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H. J. Heinz Company

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     The following presentation amends and restates the presentation that was originally filed by H. J. Heinz Company on June 1, 2006 (SEC Accession No. 0000950103-06-001441):

Heinz 1

J U N E 1 , 2 0 0 6 Jack Runkel Vice President - Investor Relations H. J. Heinz Company 2

Safe Harbor Statement Please be aware that certain forward-looking statements made during this meeting which are not historical facts, including any statements regarding the Company's targets, beliefs or expectations, are forward-looking statements that are being made in an effort to assist you in understanding the Company and its results. Forward-looking statements involve inherent risk and uncertainty. There are a number of important factors that could cause actual results to differ materially from those contained in such statements. These factors are described in the Company's annual report on form 10-K for the fiscal year ended April 27, 2005. The Company may also use pro-forma financial exhibits, which could differ from reported results using Generally Accepted Accounting Principles (GAAP). Reasons for differences from GAAP versus non-GAAP pro-forma statements are that the latter typically exclude special charges, which are not expected to occur routinely in future periods. The Company uses the non-GAAP financial exhibits internally to focus management on period-to-period changes in the Company's businesses and gauge our business operating performance. Management believes this information is also helpful to investors in understanding trends in the business. The most directly comparable GAAP financial measures and reconciliations to non-GAAP financial measures are set forth in the Form 8-K and its exhibits furnished to the SEC in connection with the Company's earnings releases for fiscal years 2003, 2004, 2005 and 2006, which are posted at www.heinz.com in the Heinz Newsroom. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of future events or otherwise, except as required by the securities laws. 3

J U N E 1 , 2 0 0 6 William R. Johnson Chairman, President and CEO H. J. Heinz Company 4

Superior Value and Growth Plan FY07-FY08 The plan has three parts: - Reduce costs to improve margins - Grow the core portfolio - Generate cash to deliver superior value 5

Heinz Our Path to the Present 6

Strategy FY03 - FY06 - Sharply focused the portfolio - Grew the top line - Streamlined the organization - Strengthened processes - Upgraded the team 7

Progress to Date FY02 FY06 Categories 6 3 Employees 46,500 33,100 Executives 345 245 SK's 35,000 16,500 Factories 101 91 8

Cash Flow Performance Operating Free Cash Flow 9

Rapid Growth in Acquired Brands Sales CAGR ---------- Classico(1) +11% T.G.I. Friday's(1) +11% Truesoups(2) +20% (1) FY03 - FY06 (2) FY05 - FY06 10

FY06: A Year of Significant Accomplishments - Delivered solid sales, profit, and cash flow - Aggressively addressed Europe - Upgraded talent - Extended trade spending process to Europe - Greatly simplified portfolio 11

H. J. Heinz Today 12

H. J. Heinz Today Categories ---------- - Ketchup & Sauces $19B - Meals & Snacks $27B - Infant Food $5B > 90% of sales > 95% of economic profit Source for category size: Euromonitor 13

H. J. Heinz Today Geographies ----------- Categories Developed Markets ---------- ----------------- - Ketchup & Sauces - United States $19B - Canada - Meals & Snacks $27B - United Kingdom - Infant Food - Italy $5B - Western Europe - Australia/New Zealand > 90% of sales ~ 85% of sales > 95% of economic profit ~ 95% of economic profit Source for category size: Euromonitor 14

H. J. Heinz Today Geographies ----------- Categories Developed Markets Emerging Markets ---------- ----------------- ---------------- - Ketchup & Sauces - United States - Russia $19B - Canada - India - Meals & Snacks $27B - United Kingdom - China - Infant Food - Italy - Indonesia $5B - Western Europe - Poland - Australia/ New Zealand > 90% of sales ~ 85% of sales ~ 7.5% of sales > 95% of economic profit ~ 95% of and 1/4 of economic profit sales growth Source for category size: Euromonitor 15

Leading Brands Market Market Brand Position Brand Position ----- -------- ----- -------- Heinz #1 ABC #1 Ore-Ida #1 HP Sauce #1 Weight Watchers Lea & Perins Smart Ones #2 T.G.I. Fridays #2 Plasmon #1 Weight Watcher #1 Oasi Ecologica from Heinz Classico #1 Wattie's #1 Inspired Italian 16

Heinz: The Right Team Dave Moran Scott O'Hara Art Winkleblack EVP, President and CEO EVP, President and CEO EVP and Chief Financial Officer North American Consumer Products Heinz Europe H.J. Heinz Company 17

FINANCIAL REVIEW YEAR-END FY06 Art Winkleblack Executive Vice President and CFO H. J. Heinz Company 18

Outline - Q4 and Full Year FY06 - Three Year Performance Perspective - FY07 and FY08 Financial Outlook 19

Heinz 4th Quarter FY06 20

EPS Summary - Q4 FY06 Continuing Operations - Total Company Continuing Operations Excl. Special Items ------------- --------------------- ----------------------- $0.50 $0.59 $0.00 $0.54 $0.54 $0.59 FY06 FY05 FY06 FY05 FY06 FY05 21

Special Items - Q4 FY06 P&L Impact (US$ MM) ----------------------- Pre-Tax After-Tax ------- --------- Item(1) ------- Separation, Downsizing and Integration $58.7 $26.1 Net Loss on Dispositions and Impairments 63.1 51.2 Zimbabwe Impairment 111.0 105.6 American Jobs Creation Act (AJCA) - (3.3) ----- ---- Total Special Items for Continuing Ops 232.8 179.6 ----- ----- Sales of European Seafood & Tegel (209.1) (156.8) Other Discontinued Ops (10.9) (10.0) ----- ----- Total Company Reported vs. Continuing Ops. Excluding Special Items $12.8 $12.8 ===== ===== (1) Amounts may not foot due to rounding. 22

