of a designated beneficiary to the
participant's estate, as soon as administratively practicable, but not later
than 30 days after the date of death or determination of the existence of total
disability.

SECTION 10. PARTICIPANT'S RIGHTS UNSECURED AND UNFUNDED. The right of any
participant to receive future payments under the provisions of this Plan shall
be an unsecured claim against the general assets of the Company. The amounts
credited to a participant under the Plan shall not be funded in any manner prior
to payment of such amounts becoming due.

SECTION 11. STATEMENT OF ACCOUNT. Statements will be sent to each participant
during May of each year as to the value of his or her Prime Rate Account and/or
the Deferred Units to his or her credit in the H. J. Heinz Deferred Stock
Account as of the end of the preceding fiscal year.

SECTION 12. ASSIGNABILITY. The right to receive payments hereunder shall not be
transferable or assignable by a participant nor subject to the claims of the
participant's creditors.

SECTION 13. AMENDMENT. This Plan may at any time or from time to time be
amended, modified or terminated by the Board of Directors of the Company. No
amendment, modification or termination shall, without the consent of a
participant, adversely affect the rights of such participant under this Plan
with respect to the then current balance of his or her Prime Rate Account and/or
the Deferred Units then credited to his or her H. J. Heinz Deferred Stock
Account.



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