Heinz Mails Shareholder Letter Detailing its Strong Business Momentum and Warning Against the Flawed Trian Plan

The letter, co-signed by Heinz Chairman, President and CEO WilliamR. Johnson and Presiding Director Thomas J. Usher, urges shareholdersto re-elect the Company's 12 Directors because Heinz has acceleratingbusiness momentum due to successful execution of its plan, strongshare price momentum and a strong, independent and highly-qualifiedBoard that will hold management and itself accountable to the bestinterests of all shareholders.

In addition to having 12 highly-qualified Directors, theshareholder letter notes that Heinz plans to further enhance corporategovernance and the skills of the Board by adding two new independentDirectors. Trian's five nominees include shareholder Nelson Peltz, hisson-in-law, his close friend, his longtime business partner and one ofhis former employees.

The letter states that while "Mr. Peltz and Trian have spent a lotof time criticizing Heinz's historical performance, they have notarticulated a cohesive or achievable vision with operationalspecifics," unlike the plan that Heinz is implementing to drive itsperformance and growth.

The letter also details Heinz's accelerating business momentum,reiterating the Company's projection of better-than-anticipatedfirst-quarter results that put Heinz "comfortably on track to deliverearnings per share of $2.35 in fiscal year 2007 - an increase of 10percent over fiscal year 2006."

The letter reminds shareholders that Heinz's recent 17 percentdividend increase to $1.40 per share gives Heinz a current indicateddividend yield of 3.3 percent, which is among the highest in the S&P500. It warns shareholders that Trian's plan for Heinz could put thatdividend at risk.

The letter also includes a fact sheet correcting Trian'smisleading depiction of Heinz's shareholder returns, which fails toaccount for the positive impact of quarterly dividends and the benefitof the Del Monte dividend on Total Shareholder Return.

Heinz's Annual Meeting of Shareholders is Wednesday, August 16,2006, 9 a.m. EDT, at the Hilton Pittsburgh. Heinz strongly urgesshareholders to re-elect the Company's current Directors by signing,dating and returning the WHITE proxy card. Heinz urges shareholdersnot to sign or return any Gold proxy cards from Trian and Mr. Peltz.

For more facts and information about Heinz and why Trian and Mr.Peltz are wrong for Heinz, visit www.heinzsuperiorvalue.com or theCorporate 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 "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.
H. J. Heinz Company
World Headquarters
600 Grant Street
Pittsburgh, Pennsylvania 15219

July 26, 2006

VOTE THE WHITE CARD FOR THE H. J. HEINZ COMPANY FOR STRONG,
SUSTAINABLE PERFORMANCE AND STRICT BOARD ACCOUNTABILITY

DEAR FELLOW SHAREHOLDER:

The August 16th H. J. Heinz Shareholder Meeting approaches, and with
it the deadline for your vote in the proxy contest with Nelson Peltz
and his Trian Group. That's why we need to ask for a few minutes of
your time. Simply put, we believe that more is at stake for your
company in this election than replacing our highly-qualified, engaged
and independent Directors with the Peltz bloc of nominees that
includes Mr. Peltz, his son-in-law, his close friend, his longtime
business partner, and one of his former employees. Specifically, at
stake in this election is:

-- Heinz's accelerating business momentum which is threatened by
Trian's unrealistic plan and the ensuing business gridlock.

-- Our current strong share price momentum which reflects the
strength of this year's projected performance and our
aggressive but realistic plan. We believe that continued
execution of this plan and the positive business fundamentals
underlying the share price, combined with our strong share
repurchase capacity, provide upside to the stock price, which
is currently trading at approximately the average
price-to-earnings ratio of 18 for the food industry (18 x
$2.35 projected EPS = $42.30).

-- A Board composed of some of the most well-regarded and
accomplished businesspeople in America, which holds management
and itself accountable to the best interests of all
shareholders. We believe our ability to attract highly capable
directors would be jeopardized, if not compromised, by the
addition of Messrs. Peltz, May or any of the Trian nominees.

HEINZ'S ACCELERATING BUSINESS MOMENTUM

Last week, Heinz previewed results for the first quarter that clearly
show the fundamental strength of our focused portfolio. First quarter
projections include:

-- Sales up over 6%

-- Operating income up approximately 10%

-- Earnings per share up 20% (and up approximately 40% on a
reported basis)

-- 100 new product launches on track for the year

This excellent performance, together with the execution of aggressive
but responsible cost savings, have put Heinz comfortably on track to
deliver earnings per share of $2.35 in fiscal year 2007 -- an increase
of 10% over fiscal year 2006.

The success of this quarter has received widespread notice. As the
Financial Times reported last week in a story headlined "Gains Mean
Heinz Can End Peltz's Designs," Heinz "issued an upbeat assessment
of its performance in the current quarter in a statement that could
give the company valuable ammunition in the final stretch of the
long-running proxy battle."

Heinz's performance is made possible by our efforts over the past four
years to refocus the portfolio, add new capabilities to the Board,
upgrade management, and build your company's leadership position
around three core growth categories: Ketchup & Sauces, Meals & Snacks
and Infant Food. If Mr. Peltz, or any of his nominees are elected to
the Board we believe they will agitate for their plan which would put
at risk the company's current momentum.

STRONG TOTAL SHAREHOLDER RETURNS

In discussing our historical shareholder performance, Trian has, in
our view, significantly understated the value of your investment by
failing to include any dividends or the shares of Del Monte you
received following the spin-off in 2002. (See Fact Sheet attached).

