<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>8
<FILENAME>a2071661zex-10_17.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>
<Page>

                                                                   Exhibit 10.17






                          WEIGHT WATCHERS SAVINGS PLAN




                                  OCTOBER 1999
<Page>

                          WEIGHT WATCHERS SAVINGS PLAN

                                TABLE OF CONTENTS

Article I:  Introduction.......................................................1
   1.01   Name.................................................................1
   1.02   Purpose..............................................................1
   1.03   Status Under Code....................................................1
   1.04   Effective Date.......................................................1

Article II:  Definitions.......................................................2
   2.01   Defined Terms........................................................2
   2.02   Account(s)...........................................................2
   2.03   Affiliate............................................................2
   2.04   After Tax Account....................................................2
   2.05   After Tax Contributions..............................................2
   2.06   Alternate Payee......................................................2
   2.07   Annual Additions.....................................................2
   2.08   Beneficiary..........................................................3
   2.09   Board of Directors...................................................3
   2.10   Break in Service.....................................................3
   2.11   Code.................................................................3
   2.12   Committee............................................................4
   2.13   Compensation.........................................................4
   2.14   Compensation Limit...................................................4
   2.15   Disability...........................................................4
   2.16   Discharge Without Cause..............................................4
   2.17   Eligibility Computation Period.......................................4
   2.18   Eligible Earnings....................................................4
   2.19   Eligible Retirement Plan.............................................5
   2.20   Eligible Rollover Distribution.......................................5
   2.21   Employee.............................................................5
   2.22   Employer.............................................................6
   2.23   Employment Commencement Date.........................................6
   2.24   ERISA................................................................6
   2.25   Fund or Investment Fund(s)...........................................6
   2.26   Highly Compensated Employee..........................................7
   2.27   Hour of Service......................................................7
   2.28   Investment Committee.................................................8
   2.29   Key Employee.........................................................8
   2.30   Leased Employee......................................................8
   2.31   Matching Account.....................................................8
   2.32   Matching Contributions...............................................8
   2.33   Member...............................................................8
   2.34   Payroll Period.......................................................8
   2.35   Period of Service....................................................8
   2.36   Period of Severance..................................................8
   2.37   Plan.................................................................8
   2.38   Plan Year............................................................8
   2.39   Profit Sharing Contribution..........................................9
   2.40   Profit Sharing Contribution Account..................................9
   2.41   Qualified Domestic Relations Order...................................9
   2.42   Qualified Nonelective Contributions..................................9
   2.43   Retired Member.......................................................9


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                          WEIGHT WATCHERS SAVINGS PLAN

                                TABLE OF CONTENTS

   2.44   Retirement...........................................................9
   2.45   Rollover Account.....................................................9
   2.46   Rollover Contributions...............................................9
   2.47   Salaried Employee....................................................9
   2.48   Service.............................................................10
   2.49   Severance from Service Date.........................................10
   2.50   Tax Deferred Account................................................10
   2.51   Tax Deferred Contributions..........................................10
   2.52   Trust Agreement.....................................................10
   2.53   Trust Fund..........................................................10
   2.54   Trustee.............................................................10
   2.55   Valuation Date......................................................10

Article III:  Membership......................................................11
   3.01   Eligibility and Enrollment..........................................11
   3.02   Cessation of Membership.............................................11
   3.03   Military Service....................................................11

Article IV:  Contributions....................................................12
   4.01   Profit Sharing Contributions........................................12
   4.02   Tax Deferred Contributions..........................................14
   4.03   Change in Tax Deferred Contributions................................15
   4.04   Suspension of Tax Deferred Contributions............................16
   4.05   Limitation on Tax Deferred Contributions............................16
   4.06   Matching Contributions..............................................18
   4.07   Rollover Contributions..............................................18
   4.08   Limitation Based on Contribution Percentage.........................19
   4.09   Allocation to Member Accounts.......................................20
   4.10   Maximum Annual Additions............................................21
   4.11   Participation in Other Plans........................................22
   4.12   Aggregate Limit.....................................................22
   4.13   Return of Contributions.............................................22

Article V:  Eligibility for Benefits..........................................23
   5.01   Vesting.............................................................23
   5.02   Retirement..........................................................23
   5.03   Death...............................................................23
   5.04   Disability..........................................................23
   5.05   Discharge Without Cause.............................................23
   5.06   Other Termination of Employment.....................................23
   5.07   Application of Forfeitures..........................................24

Article VI:  Withdrawals......................................................25
   6.01   In General..........................................................25
   6.02   After Tax Account and Rollover Account..............................25
   6.03   Matching Account....................................................25
   6.04   Tax Deferred Account................................................25
   6.05   Profit Sharing Contribution Account.................................26
   6.06   Hardship Withdrawal.................................................26


                                                                              ii
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                          WEIGHT WATCHERS SAVINGS PLAN

                                TABLE OF CONTENTS

   6.07   Additional Withdrawal Rules.........................................27

Article VII:  Accounts........................................................28
   7.01   Member Accounts.....................................................28
   7.02   Periodic Statements.................................................28

Article VIII:  Distributions..................................................29
   8.01   In General..........................................................29
   8.02   Methods of  Distribution............................................30
   8.03   Medium of Payment...................................................31
   8.04   Timing of Distributions.............................................31
   8.05   Valuation...........................................................32
   8.06   Written Explanation.................................................32

Article IX:  Trust Fund.......................................................33
   9.01   Trustee and Trust Agreement.........................................33
   9.02   Expenses............................................................33
   9.03   Investment Funds....................................................33
   9.04   Investment Elections by Members.....................................34
   9.05   Investment Election Changes.........................................34
   9.06   Reallocation Among Funds............................................34
   9.07   Transferred Amounts.................................................34
   9.08   Interim Investment Fund.............................................35
   9.09   Member Loans........................................................35
   9.10   Loan Requirements...................................................36

Article X:  Administration....................................................39
   10.01     The Committee....................................................39
   10.02     Powers...........................................................39
   10.03     Quorum and Committee Actions.....................................40
   10.04     Investment Committee.............................................40
   10.05     Liability Insurance and Indemnification..........................40
   10.06     Qualified Domestic Relations Orders..............................40
   10.07     Fiduciary Standard...............................................40
   10.08     Facility of Payment..............................................40
   10.09     Valuation Dates..................................................41

Article XI:  Amendment, Termination, and Merger...............................42
   11.01     Right to Terminate or Amend......................................42
   11.02     Termination Procedures...........................................42
   11.03     Merger, Consolidation, or Transfer of Plan Assets................42

Article XII:  General Provisions..............................................44
   12.01     Uniform Administration...........................................44
   12.02     Source of Payment................................................44
   12.03     No Right to Employment...........................................44
   12.04     Benefits Not Assignable..........................................44
   12.05     Laws Applicable..................................................44
   12.06     Election Procedures..............................................44


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                          WEIGHT WATCHERS SAVINGS PLAN

                                TABLE OF CONTENTS

   12.07     Top-Heavy Requirements...........................................44
   12.08     Gender and Number................................................46

Article XIII:  Claims Procedure...............................................47
   13.01     Filing a Claim...................................................47
   13.02     Notice of Denial of Claim........................................47
   13.03     Right of Review..................................................47
   13.04     Decision on Review...............................................47
   13.05     Court Action.....................................................48

Article XIV:  Signature.......................................................49


                                                                              iv
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                          WEIGHT WATCHERS SAVINGS PLAN

                             ARTICLE I: INTRODUCTION

1.01 NAME.
This Plan shall be known as the Weight Watchers Savings Plan (the "Plan").

1.02 PURPOSE.
The purpose of the Plan is to assure a competitive compensation program for
Employees by establishing a retirement plan which combines monthly Employer
Profit Sharing Contributions for the account of each eligible Employee with a
formal savings program under which eligible Employees may elect to make Tax
Deferred Contributions supplemented by Matching Contributions from the Employer.
The Plan provides an additional incentive for the Employees to remain in the
employ of the Employer.

1.03 STATUS UNDER CODE.
This Plan is intended to be a qualified plan under section 401(a) of the Code.
The Plan as a whole is designed to qualify as a profit-sharing plan, provided
that Employer contributions shall be made to the Plan without regard to current
or accumulated earnings and profits. The provisions of the Plan concerning Tax
Deferred Contributions are intended to constitute a cash or deferred arrangement
under section 401(k) of the Code.

1.04 EFFECTIVE DATE.
The Plan is effective October 3, 1999.


                                       1
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                             ARTICLE II: DEFINITIONS

2.01 DEFINED TERMS.
Unless otherwise required by the context, the terms used herein shall have the
meanings set forth in this Article II.

2.02 ACCOUNT(S).
Account(s) shall mean the Tax Deferred Account, the Matching Account, the After
Tax Account, the Profit Sharing Contribution Account and/or the Rollover
Account.

2.03 AFFILIATE.
Affiliate shall mean any corporation which is a member of a controlled group of
corporations (within the meaning of section 414(b) of the Code), which also
includes as a member the Employer, a trade or business under common control
(within the meaning of section 414(c) of the Code) with the Employer, any
organization (whether or not incorporated) which is a member of an affiliated
service group (within the meaning of section 414(m) of the Code) which includes
the Employer and any other organization or arrangement to the extent aggregation
is required pursuant to section 414(o) of the Code. For purposes of paragraph
4.10 only, the definitions in sections 414(b) and (c) of the Code shall be
modified as provided in section 415(h) of the Code.

2.04 AFTER TAX ACCOUNT
After Tax Account shall mean the account into which were transferred After Tax
Contributions, and earnings attributable thereto.

2.05 AFTER TAX CONTRIBUTIONS
After Tax Contributions shall mean contributions made by a Member, prior to the
effective date of the Plan, under either the H.J. Heinz Company Employees
Retirement and Savings Plan or the H.J. Heinz Company SAVER Plan, and which,
subsequent to the effective date of the Plan, were transferred to the Member's
After Tax Account.

2.06 ALTERNATE PAYEE
Alternate Payee shall mean a person designated to receive payments or
distributions pursuant to a Qualified Domestic Relations Order.

2.07 ANNUAL ADDITIONS
Annual Additions shall mean, for any calendar year, the sum of:
(a) the Employer contributions (including Tax Deferred Contributions) made
on behalf of the Member for such calendar year; and
(b) Forfeitures, if applicable,


                                       2
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that have been allocated to the Member's Accounts under this Plan or his
accounts under any other qualified defined contribution plan sponsored by the
Employer. For purposes of this paragraph, any Tax Deferred Contributions
distributed under the provisions of paragraph 4.05 and any Matching
Contributions which may have been distributed or forfeited under the provisions
of paragraph 4.08 shall be included in the Annual Addition for the year
allocated.

2.08 BENEFICIARY
Beneficiary shall mean any person or persons designated by a Member, in
accordance with procedures prescribed by the Committee, to receive benefits
payable in the event of the death of the Member. If a married Member designates
a Beneficiary who is other than his spouse, then such designation must be
consented to and signed by the spouse and witnessed by a Plan representative or
notary public, unless such requirement is waived because it is established in
accordance with procedures prescribed by the Committee that there is no spouse,
the spouse cannot be located, the spouse is legally incompetent (in which case
the consent of the legal guardian is required), the Member is legally separated
or has been abandoned by his spouse (as determined according to local law), or
for such other reasons as may be prescribed by applicable regulations. If no
such designation is in effect at the time of death of the Member, or the
person(s) so designated do not survive the Member, the Beneficiary shall be
deemed to be the Member's surviving spouse, if any; otherwise the Beneficiary
shall be the estate of the Member. A Member may change his Beneficiary at any
time, provided that the spousal consent requirements above are fulfilled, if
applicable.

2.09 BOARD OF DIRECTORS
Board of Directors shall mean the Board of Directors of Weight Watchers
International or the Executive Committee of such Board.

2.10 BREAK IN SERVICE
Break in Service shall mean a Period of Severance of 12 consecutive months or
longer. Notwithstanding the foregoing, if an Employee's service is terminated or
if the Employee is otherwise absent from work due to the Employee's pregnancy,
birth of the Employee's child, placement of a child with the Employee in
connection with the adoption by the Employee of that child or for purposes of
caring for that child for a period following the birth or placement, a Break in
Service shall occur only if the Employee is not reemployed or does not return to
active service prior to the second anniversary of the Employee's Severance from
Service Date; and provided further that the first year of such absence, measured
from his Severance from Service Date, shall not be considered in determining a
Member's Break in Service for purposes of paragraphs 2.50 and 5.06.

