Heinz Files Definitive Proxy Statement That Urges Shareholders to Make the Right Choice by Re-Electing Its Strong and Independent Board of Directors

In a separate letter to shareholders co-signed by Heinz Chairman,President and CEO William R. Johnson and Presiding Director Thomas J.Usher, Heinz states, "We believe that electing Mr. Peltz or any of hishand-picked nominees is not simply a matter of adding a 'new voice' tothe Heinz Board - it is incurring the risk of electing aself-interested voting bloc that would destroy shareholder value, notenhance it."

In the letter, Heinz urges its shareholders to make the rightchoice: "Rest assured that the eleven independent directors on theHeinz Board will remain fully focused on holding management directlyaccountable for increasing shareholder value and improvingperformance." As part of its strong and independent oversight, Heinzdetails in its proxy the role of the Board of Director's PresidingDirector, currently Thomas Usher. Mr. Usher presides over allexecutive sessions of the independent directors and serves as thecontact director for shareholders in addition to leading the Board andcommittee evaluation process.

Heinz also stated today in the shareholder letter that the Companyis on track this fiscal year to deliver Superior Value and Growth, andis "meeting or exceeding our key growth and business metrics as weapproach the end of the first quarter."

The letter continues: "What Mr. Peltz is not telling you is that,between December 20, 2002, when we launched our strategy to focus onthree core businesses by divesting our non-core U.S. businesses, toFebruary 3, 2006, the day before Trian became a Heinz shareholder,Heinz delivered Total Shareholder Return of 18.9 percent -- beatingthe S&P Packaged Foods peer group average of 16.0 percent over thesame period."

Heinz also emphasizes that it believes the Trian plan is poorlyconceived, unrealistic and superficial.

On the important topic of corporate governance, the letter pointsout that Heinz's Board has unanimously determined the Trian nomineesdo not meet corporate governance standards. Each of the Trian nomineesis an employee, relative or close personal friend of Mr. Peltz and inthe Company's view could be expected to vote as a bloc rather thanparticipate in deliberative discussions as independent directors:

-- Peter May has been Mr. Peltz's business partner for 30 years.

-- Edward Garden is Mr. Peltz's son-in-law.

-- Greg Norman has described Mr. Peltz as "one of his closest friends."

-- Michael Weinstein is a former employee and business associate of Mr. Peltz.

The letter also notes that based on their twenty-year record,Heinz believes that Mr. Peltz, Mr. May and Trian cannot be expected tofairly represent the interests of all Heinz shareholders. Heinz haspreviously referenced Peltz and May's record of putting their owninterests ahead of public shareholders. For example, Messrs. Peltz andMay were publicly censured by the London Stock Exchange in 1991 fordealing in the securities of Mountleigh Group Plc, "during the closeperiod preceding the release of its preliminary results and, whilstthey were in possession of unpublished, price-sensitive information."Additionally, Messrs. Peltz and May made personal payments insettlement of claims for breach of fiduciary duty and securitiesfraud.

By comparison, all Heinz directors, excluding the Chairman, as acompany employee, meet the New York Stock Exchange's standards forBoard independence.

The letter states: "In order to keep our perspective fresh, theHeinz Board has added two new directors in Fiscal 2006, with one-thirdof the Board newly elected in the last three years. Moreover, themajority of Heinz directors have successful records leadingmulti-national companies and/or serving as directors of othersuccessful public corporations."

In summary, the letter to Heinz shareholders focuses on these fivetopics:
1) Heinz has dramatically transformed the Company and delivered
strong results in the last four years.

2) Heinz is on track this fiscal year to deliver Superior Value
and Growth, and is "meeting or exceeding our key growth and
business metrics as we approach the end of the first quarter."

3) The Heinz Board of Directors is strong and independent, focused
on performance and committed to representing the interest of
all Heinz shareholders.

4) Heinz believes Trian's plan is flawed, "lacks a timeline for
implementation, ignores cost inflation, ignores required
restructuring charges, lacks specific initiatives, and is
unrealistic."

