HEINZ HJ FINANCE CO
EXHIBIT 10.B
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>4
<FILENAME>j0539301exv10wb.txt
<DESCRIPTION>EXHIBIT 10.B
<TEXT>
<PAGE>

                                                                   EXHIBIT 10(b)

                                                                  CONFORMED COPY

                                SECOND AMENDMENT
                          TO THIRD AMENDED AND RESTATED
                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                            H. J. HEINZ COMPANY, L.P.

         This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT (this "Amendment") of H. J. Heinz Company, L.P. (the "Partnership"),
is entered into to be effective as of April 30, 2003 (the "Effective Date"), by
Heinz Management L.L.C., a Delaware limited liability company ("HMC"), as the
General Partner, and the entities named on Schedule A, as the Limited Partners.
Capitalized terms used and defined in this Amendment shall have the meanings
assigned to them in this Amendment (including those in the recital paragraphs),
and capitalized terms used in this Amendment and not defined herein shall have
the meanings assigned to them in the Current LP Agreement (as defined below), in
each case, unless the context clearly requires otherwise.

                                R E C I T A L S:

         WHEREAS, the Partnership is currently governed pursuant to that certain
Third Amended and Restated Limited Partnership Agreement made and entered into
as of December 13, 2002, as the same has been previously amended pursuant to the
documents listed on Addendum 1 attached hereto (the "Current LP Agreement"); and

         WHEREAS, in exchange for certain contributions of cash to the
Partnership (as hereinafter set forth), H. J. Heinz Company, a Pennsylvania
corporation (the "Contributing Limited Partner"), desires to be issued
additional Class A Interests; and

         WHEREAS, the parties hereto desire to enter into this Amendment for the
purpose of (a) amending the Current LP Agreement to reflect the issuance of
additional Class A Interests to the Contributing Limited Partner and (b)
reallocating the relative interests of the Partners in the Partnership as
hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Partners, intending to be
legally bound, hereby agree as follows:

         1.       ADDITIONAL CAPITAL CONTRIBUTION. In exchange for issuance to
it of additional Class A Interests (the "Issuance"), the Contributing Limited
Partner has made the additional Capital Contributions to the Partnership set
forth on Schedule B attached to this Amendment (the "Contribution"). In
connection with such Contribution, the Current LP Agreement is hereby further
amended as set forth below:

                  (a)      SCHEDULE B - NET EQUITY VALUE AND PERCENTAGE
         INTERESTS. From and after the Effective Date, the Schedule B attached
         to the Current LP Agreement is hereby deleted and superseded in its
         entirety and in its place and stead is substituted the Schedule B
         attached to this Amendment, and as a result thereof, from and after the
         Effective Date, the Partners shall be those persons and entities set
         forth on Schedule B to

<PAGE>

         this Amendment and their relative Percentage Interests in the
         Partnership shall be as set forth on Schedule B to this Amendment.

                  (b)      APPROVALS. As required by and in accordance with
         Section 3.01 of the Current LP Agreement, the General Partner hereby
         specifically approves the issuance of such additional Class A Interests
         and the General Partner hereby agrees to such Net Value.

         2.       REPRESENTATIONS AND WARRANTIES. Each of the Partners hereby
represents and warrants to the other Partners the following:

                  (a)      It is duly organized, validly existing and in good
         standing under the laws of its jurisdiction of formation with all
         requisite power and authority to enter into this Amendment and to
         conduct the business of the Partnership.

                  (b)      The Current LP Agreement, as amended by this
         Amendment, constitutes the legal, valid and binding obligation of such
         Partner enforceable in accordance with its terms.

                  (c)      No consents or approvals are required from any
         governmental authority or other person or entity for such Partner to
         enter into this Amendment. All limited liability company, corporate or
         partnership action on the part of such Partner necessary for the
         authorization, execution and delivery of this Amendment, and the
         consummation of the transactions contemplated hereby, have been duly
         taken.

                  (d)      The execution and delivery of this Amendment by such
         Partner, and the consummation of the transactions contemplated hereby,
         does not conflict with or contravene the provisions of its
         organizational documents or any agreement or instrument by which it or
         its properties are bound or any law, rule, regulation, order or decree
         to which it or its properties are subject.

                  (e)      Each Partner agrees to indemnify and hold harmless
         the Partnership and each other Partner and their officers, directors,
         shareholders, partners, employees, successors and assigns from and
         against any and all loss, damage, liability or expense (including
         reasonable out of pocket costs and attorneys' fees) which they may
         incur by reason, or in connection with, any breach of the foregoing
         representations and warranties by such Partner and all such
         representations and warranties shall survive the execution and delivery
         of this Amendment and the termination and dissolution of any Partner
         and/or the Partnership (nothing herein shall constitute a waiver or
         extension of any applicable statute of limitations).

         3.       CONSENT. Notwithstanding any contrary right or privilege which
may be contained in the Current LP Agreement, all Partners consent to the
Issuance and the Contribution and consent to and ratify this Amendment and the
Current LP Agreement (as amended by this Amendment) and each of the Partners
agrees to be bound by all the terms, conditions and provisions of the Current LP
Agreement as amended by this Amendment.