2.11 CODE
Code shall mean the Internal Revenue Code of 1986, as amended from time to time.


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2.12 COMMITTEE
Committee shall mean the committee appointed by the Board of Directors or such
other committee as the Board of Directors may subsequently designate as being
responsible for the general administration of the Plan.

2.13 COMPENSATION
Compensation shall mean the Employee's total salary, wages, fees and other
remuneration received in the Plan Year for personal services actually rendered
in the course of employment with the Employers, including, but not by way of
limitation, bonuses, overtime payments and commissions, and shall exclude
deferred compensation, stock options and other distributions which receive
special tax benefits under the Code, all such inclusions and exclusions to be
determined consistently with Treasury Regulation section 1.415-2(d), which is
hereby incorporated by reference. Except for purposes of paragraph 4.10,
Compensation shall be determined after any reduction of Eligible Earnings
pursuant to paragraph 4.02, after any pre-tax contributions under a cafeteria
plan under section 125 of the Code, and after any contributions for a qualified
transportation fringe under section 132(f) of the Code.

2.14 COMPENSATION LIMIT
Compensation Limit shall mean $150,000, as adjusted pursuant to section
401(a)(17) of the Code.

2.15 DISABILITY
Disability shall mean a physical or mental condition of a Member that, based on
satisfactory medical evidence acceptable to the Committee, is believed to be
permanent and to render the Member unfit to perform duties for the Employer.

2.16 DISCHARGE WITHOUT CAUSE
Discharge Without Cause shall mean involuntary termination of employment with
the Employer because of job elimination, plant shutdown or permanent layoff in
connection with a reduction in force.

2.17 ELIGIBILITY COMPUTATION PERIOD
Eligibility Computation Period shall mean the 12 consecutive month period
beginning on an individual's Employment Commencement Date and the 12 consecutive
month period beginning on the first day of the Plan Year commencing after the
Employment Commencement Date.

2.18 ELIGIBLE EARNINGS
Eligible Earnings shall mean all cash remuneration payable to an Employee before
payroll withholding, including sales incentive payments and bonuses,


                                       4
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payments under the Weight Watchers International Income Protection Plan, and
salary continuation paid on a payroll-period-by-payroll-period basis, but
excluding hiring, retention and referral bonuses, short-term housing relocation
allowances, overseas allowances, amounts received by the Member under long term
incentive plans, amounts previously deferred, lump sum severance payments,
Employer contributions to and benefit payments from welfare or retirement
programs, all classroom and related meeting pay for Salaried Employees,
suggestion system awards and prizes, reimbursements for business travel or
entertainment expenses incurred by the Member and not reported as wages for
federal tax purposes, and any amounts designated as a "Vacation Bonus" related
to the number of meetings facilitated by an Employee working in the field. Any
amounts by which an Employee's cash compensation is reduced at the Employee's
election pursuant to plans maintained by the Employer which are described in
section 125 of the Code, section 401(k) of the Code or section 132(f) of the
Code shall be included, but cash or other benefits payable to the Employee from
such plans shall be excluded. In all cases of doubt as to determination of
Eligible Earnings, the decision of the Committee shall be final.

2.19 ELIGIBLE RETIREMENT PLAN
Eligible Retirement Plan shall have the meaning set forth in section
401(a)(31)(E) of the Code.

2.20 ELIGIBLE ROLLOVER DISTRIBUTION
Eligible Rollover Distribution shall have the meaning set forth in section
401(a)(31)(D) of the Code.

2.21 EMPLOYEE
Employee shall mean any person employed by an Employer who receives a regular
stated compensation from the Employer other than a pension, retainer or fee
under contract, provided that such term shall not include:

(a) a person who is a nonresident alien, unless such person receives
remuneration from the Employer that is considered to be U.S.-source income;
(b) A person whose compensation is established under a collective
bargaining agreement, unless such agreement specifically provides for membership
in the Plan;
(c) A Leased Employee, provided that if a person who originally performs
services for the Employer as a Leased Employee (or in a status which would be
that of a Leased Employee if such services had been on a substantially full time
basis for a period of at least one year under the primary direction and control
of the Employer) becomes an Employee, or in the event an Employee becomes
employed by the Employer as a Leased Employee, any service rendered with the
Employer as a Leased Employee (or in a status which would be that of a Leased
Employee if such services had been on a substantially full time basis for a
period of at least one year under the primary direction and control of the
Employer) shall be counted in determining (i) eligibility under paragraph 3.01


                                       5
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(except that he shall not by reason of that status be eligible to become a
Member) and (ii) years of Service for vesting under paragraph 5.01.
(d) However, "Employee" shall exclude any individual retained by an Employer to
perform services for the Employer (for either a definite or indefinite duration)
and who is characterized as a fee-for-service worker or independent contractor
or in a similar capacity (rather than in the capacity of an employee),
regardless of such individual's status under common law, including, without
limitation, any such individual who is or has been determined by a third party,
including, without limitation, a government agency or board or court or
arbitrator, to be an employee of the Employer for any purpose, including,
without limitation, for purposes of any employee benefit plan of the Employer
(including this Plan) or for purposes of federal, state or local tax
withholding, employment tax or employment law, for the period during which the
individual is so characterized even if such individual is later retroactively
recharacterized pursuant to applicable law or otherwise.

         Notwithstanding the foregoing, a Member while in receipt of disability
income payments under a long-term disability program sponsored by the Employer
shall be treated as an Employee until the date he ceases to be eligible for
payments under such program or until age 65 or termination of Employee status.

2.22 EMPLOYER
Employer shall mean, as the case may be, Weight Watchers International and any
Affiliate of Weight Watchers International that adopts the Plan with the
approval of Weight Watchers International.

2.23 EMPLOYMENT COMMENCEMENT DATE
Employment Commencement Date shall mean the first day of any period for which a
person is paid or entitled to payment for performance of duties for the Employer
or an Affiliate; provided, however, the Employment Commencement Date of any
person employed by an Affiliate may not be earlier than the date the Affiliate
becomes such as described in paragraph 2.03, except as otherwise directed by the
Board of Directors or required by law.

2.24 ERISA
ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended
form time to time.

2.25 FUND OR INVESTMENT FUND(S).
Fund or Investment Fund(s) shall mean one or more of the funds in which Member
and Employer contributions to the Plan are invested in accordance with Article
IX.


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2.26 HIGHLY COMPENSATED EMPLOYEE
Highly Compensated Employee shall mean an individual determined in accordance
with section 414(q) of the Code, and with such rules and regulations as shall be
promulgated by the Internal Revenue Service pursuant to such section, and shall
mean an Employee who:

(i) was a 5% owner (as defined in section 416(i)(1) of the Code) with
respect to an Employer or an Affiliate during the Plan Year being tested or the
preceding Plan Year, or
(ii) earned more than $80,000 of Section 414(q) compensation (as defined in
section 414(q)(4) of the Code) in the preceding Plan Year; provided however, the
$80,000 amount is subject to adjustment as provided under section 415 of the
Code, except that the base period shall be the calendar quarter ending September
30, 1996.

         For purposes of the this provision, a former Employee shall be treated
as a Highly Compensated Employee if such former Employee was a Highly
Compensated Employee when such former Employee separated from service, or such
former Employee was a Highly Compensated Employee at any time after attaining
age 55.

2.27 HOUR OF SERVICE
Hour of Service shall mean, with respect to any Eligibility Computation Period:

(a) each hour for which a person is paid or entitled to payment for the
performance of duties for the Employer or an Affiliate;
(b) each hour for which a person is paid or entitled to payment by the
Employer or an Affiliate directly or indirectly, on account of a period during
which no duties are performed, whether or not the employment relationship has
terminated due to vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty or leave of absence, but not in excess of 501
hours for any such single continuous period;
(c) each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Employer or an Affiliate, excluding any hour
credited under paragraphs (a) or (b) above, which shall be credited to the
computation period or periods to which the award, agreement or payment pertains,
rather than to the computation period in which the award, agreement or payment
is made; and
(d) no hours shall be credited on account of any period during which a person
performs no duties and receives payment solely for the purpose of complying with
workers' compensation, unemployment compensation, or disability insurance laws.

         The Hours of Service to be credited shall be determined pursuant to
Title 29 of the Code of Federal Regulations, section 2530.200b-2(b) and (c) as
promulgated by the United States Department of Labor.


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2.28 INVESTMENT COMMITTEE
Investment Committee shall mean the Investment Committee appointed by the Board
of Directors as prescribed in paragraph 10.05 or such other committee or board
as the Board of Directors may subsequently designate as being responsible for
the duties prescribed for the Investment Committee in this Plan.

2.29 KEY EMPLOYEE
Key Employee shall have the meaning set forth in section 416(i) of the Code.

2.30 LEASED EMPLOYEE
Leased Employee shall have the meaning as set forth in Section 414(n) of the
Code.

2.31 MATCHING ACCOUNT
Matching Account shall mean the account into which are credited Matching
Contributions, and earnings attributable thereto.

2.32 MATCHING CONTRIBUTIONS
Matching Contributions shall mean contributions made by the Employer on a
Member's behalf pursuant to paragraph 4.06(a).

2.33 MEMBER
Member shall mean an Employee who meets the requirements of paragraph 3.01 or a
former Employee who has an undistributed balance in his Account.

2.34 PAYROLL PERIOD
Payroll Period shall mean the weekly, biweekly, semimonthly or monthly period
that is the basis for the Employer's regular payment of remuneration to the
Employee.

2.35 PERIOD OF SERVICE
Period of Service shall mean a period beginning on an Employment Commencement
Date and ending on the next Severance from Service Date.

2.36 PERIOD OF SEVERANCE
Period of Severance shall mean a period beginning on a Severance from Service
Date and ending on the next Employment Commencement Date.

2.37 PLAN.
Plan shall mean the Weight Watchers Savings Plan.

2.38 PLAN YEAR
Plan Year shall mean the calendar year, except that the first Plan Year shall
begin on the date the Plan is effective and shall end on December 31, 1999.


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2.39 PROFIT SHARING CONTRIBUTION
Profit Sharing Contribution shall mean the Employer contributions pursuant to
paragraph 4.01.

2.40 PROFIT SHARING CONTRIBUTION ACCOUNT
Profit Sharing Contribution Account shall mean the account into which are
credited Profit Sharing Contributions and earnings attributable thereto.

2.41 QUALIFIED DOMESTIC RELATIONS ORDER
Qualified Domestic Relations Order shall mean any judgment, decree, or order
which:

(a) creates for, or assigns to, a spouse, former spouse, child or other
dependent of a Member the right to receive all or a portion of the Member's
benefits under the Plan for the purpose of providing child support, alimony
payments or marital property rights to that spouse, child or dependent,
(b) is made pursuant to a state domestic relations law,
(c) does not require the Plan to provide any type of benefit, or any option, not
otherwise provided under the Plan, and
(d) otherwise meets the requirements of section 206(d)(3) of ERISA, as
determined by the Committee.

2.42 QUALIFIED NONELECTIVE CONTRIBUTIONS
Qualified Nonelective Contributions shall mean discretionary contributions by
the Employer which are made pursuant to paragraph 4.06(d).

2.43 RETIRED MEMBER
Retired Member shall mean a Member who has commenced Retirement and who has an
Account balance remaining in the Plan.

2.44 RETIREMENT
Retirement shall mean cessation of work for the Employer on or after attainment
of age 65.

2.45 ROLLOVER ACCOUNT
Rollover Account shall mean the account into which shall be credited Rollover
Contributions.

2.46 ROLLOVER CONTRIBUTIONS
Rollover Contributions shall mean contributions made by or on behalf of a Member
pursuant to paragraph 4.07.

2.47 SALARIED EMPLOYEE
Salaried Employee shall mean any Employee whose base compensation from the
Employer is not an hourly wage.


                                       9
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2.48 SERVICE
Service shall mean the aggregate of all Periods of Service and all Periods of
Severance of less than 12 consecutive months, excluding periods prior to a Break
in Service of 5 years or more by a Member who is not vested in his Matching
Account and Profit Sharing Contribution Account prior to such Break in Service.

2.49 SEVERANCE FROM SERVICE DATE Severance from Service Date shall mean the
earlier of:

(a) the date the Employee quits, is discharged, retires, dies or otherwise
is terminated from employment with the Employer or an Affiliate, or
(b) the first anniversary of the date of a period in which the employee remains
absent from work for any other reason.
(c)

2.50     TAX DEFERRED ACCOUNT
Tax Deferred Account shall mean the account into which are credited Tax Deferred
Contributions (including nonelective contributions that have been treated as
elective contributions), and earnings attributable thereto.

