Heinz Board Presents at CtW Investor Forum; Guarantees Strong Accountability to Shareholders; Commits on Key Governance Initiatives

-- The current Heinz Board works for, and represents, all shareholders;

-- The Board has overseen a significant transformation of the Company and the Board since 1998;

-- The Board has been hands-on in the development of the Company's growth plan and believes Heinz is on the right track and has the right plan for maximizing shareholder returns;

-- The Board listens carefully to shareholders and has established a governance record near the top of the S&P 500;

-- The Board has been very receptive to recommendations from Heinz shareholders on how to further enhance its oversight;

-- The Board has and will hold management accountable.

In contrast, the Board noted that Trian and Nelson Peltz have aflawed plan, a flawed slate and a flawed governance record. The Boardstressed its view that the Peltz strategy would take Heinz off trackand would be highly detrimental to the long term interests of theHeinz shareholders.

Separately, the Board outlined an important five-point plan foradditional governance initiatives that the Board has committed to,based on its recent dialogue with CalPERS and other significant Heinzshareholders.

Speaking on behalf of the Board, Tom Usher stated: "We very muchappreciate the opportunity that CtW has provided us to address theimportant issues affecting Heinz and its shareholders. The independentdirectors at Heinz have been working hard to ensure that Heinzmaintains the highest governance standards and we are fully committedto holding management accountable to all Heinz shareholders.Organizations such as CtW provide a critical link between the Boardand our important shareholder constituencies."

Mr. Usher also released the text of a recent letter that hedelivered on behalf of the Heinz Board to CalPERS setting forth theBoard's strong commitment to working with all key shareholderconstituencies and serving their interests best. Heinz's commitmentsto CalPERS are intended to benefit all Heinz shareholders and willfocus on five key areas of governance reform:
1. Adopting "majority voting" in the election of Directors.

2. Recommending that Heinz shareholders reduce supermajority
voting provisions from 80% to 60%.

3. If Heinz were to adopt a shareholder rights plan, the Company
would seek shareholder approval within one year of the date of
adoption.

4. A commitment to hold regular meetings between Heinz's
independent directors and key shareholders.

5. A commitment to add up to two additional independent directors
to the Board through the Board's normal governance and
nomination processes. Mr. Usher noted in this respect that the
Heinz Board has routinely sought to add new, strong and
independent voices to the Board and that Messrs. Drosdick and
Reilley were added to the Board in the past seven months. Mr.
Usher indicated that the Heinz Board is open to suggestions
that CalPERS and other shareholders may have concerning new
independent director candidates, subject to the strong
Corporate Governance Guidelines and Independence Standards that
have been established at Heinz. The Board reaffirmed its
position that none of the nominees put forth by Trian meet
these important criteria.

Mr. Usher, on behalf of the Heinz Board, thanked shareholders fortheir open and frank dialogue. He also reaffirmed the Board's positionthat it is committed to working with all constructive shareholderconstituents, as Heinz continues to build shareholder value for thebenefit of all Heinz shareholders.

The CtW Investment Group works with benefit funds sponsored byunions affiliated with Change to Win, a federation of unionsrepresenting more than 6 million workers; these funds have over $180billion in assets and have indicated that they are substantiallong-term Heinz shareholders. Heinz greatly appreciates theopportunity afforded the Board by CtW to participate in today'sinvestor forum, with co-sponsors that include Connecticut RetirementPlans and Trust Funds, Illinois State Board of Investment, Los AngelesCity Employees Retirement System, New York City Controller's Office,and New York State Common Retirement Fund.

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 "Risk Factors" and "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, World Headquarters,600 Grant Street, Pittsburgh, Pennsylvania 15219. In addition, copiesof Heinz's proxy materials may be requested by contacting our proxysolicitor, MacKenzie Partners, Inc. at (800) 322-2885 toll-free or byemail at proxy@mackenziepartners.com. Detailed information regardingthe names, affiliations and interests of individuals who areparticipants in the solicitation of proxies of Heinz's shareholders isavailable in Heinz's Schedule 14A filed with the Securities andExchange Commission on July 18, 2006.

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.