                                       2
<PAGE>

         4.       POWER OF ATTORNEY. Pursuant to Section 10.05 of the Current LP
Agreement, the General Partner is executing this Amendment as attorney-in-fact
for the other Limited Partners.

         5.       NO DISSOLUTION/CONTINUATION OF THE PARTNERSHIP. The Partners
agree to continue to serve as the partners of the Partnership and each agrees to
continue the Partnership until the Partnership is terminated without
reconstitution. Further, each of the Partners agrees (a) the business of the
Partnership shall be deemed to have continued and (b) the Partnership has not
been dissolved, terminated and shall not be wound up, as a result of the
Issuance and Contribution, notwithstanding any contrary rights and privileges
which may be contained in the Current LP Agreement.

         6.       RATIFICATION AND CONFIRMATION. Except to the extent
specifically amended by this Amendment, the parties hereto do hereby ratify and
confirm the terms and provisions of the Current LP Agreement, as previously
amended.

         7.       EFFECTIVE DATE. This Amendment is effective as of the date
first above mentioned.

         8.       BINDING EFFECT. Except as herein otherwise provided to the
contrary, this Amendment shall be binding upon and inure to the benefit of the
parties hereto, their legal and personal representatives, successors and
assigns; provided, however, that neither party shall have any right, power and
authority to assign any rights, powers, duties or obligations hereunder.

         9.       AMENDMENTS. No amendment, alteration, modification or waiver
of this Amendment, or any part hereof, shall be valid or effective unless in
writing and signed by all the parties hereto.

         10.      APPLICABLE LAWS. The substantive laws of the State of Delaware
and the applicable federal laws of the United States shall govern the validity,
construction, enforcement and interpretation of this Amendment, and this
Amendment shall be governed by and construed in accordance with the laws of the
State of Delaware and the applicable federal laws of the United States.

         11.      COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute but one and the same instrument which may be
sufficiently evidenced by one counterpart, and any of the parties hereto may
execute this Amendment by signing any such counterpart.

         12.      HEADINGS AND TITLES. The headings and titles of Articles,
Sections, Sub-sections and Paragraphs herein have been inserted as a matter of
convenience of reference only and shall not control or affect the meaning or
construction of any of the operative terms or provisions hereof or therein.

         13.      GENDER. Whenever the context shall so require, all words
herein in any gender shall be deemed to include the masculine, feminine, or
neuter gender, and all singular words shall include the plural, and all plural
words shall include the singular.

                                       3
<PAGE>

         14.      CONSTRUCTION. In case any one or more of the provisions
contained in this Amendment shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalid, illegal or unenforceable
provision or provisions shall be fully severable and shall not affect any other
provision hereof and this Amendment shall be construed and enforced as if such
invalid, illegal or unenforceable provision had never been contained herein.
Furthermore, in lieu of each such illegal, invalid or unenforceable provision
there shall be added automatically as part of this Amendment a provision as
similar in terms to such illegal, invalid or unenforceable provision as may be
possible and be legal, valid and enforceable.

         15.      THIS AMENDMENT. The words "herein," "hereof," "hereunder,"
"hereby," "this Amendment" and other similar reference shall be construed to
mean and include this Amendment and all amendments thereof and supplements
thereto unless the context should clearly indicate or require otherwise.

         16.      NO THIRD PARTY BENEFICIARY RIGHTS. This Amendment is made
solely and specifically between and for the benefit of the parties hereto, and
their respective successors and assigns, subject to the express provisions
hereof relating to successors and assigns, and no other person, individual,
corporation or entity, whatsoever, shall have any rights, interests, or claims
hereunder or be entitled to any benefits under or on account of this Amendment
as a third party beneficiary or otherwise.

         17.      WAIVER. No consent or waiver, either expressed or implied, by
any party to or of any breach or default by any other party, in the performance
by such other party of the obligations thereof under this Amendment shall be
deemed or construed to be a consent or waiver to or of any other breach or
default in the performance by such other party of the same or any other
obligations of such other party under this Amendment. Failure on the part of any
party to complain or to pursue complaints with respect to any acts or failure to
act of any other party, or failure on the part of any party to declare any other
party in default, irrespective of how long such default continues, shall not
constitute a waiver by such party of the rights and remedies thereof under this
Amendment or otherwise at law or in equity.

         18.      EXHIBITS. All exhibits, schedules, attachments, annexed
instruments and addenda referred to herein shall be considered a part of this
Amendment as fully as if and with the same force and effect as if such exhibit,
schedule, attachment, annex or addendum had been included herein in full.

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                         [SIGNATURES BEGIN ON NEXT PAGE]

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth in the introductory paragraph hereof.