5) Heinz's Board has determined that the Trian nominees do not
meet corporate governance standards.

The letter also notes that the documents Heinz has made public onits Web site (www.heinzsuperiorvalue.com) show numerous instanceswhere Heinz believes Trian misrepresents facts -- a tactic that wouldnot lend itself well to Heinz Board deliberations. Contrary to Trian'sclaim, Heinz management has in no way "accepted" Trian's unrealisticplan for Heinz.

The Company's Annual Meeting of Shareholders is scheduled forWednesday, August 16, 2006, 9 a.m. EST, at The Hilton Pittsburgh.Heinz strongly urges shareholders to re-elect the Company's currentDirectors and return their signed WHITE proxy card. The Companyrecommends that shareholders not return any of Mr. Peltz's Gold proxycards.

For more facts and information on Heinz and its positions in theproxy contest with Mr. Peltz and his Cayman Islands-based fund, pleasevisit www.heinzsuperiorvalue.com or the Corporate Web site,www.heinz.com.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within themeaning of the "safe harbor" provisions of the Private SecuritiesLitigation Reform Act of 1995. Forward-looking statements aregenerally identified by the words "will," "expects," "anticipates,""believes," "estimates" or similar expressions and include ourexpectations as to future revenue growth, earnings, capitalexpenditures and other spending, as well as anticipated reductions inspending. These forward-looking statements reflect management's viewof future events and financial performance. These statements aresubject to risks, uncertainties, assumptions and other importantfactors, many of which may be beyond Heinz's control, and could causeactual results to differ materially from those expressed or implied inthese forward-looking statements. Factors that could cause actualresults to differ from such statements include, but are not limitedto:

-- sales, earnings, and volume growth,

-- general economic, political, and industry conditions,

-- competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs,

-- the ability to identify and anticipate and respond through innovation to consumer trends,

-- the need for product recalls,

-- the ability to maintain favorable supplier relationships,

-- currency valuations and interest rate fluctuations,

-- change in credit ratings,

-- the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives,

-- approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements,

-- the ability to successfully complete cost reduction programs,

-- the results of shareholder proposals,

-- the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures,

-- the ability to effectively integrate acquired businesses, new product and packaging innovations,

-- product mix,

-- the effectiveness of advertising, marketing, and promotional programs,

-- the ability to maintain sales growth while reducing spending on advertising, marketing and promotional programs,

-- supply chain efficiency,

-- cash flow initiatives,

-- risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments,

-- changes in estimates in critical accounting judgments and other laws and regulations, including tax laws,

-- the success of tax planning strategies,

-- the possibility of increased pension expense and contributions and other people-related costs,

-- the possibility of an impairment in Heinz's investments, and

-- other factors described in "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended May 3, 2006.

The Company undertakes no obligation to publicly update or reviseany forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required by thesecurities laws.

On July 10, 2006, Heinz began the process of mailing itsdefinitive proxy statement, together with a WHITE proxy card.Shareholders are strongly advised to read Heinz's proxy statement asit contains important information. Shareholders may obtain anadditional copy of Heinz's definitive proxy statement and any otherdocuments filed by Heinz with the Securities and Exchange Commissionfor free at the Internet Web site maintained by the Securities andExchange Commission at www.sec.gov. Copies of the definitive proxystatement are available for free at Heinz's Internet Web site atwww.heinz.com or by writing to H. J. Heinz Company, WorldHeadquarters, 600 Grant Street, Pittsburgh, Pennsylvania 15219. Inaddition, copies of Heinz's proxy materials may be requested bycontacting our proxy solicitor, MacKenzie Partners, Inc. at (800)322-2885 toll-free or by email at proxy@mackenziepartners.com.Detailed information regarding the names, affiliations and interestsof individuals who are participants in the solicitation of proxies ofHeinz's shareholders is available in Heinz's definitive proxystatement.