Performance Scorecard - Q4 FY06 Performance Scorecard - Q4 FY06 (US$ MM) Q4 Change -------------- ---------- Continuing Operations, Excl. Special Items FY06 FY05 B/(W) ------------------------------------------ ------ ----- ---------- Revenue $2,400 $2,231 7.6% Gross Profit Margin 36.5% 37.0% (0.5) pp Marketing (% of Revenue) 3.1% 3.3% (0.2) pp Operating Income $368 $346 6.3% EPS $0.54 $0.59 ($0.05) Capex (% of Revenue)(1) 3.2% 4.5% 1.3 pp Cash Conversion Cycle(1)(2) 55 54 (1) Operating Free Cash Flow(1)(3) $492 $545 ($53) (1) Not restated for discontinued operations, calculated on a total company basis. (2) Based on 2-point average balance sheet information for total company. (3) Cash provided by operating activities less capital expenditures for total company. 23

Heinz Full Year 2006 Full Year 2006 24

EPS Summary - FY06 Continuing Operations - Total Company Continuing Operations Excl. Special Items ------------- --------------------- ----------------------- $1.89 $2.13 $1.29 $1.95 $2.10 $2.21 FY06 FY05 FY06 FY05 FY06 FY05 25

Special Items - FY06 P&L Impact (US$ MM) ---------------------- Item(1) Pre-Tax After-Tax ------- ------- --------- Separation, Downsizing and Integration $146.7 $96.6 Net Gain/Loss on Dispositions and Impairments 95.5 48.3 Zimbabwe Impairment 111.0 105.6 American Jobs Creation Act (AJCA) - 24.4 ------ ------ Total Special Items for Continuing Ops 353.2 274.9 ------ ------ Sales of European Seafood & Tegel (209.1) (132.3) Other Discontinued Ops (50.2) (70.6) ------ ------ Total Company Reported vs. Continuing Ops. Excluding Special Items $93.9 $72.0 ====== ====== (1) Amounts may not foot due to rounding. 26

FY06 Dispositions Description Status ----------- -------------- Farex Sale Completed Starkist Food d'Or Sale Completed HAK Vegetables Sale Completed Hain Sale Completed Luton Plant / Chilled Sandwich Sale Completed New Zealand Plant Assets Sale Completed Philippines Joint Venture Sale Completed Tegel Foods Sale Completed European Seafood Sale Completed Nashville Plant Sale Completed Fakenham Plant / Linda McCartney In Process Foodservice Pasta Assets In Process Suprama In Process European Production Assets In Process Botswana In Process Zimbabwe In Process 27

Performance Scorecard - FY06 (US$ MM) Full Year --------------- Change Continuing Operations, Excl. Special Items FY06 FY05 B/(W) ------------------------------------------ ------ ------ -------- Revenue $8,643 $8,103 6.7% Gross Profit Margin 36.8% 37.8% (0.9) pp Marketing (% of Revenue) 3.1% 3.3% (0.2) pp Organic Operating Income $1,350 $1,308 3.2% Organic EPS $2.10 $2.21 ($0.11) Capex (% of revenue)(1) 2.5% 2.7% 0.2 pp Cash Conversion Cycle(1)(2) 56 58 2 Operating Free Cash Flow(1)(3) $844 $920 ($76) Net Debt(1)(4) $3,968 $3,425 ($543) Pre-Tax ROIC(1)(2) 21.7% 23.4% (1.7) pp (1) Not restated for discontinued operations, calculated on a total company basis. (2) Based on 5-point average balance sheet information for total company. (3) Cash provided by operating activities less capital expenditures for total company. (4) Net Debt excludes the value of interest rate swaps. Change 28

Net Sales Variance - FY06 (US$ MM) Continuing Operations $310 ($6) ($119 ) $355 $540 Volume/Mix Price Forex Acquis./Divest. Total B/(W) vs. Prior Year: 3.8% (0.1%) (1.5%) 4.4% 6.7% === ==== ==== === === 29

Balance Sheet Items - FY06 (US$MM, on a Total Company Basis) End of Quarter Dollars 5 Point Average -------------------------- --------------------- Q4 Full Year ---------------- Better/ --------- Better/ FY06 FY05 (Worse) FY06 FY05 (Worse) ------ ------ ------- ---- ---- ------- Accounts Receivable $1,002 $1,092 $90 43 43 0 Inventories 1,074 1,257 183 77 82 4 Accounts Payable 1,035 1,182 (147) 65 67 (2) ------ ------ ---- -- -- -- QOWC/CCC $1,041 $1,167 $126 56 58 2 ====== ====== ==== == == == Debt (Total Company) Short-Term $55 $573 $518 Long-Term(1) 4,358 3,936 (422) Less: Cash/S.T. Investments 445 1,084 (639) ------ ------ ----- Net Debt $3,968 $3,425 ($543) ====== ====== ===== Debt/EBITDA(2) 2.8 2.8 == === === Net Debt/EBITDA 2.5 2.1 == === === (1) Excludes value of interest rate swaps. (2) EBITDA means income from continuing operations before income taxes, excluding special items, plus net Interest expense, plus depreciation and amortization as shown on the consolidated statement of cash flows. 30

FY06 Pro forma Sept. 2005 Actual(1) Estimate Pro forma -------------- --------- Sales $ 7,900 - $8,100 $8,400 EPS $2.10 - $2.16 $2.13 Operating Free Cash Flow $800 - $900 $917 (1) The Pro forma amounts adjust the results from continuing operations to exclude special items, the sales and profits from businesses that did not qualify for discontinued operations treatment, the application of the proceeds on divestitures to debt and share repurchases as if the transactions had occurred at the beginning of FY06, and the impact of adopting FAS 123(R) at the beginning of FY06. 31