GENERAL PARTNER:

HEINZ MANAGEMENT L.L.C., a Delaware
limited liability corporation

By:   John C. Crowe
    ----------------------
Name: John C. Crowe
Title: Vice President

LIMITED PARTNERS:

ROYAL AMERICAN FOODS, INC.
ORA CORPORATION
CMH, INC.
H. J. HEINZ FINANCE COMPANY

By:   Heinz Management Company, attorney-
      in-fact pursuant to the power of attorney
      granted in Section 10.05 of the Current
      LP Agreement

      By:    John C. Crowe
             -------------------
      Name:  John C. Crowe
      Title: Vice President

CONTRIBUTING LIMITED PARTNER:

H. J. HEINZ COMPANY

By:   Edward J. McMenamin
      ---------------------------
Name: Edward J. McMenamin
Title:Vice President - Finance

<PAGE>

                          SCHEDULE A - LIMITED PARTNERS

The following entities are the Limited Partners of the Partnership as of the
Effective Date:

                  Class A Interest Holders:

         1.       H. J. Heinz Company, a Pennsylvania corporation

                  Class B Interest Holders:

         1.       H. J. Heinz Finance Company, a Delaware corporation

         2.       CMH, Inc., an Idaho corporation

         3.       ORA Corporation, a California corporation

         4.       Royal American Foods, Inc., a Minnesota corporation

<PAGE>

           SCHEDULE B - CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS

H.J. Heinz Company has made cash contributions on behalf of the Partnership to
certain pension plans covering employees of the Partnership. It is the intention
of the partners that these payments be characterized as capital contributions to
the Partnership in exchange for additional Class A Interests as of the date of
each contribution. The contributions to capital were made on the following dates
and in the following amounts:

<TABLE>
<S>                        <C>
December, 2002             $41,440,000

April, 2003                $30,000,000
</TABLE>

The estimated fair market value of the Capital Contribution of each Partner and
the relative Percentage Interest in the Partnership represented by each Capital
Contribution as of the date of this Agreement is as shown below.

<TABLE>
<CAPTION>
           Partner                                    Capital Contribution    Percentage Interests
           -------                                    --------------------    --------------------
<S>                                                   <C>                     <C>
Heinz Management LLC                                            500,000               .004%
H. J. Heinz Company                                       8,184,849,493             65.546%
ORA Corporation                                             226,015,500              1.810%
H. J. Heinz Finance Company                                 939,351,678              7.523%
CMH, Inc                                                  3,099,522,068             24.822%
Royal American Foods, Inc.                                   37,000,000               .296%
                            Total                        12,487,238,739            100.000%
</TABLE>

This Schedule, as of April 30, 2003, does NOT reflect the distribution of assets
to H. J. Heinz Company pursuant to the Consent to Distribution dated December
13, 2002 or any "book-up" associated therewith. An amended Schedule B will be
substituted when the required calculations are completed.

<PAGE>

     ADDENDUM 1 - PREVIOUS AMENDMENT(s) TO THE LIMITED PARTNERSHIP AGREEMENT

The Third Amended and Restated Limited Partnership Agreement of the Partnership,
made and entered into as of December 13, 2002, has been previously amended
pursuant to the documents listed below:

         1.       First Amendment, effective December 31, 2002 related to the
                  admission of Royal American foods, Inc. as a new Class B
                  limited partner.

<PAGE>

                   ADDENDUM 2 - MANAGEMENT BOARD RATIFICATION

                         RESOLUTION OF MANAGEMENT BOARD

         The undersigned, being the members of the Management Board of H. J.
Heinz Company, L.P., a Delaware limited partnership ("the "Partnership"), hereby
adopt the following preamble and resolutions at a meeting of the Management
Board called and held this day:

         WHEREAS, pursuant to Section 8.02 of the Third Amended and Restated
         Agreement of Limited Partnership dated December 13, 2002 by and among
         Heinz Management L.L.C., as General Partner, and the Limited Partners
         listed in Schedule A attached to such Partnership Agreement, the
         Management Board has sole power and authority to approve execution of
         amendments to the Partnership Agreement; and

         WHEREAS, the General Partner of the Partnership has recommended and
         approved that a Second Amendment to the Partnership Agreement be
         executed to reflect additional capital contributions by H. J. Heinz
         Company.

         NOW, THEREFORE, BE IT:

         RESOLVED, that the Second Amendment to the Third Amended and Restated
         Limited Partnership Agreement of H. J. Heinz Company, L. P. be, and it
         hereby is, approved; and

         FURTHER RESOLVED, that the appropriate officers of the General Partner
         (the "Officers") are authorized to take any and all actions necessary
         and appropriate in order to effectuate the intent of the foregoing
         resolution; and

         FURTHER RESOLVED, that all actions taken by the Officers prior to the
         adoption of these resolutions in connection with the transaction
         described above be, and they hereby are, approved, ratified and
         confirmed.

IN WITNESS WHEREOF, the undersigned have executed these resolutions this 2d day
of February, 2004.

_____________________________                     _____________________________
Edward J. McMenamin                               Theodore N. Bobby

_____________________________                     _____________________________
John C. Crowe                                     Leonard A. Cullo, Jr

_____________________________
Christopher Puma

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