2.51     TAX DEFERRED CONTRIBUTIONS
Tax Deferred Contributions shall mean contributions made by the Employer on a
Member's behalf pursuant to paragraph 4.02.

2.52     TRUST AGREEMENT
Trust Agreement shall mean any agreement and amendments thereto entered into
between the Employer and the Trustee to carry out the provisions of the Plan.

2.53     TRUST FUND
Trust Fund shall mean the cash and other properties held and administered by the
Trustee pursuant to the Trust Agreement to carry out the provisions of the Plan.

2.54     TRUSTEE
Trustee shall mean the one or more designated trustees acting at any time under
any Trust Agreement.

2.55     VALUATION DATE
Valuation Date shall mean the date or dates in each calendar month on which any
valuation is made, as determined under Committee procedures established pursuant
to paragraph 10.10.


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                             ARTICLE III: MEMBERSHIP


3.01     ELIGIBILITY AND ENROLLMENT.
An Employee shall become a Member of the Plan according to the following rules:

(a) A Salaried Employee shall become a Member on the first day of the month
following his Employment Commencement Date or, if later, the first day of the
month coincident with or following the Employee's becoming a Salaried Employee.
(b) An Employee other than a Salaried Employee shall become a Member on the
first day of the month following completion of an Eligibility Computation Period
during which he has performed 1,000 or more Hours of Service.
(c) Notwithstanding subparagraph (a), an individual who becomes a Salaried
Employee of the Employer in connection with its acquisition of the assets of
Weighco Enterprises, Inc. shall become a Member on the first day of the month
following completion of an Eligibility Computation Period during which he has
performed 1,000 or more Hours of Service.

         An eligible Employee shall be enrolled as a Member automatically upon
satisfaction of the requirements of this paragraph 3.01.

3.02     CESSATION OF MEMBERSHIP.
Membership shall continue so long as there is a balance in the Employee's
Accounts. Membership in the Plan shall cease upon death or when an Employee's
Accounts have been forfeited or completely distributed or withdrawn.

3.03     MILITARY SERVICE.
Notwithstanding any provision of the Plan to the contrary, contributions,
benefits, and service credit with respect to qualified military service will be
provided in accordance with section 414(u) of the Code, effective for
reemployment on or after December 12, 1994.


                                       11
<Page>

                            ARTICLE IV: CONTRIBUTIONS


4.01     PROFIT SHARING CONTRIBUTIONS.
The Employer shall contribute on a monthly basis (the "Monthly Profit Sharing
Contribution") on behalf of each Member who is a Salaried Employee during such
month an amount equal to the applicable percentage (determined on the basis of
the Member's attained age at the end of the month) of the Member's Eligible
Earnings for the month (up to the Compensation Limit for the Plan Year), as
derived from the following table:

         Years of Attained Age:                 Contribution Rate:

         Less than 25                           0.50 %
         At least 25 but less than 30           0.75 %
         At least 30 but less than 35           1.50 %
         At least 35 but less than 40           2.50 %
         At least 40 but less than 45           3.50 %
         At least 45 but less than 50           4.50 %
         At least 50 but less than 55           5.50 %
         At least 55 but less than 60           6.00 %
         60 and over                            6.50 %


In addition to the Monthly Profit Sharing Contribution that is contributed for a
Member who is a Salaried Employee, the Employer shall contribute for each such
Member who is actively employed on April 30, 2000 an additional amount (the "
1999 Supplemental Profit Sharing Contribution") to be allocated for the 1999
Plan Year. The 1999 Supplemental Profit Sharing Contribution shall be equal to
100% of the Monthly Profit Sharing Contribution that was contributed during the
period from October 3, 1999 through December 31, 1999.

In addition to the Monthly Profit Sharing Contribution that is contributed for a
Member who is a Salaried Employee, the Employer shall contribute for each such
Member who is actively employed on April 30, 2000 an additional amount (the
"100% 2000 Supplemental Profit Sharing Contribution" to be allocated for the
2000 Plan Year). The 100% 2000 Supplemental Profit Sharing Contribution shall be
equal to 100% of the Monthly Profit Sharing Contribution that was contributed
during the period from January 1, 2000 through April 30, 2000.

In addition to the Monthly Profit Sharing Contribution that is contributed for a
Member who is a Salaried Employee, the Employer shall contribute for each such
Member who is actively employed on December 24, 2000 an additional amount (the
"150% 2000 Supplemental Profit Sharing Contribution" to be


                                       12
<Page>

allocated for the 2000 Plan Year). The 150% 2000 Supplemental Profit Sharing
Contribution shall be equal to 150% of the Monthly Profit Sharing Contribution
that was contributed during the period from May 1, 2000 through December 24,
2000.

For Plan Years beginning after 2000, in addition to the Monthly Profit Sharing
Contribution that is contributed for a Member who is a Salaried Employee, the
Employer may, but is not required to, contribute for each such Member who is
actively employed on the last day of the last payroll period ending prior to, or
coincident with, the fiscal year end (the "Cutoff Date"), an additional amount
(the "Supplemental Profit Sharing Contribution"). If a Supplemental Profit
Sharing Contribution is made, it shall be equal to 100% or 150% of the Monthly
Profit Sharing Contribution that was contributed from the prior year Cutoff Date
to the current year Cutoff Date, as determined by the Board of Directors.

No Profit Sharing Contribution shall be contributed on behalf of a Member who is
not a Salaried Employee.

Notwithstanding the foregoing, no Profit Sharing Contributions shall be made on
behalf of any Employee who is classified as senior manager level (or above)
earning base compensation at an annual rate which exceeds the $80,000 amount
specified in, and adjusted under, the provisions of paragraph 2.26(ii);
provided, however, if Profit Sharing Contributions are made on behalf of any
Member who subsequently changes to a senior manager level position earning base
compensation in excess of such $80,000 amount (as adjusted), such Member shall
only be eligible to receive Profit Sharing Contributions for the remainder of
the Plan Year in which such change occurs, and no Profit Sharing Contributions
shall be made on behalf of such Member thereafter.

In the case of a Member who ceases active employment as a result of Disability
but who retains Employee status, Profit Sharing Contributions under the
provisions of this paragraph shall continue only if such Member is covered under
the Weight Watchers International Income Protection Plan, subject to paragraph
4.10(b), with the Member's monthly rate of compensation prior to the
commencement of disability income payments under the Weight Watchers
International Income Protection Plan being treated as his Eligible Earnings for
this purpose, until the Member reaches age 65 or elects Retirement.

Notwithstanding the foregoing, the Employer may determine that an Affiliate that
adopts the Plan shall make Profit Sharing Contributions at a rate different than
the rate specified above, or make no Profit Sharing Contributions.
WeightWatchers.com, Inc. shall make no Profit Sharing Contributions for its
Employees who are Members.


                                       13
<Page>

4.02     TAX DEFERRED CONTRIBUTIONS.
Each Member is entitled to have Tax Deferred Contributions made by the Employer
on his behalf for each Payroll Period.

(a) Tax Deferred Contributions may be in an amount equal to any whole percentage
of a Member's Eligible Earnings for that Payroll Period not less than 1% of his
Eligible Earnings for that Payroll Period nor more than 13% of his Eligible
Earnings for that Payroll Period (up to the Compensation Limit for the Plan
Year). Notwithstanding the preceding sentence, with respect to
WeightWatchers.com, Inc. for the Plan Year ending December 31, 2001, a Member
who is an Employee of WeightWatchers.com, Inc. and who is not a Highly
Compensated Employee for such Plan Year may elect to defer up to 100% of his
Eligible Earnings for any Payroll Period for the remainder of such Plan Year
following the adoption of the Plan by WeightWatchers.com, Inc. An election by a
Member to have Tax Deferred Contributions made on his behalf constitutes an
authorization to the Employer to reduce the Member's cash remuneration by an
amount equal to the Tax Deferred Contributions. Tax Deferred Contributions for
any Plan Year may be elected only with respect to Eligible Earnings that would
have been received by the Member in the Plan Year but for his election to defer
under this paragraph 4.02. Tax Deferred Contributions may be limited by
paragraph 4.05 dealing with the actual deferral percentage for Highly
Compensated Employees, by paragraph 4.10 imposing limits on Annual Additions, by
paragraph 6.06 in the case of a hardship withdrawal, and by the following
subparagraphs.

(i) In the case of an Employee who, prior to the effective date of the Plan, was
participating in the H.J. Heinz Company Employees Retirement and Savings Plan or
the H.J. Heinz Company SAVER Plan and who had a Tax Deferred Contribution
election in effect under either of those plans, such Member's election shall
continue in effect on and after the effective date of the Plan unless changed in
accordance with paragraph 4.03.
(ii) An Employee who, prior to the effective date of the Plan, was eligible to
elect Tax Deferred Contributions under the H.J. Heinz Company Employees
Retirement and Savings Plan or the H.J. Heinz Company SAVER Plan but who did not
have an election in effect may initiate an election on or after the effective
date of the Plan in accordance with procedures prescribed by the Committee.
(iii) Except in the case of an Employee described in (i) or (ii) above, a Member
who is a Salaried Employee shall be deemed to have elected to have Tax Deferred
Contributions made by the Employer on his behalf for each Payroll Period (up to
the Compensation Limit for the Plan Year) in an amount equal to 3% of his
Eligible Earnings, and to have authorized the Employer to reduce his cash
remuneration payable while a Member by an equal amount, unless he elects, in
accordance with procedures prescribed by the Committee, to have no Tax Deferred
Contributions made on his behalf or to have Tax Deferred Contributions made on
his behalf at a different rate.


                                       14
<Page>

(b) A Member's Tax Deferred Contributions under subparagraph(a) in any calendar
year shall not exceed $10,000, or such adjusted amount as may be prescribed
pursuant to sections 402(g)(5) and 415(d) of the Code, reduced by the sum of all
other elective deferrals (as defined in regulations pursuant to section 402(g)
of the Code) during such year under other plans, contracts or arrangements
maintained by the Employer or any Affiliate. If a Member's Tax Deferred
Contributions in a calendar year reach the applicable dollar limitation for such
year, his election of Tax Deferred Contributions for the remainder of the
calendar year will be canceled. As of the first pay period of the following
calendar year, the Member's election of Tax Deferred Contributions shall again
become effective in accordance with his previous election.
(c) If a Member makes elective deferrals under another qualified defined
contribution plan for any calendar year and those contributions when added to
his Tax Deferred Contributions under this Plan exceed the dollar limitation set
forth above for that calendar year, the Member may allocate all or a portion of
such excess deferrals to this Plan. In that event, the excess deferrals
(together with income allocable thereto determined by any reasonable method
consistent with regulations pursuant to section 402(g) of the Code) shall be
returned to the Member no later than the April 15 following the end of the
calendar year in which the excess deferrals were made. The Plan shall not be
required to return excess deferrals unless the Member notifies the Committee, in
writing, by March 1 of that following calendar year of the amount of the excess
deferrals allocated to this Plan. However, a Member who has excess deferrals
calculated by taking into account only elective deferrals under this Plan and
other plans, contracts or arrangements maintained by the Employer or any
Affiliate shall be deemed to have made an election pursuant to this subparagraph
(c) with respect to such excess deferral. The amount of excess deferrals that
may be distributed pursuant to this subparagraph shall be determined after
taking into account any amounts previously recharacterized or distributed
pursuant to paragraph 4.05.
(d) If any Matching Contributions have been allocated with respect to excess
deferrals, they shall be forfeited and applied as provided in paragraph 5.07.
(e) In the event that Tax Deferred Contributions are returned to the Employer in
accordance with the provisions of paragraph 4.13, the elections to reduce
Eligible Earnings which were made by Members on whose behalf those contributions
were made shall be void retroactively to the beginning of the period for which
those contributions were made. The Tax Deferred Contributions so returned shall
be distributed in cash to those Members for whom those contributions were made.

4.03     CHANGE IN TAX DEFERRED CONTRIBUTIONS.
Subject to the provisions of paragraph 4.02, a Member may change the percentage
elected pursuant to paragraph 4.02, in accordance with procedures described by
the Committee. A Member shall be permitted to change such Tax Deferred
Contribution Percentage effective with the first of any month by giving


                                       15
<Page>

the Employer adequate notice in accordance with procedures prescribed by the
Committee.