ABOUT HEINZ: H.J. Heinz Company, offering "Good Food, EveryDay(TM)," is one of the world's leading marketers and producers ofbranded foods in ketchup and condiments; meals & snacks; and infantfoods. Heinz delights consumers in every outlet, from supermarkets torestaurants to convenience stores and kiosks. Heinz is a global familyof leading brands, including Heinz(R) Ketchup, sauces, soups, beans,pasta and infant foods (representing nearly one-third of total salesor close to $3 billion), HP(R) and Lea & Perrins(R), Ore-Ida(R) frenchfries and roasted potatoes, Boston Market(R) and Smart Ones(R) meals,and Plasmon(R) baby food. Heinz has leading brands in six coredeveloped geographies and five developing geographies. Information onHeinz is available at www.heinz.com/news.
H.J. Heinz Company
Media
Ted Smyth, 412-456-5780
Michael Mullen, 412-456-5751
Michael.mullen@us.hjheinz.com
or
Investors
Jack Runkel, 412-456-6034
H.J. Heinz Company

World Headquarters

600 Grant Street

Pittsburgh, Pennsylvania 15219

July 10, 2006

WHY PELTZ AND HIS PLAN ARE WRONG FOR HEINZ

Dear Fellow Shareholder:

As most of you know, Heinz received a notice from Nelson Peltz andhis Cayman Islands hedge fund (Trian) on March 2, 2006, seeking fiveof the twelve seats on the Heinz Board of Directors. Heinz's policy isto listen to all shareholders and, therefore, in a genuine effort tostart a dialogue, Heinz management met with Mr. Peltz on March 13 andthen again on March 29. We were disappointed by the subsequent turn ofevents. Before the Heinz Board responded to Mr. Peltz's request, hepublished a position paper which in our view seriously misrepresentedthe Company's record and proposed what we believe is a flawed plan.

No board of directors welcomes a proxy fight, but your Board hasthoughtfully and carefully analyzed this situation and concludedunanimously that there is high risk that Mr. Peltz and his hand-pickednominees, if elected, would jeopardize Heinz's ability to createshareholder value over the next two years.

While it may have taken longer than all of us would have wanted toget this Company into fighting shape, we believe that Trian'scriticism of Heinz's record is misleading and unfair because it failsto acknowledge the substantial progress Heinz has made over the pastfour years to sharpen its focus and improve its performance. Byselectively addressing only our share price on his timeline (and nottotal shareholder return, including dividends), we think Mr. Peltzoverlooks the fact that in recent years, Heinz has actually deliveredgreater overall value to its shareholders than the average of its peercompanies. What Mr. Peltz is not telling you is that, between December20, 2002, when we launched our strategy to focus on three corebusinesses by divesting our non-core U.S. businesses, to February 3,2006, the day before Trian became a Heinz shareholder, Heinz deliveredTotal Shareholder Return of 18.9 percent -- beating the S&P PackagedFoods peer group average of 16.0 percent over the same period.

Frankly, we hope that this proxy contest can now focus on thefacts: Heinz has improved performance over the past four years and hasa plan to deliver strong earnings into the future, for which yourBoard will hold management directly accountable.

HEINZ HAS DRAMATICALLY TRANSFORMED THE COMPANY AND DELIVEREDSTRONG RESULTS IN THE LAST FOUR YEARS

-- Heinz has had one strategy since 2002 -- sharply focusing its portfolio on three value-added core categories: Ketchup and Sauces; Meals and Snacks; and Infant Food.

-- Heinz is committed to shareholder value and has returned more than $4.2 billion to shareholders through special and annual dividends and share repurchases over the past four years.

-- We have generated record cash flow of $4.4 billion over that same period.

-- We have boosted the Company's U.S. ketchup share to a record 60 percent.

-- We have streamlined and simplified the organization while upgrading our global management team and capabilities.