Since completing the spin-off to Del Monte and announcing our new
strategy of focusing on our core portfolio in December 2002, we have
outperformed our peers by delivering total shareholder return through
February 3, 2006, of 19% vs. 16% for the S&P packaged food group (or
11% for the group if Kraft is included).

Our recent 17% dividend increase to $1.40 per share is based on a
continuation of our strong cash flow trends and gives Heinz a current
indicated dividend yield of 3.3%, which is among the highest in the
entire S&P 500. Frankly, you should be concerned that implementation
of the Trian plan by their nominees could result in junk status for
our debt (as they have with other public companies) which could put
your dividend at risk.

Your management and Board believe that adding any of the bloc of Trian
nominees carries significant risk to driving sustainable growth in
shareholder value.

ENHANCED BOARD ACCOUNTABILITY TO SHAREHOLDERS

Your company has one of the best Boards in corporate America, with an
ISS governance rating of 97.7. This excellent performance does not
mean that we will not work to increase accountability for the benefit
of our shareholders even further. Following discussions with many
Heinz shareholders in the last several weeks, your Board has taken
strong steps to enhance oversight of management and strengthen
shareholder democracy through several important initiatives. In
particular, we look forward to the addition of two new independent
Directors (on top of the two new Directors who joined in the past
year) to provide your company with incremental financial, strategic
and global perspective.

We have engaged one of the top executive recruiters in the country to
identify candidates whose skills and experiences will further enhance
the core competencies of your company (i.e., branded consumer goods,
international platform, foodservice and retail distribution focus) and
who meet Heinz's exacting ethical and corporate governance standards.
To be clear, in our view Mr. Peltz and his nominees

-- do not meet our corporate governance standards,

-- lack the requisite international experience and

-- would have conflicts of interest with our important restaurant
and other foodservice customers.

We believe that adding any of the Trian Group's nominees would create
gridlock on the Heinz Board, weaken shareholder democracy and impede
decision-making. Any of these nominees, would in our view, represent
Trian's own interests exclusively, and over time facilitate the Trian
Group's taking control of the H. J. Heinz Company without paying you a
premium.

CONCLUDING THOUGHTS

Although Mr. Peltz and Trian have spent a lot of time criticizing
Heinz's historical performance, they have not laid out an achievable
vision with operational specifics.

During the past few months, we have provided unprecedented visibility
and detail into our business and our plans because we feel any debate
should be about the facts and how best to run Heinz. We have given our
perspective on what the right operational initiatives and financial
structures are. We have been direct in offering a strategy that makes
good sense for Heinz's brands and geographies and we have explicitly
reviewed which cost cuts will help your company -- and which cost cuts
will hurt your company. At the same time, we continue to listen to
shareholders and look for ways to improve our operations and our Board
oversight. Our decision to bring on two new independent Board members
reflects this.

THE WHITE CARD IS THE RIGHT CARD

When you compare the performance and qualifications of Heinz and our
Directors with the Peltz slate and their flawed and unrealistic plan,
we believe you will agree the choice is clear: The WHITE Card is the
Right Card.

We strongly recommend that you vote FOR the H. J. Heinz nominees by
signing, dating and returning the WHITE proxy card. We have now been
able to overcome the roadblocks to Internet voting that were created
for our "street name" shareholders (shareholders holding their
shares through a broker or other intermediary) last week by Trian.
Your ability to vote by Internet has now been restored.

We urge you not to sign any GOLD proxy cards that may be sent to you
by Mr. Peltz -- even as a protest vote against him. If you return a
GOLD Peltz proxy card, you can automatically revoke it by signing,
dating and returning your WHITE proxy card. If you need assistance or
have any questions, please call MacKenzie Partners, Inc., which is
assisting Heinz with proxy solicitation, at (800) 322-2885. As always,
we welcome your comments.

Sincerely,

WILLIAM R. JOHNSON THOMAS J. USHER
Chairman, President and Chief Executive Presiding Director
Officer

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This letter contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are generally
identified by the words "will," "expects," "anticipates," "believes,"
"estimates" or similar expressions and include our expectations as to
future revenue growth, earnings, capital expenditures and other
spending, as well as anticipated reductions in spending. These
forward-looking statements reflect management's view of future events
and financial performance. These statements are subject to risks,
uncertainties, assumptions and other important factors, many of which
may be beyond Heinz's control, and could cause actual results to
differ materially from those expressed or implied in these
forward-looking statements. Factors that could cause actual results to
differ 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 "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 revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by the securities laws.

On July 10, 2006, Heinz began the process of mailing its definitive
proxy statement, together with a WHITE proxy card. Shareholders are
strongly advised to read Heinz's proxy statement as it contains
important information. Shareholders may obtain an additional copy of
Heinz's definitive proxy statement and any other documents filed by
Heinz with the Securities and Exchange Commission for free at the
Internet Web site maintained by the Securities and Exchange Commission
at www.sec.gov. Copies of the definitive proxy statement are available
for free at Heinz's Internet Web site at www.heinz.com or by writing
to H. J. Heinz Company, World Headquarters, 600 Grant Street,
Pittsburgh, Pennsylvania 15219. In addition, copies of Heinz's proxy
materials may be requested by contacting 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 interests of individuals who are participants in the
solicitation of proxies of Heinz's shareholders is available in
Heinz's Schedule 14A filed with the Securities and Exchange Commission
on July 18, 2006.