4.04     SUSPENSION OF TAX DEFERRED CONTRIBUTIONS.
(a) In accordance with procedures prescribed by the Committee, a Member may
suspend Tax Deferred Contributions under paragraph 4.02. During such a period of
suspension, the Employer shall make no monthly contributions on behalf of such
Member to the Matching Account of such Member pursuant to paragraph 4.09(c).
(b) In accordance with procedures prescribed by the Committee, a Member who has
suspended Tax Deferred Contributions may elect resumption thereof in accordance
with paragraph 4.02.
(c) A Member who is granted an authorized leave of absence by the Employer shall
be deemed to have suspended Tax Deferred Contributions pursuant to subparagraph
(a) of this paragraph 4.04 and immediately upon completion of his leave of
absence Tax Deferred Contributions shall resume in accordance with the election
previously in effect unless changed by the Member in accordance with paragraph
4.03.

4.05     LIMITATION ON TAX DEFERRED CONTRIBUTIONS.
Notwithstanding paragraph 4.02, the limitations of this paragraph 4.05 shall
apply with respect to Highly Compensated Employees.

The actual deferral percentage for Highly Compensated Employees who are Members,
or eligible to become Members, for a Plan Year shall not exceed the greater of
(i) or (ii) below:

(i) The actual deferral percentage for all other Employees who are Members, or
eligible to become Members, for such Plan Year multiplied by 1.25;

(ii) The lesser of (A) or (B) below:

(A) the actual deferral percentage for all other Employees who are Members, or
eligible to become Members, for such Plan Year multiplied by 2.0

(B) the actual deferral percentage for all other Employees who are Members, or
eligible to become Members, for such Plan Year increased by two percentage
points

(or such lesser amount as may be applicable pursuant to paragraph 4.12).

(b) For purposes of this paragraph 4.05, the actual deferral percentage for a
specified group of eligible Employees for a Plan Year shall be the average
(calculated to the nearest hundredth of a percentage point) of the ratios
(calculated separately to the nearest hundredth of a percentage point for each
Employee in the group) of:


                                       16
<Page>

(i) The sum of the amount of Tax Deferred Contributions (and, if applicable,
Qualified Nonelective Contributions) actually paid to the Trust Fund on behalf
of each such Employee for such Plan Year (if the Employee is a Highly
Compensated Employee, whether or not such contributions are returned to the
Member pursuant to the rules on excess tax deferred contributions in paragraph
4.02(c)), to
(ii) The Employee's Compensation for the Plan Year, taking into account for this
purpose only the portion of the Plan Year after the Employee has become eligible
for the Plan.

(c) The Committee may implement rules, consistent with regulations under the
Code, whereby Tax Deferred Contributions by any Member or group of Members may
be limited in advance to a lesser percentage than the otherwise allowable
maximum, whereby Tax Deferred Contributions may be decreased, suspended or
otherwise modified to meet the requirements of this paragraph 4.05, or whereby
Tax Deferred Contributions may be disposed of by distribution to some or all
Highly Compensated Employees, in accordance with the following rules, so that
the limitation set forth in this paragraph 4.05 is satisfied.

(i) With respect to any Plan Year in which Tax Deferred Contributions made on
behalf of Members who are Highly Compensated Employees exceed the applicable
limit set forth in this paragraph 4.05, the Committee may reduce the amount of
excess Tax Deferred Contributions made on behalf of such Highly Compensated
Employees as described. Any distribution of excess Tax Deferred Contributions
for any Plan Year shall be made to Highly Compensated Employees on the basis of
the Highly Compensated Employee who had the greatest dollar amount of Tax
Deferred Contributions to the extent necessary to satisfy the actual deferral
percentage test. This process shall be repeated until the actual deferral
percentage test is satisfied, in accordance with applicable legal guidance.

(ii) Excess contributions subject to reduction under (i) above ("excess
contributions"), together with income attributable to the excess contributions,
shall be paid to the Member before the close of the Plan Year following the Plan
Year in which the excess contributions were made and, to the extent practicable,
within 2 1/2 months of the close of the Plan Year in which the excess
contributions were made. Any excess contributions for any Plan Year shall be
reduced by any Tax Deferred Contributions previously returned to the Member
under paragraph 4.02(c) for that Plan Year. If any Matching Contributions have
been allocated with respect to excess contributions, they shall be forfeited and
applied as provided in paragraph 5.07.

(d) The amount of income attributable to the excess contributions for a Plan
Year shall be determined by any reasonable method consistent with regulations
pursuant to section 401(k) of the Code.


                                       17
<Page>

4.06     MATCHING CONTRIBUTIONS.
In addition to contributions pursuant to paragraphs 4.01 and 4.02, the Employer
shall make contributions in accordance with the following:

(a) The Employer shall contribute to the Trustee an amount equal to the
aggregate of the Tax Deferred Contributions under paragraph 4.02 on behalf of
all Members for the Payroll Period ending in or with a month (disregarding the
portion of the Tax Deferred Contributions for any Member which is in excess of
3% of the Member's Eligible Earnings). Contributions pursuant to this
subparagraph shall be made by the Employer to the Trustee in cash following the
end of the month to which such contributions relate and are subject to the
limitations of paragraph 4.05(c)(ii) and paragraph 4.08.
(b) The Employer shall contribute to the Trustee not later than September 15,
1999 an additional amount for each Member who was a participant in the H.J.
Heinz Company SAVER Plan on October 3, 1999, is an Employee on December 31, 1999
and whose Eligible Earnings from the Employer and from the H.J. Heinz Company
for the 1999 Plan Year exceed $15,000. Such additional amount shall be equal to
the aggregate of the Member's Tax Deferred Contributions under Section 4.02 of
the H.J. Heinz SAVER Plan for the 1999 Plan Year (disregarding the portion of
such Tax Deferred Contributions in excess of 3% of the Member's Eligible
Earnings from the H.J. Heinz Company for such Plan Year). Contributions pursuant
to this subparagraph are subject to the limitations of paragraph 4.08 and shall
be credited to the Member's Matching Account.
(c) In addition, the Employer shall contribute from time to time such amounts as
may be required for restoration of forfeitures pursuant to paragraph 5.06.
(d) In addition, the Employer may in its discretion contribute from time to time
such amounts which meet the requirements for "qualified nonelective
contributions" under regulations pursuant to sections 401(k) and (m) of the Code
as it shall determine to be appropriate to enable the Plan to satisfy the
limitations of paragraphs 4.05 and/or 4.08.

Notwithstanding the foregoing, the Employer may determine that an Affiliate that
adopts the Plan shall make Matching Contributions at a rate different than the
rate specified above, or make no Matching Contributions. WeightWatchers.com,
Inc. shall make no Matching Contributions for its Employees who are Members.

4.07     ROLLOVER CONTRIBUTIONS.
With the permission of the Committee and without regard to any limitations on
contribution percentages for Highly Compensated Employees in paragraphs 4.05 and
4.08 or limitations on Annual Additions in paragraph 4.10, the Plan may receive
from a Member or from another plan which is qualified under section 401(a) of
the Code, any amount which qualifies as an Eligible Rollover Distribution or
otherwise qualifies for rollover treatment under Code section 408(d)(3)(A)(ii),
provided that the Member provides evidence satisfactory to the


                                       18
<Page>

Committee that such amount so qualifies. Rollover contributions which are not
directly transferred from another qualified plan must be paid to the Trustee on
or before the 60th day after having been received by the Member. Direct
transfers may be accomplished by wire transfer to the Trustee or by delivery to
the Trustee of a check made out to the Plan or to the Trustee, as prescribed by
the Committee.

4.08     LIMITATION BASED ON CONTRIBUTION PERCENTAGE.
After application of the provisions of paragraph 4.05 above, the regular
contribution percentage for Highly Compensated Employees shall be subject to the
limitations of this paragraph 4.08.

(a) The regular contribution percentage for Highly Compensated Employees who are
Members, or eligible to become Members, for a Plan Year shall not exceed the
greater of (i) or (ii) below:

(i) The regular contribution percentage for all other Employees who are Members,
or eligible to become Members, for such Plan Year multiplied by 1.25;

(ii) The lesser of (A) or (B) below:

(A) the regular contribution percentage for all other Employees who are Members,
or eligible to become Members, for such Plan Year multiplied by 2.0

(B) the regular contribution percentage for all other Employees who are Members,
or eligible to become Members, for such Plan Year increased by two percentage
points

(or such lesser amount as may be applicable pursuant to paragraph 4.12).

(b) For purposes of this paragraph 4.08, the regular contribution percentage for
a specified group of eligible Employees for a Plan Year shall be the average
(calculated to the nearest hundredth of a percentage point) of the ratios
(calculated separately to the nearest hundredth of a percentage point for each
Employee in the group) of:

(i) The sum of the amounts allocable under paragraph 4.09 to the Employee's
Matching Account for that Plan Year (plus Qualified Nonelective Contributions,
if applicable), to
(ii) The Employee's Compensation for the Plan Year, taking into account for this
purpose only the portion of the Plan Year after the Employee has become eligible
for the Plan.

(c) In the event the Committee determines that the limitation under subparagraph
(a) of this paragraph 4.08 would be exceeded in any Plan Year, the following
provisions shall apply:


                                       19
<Page>

(i) With respect to any Plan Year in which Matching Contributions made on behalf
of Members who are Highly Compensated Employees exceed the applicable limit set
forth in this paragraph 4.08, the Committee may reduce the amount of excess
Matching Contributions made on behalf of such Highly Compensated Employees as
described. Any distribution of excess Matching Contributions for any Plan Year
shall be made to Highly Compensated Employees on the basis of the Highly
Compensated Employee who had the greatest dollar amount of Matching
Contributions to the extent necessary to satisfy the actual contribution
percentage test. This process shall be repeated until the actual contribution
percentage test is satisfied, in accordance with applicable legal guidance.
(ii) Matching Contributions subject to reduction under this paragraph ("excess
aggregate contributions"), together with income attributable to the excess
aggregate contributions, shall be reduced as follows:
(A) By distributing to the Member his excess aggregate contributions.
(B) Any distribution of excess aggregate contributions shall be made before the
close of the Plan Year following the Plan Year for which those contributions
were made; to the extent practicable any distribution shall be made within 2 1/2
months of the close of the Plan Year in which the contributions were made.
(C) The amount of income attributable to the excess aggregate contributions
shall be determined by any reasonable method consistent with regulations
pursuant to section 401(m) of the Code.

4.09     ALLOCATION TO MEMBER ACCOUNTS.
Allocations shall be made to the Accounts of Members in accordance with this
paragraph 4.09, subject to the limitations on Annual Additions set forth in
paragraph 4.10.

(a) Profit Sharing Contributions pursuant to paragraph 4.01 on behalf of each
Member shall be allocated to the Profit Sharing Contribution Account of such
Member.
(b) Tax Deferred Contributions pursuant to a Member's election under paragraph
4.02 shall be allocated to the Tax Deferred Account of each Member on whose
behalf such contribution is made, subject to the limitations on Tax Deferred
Contributions in paragraphs 4.02 and 4.05 and the aggregate limit on Tax
Deferred Contributions and Matching Contributions specified in paragraph 4.12.
(c) Matching Contributions that are made pursuant to paragraph 4.06(a) shall be
allocated to the Matching Account of each Member in an amount equal to 100% of
the Tax Deferred Contributions (not in excess of 3% of the Member's Eligible
Earnings) under paragraph 4.02 on behalf of each Member for the month for which
such contribution is made. Contributions made pursuant to paragraph 4.06(b)
shall be allocated to the Member's Matching Account.


                                       20
<Page>

4.10     MAXIMUM ANNUAL ADDITIONS.
(a) The Annual Additions made by or on behalf of and allocated to any Member for
any Plan Year to this Plan and any other defined contribution plan which is
qualified under section 401(a) of the Code and which is maintained by the
Employer or any Affiliate shall not be greater than an amount equal to the
lesser of (i) and (ii):

(i) 25% of the Member's Compensation for such Plan Year (determined without
regard to the last sentence of paragraph 2.13).
(ii) $30,000.

As of January 1 of each calendar year on and after the date the dollar
limitation under section 415 of the Code for defined benefit plans reaches
$120,000, the dollar limitation set forth above for each such year shall be
adjusted to 25% of the defined benefit plan dollar limitation and shall become
effective as the maximum permissible dollar limitation for that calendar year,
in lieu of the $30,000 limitation set forth above.