HEINZ IS ON TRACK TO DELIVER SUPERIOR VALUE AND GROWTH

Building on our success of the past four years, Heinz launched itsaggressive but realistic Superior Value and Growth Plan on June 1,2006 (elements of which were announced in September 2005).Implementation of this two-year plan is already well underway, and weare meeting or exceeding our key growth and business metrics as weapproach the end of the first quarter.

-- On the growth front, we will introduce 100 new products this year, supported by a significant increase in marketing spending and exciting new advertising for Heinz Ketchup.

-- We have specific plans to achieve cost reductions of $355 million over the next two years.

-- We are projecting an increase in earnings per share of 10 percent to $2.35 for this fiscal year with a further 8 percent increase to $2.54 next fiscal year.

-- We have increased the dividend by 16.7 percent for FY2007 and are committed to maintaining a payout ratio of approximately 60% going forward.

-- In addition, we are planning to repurchase $1 billion of Heinz shares over the next two years.

THE HEINZ BOARD OF DIRECTORS IS STRONG AND INDEPENDENT, FOCUSED ONPERFORMANCE AND COMMITTED TO REPRESENTING THE INTERESTS OF ALL HEINZSHAREHOLDERS

Corporate governance matters at Heinz, and we believe it mattersto you as well. Reflecting its performance and independence, the HeinzBoard has a corporate governance rating of 97.7 from InstitutionalShareholder Services (ISS). This means that your Company hasoutperformed 97.7 percent of all the companies in the S&P 500.

All Heinz directors, excluding the Chairman, as a companyemployee, meet the New York Stock Exchange's standards for Boardindependence. Additionally, in order to keep our perspective fresh,the Heinz Board has added two new directors in Fiscal 2006, withone-third of the Board newly elected in the last three years.Moreover, the majority of Heinz directors have successful recordsleading multi-national companies and/or serving as directors of othersuccessful public corporations.

Rest assured that the eleven independent directors on the HeinzBoard will remain fully focused on holding management directlyaccountable for increasing shareholder value and improvingperformance. In our view, the Company's current directors are theright directors for your Company's Board.

WE BELIEVE TRIAN'S PLAN IS FLAWED

While we would rather focus on what Heinz will continue to do foryou, we believe we have a responsibility to keep you fully informedabout the Trian Group. Quite simply, Heinz believes that thePeltz/Trian plan for Heinz announced on May 23, 2006 lacks a timelinefor implementation, ignores cost inflation, ignores requiredrestructuring costs, lacks specific initiatives, and is unrealistic.In our view, their plan brings no new ideas to the Company anddemonstrates a fundamental lack of understanding of Heinz's business:

-- Trian's suggestion that Heinz sell two of its best international businesses reveals a general lack of sophistication about managing a global company.

-- Trian's proposed $575 million of cost cuts are unrealistic and are so drastic that they would harm the Company. Trian's proposed cuts appear to be based on theoretical and simplistic assumptions. For example, Trian proposes $400 million in selling, general and administrative cuts. Even if Heinz eliminated every single general and administrative employee around the globe, we would still not save $400 million. As it stands today, Heinz's SG&A costs are well below the food industry average.

-- Trian's proposed reductions in deals and allowances, or D & A (money invested with retailers to promote our products), are risky, misguided and based on vaguely sourced and inaccurate benchmarking. Trian's demands could wreck carefully cultivated customer relationships. A thoughtful, measured approach to D & A reduction has been a Heinz priority since 2003. In Heinz's U.S. Consumer Products unit, D & A spending has decreased 430 basis points to 16.9 percent of sales over the past three years. This is well below the peer average of 18 percent calculated by independent industry consultant Cannondale Associates, which has designated Heinz's program as "best-in-class."

-- Trian's only proposed specific growth initiative (ketchup dip cups) shows a surprising ignorance of the publicly available information that Heinz already sells over 300 million dip cups annually, including nearly 200 million to McDonald's.