Heinz 3 Year Performance Perspective FY03 - FY06 32

FY03 to FY06 Summary - Growth - Trade Spending - Productivity - Profitability - Cash Flow - Growth - Trade Spending - Productivity - Profitability - Cash Flow 33

Net Sales Growth - Continuing Operations Net Sales ($ millions) $7,203 $7,626 $8,104 $8,643 FY 03(1) FY 04 FY 05 FY 06 Change vs. PY(2) ---------------- Volume 0.5% 2.4% 3.8% Net Price -0.3% 0.0% -0.1% Net Acq./Div. -1.8% 0.4% 4.4% Forex 7.6% 3.5% -1.5% ---- ---- ---- Total 5.9% 6.3% 6.7% (1) FY 03 results exclude Zimbabwe (2) Estimated FY04 Variances 34

Top 10 Brands 3 Year Avg. FY 06 52 wk Brand Category Growth Rate Avg. Share ------------------------------------------------------------------------------- 1. Heinz K & S, Meals, IF 6.0% 59.4%(1) 2. Ore-Ida Meals & Snacks 9.0% 38.1% 3. Smart Ones Meals & Snacks 5.6% 12.8% 4. Plasmon Infant Food 1.8% 38.8% 5. Weight Watchers Meals & Snacks 1.1% 51.6%(2) 6. Classico K & S 11.2% 36.3%(3) 7. ABC K & S 5.7% 52.8%(4) 8. TGIF Meals & Snacks 11.4% 10.7% 9. Delimex Meals & Snacks 0.9% 48.4%(5) 10. Wattie's K & S, Meals, IF 11.6% 89.7%(6) ---- Top 10 Total 5.8% Top 10 Brands Account for 60% of FY06 (1) U.S. Heinz Ketchup Share (2) U.K. Weight Watcher's Share (3) Premium Pasta Sauce (4) Soy Sauce Share (5) Frozen Taquitos (6) Beans / Pasta Share 35

Net Sales Growth - Continuing Operations Sales Growth - FY 03 to FY 06 CAGR ---------------------------------- 16.4% 14.8% 6.5% 6.1% 5.0% RICIP Markets(1) Aust./NZ N.A. Cons. US Foodservice Europe Products CAGR (ex Acq/Div's) 5.7% 14.7% 6.1% 3.3% 3.5% CAGR (ex Forex) 5.6% 5.4% 5.3% 6.1% 0.1% (1) Russia, India, China, Indonesia & Poland 36

Heinz Trade Spending Trade Spending 37

Trade Spending Trends (1) Deals and Allowances - % of Gross Revenue ----------------------------------------- 19.8% 20.2% 20.0% 18.1% FY 03 FY 04 FY 05 FY 06 (1) Continuing Operations as reported at the end of each fiscal year, except FY 03 which excludes Zimbabwe. 38

Trade Spending in U.S. Consumer Products Deals and Allowances - % of Gross Revenue ----------------------------------------- U.S. Retail Peer Average = 18.0%(1) ----------------------------------- 21.2% 21.3% 17.9% 16.9% FY 03 FY 04 FY 05 FY 06 1.5% of GSV is spent on In-Store Consumer Advertising (1) Source is Cannondale Associates 39

FY06 Trade Spending Across Regions FY 06 Deals and Allowances - % of Gross Revenue ----------------------------------------------- Total H.J. Heinz = 18.1% ------------------------ 23.3% 15.0% Europe Rest of Heinz 40

Heinz ------------------------------------------------------------------------------- Productivity 41

Gross Margin Trends (1) Gross Margin - % of Net Sales ----------------------------- Key Drivers ----------- 37.5% 36.8% - Net Price Flat FY 03 FY 06 - Fuel/Commodity Inflation (5.2pp) - Fuel price more than doubled - Steel costs doubled - Resin increased almost 50% - Sugar cost up by more than 80% - Productivity 5.2pp - Business Unit Mix (0.7pp) (1) Continuing Operations, excluding Zimbabwe in FY 03 42

Plant Summary # of Factories FY 03 FY 04 FY 05 FY 06 Change -------------- ----- ----- ----- ----- ------ Beginning of Fiscal Year 101 94 93 101 Plants Acquired 5 2 10 5 Plants Closed/Divested 12 3 2 15 -- -- --- --- ----- End of Fiscal Year 94 93 101 91 -9.9% == == === === ===== Revenue/Plant ($MM) $87.6 $90.5 $88.2 $95.0 +8.4% = ===== ===== ===== ===== ===== LFY Productivity - Revenue / Plant ($ Millions) ----------------------------------------------- Developed Markets $130.2 ====== Emerging Markets $30.0 ====== Total Heinz $95.0 ====== Peer Company Average(1) $154.0 ====== In Fiscal 2007, We Plan to Reduce Plants by Another 15, Resulting in Projected Sales Per Plant of Approximately $159MM for Developed Markets (1) Source is Credit Suisse May 2006 Analyst Report 43

SG&A Cost Trends (1) -------------------- SG & A - % of Net Sales ----------------------- 21.2% 21.4% 21.6% 21.2% FY 03 FY 04 FY 05 FY 06 Key Factors: ------------ - Fuel Costs - Stock-Based Compensation (in lieu of - Pension / PRM stock options) - IT Capability & Systems Depreciation - Compliance Costs (1) Continuing Operations, excluding Special Items and for FY03, excluding Zimbabwe. 44

SG&A Costs - Industry Perspective (1) SG & A Costs - % of Net Sales % N. America Con Agra 11.9% 89% Hershey 18.9% 89% Kraft 20.8% 69% Heinz 21.2% 48% General Mills 21.5% 85% Peer Avg 24.0% 69% Campbell 24.5% 64% McCormick 26.3% 61% Kellogg's 27.7% 67% Sara Lee 28.5% 56% Wrigley 35.6% 37% (1) Source is Compustat, peer data reflects latest fiscal year. (2) Reflects FY06 results for Continuing Operations, less Special Items (1) Source is Compustat, peer data reflects latest fiscal year. (2) Reflects FY06 results for Continuing Operations, less Special Items (2) 45