(b) In the case of a Member who is totally and permanently disabled (within the
meaning of section 22(e)(3) of the Code), Compensation for a Plan Year for
purposes of this paragraph 4.10 shall be deemed to be the amount which the
Member would have received for such Plan Year if he was paid at the rate of
compensation in effect immediately before becoming totally and permanently
disabled.
(c) In order to prevent excess Annual Additions, the Committee shall limit
contributions and/or allocations to a Member's Accounts in the following order
of priority:

(i) Tax Deferred Contributions;
(ii) Profit Sharing Contributions;
(iii) Matching Contributions.

(d) If, as a result of a reasonable error in estimating a Member's Compensation
or in determining the amount of Tax Deferred Contributions that may be made with
respect to a Member, or other circumstances permitted pursuant to regulations
under the Code, amounts are contributed with respect to a calendar year by or on
behalf of a Member in excess of the amount that can be allocated under
subparagraph (a), such excess shall be subject to the following rules:

(i) Contributions in excess of the limitations shall be distributed to the
Member to the extent consisting of Tax Deferred Contributions;
(ii) Any remaining excess amounts, which shall be chargeable first against
Profit Sharing Contributions on behalf of a Member and thereafter against
Matching Contributions, may be allocated to a suspense account and used to
reduce contributions on behalf of the Member in the next calendar year (and


                                       21
<Page>

treated as Annual Additions in such next year) if the Member is entitled to an
allocation of contributions in such next year or, in the direction of the
Committee, may be applied to reduce subsequent contributions by the Employer for
the current calendar year and allocated and reallocated to the Accounts of other
Members for the current calendar year, provided that if such allocation and
reallocation should cause the Accounts of all Members to exceed the limitations
of this paragraph 4.10 the excess shall be credited to a suspense account and
allocated to Member Accounts for succeeding calendar years before any further
contributions are made under the plan.

4.11     PARTICIPATION IN OTHER PLANS.
If any Highly Compensated Employee is a participant in another qualified plan of
the Employer or an Affiliate under which deferred cash contributions or matching
contributions are made on behalf of the Highly Compensated Employee or under
which the Highly Compensated Employee makes participant contributions, in
applying the limitations of paragraphs 4.05, 4.08 and 4.12 the Committee shall
implement rules, which shall be uniformly applicable to all Employees similarly
situated, to take into account all such contributions under all such plans to
the extent required by Code sections 401(k) and (m).

4.12     AGGREGATE LIMIT.
In no event shall the sum of the actual deferral percentage of the group of
eligible Highly Compensated Employees and regular contribution percentage of
such group, after applying the provisions of paragraphs 4.05 and 4.08, exceed
the "aggregate limit" as such term is defined in regulations and rulings
implementing section 401(m)(9) of the Code. In the event the aggregate limit is
exceeded for any Plan Year, the contribution percentages of the Highly
Compensated Employees shall be reduced to the extent necessary to satisfy the
aggregate limit in accordance with the procedure set forth in paragraph 4.08.

4.13     RETURN OF CONTRIBUTIONS.
A contribution made by the Employer under a mistake of fact shall be returned to
the Employer upon its written request within one year after the contribution was
made. Contributions by the Employer are conditional on deductibility under the
Code and accordingly any contribution for which a deduction is disallowed shall
be returned to the Employer upon its written request within one year of
disallowance. Contributions returned to the Employer pursuant to this
subparagraph shall be without earnings thereon but shall be reduced for any
investment losses.


                                       22
<Page>

                       ARTICLE V: ELIGIBILITY FOR BENEFITS

5.01     VESTING.
A Member's interest in the Profit Sharing Contribution Account and Matching
Account shall be fully vested when the Member's aggregate Service totals at
least 5 years or, if earlier, upon the Member's attainment of age 65, death,
Disability or Discharge without Cause by the Employer. For a Member who has an
Hour of Service on or after January 1, 2002, his interest in the Matching
Account shall be fully vested when the Member's aggregate Service totals at
least 3 years or, if earlier, upon the Member's attainment of age 65, death,
Disability or Discharge Without Cause by the Employer. The value of the Member's
Tax Deferred Account, After Tax Account and Rollover Account will be fully
vested at all times.

5.02     RETIREMENT.
A Member may elect Retirement on the first day of the month coincident with or
next following the date on which he attains age 65 or the first day of any
subsequent month by application in accordance with procedures prescribed by the
Committee specifying a desired date of Retirement not less than 30 nor more than
90 days following the date such application is made.

5.03     DEATH.
Upon the death of a Member, his Accounts shall be distributable to his
Beneficiary in accordance with the provisions of Article VIII.

5.04     DISABILITY.
In the event of a Member's Disability, his After Tax Account, Tax Deferred
Account and Matching Account shall be distributable in accordance with the
provisions of Article VIII.

5.05     DISCHARGE WITHOUT CAUSE.
Upon a Member's Discharge without Cause, his Accounts shall be distributable in
accordance with the provisions of Article VIII.

5.06     OTHER TERMINATION OF EMPLOYMENT.
In the case of termination of employment of a Member for any reason other than
Retirement, death, Disability or Discharge without Cause by the Employer, the
Member's vested Accounts as described in paragraph 5.01 shall be distributable
in accordance with the provisions of Article VIII.

(a) Such a Member shall forfeit his non-vested interest in the Matching Account
and Profit Sharing Contribution Account upon the payment of his Account or when
he incurs a 5 year Break in Service, if later, subject to the rules in
subparagraphs (b) and (c) below.


                                       23
<Page>

(b) If such a Member forfeits an amount to the credit of his Profit Sharing
Contribution Account before he has a period of Break in Service of 5 years, such
amount shall be restored to his Profit Sharing Contribution Account provided he
is reemployed by the Employer or an Affiliate before the occurrence of a Break
in Service of 5 years.
(c) If such a Member forfeits an amount to the credit of his Matching Account
before he has a period of Break in Service of 5 years, such amount shall be
restored to his Matching Account, provided (i) he is reemployed by the Employer
or an Affiliate and (ii) after resumption of employment he repays to the Trust
Fund an amount equal to the full amount, if any, distributed to him from the
Trust Fund as a result of his termination of employment. Any repayment under
this paragraph must be made in a lump sum before the earlier of 5 years after
the date he is reemployed or the occurrence of a Break in Service of 5 years.

5.07     APPLICATION OF FORFEITURES.
Forfeitures under paragraph 5.06(a) shall be applied as provided in this
paragraph.

(a) Any portion of the Profit Sharing Contribution Account forfeited during a
Plan Year in accordance with paragraph 5.06(a) shall be used as required to make
restorations required by paragraph 5.06(b) to Members' Profit Sharing
Contribution Accounts for such Plan Year, to defray Plan administrative
expenses, or to reduce subsequent Employer contributions under paragraphs 4.01
and/or 4.06.
(b) Any portion of the Matching Account forfeited during a Plan Year in
accordance with paragraph 5.06(a) shall be used as required to make restorations
required by paragraph 5.06(c) to Members' Matching Accounts for such Plan Year,
to defray Plan administrative expenses, or to reduce subsequent Employer
contributions under paragraphs 4.01 and/or 4.06.


                                       24
<Page>

                             ARTICLE VI: WITHDRAWALS

6.01     IN GENERAL.
Except as provided in paragraph 10.07 in the case of a Qualified Domestic
Relations Order, withdrawals may be made from a Member's Accounts before the
occurrence of a distribution event described in paragraph 8.01 only as provided
in this Article VI.

6.02     AFTER TAX ACCOUNT AND ROLLOVER ACCOUNT.
A Member or the Beneficiary of a deceased Member may withdraw a specific dollar
amount or the entire amount credited to the Member's After Tax Account and
Rollover Account.

6.03     MATCHING ACCOUNT.
A Member or the Beneficiary of a deceased Member may withdraw a specific dollar
amount or the entire amount from the vested balance credited to the Member's
Matching Account, provided that a Member may make such withdrawals only if:

(a) the Member has at least 60 months of Continuous Membership, or
(b) the withdrawal satisfies the "hardship" withdrawal rules of paragraph 6.06,
or
(c) the Member has attained age 59-1/2.

6.04     TAX DEFERRED ACCOUNT.
A Member or the Beneficiary of a deceased Member may withdraw a specific dollar
amount or the entire amount of the Member's Tax Deferred Account, provided that
a Member may make such a withdrawal only if:

(a) the withdrawal satisfies the "hardship" withdrawal rules of paragraph
6.06,or
(b) the Member has attained age 59-1/2.

A withdrawal under this paragraph 6.04 shall not exceed (i) the amount credited
to the Member's Tax Deferred Account under the H.J. Heinz Company Savings Plan
as of December 31, 1988, (ii) increased by the Member's Tax Deferred
Contributions under such plan after such date and decreased by the amounts, if
any, withdrawn by the Member under paragraph 6.04 of such plan after such date,
and (iii) increased by the Member's Tax Deferred Contributions under this Plan
and decreased by any prior withdrawal by the Member under this paragraph 6.04.
Except as provided in this paragraph 6.04, a Member shall not be permitted to
withdraw any amount from his Tax Deferred Account prior to Retirement,
Disability, death or other separation from Service.


                                       25
<Page>

6.05     PROFIT SHARING CONTRIBUTION ACCOUNT.
Withdrawals from a Member's Profit Sharing Contribution Account are permitted
only as provided in Article VIII.

6.06     HARDSHIP WITHDRAWAL.
The Committee shall approve an application for a hardship withdrawal by a Member
who otherwise qualifies for a hardship withdrawal under this Article VI if the
application, made in such form as the Committee shall prescribe, satisfies
subparagraphs (a) and (b) of this paragraph 6.06.

(a) As a condition for a hardship withdrawal, the Member must seek a withdrawal
on account of any of the following financial needs:

(i) medical expenses described in section 213(d) of the Code previously incurred
by the Member, his spouse or any of his dependents (as defined in section 152 of
the Code) or necessary for these persons to obtain medical care described in
section 213(d) of the Code;
(ii) costs directly related to the purchase of a principal residence of the
Member (excluding mortgage payments);
(iii) payment of tuition and related educational fees for the next 12 months of
post-secondary education of the Member, his spouse or dependents (as defined in
section 152 of the Code); or
(iv) payment of amounts necessary to prevent eviction of the Member from his
principal residence or to avoid foreclosure on the mortgage of his principal
residence.

(b) As a condition for a hardship withdrawal, the requested withdrawal must be
necessary to satisfy the financial need described in subparagraph (a). The
Committee will make its determination of the necessity for the withdrawal solely
on the basis of the application provided all of the following requirements are
met:

(i) the distribution is not in excess of the amount of the immediate and heavy
financial need specified according to subparagraph (a), plus any additional
amount necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution;
(ii) the Member has obtained all distributions, other than distributions
available only on account of hardship, and all nontaxable loans currently
available under all plans of the Employer and Affiliates;
(iii) the hardship withdrawal will result in:

(A) suspension under this Plan and all other qualified and nonqualified plans of
deferred compensation maintained by the Employer and Affiliates of the Member's
elective deferrals and Employee contributions (other than mandatory
contributions to a defined benefit plan) for at least 12 months after receipt of
the distribution; and


                                       26
<Page>

(B) reduction of the limitation under section 402(g) of the Code under this Plan
and all other plans of the Employer and Affiliates for the calendar year
following the year in which the withdrawal is made by the Member's elective
deferrals made in the calendar year of the distribution for hardship.

6.07     ADDITIONAL WITHDRAWAL RULES.
The following rules shall apply to withdrawals under this Article VI:

(a) No withdrawal may be made from a Member's Tax Deferred Account unless all
amounts then available for withdrawal under paragraphs 6.02 and 6.03 have been
withdrawn. No withdrawal may be made from a Member's Matching Account under
paragraph 6.03 unless all amounts withdrawable under paragraph 6.02 have been
withdrawn.
(b) After there have been two withdrawals under this Article VI in any Plan
Year, withdrawals shall be allowed only under the hardship rules of paragraph
6.06, with a maximum of two such hardship withdrawals for any Plan Year.
(c) Funds withdrawn pursuant to this Article VI may not be repaid.
(d) Any withdrawal must be in an amount which is not less than $200 unless such
withdrawal consists of the entire balance in the Account from which the
withdrawal is being made.
(e) Withdrawals shall be in cash as provided in paragraph 8.03.
(f) Any amounts withdrawn shall be charged against the Investment Funds in
proportion to the current balances of the Account in such Investment Funds.
(g) No withdrawal may be made if such withdrawal would cause a violation of the
maximum loan limitations prescribed pursuant to paragraph 9.09.
(h) A withdrawal may include an election that a withdrawal which is an Eligible
Rollover Distribution be transferred directly to an Eligible Retirement Plan in
accordance with procedures described in paragraph 8.02(c).
(i) The amount of any withdrawal paid to the recipient shall be the net amount
after reduction for applicable tax withholding.
(j) The effective date of a withdrawal shall be the first Valuation Date
occurring after the withdrawal request is approved by the Committee. The amount
of the withdrawal shall be paid to the Member as soon as practicable after the
effective date.


