Exhibit 10 (a) (xi)
DEFERRED COMPENSATION PROGRAM
FOR EXECUTIVES OF H. J. HEINZ COMPANY
AND AFFILIATED COMPANIES
(as amended and restated effective January 1, 2005)
The purpose of this Program is to provide Eligible Executives with an opportunity to defer current income.
2.1 “ Account ” shall mean a deferred compensation reserve account established for bookkeeping purposes
only in the financial accounting records of the Corporation which reflect Awards deferred pursuant to
Section 3, plus Rollovers pursuant to Section 4, plus earnings credited at the applicable Crediting Rate.
2.2 “ Age ” shall mean the Participant’s attained age in years.
2.3 “ Affiliate ” shall mean any corporation, partnership, trust, or sole proprietorship, whether domestic or
foreign, which is affiliated with the Company through direct or indirect ownership of greater than fifty
percent (50%) of the voting and equity interests therein.
2.4 “ Award ” shall mean, for any fiscal year, the amount granted to an Eligible Executive of the Company for
that year and, in the absence of a Deferral Election with respect to such Award, payable to him in the
succeeding fiscal year under MIP and LTIP.
2.5 “ Board ” shall mean the Board of Directors of the Corporation.
2.6 “ Beneficiary ” shall mean the person or entity designated by the Participant or the Spouse of a
Participant in a time and manner determined by the Committee to receive Benefits under this Program. If
no Beneficiary designation by a Participant is in effect, the Beneficiary shall be the Participant’s Spouse, if
any, or if none, then the Participant’s estate. If a Participant’s Spouse makes no Beneficiary designation,
then the Beneficiary shall be such Spouse’s estate. A Participant or his surviving Spouse may revoke or
change their Beneficiary designation at any time in the manner determined from time to time by the
2.7 “ Benefit ” shall mean any payment m