Advertising Spending (1) Latest Fiscal Year Advertising - % of Sales McCormick 1.7% ConAgra 2.4% Hershey 2.6% Heinz 3.2% Kraft 3.9% General Mills 4.2% Sara Lee 4.6% Peer Avg 4.9% Kellogg's 8.4% Wrigley 11.0% Heinz Advertising Spending excluding Foodservice is 3.7% of Net Sales (1) Source is Compustat and represents advertising expense per SEC definition. Campbell's information not available. 46

SG&A Costs - Excluding Advertising (1) Estimated SG&A Excluding Advertising - % of Sales Hershey 16.3% Kraft 17.2% General Mills 17.3% Heinz 18.0% Peer Avg 19.0% Kellogg's 19.2% Sara Lee 23.9% McCormick 24.6% Wrigley 24.6% (1) Represents total SG&A spending less advertising expenses as defined by the SEC. Campbell's information not available. 47

Heinz Consumer Marketing Balance of Heinz Consumer Marketing % of Sales Avg. FY 03-06 3.1% Net Sales CAGR FY 03-06(1) 7.8%(1) Europe (ex Russia & Poland) Consumer Marketing % of Sales Avg. FY 03-06 4.1% Net Sales CAGR FY 03-06 3.4% (1) Continuing Operations, excluding Zimbabwe in FY03 48

SG&A Cost Components and Trends (1) Key Drivers - Focus on sharper price points - G&A / R&D - Pension/PRM - RSU Costs (in lieu of options) - Sarbanes Oxley 404 - Systems Capability - Global R&D Center - S & D - Fuel Costs at $61/barrel vs. $29/barrel (1) Continuing Operations excluding Special Items, and for FY03, excludes Zimbabwe SG & A Components 21.2% 21.2% Mktg. Mktg. 3.9% 3.1% G&A / R&D G&A / R&D 7.8% 8.4% S&D S&D 9.5% 9.7% FY 03 FY 06 49

Pension Costs and Post-Retirement Medical Total Pension / PRM Costs - $MM $45 $113 FY 03 FY 06 COGS $28 $60 === === G&A $17 $53 --- --- --- 50

G&A Expenses(1) 5.3% 8.9% FY06 Total Heinz G&A Operating Unit G&A - % of Sales $726 8.4% 8.9% 5.3% $351 4.1% $375 4.3% Other Costs People Costs Total Spending % of Sales Europe Rest of Heinz (1) Excluding Special Items 51

Total Headcount - Net Sales to Total Headcount FY 00 FY 03 FY 06(2) Total Employees 48,000 45,000 42,000 39,000 36,000 33,000 30,000 Net Sales per Head ($M) 300 280 260 240 220 200 180 160 140 120 Total Headcount(1) Sales per Head (1) Headcount reflects the number of employees at fiscal year-end (2) FY06 Sales reflect Continuing Operations; FY06 Headcount excludes Zimbabwe. 52

Executive Headcount - Net Sales per Executive(1) Total Employees 450 400 350 300 250 200 150 100 Net Sales per Head ($MM) 40 35 30 25 20 15 10 5 0 FY 00 FY 03 FY 06 Executive Headcount Net Sales per Executive(2) (1) Executives include Director Level and above employees (2) FY06 Sales reflect Continuing Operations 53

Sales Per Employee Sales per Employee - FY 06 $M Sales per Employee(1) --------------------- HJ Heinz $261 Peer Avg. $324 $71 $391 Emerging Markets Developed Markets - The Average for Our Developed Markets Significantly Exceeds that of Peer Companies - Indonesia Sales per Employee of $40M, but Operating Income Margin is in-line with Heinz Average (1) Peer Average source is CompuStat and Heinz excludes Zimbabwe 54

Labor/Benefit Costs Per Employee Labor / Benefit Costs Per Employee - FY06 $6,300 $64,000 Emerging Markets Developed Markets Factories: 32 59 == == Employees: 13,500 19,600 ====== ====== 55

RICIP Profitability (1) FY 07 --------------------------------------------------------------------- Sales $700+ Million Operating Margin 10 - 11%(2) Economic Profit $20 Million (1) Russia, India, China, Indonesia & Poland (2) RICIP Operating Margin, excluding Russia, is targeted at approximately 13% 56

Profitability 57

Operating Income - FY03 to FY06 Continuing Operations - Excluding Special Items ($MM) (1) 1,171 0 179 1,350 FY03 Europe Rest of Heinz FY06 CAGR: 0.0% 8.5% 4.8% === === === (1) Excludes Zimbabwe from FY03 58

EBIT Margin Results(1) Heinz vs. Peer EBIT Margins(2) 15.4% 15.7% Heinz Peer Avg. FY06 Latest Fiscal Year (1) Continuing Operations, excluding Special Items (2) Source of Peer information is Compustat 59

EPS - Continuing Operations Excluding Special Items (1) DLM Spin-off Non-Core Sales Non-Core DLM Sales $2.39 Spin-off $2.20 $2.34 $2.10 FY 02 FY 03 FY 04 FY 05 FY 06 Disc. Ops 0.00 0.25 0.07 0.05 0.59 Special Items (0.03) (0.46) 0.00 (0.26) (0.80) Reported EPS(2) 2.36 1.82 2.27 2.13 1.89 (1) As discussed at each fiscal year-end (2) Total Company, including Discontinued Operations 60

Cash Flow 61

Cash Conversion Cycle 92 75 64 58 56 FY02 FY03 FY04 FY05 FY06 QOWC ($MM) 2,038 1,380 1,187 1,167 1,041 We Have Led the Industry in Reducing Working Capital 62