                                       27
<Page>

                              ARTICLE VII: ACCOUNTS

7.01     MEMBER ACCOUNTS.
The Trustee or such other record keeper as the Committee may designate shall
maintain in an equitable manner a separate Tax Deferred Account, Matching
Account, After Tax Account, Profit Sharing Contribution Account and Rollover
Account for each Member. Each separate Account shall be revalued at current
market values as of each Valuation Date, and a separate record shall be kept of
the share of each such separate Account in each Investment Fund of the Trust
Fund. The Committee may instruct the Trustee or such other record keeper to
maintain such additional Accounts and such subaccounts as it deems appropriate
for administration of the Plan.

7.02     PERIODIC STATEMENTS.
The Trustee or such other record keeper as the Committee shall designate shall
furnish to each Member or Beneficiary annually or more frequently a statement
setting forth the value of his Accounts.


                                       28
<Page>

                           ARTICLE VIII: DISTRIBUTIONS

8.01     IN GENERAL.
Distribution of a Member's Accounts shall be in accordance with the Rules of
this Article VIII.

(a) Retirement. The method of distribution to be made after Retirement may be
elected by the Member in accordance with procedures prescribed by the Committee.
The method of distribution shall be any one of the methods in paragraph 8.02. If
no such election is made, the distribution shall be made pursuant to the method
described in paragraph 8.02(a), subject to paragraph 8.02(c).
(b) Death. Payments to a Beneficiary upon death of the Member shall be made
pursuant to subparagraphs (a) or (b) of paragraph 8.02 as specified by election
made during the Member's lifetime in accordance with procedures prescribed by
the Committee, subject to the right of a Beneficiary who is the Member's Spouse
to elect a direct transfer of an Eligible Rollover Distribution under paragraph
8.02(c). A Member may specify that a designated Beneficiary may elect to reduce
an installment period previously elected by the Member under paragraph 8.02(b)
or accelerate the lump sum payment in paragraph 8.02(a). If no specification of
distribution method was made by the Member, distribution shall be made as
elected by the Beneficiary. If no Member or Beneficiary election is made,
distribution shall be made pursuant to the method described in paragraph
8.02(a), subject to paragraph 8.02(c).
(c) Disability. In cases of Disability, payments from a Member's After Tax
Account, Tax Deferred Account and Matching Account upon the Member's election
made in accordance with procedures prescribed by the Committee. The provisions
of paragraph 8.04(b) shall not apply while such a Member retains Employee
status. Distribution pursuant to this paragraph may be pursuant to any one of
the methods in paragraph 8.02 as specified by election of the Member in
accordance with procedures prescribed by the Committee. If no such election is
made, the distribution shall be made pursuant to the method described in
paragraph 8.02(a), subject to paragraph 8.02(c).
(d) Discharge without Cause. Payments to a Member because of Discharge without
Cause shall be made pursuant to any one of the methods in paragraph 8.02. If no
such election is made, the distribution shall be made pursuant to the method
described in paragraph 8.02(a), subject to paragraph 8.02(c).

(e) Other Termination of Employment. Payments to Members whose employment is
terminated for reasons other than Retirement, death or Discharge without Cause
shall be made pursuant to the method described in paragraph 8.02(a), subject to
paragraph 8.02(c).
(f) Required Beginning Date. A Member who has attained his "required beginning
date" under section 401(a)(9) of the Code may make an election of the method of
distribution in accordance with procedures prescribed by the Committee. The
method of distribution shall be any one of the methods in


                                       29
<Page>

paragraph 8.02. If no such election is made, the distribution shall be made
pursuant to the method described in paragraph 8.02(a), subject to paragraph
8.02(c).

8.02     METHODS OF  DISTRIBUTION.
Methods of distribution which may be available to a Member or Beneficiary
pursuant to paragraph 8.01 are the following:

(a) A lump sum.
(b) Installments, over a period which shall not exceed 30 years under such one
of the following methods in subparagraph (i) or (ii) as is elected by the Member
or Beneficiary in writing to the Committee:

(i) Annual payments, the amounts of which are recalculated annually by dividing
the current value of the Member's Accounts by the remaining number of unpaid
installments; or
(ii) Annual payments, the amounts of which are calculated by dividing the
current value of the Member's Accounts by the number of years over which
installments are payable. If the amount of any annual installment so calculated
is in excess of the balance to the credit of the Accounts, such balance shall be
distributed and no further installments shall be made. Any surplus remaining in
the Member's Accounts at the expiration of the period elected by him for receipt
of installment payments shall be distributed with the last annual installment.

Notwithstanding the above, an installment arrangement must provide for payment
over a period which meets the requirements of paragraph 8.04(e). A Member or
Beneficiary may elect in writing to reduce an installment period previously
elected.
(c) A direct transfer to the trustee or other custodian of an Eligible
Retirement Plan of all or a specified amount that is part of the Member's
Accounts distributable under subparagraph (a) or (b) which is an Eligible
Rollover Distribution, provided that to invoke this option:

(i) the Member or Beneficiary must specify, in accordance with procedures
prescribed by the Committee, the Eligible Retirement Plan to which the
distribution is to be paid;
(ii) the Member or Beneficiary must provide, in accordance with procedures
prescribed by the Committee, adequate information regarding the designated
Eligible Retirement Plan.

Reasonable reliance may be placed on such information concerning a designated
Eligible Retirement Plan as is provided by the Member or Beneficiary and
independent verification of such information is not required. Notwithstanding
the foregoing, an Alternate Payee who is not the Member's Spouse or former
Spouse or a Beneficiary who is not the Member's Spouse may not elect a direct


                                       30
<Page>

transfer and a Spouse may elect a direct transfer only to an Eligible Retirement
Plan which is an individual retirement account.

8.03     MEDIUM OF PAYMENT.
All distributions under the Plan shall be made in cash.

8.04     TIMING OF DISTRIBUTIONS.
Any provision herein to the contrary notwithstanding, all distributions pursuant
to paragraph 8.01 must meet the following rules:

(a) If the value of a Member's Accounts exceeds $5,000, distribution shall not
be made or commence before the later of:

(i) the Member's termination of employment, or
(ii) his attainment of age 70-1/2, unless the Member consents to earlier
payment.

(b) If the value of the Member's Account is $5,000 or less, a distribution shall
be made as soon as is practicable after termination of employment.
(c) Distribution of a Member's Accounts shall be made or shall commence, unless
the Member elects otherwise, not later than 60 days after the later of:

(i) the end of the Plan Year in which the Member attains age 65, or
(ii) the end of the Plan Year in which the Member's Retirement occurs.
(d) In the event that a Member ceases to be an Employee because of the
disposition by the Employer of substantially all of the assets of a trade or
business or the sale of a subsidiary but continues employment with the successor
employer, no distribution shall be made with respect to the Tax Deferred Account
of an affected member unless the applicable requirements of section 401(k)(2)(B)
and section 401(k)(10) of the Code are met.
(e) An installment arrangement under paragraph 8.02(b) must provide for payment
over an installment period which does not exceed the life expectancy of the last
survivor of the Member and his Beneficiary or if the Member is deceased, the
life expectancy of the Beneficiary, with the amount of installments to be
calculated in a manner which complies with the requirements of section 401(a)(9)
of the Code (including the incidental benefit requirements of Code section
401(a)(9)(G)), and regulations thereunder, which shall override any provision of
this Plan inconsistent therewith. In the event of the death of the Member who is
receiving installment payments under paragraph 8.02(b) as of his date of death,
the benefits shall be distributed at least as rapidly as under the method of
payment selected by the Member. No benefit option selected by a Beneficiary
shall defer the commencement of distribution beyond one year after the Member's
date of death or, if the Beneficiary is the Member's spouse, the April 1 of the
calendar year following the calendar year in which the Member would have
attained age 70-1/2.


                                       31
<Page>

8.05     VALUATION.
Valuation of Accounts for purposes of distribution to or on behalf of a Member
or Beneficiary shall be made as of the effective date of each payment or
transfer. For purposes of the preceding sentence:

(a) the effective date of an immediate distribution of an Account of $5,000 or
less pursuant to paragraph 8.04(b) shall be the first Valuation Date occurring
after the Committee receives notice of termination of employment; and
(b) the effective date of any distribution with respect to which the consent of
a Member or Beneficiary is required shall be the first Valuation Date occurring
after the Committee receives the distribution election in accordance with
procedures prescribed by the Committee.

8.06     WRITTEN EXPLANATION.
Within a reasonable time before a distribution is made from the Plan, the
recipient shall, in accordance with procedures prescribed the Committee, be
provided with a written explanation of:
(a) the provisions under which the recipient may have the distribution directly
transferred to another Eligible Retirement Plan;
(b) the provision which requires the withholding of tax on Eligible Rollover
Distributions which are not directly transferred to another Eligible Retirement
Plan;
(c) the provisions under which an Eligible Rollover Distribution will not be
subject to tax if transferred to an Eligible Retirement Plan within 60 days
after receipt; and
(d) the provisions concerning taxation of lump sum distributions and
distributions of employer securities.


                                       32
<Page>

                             ARTICLE IX: TRUST FUND

9.01     TRUSTEE AND TRUST AGREEMENT.
The Board of Directors shall select one or more organizations or individuals to
serve as Trustee and the Employer shall enter into one or more agreements of
trust providing for the administration of the Trust Fund in such form and
containing such provisions as the Employer deems appropriate, including, but not
by way of limitation, provisions with respect to the powers and authority of the
Trustee and the authority of the Employer to amend or terminate the Trust
Agreement or to change the Trustee and to settle the accounts of the Trustee on
behalf of all persons having an interest in the Trust Fund. The principal or the
income of the Trust Fund shall not be used for any purpose other than for the
exclusive benefit of Members and Beneficiaries or to meet the necessary expenses
of the Plan.

9.02     EXPENSES.
Brokerage fees, commissions, taxes and expenses incident to the income or assets
of the Trust or the purchase or sale of securities by the Trustee shall be
deemed to be a charge against such income or assets, or part of the cost of such
securities or a deduction in computing the proceeds therefrom, as the case may
be. All other expenses of the Plan, including record keeping fees,
administrative charges, professional fees, Trustee fees, and expenses and
transfer taxes on distribution of shares of stock, may be paid by the Trustee
from the assets of the Trust Fund unless paid by the Employer.

9.03     INVESTMENT FUNDS.
One or more Investment Funds, as selected by the Investment Committee appointed
pursuant to paragraph 10.05, shall be established for the investment and
reinvestment of contributions made on behalf of or by Members of the Plan.

(a) Investment Funds selected by the Investment Committee may include, but shall
not be limited to, accounts or contracts with insurance companies and accounts
with banks, trust companies, mutual funds, investment companies, other equity
funds managed by investment managers as defined under section 3(38) of ERISA or
by the Investment Committee or a common trust fund operated by the Trustee of
the Plan. Any Investment Fund selected by the Investment Committee shall be
communicated to Members and Beneficiaries in a timely fashion.
(b) The Plan adopts and includes the provisions of any group or common trust
fund in which the Plan's Trust participates, but only as long as such group or
common trust fund remains qualified under section 401(a) of the Code and exempt
from taxation under section 501(a) of the Code in accordance with Revenue Ruling
81-100.
(c) The Trustee shall reinvest in each of the above Funds the dividends,
interest and other distributions received on the assets held by the Trustee in
the respective Funds. The Trustee may keep such amounts of cash and short-term


                                       33
<Page>

investments as it shall deem necessary or advisable to maintain as a part of
such Funds.