-- Trian itself suggests that its guarantees and assurances count for little because, as it stated on June 22, 2006, "members of the Trian Group reserve the right to change any of their opinions expressed herein at any time."

-- Standard & Poor's has said that "a successful election of those (Trian) board members would likely further strain financial policy" at Heinz.

The documents we have made public on our Web site(www.heinzsuperiorvalue.com) show numerous instances where we believeTrian misrepresents facts -- a tactic that would not lend itself wellto Heinz Board deliberations. Contrary to Trian's claim, Heinzmanagement has in no way "accepted" Trian's unrealistic plan forHeinz.

HEINZ'S BOARD HAS DETERMINED THE TRIAN NOMINEES DO NOT MEETCORPORATE GOVERNANCE STANDARDS

Your Board has determined, after careful due diligence, that Mr.Peltz and his nominees do not meet the qualifications and standardsfor directorship as set forth in Heinz's Corporate GovernancePrinciples. Each of the Trian nominees is an employee, relative orclose personal friend of Mr. Peltz and in our view could be expectedto vote as a bloc rather than participate in deliberative discussionsas independent directors:

-- Peter May has been Mr. Peltz's business partner for 30 years.

-- Edward Garden is Mr. Peltz's son-in-law.

-- Greg Norman has described Mr. Peltz as "one of his closest friends."

-- Michael Weinstein is a former employee and business associate of Mr. Peltz.

Triarc Companies, Inc., the publicly-traded company where Mr.Peltz serves as chairman and CEO, received a corporate governancerating from ISS of 21.5, exceeding only 21.5 percent of all companiesin the S&P SmallCap 600 and ranking it in the bottom quarter.

ASK YOURSELF WHY A 5.5% SHAREHOLDER SEEKS OVER 40% OF HEINZ'SBOARD SEATS

In Heinz's view, Trian's nominees would represent a single votingbloc that Heinz expects would act in Trian's interest. On our Website, we detail several instances over the course of their businesscareers in which Messrs. Peltz and May have been sued by shareholdersof companies they controlled. Yet the Peltz/Trian nominees areattacking the Company's record, often misstating or omitting key factsabout Heinz. The reason is simple -- we believe they are trying todivert attention away from their poorly-conceived, unrealistic andsuperficial plan. We believe that electing Mr. Peltz or any of hishand-picked nominees is not simply a matter of adding a "new voice" tothe Heinz Board -- it is incurring the risk of electing aself-interested voting bloc that would destroy shareholder value, notenhance it.

MAKE THE RIGHT CHOICE

Based on their twenty-year record, Heinz believes that Mr. Peltz,Mr. May and Trian cannot be expected to fairly represent the interestsof all Heinz shareholders.

Since Henry John Heinz started his business in Pittsburgh in 1869,Heinz has been a company with an enduring commitment to itsshareholders and the community. Your Company's current Board ofDirectors is committed to staying true to those principles whiledelivering Superior Value and Growth.

In closing this letter, we would like to take this opportunity toexpress our thanks to our employees for their hard work and diligenceand to you, our shareholders, for your loyalty and support as Heinzcontinues to execute its Superior Value and Growth Plan.

We strongly recommend that you vote FOR the H.J. Heinz nominees bysigning, dating and returning the WHITE proxy card. We urge you not tosign any GOLD proxy cards that may be sent to you by Mr. Peltz -- evenas a protest vote against him. If you return a GOLD Peltz proxy card,you can automatically revoke it by signing, dating and returning theenclosed WHITE proxy card in the accompanying envelope. If you needassistance or have any questions, please call MacKenzie Partners,Inc., which is assisting Heinz with the proxy solicitation, at800-322-2885. And, as always, we welcome your comments.
Sincerely,

William R. Johnson Thomas J. Usher
Chairman, President and Chief Executive Officer Presiding Director

IMPORTANT

PLEASE RETURN YOUR WHITE PROXY CARD AND DO NOT RETURN ANY OF MR.PELTZ'S GOLD PROXY CARDS, EVEN AS A PROTEST VOTE AGAINST HIM. ONLYYOUR LATEST DATED, SIGNED PROXY CARD WILL BE COUNTED, AND ANY GOLDPROXY CARD YOU SIGN FOR ANY REASON COULD INVALIDATE PREVIOUS WHITEPROXY CARDS SENT BY YOU TO SUPPORT YOUR COMPANY'S DIRECTOR NOMINEES.