63 Operating Free Cash Flow ($MM) (1) 95 678 752 1,017 920 844 FY 01 FY 02 FY 03 FY 04 FY 05 FY 06 % of Sales 1.0% 7.2% 9.1% 12.1% 10.3% 9.8% === === === ==== ==== === (1) Cash flow from operations, less capital spending as reported in 10K at end of each fiscal year. 63

Returns to Shareholders ($MM) Dividends Share Repurchase Spin-off Dividend 1,774 550 690 1,231 1,252 170 291 823 522 380 399 408 FY 03 FY 04 FY 05 FY 06 % of OFCF 236% 54% 75% 146% === == == === % of Market Cap. 17% 4% 5% 9% === == == === We Have Returned Over $4.2B to Shareholders (1) Operating free cash flow. (1) Operating free cash flow. 64

We Have Retained Financial Flexibility, Even After Returning $4.2B to Shareholders Debt Position $MM (1) Cash Net Debt 4,961 4,849 4,509 4,413 802 1,180 1,084 445 4,159 3,669 3,425 3,968 FY 03 FY 04 FY 05 FY 06 Debt/EBITDA 3.3 3.0 2.8 2.8 === === === === Net Debt/EBITDA 2.8 2.3 2.1 2.5 === === === === (1) Excludes the value of interest rate swaps 65

Use of Leverage Latest Fiscal Year Net Debt / EBITDA (1) 2.5 1.8 Heinz Peer Average (1) Source of Peer Information from Compustat 66

ROIC Analysis ROIC Analysis Heinze ROIC Peer ROIC(1) 12.6% 14.5% 15.1% 16.2% 10.9% 11.7% ------------------------------------------ --------------------------------------------------------- Total Company Total Company Reported Excl. Reported Excl. Reported Excluding Special Items Special Items Special Items ------------------------- -------------------------- (1) Peers include Wrigley, Hershey, Campbells, Kellogg, McCormick, General Mills, Sara Lee, ConAgra and Kraft. (2) Weighted by invested capital. 67

JUNE 1, 2006 William R. Johnson ------------------------------------------------------------------------------- Chairman, President and CEO H.J. Heinz Company 68

Heinz Superior Value and Growth in FY07 and FY08 69

Superior Value and Growth Plan Reduce Costs to Improve Margins Grow the Core Portfolio Generate Cash to Deliver Superior Value 70

Superior Value and Growth Plan Key Operational Initiatives --------------------------- Reduce Costs to - Reduce SG&A costs Improve Margin - Optimize trade spend - Integrate the global supply chain Grow the Core - Increase innovation Portfolio - Reinvest in our business - Accelerate growth in foodservice - Grow in emerging markets: RICIP Generate Cash - Improve working capital to Delivery - Prioritize capital spending Superior Value - Optimize capital structure and payout policy 71

Superior Value and Growth Plan Key Operational Initiatives --------------------------- Reduce Costs to - Reduce SG&A costs Improve Margin - Optimize trade spend - Integrate the global supply chain Grow the Core - Increase innovation Portfolio - Reinvest in our business - Accelerate growth in foodservice - Grow in emerging markets: RICIP Generate Cash - Improve working capital to Delivery - Prioritize capital spending Superior Value - Optimize capital structure and payout policy 72

73 We Are Targeting $60MM of SG&A Productivity in FY07 Cost Savings ------------ $MM ---------- Payroll Reductions 30 Indirect Procurement 20 Distribution Network Optimization 10 ---------- Total 60 Investments/Cost Headwinds -------------------------- $MM ---------- Increased R&D Double-Digit Marketing 50 Wage Inflation 10 New LTIP 10 Increased Fuel Costs $65/bbl 73

74 Continue to Optimize Deals and Allowances Heinz Trade Spend as a Percentage of Gross Sales, FY03 vs. FY06 19.8% 18.1% -170 bps FY03 FY06 74

Deals and Allowances - U.S. Retail 21.2% 19.9% 18.0% North American Heinz U.S. CP Heinz U.S. CP Food Industry FY03 FY06 Average Source: Cannondale Associates Source: Cannondale Associates 75

Global Trade Spend Summit 76

Plan to Reduce Trade Spending by 90bps in FY07 Key Initiatives ---------------------------------- D&A % of Sales FY06 FY07 -------------- ---- ---- Rest of Heinz 15.0% 14.7% - Now entering 4th year of Trade Optimization Plan Europe 23.3% 21.8% - Applying global model to Europe Deals and Allowances-- % of Sales(1) 18.1% 17.2% FY06 FY07 Reduction of $145MM FY07/08 (1) Continuing Operations 77

78 Supply Chain Composition $ Billions ---------- COGS 5.4 Distribution 0.6 ---------- Total Costs 6.0 ------------------------------------------------------------------------------- Total Plants 91 78

IBM Business Consulting Services Procurement Assessment - Best in class on Strategic Procurement and Supplier Relationship Management - Biggest opportunity is in indirect... particularly outside the Supply Chain 79

Global Supply Chain Initiatives Initiatives Savings ($MM) ----------- ------------- - Leverage direct and indirect procurement 120 80

Continuous Improvement and Waste Reduction 81

Global Supply Chain Initiatives Initiatives Savings ($MM) ----------- ------------- - Leverage direct and indirect procurement 120 - Expand Six Sigma 30 82

Global Supply Chain Initiatives Global Initiatives Savings ($MM) ----------- ------------- - Leverage direct and indirect procurement 120 - Expand Six Sigma 30 - Exit 15 factories 15 --- Total COGS Savings 165 83

We Expect to Improve Gross Margin by More Than 100bps in FY07 Net Price Inflation Productivity Mix 36.8%(1) 0.6% (1.6%) 1.9% 0.4% 38.1% 2006 2006 (1) Continuing Ops. Ex. Special Items. (1) Continuing Ops. Ex. Special Items. 84

