Effective August 28, 2012, the Board of Directors of the Company amended Article II, Section 5 of the Company By-Laws to change the permissible window for the record date from not less than ten or more than seventy days to not more than ninety days prior to the applicable shareholders meeting. The amendment was adopted to attain consistency with Section 1763 of the Pennsylvania Business Corporation Law.

(d) Exhibits

Exhibit Number
(Referenced to
  Item 601 of
Regulation S-K)   Description of Exhibit

      3.2         H.J. Heinz Company By-Laws