HEINZ H J CO
EXHIBIT 10.A.XXI
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<TYPE>EX-10.A.XXI
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<FILENAME>j0105101exv10wawxxi.txt
<DESCRIPTION>EXHIBIT 10.A.XXI
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                                                             Exhibit 10(a)(xxi)

                                 FIRST AMENDMENT
                                       TO
                         SEVERANCE PROTECTION AGREEMENT


This First Amendment to Severance Protection Agreement is made this ____ day of
200__, by and between the "Company" (as hereinafter defined) and __________ (the
"Executive").


                                   WITNESSETH

         WHEREAS, pursuant to a Severance Protection Agreement between the
Company and Executive dated _____, 200__ (the "Agreement"), in order to induce
Executive to remain in the employ of the Company, the Company agreed to provide
certain benefits to Executive in the event Executive's employment is terminated
as a result of, or in connection with, a Change in Control; and

         WHEREAS, the Company and Executive desire to amend the Agreement to
clarify the components of the defined term "Bonus Amount" as hereinafter set
forth; and

         WHEREAS, capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Agreement.

         NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, the Company and Executive agree as follows:

1. Amendment. Section 2.3 of the Agreement entitled "Bonus Amount" is hereby
amended and restated in its entirety as follows:

         Bonus Amount. For purposes of this Agreement, "Bonus Amount" shall mean
         the greater of (x) the most recent annual bonus (including both cash
         bonus and any cash bonus foregone by the Executive in exchange for
         restricted stock units of the Company) paid or payable to the
         Executive, or, if greater, the annual bonus (including both cash bonus
         and any cash bonus foregone by the Executive in exchange for restricted
         stock units of the Company) paid or payable for the full fiscal year
         ended before the fiscal year during which a Change in Control occurred,
         or (y) the annual bonus (including both cash bonus and any cash bonus
         foregone by the Executive in exchange for restricted stock units of the
         Company) which would be paid or payable for the fiscal year during
         which the Change in Control occurred if all performance goals or other
         criteria established with respect to bonuses for such fiscal year were
         fully satisfied, or (z) the average of the annual bonuses (including
         both cash bonus and any cash bonus foregone by the Executive in
         exchange for restricted stock units of the Company) paid or payable
         during the three full fiscal years ended


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         before the Termination Date or, if greater, the three full fiscal years
         ended before the Change in Control (or, in each case, such lesser
         period for which annual bonuses (including both cash bonus and any cash
         bonus foregone by the Executive in exchange for restricted stock units
         of the Company) were paid or payable to the Executive).

2. No Other Amendment. Except as set forth herein, all other terms and
conditions of the Agreement shall remain in full force and effect.

3. Governing Law. The Amendment shall be governed by the laws of the
Commonwealth of Pennsylvania without giving effect to the conflict of laws
principles thereof.

4. Counterparts. This Amendment may be executed in counterparts, each of which
shall be deemed an original, and all of which, taken together, shall constitute
one and the same instrument.

5. Miscellaneous. This Amendment and the Agreement contain the entire
understanding between the parties. There are no other agreements,
representations, or understandings not set forth herein. This Amendment shall
not be amended, modified, or varied except by a writing signed by both parties.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.


ATTEST:                                     H. J. HEINZ COMPANY



_________________________                   By:_______________________________
Rene D. Biedzinski
Corporate Secretary                         Name:_____________________________

                                            Title:____________________________


                                            EXECUTIVE


                                            ---------------------------------
                                            [Insert Typed Name Here]

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