Plan to Reduce Costs to Improve Margins Savings ($ MM) -------------- Focus Area FY07 FY08 Total ------------------------------------------------------------------------------- D&A 95 50 145 COGS 165 100 265 SG&A 60 30 90 Savings ($ MM) Total cost savings of $355MM over the next two years 85

Superior Value Superior Value Key Operational Initiatives --------------------------- Reduce Costs to Improve Margins - Reduce SG&A costs - Optimize trade spend - Integrate the global supply chain Grow the Core Portfolio - Increase innovation - Reinvest in our business - Accelerate growth in foodservice - Grow in emerging markets: RICIP Generate Cash to Deliver Superior Value - Improve working capital - Prioritize capital spending - Optimize capital structure and payout policy 86

New Product Pipeline 87

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New Product Pipeline 90

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New Product Pipeline 99

Health and Wellness 100

New Line of Health and Wellness Related Infant Foods Energy Underweight Convalescent Pre-term Healthy Tummy Gastro-intestinal problems Diarrhoea - Constipation Reflux Sleep Sleeping problems Hypoallergenic Intolerances Allergies 101

Italy - Plasmon Latest Latest Latest Vs. Prior 52 Week 26 Weeks 13 Weeks April Period Vs. LY Total Plasmon 50.7 51.5 52.9 54.3 0.7 1.5 Plasmon Wet 44.1 44.0 45.9 49.8 4.0 2.4 Total Numico 26.5 27.1 26.1 24.5 (1.1) 0.0 Numico Wet 31.2 32.1 30.2 27.0 (3.3) (1.9) Source: Nielsen period ending 30 April 2006, Volume Share 102

Heinz Infant Foods #1 Brand in 7 Global Markets #1 #1 #1 #1 #1 #1 #1 103

Continued Commitment to Innovation R&D Spend Increases Double- Double- 12% 12% Digit Digit FY05 FY06 FY07E FY08E 104

Plan to Increase and Prioritize Marketing Investment Increasing Marketing Spend $267 $317 +$50 million +18.7% FY06PF FY07P 105

106 Plan to Increase and Prioritize Marketing Investment - Focus 75% of Marketing Spend on Top 10 Brands 25% 40% Top 10 Brands Other 75% 60% Percentage of Sales Marketing Spend U.S. Ketchup Volume and Share Growth Since 1998 Category Volume (Cases MM) Heinz All Outlet Dollar Share Category Volume Market Share 40 39 64% 38 62% 37 10 Point 60% 36 Improvement in 58% 35 Market Share 56% 34 54% 33 52% 32 50% 31 30 107

Growing Foodservice Mike Hsu President and Chief Operating Officer U.S. Foodservice 108

Heinz Ketchup - The Preferred Dipping Sauce 109

Growing Foodservice Globally Growing Foodservice Globally 110

Grow Emerging Markets at Double-Digit Rates -Heinz Core: RICIP - 40% of world's population - ~7.5% of company sales - Expected sales growth of more than 10% - 1/4 of our total sales growth in FY07 111

Successful Margin Expansion in Poland Chris Warmoth Senior VP, Heinz Asia Operating Margin (%) 20.0% 15.0% 10.0% 5.0% 0.0% 8.2% 11.2% 13.7% 15.3% 15.5% FY02 FY03 FY04 FY05 FY06 112

Superior Value and Growth Plan Key Operational Initiatives - Reduce SG&A costs Reduce Costs to - Optimize trade spend Improve Margins - Integrate the global supply chain - Increase innovation Grow the Core - Reinvest in our business Portfolio - Accelerate growth in foodservice - Grow in emerging markets: RICIP Generate Cash - Improve working capital to Deliver - Prioritize capital spending Superior Value - Optimize capital structure and payout policy 113

Generate Cash to Deliver Superior Value -Dramatically improved working capital -CCC reduced from 92 days in FY02 to 56 in FY06 -CCC target reduction of 2-3 days per year in FY07 and FY08 114

Generate Cash to Deliver Superior Value -Prioritize capital spending -Target only highly strategic acquisitions Capex as Percent of Sales 3.0% 2.7% 2.5% FY03-FY06 Average FY07E-FY08E 115

FY07 Dividend Increase $1.40 $1.20 +16.7% FY06 FY07 - Dividend payout ratio of approximately 60% 116

Generate Cash to Deliver Superior Shareholder Value -Nearly $2 billion returned to shareholders in FY05 and FY06 in dividends and share repurchases -Nearly $2 billion to be returned in FY07-FY08 117

FY07 Financial Targets(1) Net Sales Growth 3-4% Operating Income Growth 8% + EPS Growth 10% Operating Free Cash Flow $800MM (1) Projected growth off Pro forma base 118

FY07 Operational Targets Reduce D&A $95MM Exit Additional Plants 15 Reduce Headcount 2,700 R&D Increase Double digit Increase Marketing $50MM 119

Heinz Board of Directors -Talented, diverse, engaged and independent Board -ISS rating of 99.2% -Top ten among S&P 500 companies -Top ISS governance rating in the S&P food group 120

JUNE 1, 2006 Dave Moran President and CEO North American Consumer Products Executive Vice President H. J. Heinz Company 121

NA Consumer Products STRONG Q4 PERFORMANCE % Change Q4 FY06 Cases +17% Net Sales +16% Operating Income +19% 122

NA Consumer Products FY'06 FULL YEAR PERFORMANCE FY05 FY06 Change vs. FY05 % Change Cases 145.6 163.6 18.0 +12.4% Net Sales $2,256.9 $2,554.1 $297.2 +13.2% Operating Income $530.4 $590.0 $59.6 +11.2% HNA OFCF* $401.6 $654.4 $252.8 +62.9% * Includes U.S. Foodservice * Includes U.S. Foodservice 123