9.04     INVESTMENT ELECTIONS BY MEMBERS.
Upon enrollment (or as soon as practicable thereafter) a Member shall elect that
amounts allocated to his Account be invested entirely in one of the available
Funds established pursuant to paragraph 9.03 or in any or all of such Funds in
multiples of 1%. Each Member shall assume all investment risks connected with
the assets held by the Trustee for his Accounts and is solely responsible for
the selection of his investment options. The Trustee, the Investment Committee,
the Committee, the Employer, and the officers, supervisors and other employees
of the Employer are not empowered to advise a Member as to the manner in which
such Accounts shall be invested. The fact that an Investment Fund is available
to Members for investment under the Plan shall not be construed as a
recommendation for investment in that Investment Fund. In default of any
election by a Member, his undirected Accounts shall be invested in such Fund or
Funds as the Investment Committee may direct.

9.05     INVESTMENT ELECTION CHANGES.
The Committee shall establish procedures whereby a Member may elect to change
the investment of future additions to his Account to any combination of
selections permitted under paragraph 9.04.

9.06     REALLOCATION AMONG FUNDS.
The Committee shall establish procedures whereby a Member or the Beneficiary of
a deceased Member may elect to reallocate among the Investment Funds in
multiples of 1% the investment of his Account.

9.07     TRANSFERRED AMOUNTS.
Amounts allocated to a Member's Account as amounts transferred on behalf of the
Member from the Heinz Employee Retirement and Savings Plan, to the extent not
consisting of shares of stock of the H.J. Heinz Company, shall be invested
entirely in one of the available Funds or in any or all such available Funds as
the Member shall elect pursuant to paragraph 9.04. Shares of stock of the H.J.
Heinz Company allocated to a Member's Account with respect to such transfer
shall be allocated to a separate account for the Member and, as the Member shall
so elect with respect to any and all such shares of stock, shall be sold from
such separate account and the proceeds of such sale or sales shall be invested
entirely in one of the available Funds or in any or all such available Funds as
the Member shall elect pursuant to paragraph 9.04; provided, however, that any
such shares of stock remaining in such separate account on December 31, 2000
shall be sold from such separate account and the proceeds of such sale invested
in the available Fund or Funds in the same proportion as amounts described in
paragraph 9.04 are invested in such Funds or Funds.


                                       34
<Page>

9.08     INTERIM INVESTMENT FUND.
All amounts allocated to a Member's Account, other than shares of stock of the
H.J. Heinz Company described in paragraph 9.07, shall, prior to the
establishment of Investment Funds as described in paragraph 9.03, be invested as
the Investment Committee shall direct.

9.09     MEMBER LOANS.
Loans shall be made available to any Member who is an Employee, in accordance
with the following provisions of this paragraph 9.09.

(a) Loans shall be made available to all Members on a reasonably equivalent and
nondiscriminatory basis and in accordance with section 408(b)(1) of ERISA and
regulations promulgated thereunder. The Committee may suspend at any time
authorization for future loans to Members but no such suspension shall affect
any loan then outstanding.
(b) Upon the application of a Member who is an Employee, the Committee or its
delegate shall instruct the Trustee to make a loan to such Member first from his
Tax Deferred Account (if any), and then, if necessary, from his Matching Account
(if any), and then, if necessary, from his Rollover Account (if any), and then,
if necessary, from his After Tax-Contributions (if any) and provided that such
loan meets the requirements of paragraph 9.10. The promissory note executed
pursuant to paragraph 9.10(f) shall be held in trust by the Trustee as a Trust
asset and allocated solely to the borrower's Accounts, and the value of such
promissory note shall be considered to be the outstanding unpaid balance of the
note including any accrued interest. No loan shall be made until the Member has
completed the appropriate form (whether in one or more separate documents or by
undertaking any alternative procedures prescribed by the Committee) and
submitted (or otherwise communicated) to the Committee or its delegate such
information as deemed appropriate, which shall include, among other items, the
Member's promise to repay to the Trustee, as payee, the full amount, the loan
term, the repayment schedule, the Member's authorization and direction that the
Employer shall withhold each Payroll Period and remit to the Trustee the
appropriate installment amounts, and such other terms and conditions as are
consistent with this paragraph and paragraph 9.10. If the loan is approved, the
Trustee shall have a conditional security interest in the Member's Accounts to
the Trustee as security for repayment of the loan. The Committee or its delegate
shall inform a Member in writing within a reasonable time of the approval or
denial (and the reason(s) for denial) of a loan request.
(c) No more than one (1) loan made to a Member may be outstanding at any time.
(d) If a Member obtains a loan under this paragraph 9.09, his status as a Member
and rights with respect to Plan benefits are not affected, except to the extent
that the Member has assigned interests in the Accounts pursuant to this
paragraph and paragraph 9.10.


                                       35
<Page>

9.10     LOAN REQUIREMENTS.
A loan pursuant shall meet all of the following requirements:

(a) Minimum Amount. A loan must be in an amount not less than one thousand
dollars ($1,000).
(b) Maximum Amount. A loan shall not exceed the least of:

(i) 50% of the value of the Member's vested interest in the Member's Account
balance,
(ii) 100% of the value of the Member's Tax Deferred Account, Matching Account,
Rollover Account and After Tax Account, and
(iii) $50,000 reduced by the greater of the unpaid balance (if any) of any other
loan from the Plan to the Member on the date the loan is made or the highest
outstanding balance of loans (if any) from the Plan to the Member during the
one-year period ending on the day before the date the loan is made.

(c) Valuation. The value of a Member's Accounts shall be determined as of the
last valuation completed immediately prior to the date on which the Member's
loan request is received.
(d) Interest and Amortization. A loan shall bear interest that is fixed for the
term of the loan, and shall provide for substantially level amortization (within
the meaning of section 72(p)(2)(C) of the Code) with payments made through
payroll deductions during any period that the Member receives pay for employment
by the Employer and otherwise with payments made monthly by the Member's
personal check. The rate of interest for loans shall be set for each calendar
quarter to apply to all loans made in such quarter. The rate of interest set for
a calendar quarter shall be equal to 1% plus the published prime interest rate
of a bank selected by the Committee as that rate is published on the tenth
business day preceding the end of the preceding quarter; provided, however, that
the Committee may direct that the interest rate be changed more frequently than
quarterly by reference to such prime rate as published on any date that is not
more than 10 days prior to the date such change is first effective. If the rate
of interest set pursuant to the preceding sentence exceeds the highest rate
which may legally be charged under applicable law, no loans may be made to any
Member, notwithstanding any other provision in this paragraph 9.10 to the
contrary.
(e) Repayment Term. The principal amount of a loan must be payable no later than
the earlier of the following dates:

(i) The expiration of a 5 year term, except for a loan used to acquire any
dwelling unit which within a reasonable time is to be used (determined at the
time the loan is made) as a principal residence of the Member, which may be for
any longer term of whole years not in excess of 15 years.
(ii) The date on which distribution of the Member's Accounts is made or
otherwise commences following the Member's Severance from Service Date.


                                       36
<Page>

Notwithstanding the foregoing, a Member shall have the right to prepay the full
outstanding balance of such loan without penalty, at any time.

(f) Promissory Note. A loan shall be evidenced by a promissory note executed by
the Member. Such note shall provide that if the Member receives pay for
employment by an Employer, the loan is to be paid by regular deductions from his
pay in each pay period in which the loan is outstanding and that if the Member
is not receiving pay for employment by an Employer, the loan is to be paid
monthly by a Certified or Bank Check. The promissory note shall also contain
such other terms as the Committee or its delegate shall in its sole discretion
determine.
(g) Written Agreement. A loan shall be made pursuant to a loan agreement
executed by the Member and the Trustee (directly, or acting through the
Committee or its delegate), on a form containing such terms and provisions as
the Committee or its delegate shall determine.
(h) Loan Expenses. Any fees, taxes, charges or other expenses (including without
limitation any asset liquidation charge or similar extraordinary expense)
incurred in connection with a loan shall be paid or charged against the Accounts
of the Member from which the loan is made unless otherwise determined by the
Committee.
(i) Allocation Among Investment Funds. A loan shall be allocated on a pro rata
or substantially pro rata basis among the Investment Funds in which the Member's
Tax Deferred Account, Matching Account, Rollover Account, and After Tax Account
(whichever was the source for the loan) is invested.
(j) Repayment. The total amount of principal and interest payments on a Member's
loan shall be allocated to the Member's Accounts out of which the loan was
funded, in the following order: (1) After Tax Contributions; (2) Rollover
Account; (3) Matching Account, (4) Tax Deferred Account. Such payments shall be
allocated to such Investment Funds as the Member shall have designated under
paragraph 9.04.
(k) Disposition of Loan Upon Certain Events. Subject to the provision of
paragraph 9.10(d) authorizing prepayment of a loan, in the event of the death of
a Member before the Member repays all outstanding loans, the Trustee shall
reduce the value of the Member's Accounts by the amount of the Member's
outstanding loan before making a distribution to the Member or his beneficiary.
(l) Default. A loan shall be in default if a scheduled payment of principal or
interest is not received by the Committee or its delegate within 90 days
following the scheduled payment date. Upon such default, the outstanding
principal amount and accrued interest of the loan shall become immediately due
and payable, and the Committee or its delegate may direct the Trustee to execute
upon the Plan's security interest in the Member's Accounts to satisfy the debt;
provided, however, that the execution shall not occur until such time as the
Member 's Accounts could be distributed to the Member consistent with the
requirements for qualification of the Plan under section 401(k) of the Code. The
Committee or its delegate may take any other action he deems appropriate to
obtain payment of the outstanding amount of principal and accrued interest,


                                       37
<Page>

which may include accepting payments of principal and interest that were not
made on schedule and permitting the loan to remain outstanding under its
original payment schedule.


                                       38
<Page>

                            ARTICLE X: ADMINISTRATION

10.01    THE COMMITTEE.
The general administration and responsibility for carrying out the provisions of
the Plan shall be placed with the Committee. The members of the Committee may be
eligible to participate in the Plan. The Committee shall have complete control
of the administration of the Plan with all powers to enable it to carry out its
duties in that respect, subject at all times to the limitations and conditions
specified in or imposed by the Plan.

10.02    POWERS.
In addition to any implied powers needed to carry out the provisions of the
Plan, the Committee shall have the following specific powers:

(a) To make and enforce such rules and regulations as it shall deem necessary or
proper for the efficient administration of the Plan, including procedures for
enrollment, investment elections, withdrawals and distributions, and to design
written forms or other documents to implement such rules, regulations and
procedures.
(b) To interpret the Plan and to decide any and all matters arising hereunder,
including the right to remedy possible ambiguities, inconsistencies or
omissions.
(c) To determine the amount of benefits that shall be payable to a Member or
Beneficiary in accordance with the provisions of the Plan.
(d) To authorize disbursements from the Trust Fund and the payment of monies or
property, or both, therefrom to a Member or Beneficiary and others; and to
arrange for withholding and remittance of such withholding taxes as are required
under the Code.
(e) To authorize one or more of its number or any agent to execute or deliver
any instrument or make any payment on its behalf; to retain counsel, employ
agents and provide for such clerical, accounting, actuarial and consulting
services as it may require in carrying out the provisions of the Plan; and to
allocate among or delegate to other persons all or such portion of its duties
hereunder, other than those granted to the Trustee under the Trust Agreement
adopted for use in implementing the Plan, as the Committee in its sole
discretion shall decide.
(f) To determine benefit eligibility under this Plan, to interpret Plan
provisions and to take any action necessary to execute the provisions of the
Plan, and all such authority shall be exercised in a manner consistent with the
provisions of the Plan.

All interpretations, determinations and decisions of the Committee in respect of
any matter hereunder shall be final, conclusive and binding upon the Employees,
Members and Beneficiaries and all other persons claiming an interest under the
Plan.


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10.03    QUORUM AND COMMITTEE ACTIONS.
A majority of the members of the Committee shall have the power to act with or
without a meeting and the concurrence of any member may be by letter, wire,
cablegram, fax or telephone.

10.04    INVESTMENT COMMITTEE.
The Board of Directors shall appoint an Investment Committee which shall consist
of three or more members who shall serve at the pleasure of the Board. To the
extent not otherwise limited by the provisions of the trust instrument or this
Plan, for the purpose of carrying out its duties and responsibilities, the
members of the Investment Committee may direct the Trustee in the management of
the assets of the Plan; may appoint one or more investment managers to direct
the Trustee in the management of the assets of the Plan; may establish
procedures to evaluate the investment performance of the Funds of the Plan and
its asset managers; and may allocate among themselves or delegate to other
persons all or such portion of their duties hereunder, as they, in their sole
discretion shall decide.