Your vote is important. Please take a moment to SIGN, DATE andpromptly MAIL your WHITE proxy card in the postage-paid envelopeprovided. If your shares are held in the name of a brokerage firm,bank nominee or other institution, please sign, date and mail theenclosed WHITE instruction card in the postage-paid envelope provided.If you have any questions or need assistance in voting your shares,please call:

Shareholders can vote by mail, telephone or internet by following the
instructions on the enclosed WHITE proxy card.

If you have any questions or need assistance in voting your WHITE
proxy card, please call:

MacKenzie Partners, Inc.
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This letter contains forward-looking statements within the meaningof the "safe harbor" provisions of the Private Securities LitigationReform Act of 1995. Forward-looking statements are generallyidentified by the words "will," "expects," "anticipates," "believes,""estimates" or similar expressions and include our expectations as tofuture revenue growth, earnings, capital expenditures and otherspending, as well as anticipated reductions in spending. Theseforward-looking statements reflect management's view of future eventsand financial performance. These statements are subject to risks,uncertainties, assumptions and other important factors, many of whichmay be beyond Heinz's control, and could cause actual results todiffer materially from those expressed or implied in theseforward-looking statements. Factors that could cause actual results todiffer from such statements include, but are not limited to:

-- sales, earnings, and volume growth,

-- general economic, political, and industry conditions,

-- competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs,

-- the ability to identify and anticipate and respond through innovation to consumer trends,

-- the need for product recalls,

-- the ability to maintain favorable supplier relationships,

-- currency valuations and interest rate fluctuations,

-- change in credit ratings,

-- the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives,

-- approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements,

-- the ability to successfully complete cost reduction programs,

-- the results of shareholder proposals,

-- the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures,

-- the ability to effectively integrate acquired businesses, new product and packaging innovations,

-- product mix,

-- the effectiveness of advertising, marketing, and promotional programs,

-- the ability to maintain sales growth while reducing spending on advertising, marketing and promotional programs,

-- supply chain efficiency,

-- cash flow initiatives,

-- risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments,

-- changes in estimates in critical accounting judgments and other laws and regulations, including tax laws,

-- the success of tax planning strategies,

-- the possibility of increased pension expense and contributions and other people-related costs,

-- the possibility of an impairment in Heinz's investments, and

-- other factors described in "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended May 3, 2006.

The Company undertakes no obligation to publicly update or reviseany forward-looking statements, whether as a result of newinformation, future events or otherwise, except as required by thesecurities laws.

On July 10, 2006, Heinz began the process of mailing itsdefinitive proxy statement, together with a WHITE proxy card.Shareholders are strongly advised to read Heinz's proxy statement asit contains important information. Shareholders may obtain anadditional copy of Heinz's definitive proxy statement and any otherdocuments filed by Heinz with the Securities and Exchange Commissionfor free at the Internet Web site maintained by the Securities andExchange Commission at www.sec.gov. Copies of the definitive proxystatement are available for free at Heinz's Internet Web site atwww.heinz.com or by writing to H. J. Heinz Company, WorldHeadquarters, 600 Grant Street, Pittsburgh, Pennsylvania 15219. Inaddition, copies of Heinz's proxy materials may be requested bycontacting our proxy solicitor, MacKenzie Partners, Inc. at (800)322-2885 toll-free or by email at proxy@mackenziepartners.com.Detailed information regarding the names, affiliations and interestsof individuals who are participants in the solicitation of proxies ofHeinz's shareholders is available in Heinz's definitive proxystatement.