Net Sales 8 Consecutive Quarters of Growth 120 115 110 105 100 95 90 FY04 FY05 FY06 5 Quarters of Double-Digit Growth 124

Operating Income Profit Growth in 11 of 12 Quarters 130 125 120 115 110 105 100 95 90 FY04 FY05 FY06 10 Consecutive Quarters of Growth 125

Financial Turnaround NORTH AMERICAN CONSUMER PRODUCTS FY03 FY06 Change CAGR . NACP Cases 138.2 163.6 +25.4 +6% Net Sales $2,114.0 $2,554.1 +$440.1 +7% Operating Income $452.5 $590.0 +$137.5 +9% SG&A 20.2% 18.1% -210 bpts -4% D&A 21.1% 17.5% -360 bpts -6% $ Sales/Salaried $1.57 $2.01 +$0.44 +8% Employee HNA* OFCF $528.4 $654.4 +$126.0 +7% QOWC 15.0% 10.7% -430 bpts -11% * Includes U.S. Foodservice * Includes U.S. Foodservice 126

Why We Are Winning... 1. Better People - 385 new - 425 promoted - 400 moved on - Stable leadership now in place - 8 of 9 direct reports in place for 3+ years - 2/3 of CP organization in place for 3 years 127

Why We Are Winning... 2. Strong Brands ALL-TIME Record Highs FY06 $ $ HH All Outlet Cases Sales Profit Loyalty Pen. $ Share Position Ore-Ida +11% #1 Smart Ones +21% #2 Heinz Ketchup +4% #1 Snacks o Delimex o TGIF +16% #1 o Bagel Bites Classico +10% #1 Heinz Gravy +8% #1 Share Position "All-Time Record" defined as past 20 years, or as available 128

Why We Are Winning... 3. Idea-Oriented, Highly-Focused Organization - Close to the Consumer - CP Blueprint - Structural Alignment Across the P&L and Balance Sheet - Clear Visibility - Accountability - New Capabilities, Systems and Processes Taste, brand equity, label, package, innovation, Consumer Benefits in-store conditions Proposition f --------- = -------------------------- Price Shelf & promoted price 129

Ore-Ida: CP Blueprint In Action FY03-06 Performance CAGR Cases +10% .. Record Cases Net Sales +8% .. Record Sales Direct Income +11% .. Record Income .. LB Share: +3pts .. Household Penetration: +3pts .. Retail Distribution: +17% 130

Ore-Ida: CP Blueprint In Action KEY DRIVERS KEY DRIVERS 1. Better Taste 2. Better Package 3. Strong Support 4. Robust Innovation Pipeline Extra Crispy Easy Fries Roasted 131

Smart Ones: CP Blueprint In Action FY03-06 Performance CAGR Cases +2% .. Record Cases Net Sales +5% .. Record Sales Direct Income +9% .. Record Income KEY DRIVERS Better Taste Better Package Strong Support 51% of Volume New/Improved! 132

Smart Ones: CP Blueprint In Action Robust Innovation Pipeline New Lunches New Desserts New Snacks New Breakfasts 133

Heinz Ketchup Continues to Grow Heinz @ 45% Value Share Heinz @ 60% Value Share Category Volume 40 38 36 34 32 30 28 26 24 22 20 Market Share 70.00% 65.00% 60.00% 55.00% 50.00% 45.00% 40.00% 35.00% 30.00% Ketchup Category (Cases MM) Heinz Retail $ Share Data Source: AC Nielsen House Hold Panel and Scan Data 134

Changing The Game on Ketchup ... ... From a Position of Strength 3-Yr. CAGR Net Sales +7% Direct Income +11% - FY06 - Record Cases: +4% - Record Dollar Share: +1.3 pts - Record Loyalty: +2.7% 135

Driving Growth in Ketchup Category is expandable INSIGHT .. Ketchup is Mom's helper .. More on hand, more they use .. Smaller sizes force Moms to ration o 24oz to 36oz consume +44% more o ... from 24oz to 46oz consume +78% more 136

5-Step Plan 1. New Fridge Door Fit - 46 oz and 64 oz - 70/30 win with consumers 2. Re-set the Shelf - Large size & innovation in the "sweet spot" - Smaller sizes to the bottom 137

5-Step Plan 3. Waterfall Pricing - Reward most loyal users Price Per Oz. 24 oz 7.5(cent) 36 oz 6.9(cent) 46 oz 6.5(cent) 4. No more small-sized promotions - Merchandising: - 36 oz - 32 oz Top-Down - 46 oz & 64 oz Fridge Door Fit 138

5-Step Plan 5. Broad, Integrated Marketing Plan Behind Fridge Door Fit - TV Advertising - Fridge Fit - Tie-in with Restaurant Consumption - In-Store Co-Marketing Tie-ins to expand usage with Host Foods - Cross-Selling via back labels and Foodservice packets - 1 Billion Impressions 139

Reductions to Revenue (Deals, Coupons, Demo's, Co--Marketing) Strategic tool used to complement other marketing levers On Strategy Off Strategy ----------- ------------ - Build Trial - Off-set list price - Announce innovations - "Rent" share - Drive key holidays - Buy volume - Customer Co-Marketing ------------------------------------------------------------------------------- Focus and Progress in NACP '03 --> '06 --> '08 Goal % of GSV 21.1% 17.5% or -17% 16.0% -150 pts -360 bpts 140

SG&A CP Strategy: Invest in Intangible Assets Competitive, Sustainable Advantage On Strategy Off Strategy ----------- ------------ - People - Hard assets - Brands - Back of house functions - Ideas - Capabilities Focus and Progress in NACP '03 --> '06 --> '08 Goal % of NSV 20.2% 18.1% or -10% Flat at 18.0% -210 bpts 141