10.05    LIABILITY INSURANCE AND INDEMNIFICATION.
The Employer shall obtain insurance or indemnify the members of the Committee
and the Investment Committee for any and all liability, whether joint or
several, for their acts and conduct, or the acts or conduct of their agents, in
their official capacity, to the fullest extent permitted or authorized by
current or future legislation or by current or future judicial or administrative
decision.

10.06    QUALIFIED DOMESTIC RELATIONS ORDERS.
The Committee shall establish reasonable written procedures consistent with the
requirements of section 206(d)(3) of ERISA for determining whether a domestic
relations order is a Qualified Domestic Relations Order and to administer any
Qualified Domestic Relations Order. Notwithstanding any other provision of the
Plan, a Qualified Domestic Relations Order may provide that a lump sum payment
(or, if otherwise permitted, a direct transfer of a lump sum amount) of the
portion of a Member's Accounts assigned to an Alternate Payee shall be made as
soon as administratively feasible whether or not the Member is entitled to a
withdrawal or distribution at such time.

10.07    FIDUCIARY STANDARD.
The members of the Committee and the Investment Committee shall use that degree
of care, skill, prudence and diligence that a prudent man acting in a like
capacity and familiar with such matters would use in his conduct in a similar
situation.

10.08    FACILITY OF PAYMENT.
Whenever, in the Committee's opinion, a person entitled to receive any payment
of a benefit or installment thereof hereunder is under legal disability or is
incapacitated in any way so as to be unable to manage his financial affairs, the


                                       40
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Committee may direct the Trustee to make payments to such person or to his legal
representative or to a relative or friend of such person for his benefit or to
apply the payment for the benefit of such person in such manner as it considers
advisable.

10.09    VALUATION DATES.
The Committee shall establish procedures for determining the Valuation Dates
which shall apply for withdrawals, distributions or other relevant purposes.
Valuation Dates need not be the same for all purposes.


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                 ARTICLE XI: AMENDMENT, TERMINATION, AND MERGER

11.01    RIGHT TO TERMINATE OR AMEND.
The Board of Directors reserves the right to terminate, modify, alter or amend
this Plan or any Trust Agreement hereunder from time to time to any extent that
it may deem advisable including, but without limiting the generality of the
foregoing, any amendment deemed necessary to ensure the continued qualification
of the Plan under section 401(a) and section 401(k) of the Code, or the
appropriate provisions of any subsequent revenue law or any other applicable
laws regulating employee plans. No such amendment shall increase the duties or
responsibilities of the Trustee without its consent thereto in writing. No such
amendment shall have the effect of diverting the whole or any part of the
principal or income of the Trust Fund to purposes other than for the exclusive
benefit of Members and Beneficiaries. A modification or amendment of the Plan
may affect present as well as future Members and Beneficiaries but may not
retroactively reduce the Accounts of any Member or Beneficiary.

11.02    TERMINATION PROCEDURES.
In the event of termination or partial termination of the Plan or the complete
discontinuance of Employer contributions, the Accounts of affected Members shall
be fully vested and the Trustee shall:

(a) pay any and all expenses chargeable against the Trust Fund;
(b) determine from the Committee the balance in each Member's Account;
(c) as directed by the Committee, either:

(i) distribute the balance in the affected Members' Accounts in the manner
prescribed in Article VIII, provided that no distribution shall be made with
respect to the Tax Deferred Account of an affected Member unless the applicable
requirements of section 401(k)(2)(B) and 401(k)(10) of the Code are met; or
(ii) continue to maintain the Trust Fund and Plan to pay benefits in accordance
with the provisions of Article VIII, except that no Employee shall become a
Member on or after the effective date of such termination.

In making any distributions after termination of the Plan, any and all
determinations, divisions, appraisals, apportionments and allotments determined
by the Committee shall be final and conclusive. If, after all liabilities of the
Plan to Members and Beneficiaries have been satisfied or provided for, any
assets remain unallocated in the suspense account provided for in paragraph
4.10(d)(ii), then such assets shall be distributed to the Employer.

11.03    MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS.
In the case of any merger or consolidation with, or transfer of assets and
liabilities to, any other plan, provisions shall be made so that each Member,
former Member and Beneficiary on the date thereof would, if the Plan were then
terminated, receive a benefit immediately after the merger, consolidation or


                                       42
<Page>

transfer that would be equal to or greater than the benefit he would have been
entitled to receive immediately prior to the merger, consolidation or transfer
if the Plan had then been terminated.


                                       43
<Page>

                         ARTICLE XII: GENERAL PROVISIONS

12.01    UNIFORM ADMINISTRATION.
Whenever the administration of the Plan requires any action by the Employer, the
Committee or any member thereof, including action with respect to eligibility or
classification of Employees or contributions or benefits, such action shall be
uniform in nature, shall apply to all persons similarly situated and shall not
discriminate in favor of any Employee.

12.02    SOURCE OF PAYMENT.
Benefits under this Plan shall be payable only out of the Trust Fund. Neither
the Employer, the Board of Directors or any members thereof, nor the Committee
or any member thereof shall have any legal obligation, responsibility or
liability to make any direct payment of benefits accrued under the Plan. Neither
the Employer, the Trustee, the Board of Directors or any member thereof, nor the
Committee or any member thereof guarantees the Trust Fund against any loss or
depreciation or guarantees the payment of any benefit hereunder.

12.03    NO RIGHT TO EMPLOYMENT.
Nothing herein contained shall be deemed to give any Employee the right to be
retained in the service of the Employer or to interfere with the right of the
Employer to discharge him at any time.

12.04    BENEFITS NOT ASSIGNABLE.
Except (a) as provided in a Qualified Domestic Relations Order, no right or
interest of any Member or Beneficiary in the Plan, or in the Accounts, shall be
assignable or transferable, or subject to any lien, in whole or in part, either
directly or by operation of law, or otherwise including, but not by way of
limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in
any other manner, and no right or interest of any Member of Beneficiary in the
Plan or in the Accounts shall be liable for, or be subject to, any obligation or
liability of such Member or Beneficiary.

12.05    LAWS APPLICABLE.
Subject to the provisions of ERISA, the Plan shall be governed by, and construed
in accordance with, the laws of the State of New York.

12.06    ELECTION PROCEDURES.
Any elections, designations, withdrawals, authorizations and other actions taken
by Employees, Members, or Beneficiaries shall be in accordance with procedures
prescribed by the Committee.

12.07    TOP-HEAVY REQUIREMENTS.

(a) The following definitions apply to the terms used in this paragraph:


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(i) "applicable determination date" means the last day of the preceding Plan
Year;
(ii) "top-heavy ratio" means the ratio of (A) the value of the aggregate of the
Accounts under the Plan for Key Employees to (B) the value of the aggregate of
the Accounts under the Plan for all Key Employees and non-Key Employees;
(iii) "non-Key Employee" means any Employee who is not a Key Employee;
(iv) "applicable Valuation Date" means the Valuation Date coincident with or
immediately preceding the last day of the preceding Plan Year;
(v) "required aggregation group" means any other qualified plan(s) of the
Employer or an Affiliate in which there are members who are Key Employees or
which enable(s) the Plan to meet the requirements of section 401(a)(4) or 410 of
the Code; and
(vi) "permissive aggregation group" means each plan in the required aggregation
group and any other qualified plan(s) of the Employer or an Affiliate in which
all members are non-Key Employees, if the resulting aggregation group continues
to meet the requirements of sections 401(a)(4) and 410 of the Code.

(b) For purposes of this paragraph, the Plan shall be "top-heavy" with respect
to any Plan Year if, as of the applicable determination date the top-heavy ratio
exceeds 60%. The top-heavy ratio shall be determined as of the applicable
Valuation Date in accordance with section 416(g)(3) and (4) of the Code and
Article VII of this Plan. For purposes of determining whether the Plan is
top-heavy, the Account balances under the Plan will be combined with the account
balances or the present value of accrued benefits under each other plan in the
required aggregation group, and, in the Employer's discretion, may be combined
with the account balances or the present value of accrued benefits under any
other qualified plan in the permissive aggregation group.
(c) The following provisions shall be applicable to Members for any Plan Year
with respect to which the Plan is top-heavy:

(i) All Matching Accounts shall become 100% vested and all future contributions
to the Plan shall be immediately 100% vested.
(ii) An additional Employer contribution shall be allocated on behalf of each
Member (and each Employee eligible to become a Member) who is a Non-Key
Employee, and who has not terminated service as of the last day of the Plan
Year, to the extent that Profit Sharing Contributions and Matching Contributions
on his behalf for the Plan Year which are not needed to meet the contribution
percentage test set forth in paragraph 4.08 would otherwise be less than 3% of
his Compensation (up to the Compensation Limit). However, if the greatest
percentage of Compensation (up to the Compensation Limit) contributed on behalf
of a Key Employee for the Plan Year would be less than 3%, such lesser
percentage shall be substituted for "3%" in the preceding sentence.
Notwithstanding the foregoing provisions of this subparagraph (ii), no minimum
contribution shall be made under this Plan with respect to a Member (or an
Employee eligible to become a Member) if the required minimum benefit under


                                       45
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section 416(c)(1) of the Code is provided to him by any other qualified pension
plan of the Employer or an Affiliate.

12.08    GENDER AND NUMBER.
Masculine pronouns used herein shall refer to men or women or both and nouns
when stated in the singular shall include the plural and when stated in the
plural shall include the singular whenever appropriate.


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                         ARTICLE XIII: CLAIMS PROCEDURE

13.01    FILING A CLAIM.
Any Member under the Plan may file a written claim for a benefit with the
Committee or with a person named by the Committee to receive claims under the
Plan.

13.02    NOTICE OF DENIAL OF CLAIM.
In the event of a denial or limitation of any benefit due to or requested by any
Member (or his beneficiary) under the Plan, the Member shall be given a written
notification containing specific reasons for the denial of his benefit. The
written notification shall contain specific reference to the pertinent Plan
provisions on which the denial is based. In addition, the written notification
shall contain a description of any additional material or information necessary
for the Member to perfect a claim, and an explanation of why such material or
information is necessary. The written notification shall further provide
appropriate information as to the steps to be taken if the Member wishes to
submit his claim for review. The written notification shall be given to a Member
within ninety (90) days after receipt of his claim by the Committee unless
special circumstances require an extension of time, not to exceed ninety (90)
days from the end of the initial ninety (90) day period, for processing the
claim. If such an extension of time for processing is required, written notice
of the extension shall be furnished to the Member prior to the termination of
said initial ninety (90) day period, and such notice shall indicate the special
circumstances which make the extension appropriate and the date by which the
Committee expects to render the final decision.

13.03    RIGHT OF REVIEW.
In the event of a denial or limitation of his claim, the Member or his duly
authorized representative shall be permitted to review pertinent documents and
to submit to the Committee issues and comments in writing. In addition, the
Member or his duly authorized representative may make a written request for a
full and fair review of his claim and its denial by the Committee; provided,
however that such written request must be received by the Committee within sixty
(60) days after receipt by the claimant of written notification of the denial or
limitation of the claim. The sixty (60) day requirement may be waived by the
Committee in appropriate cases.

13.04    DECISION ON REVIEW.
A decision shall be rendered by the Committee within sixty (60) days after the
receipt of the request for review, provided that where special circumstances
require an extension of time for processing the decision, it may be postponed on
written notice to the Member (prior to the expiration of the initial 60-day
period) for an additional sixty (60) days, but in no event shall the decision be
rendered more than one hundred twenty (120) days after the receipt of such
request for review. Any decision by the Committee shall be furnished to the
Member in


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<Page>

writing and shall set forth the specific reasons for the decision and the
specific Plan provisions on which the decision is based. Any decision by the
Committee shall be final, conclusive, and binding on the Member and all persons.

13.05    COURT ACTION.
No Member (or his beneficiary) shall have the right to seek judicial review of a
denial of benefits, or to bring any action in any court to enforce a claim for
benefits, prior to filing a claim for benefits and exhausting his rights to
review under this Article.


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<Page>

                             ARTICLE XIV: SIGNATURE

To record the adoption of this Plan by the Employer and its Affiliates
participating therein, the Employer has caused this Plan to be executed by its
duly authorized corporate officer, effective as of the 3rd day of October, 1999.


Weight Watchers International


By:      ________________________________

Date:    ________________________________


                                       49

</TEXT>
</DOCUMENT>