Gross Margin Key CP Principles o Consolidate manufacturing footprint - Utilization +20% in 3 years o Six Sigma throughout all of NA o Value engineering / global sourcing o Aggressively manage mix, SKU's and customer profitability Focus and Progress in NACP '03 --> '06 --> '08 Goal % of NSV 41.0% 41.0% 42.0% +100 bpts 0 bpts 142

FY07 Innovations Consumer Benefit CP Innovations ---------------- -------------- Taste & Quality Convenience Better For You New Forms 143

'07 Expectations - Another record year - Cases - Sales - Profit - Right people... - Working against the right things - Delivering results Expect a Very Strong Q1 144

JUNE 1, 2006 Scott O'Hara ------------------------------------------------------------------------------- EVP, President and CEO Heinz Europe H.J. Heinz Company 145

FY06 European Business Profile -20% 37% 40% 17% 18% 54 days 44 days -$630mn up 300 basic points up 120 basis points down 10 days Net Sales Gross Margin Operating Margin CCC Pre Divestiture(1) Pro forma (1) Total Europe reported including discontinued operations 146

Plants and Employees 34 27 15,150 9,500 reduced 7 plants reduced 5,650 employees Plants Employees Pre Divestiture Pro forma Includes 2 plants acquired with the HP acquisition 147

2007 Transformation 1. People 2. Process 3. Product 148

Significantly Upgraded Leadership WESTERN EUROPE ITALY UK & IRELAND Roel van Neerbos Stefano Clini David Woodward President President President Hein Schumacher Gianmarco Serrano Suzanne Douglas Chief Financial Officer Chief Financial Officer Chief Marketing Officer Mariken Kimmels-Mares Allesandro Felici Garry Price Marketing Director Benelux Vice President Marketing Chief Financial Officer Bas Boswinkel John Hans Sales Director Benelux Vice President Sales Albert Moncau Managing Director Iberia & France 149

Europe - Process & Systems o Heinz Business Management (HBM) o Remove silo thinking o More efficient organization o Heinz Innovation Model (HIM) o Best practice o Shared learning o Supply chain and back office o Committed to deliver supply chain and back office synergies o Standardize processes o System enabled 150

Europe - Systems o SAP implemented in UK and Ireland o Basis for European roll out by end of 2008 o MEI trade promotion management system o D&A efficiency (150bps improvement in FY07) o Manugistics production planning o Inventory management 151

Europe - Heinz Ketchup Market Market 52 Week Change Size Value vs. LY Share UK $199.0 79.2 +0.8 Germany* $345.0 35.4 +1.7 France $77.4 31.5 -0.2 Sweden $43.4 28.8 -0.8 Denmark $35.8 36.9 +1.4 Netherlands $19.9 63.5 +0.9 Belgium $18.8 73.9 +1.3 Europe $915.0 37.1 +0.9 * Ketchup, Curry Gewurz and Condiment Sauces 152

Italy - Plasmon Latest Latest Latest Vs. Prior 52 Week 26 Weeks 13 Weeks April Period Vs. LY Total Plasmon 50.7 51.5 52.9 54.3 0.7 1.5 Plasmon Wet 44.1 44.0 45.9 49.8 4.0 2.4 Total Numico 26.5 27.1 26.1 24.5 (1.1) 0.0 Numico Wet 31.2 32.1 30.2 27.0 (3.3) (1.9) Source: Nielsen period ending 30 April 2006, Volume Share 153

For Infants with Problems or Worries (50% of Italian baby population) Energy Healthy Tummy Sleep Hypoallergenic Underweight Gastro-intestinal Sleeping Intolerances Convalescent problems problems Allergies Pre-term Diarrhoea - Constipation Reflux 154

Five To Drive - Europe 1. Strengthen leadership position in Italy Infant Nutrition o Innovation o Marketing 2. Returning UK to growth o Leverage big brands / innovation o Flawless in store execution o New SAP platform 3. Disproportionate growth in Eastern Europe 4. Reduce costs to improve margins 5. Improve cash flow 155

Russia & Poland o NSV +22% o OI +21% o McDonald's launch in Russia o Innovation o In store excellence 156

FY 2007 Plan +3.0% 40% 42% 18% 19% 44 days 42 days +$90mn up 160 basis points up 120 basis points down 2 days Net Sales Gross Margin Operating Margin CCC 157

FY 2007 Plan Drivers 17.6% 17.1% 23.3% 21.8% 3.7% 4.3% down 50 basis points down 150 basis points up 60 basis points SG&A(1) D&A(2) Advertising(1) (1) % of Net Sales (2) % of Gross Sales 158

Plants and Employees 27 23 9,500 8,900 reduce 4 plants reduce 600 employees Plants Employees 2006 2007 159

Summary o Significantly upgraded leadership team o Process and system enablers o Product is the hero 160

FINANCIAL REVIEW YEAR - END FY06 Art Winkleblack ------------------------------------------------------------------------------- Executive Vice President and CFO H.J. Heinz Company 161

Financial Projections FY07 - FY08 162

P&L Goals FY06 Growth vs Pro forma FY06 --------------------- ------------------------ Cont. Ops Pro forma FY07 FY08 --------------------- ------------------------ Sales ($MM) 8,643 8,400 +3-4% 4%+ Gross Margin 36.8% 37.4% 38.1% 38.5% SG&A - Consumer Mktg. 3.1% 3.2% 3.6% 4.0% - Other SG&A 18.1% 18.6% 18.0% 17.5% --------------------- ------------------------ Operating Margin 15.6% 15.6% 16.5% 17.0% Tax Rate 31.4% 31.7% 30.0% 32.0% EPS ($) 2.10 2.13 2.35 2.54% 163

Cash Flow Goals FY06 FY07 FY08 ---- ---- ---- Cash Conversion Cycle (Days) 56 53-54 51-52 Capital Spending (% Net Sales) 2.5%(1) 2.5-3.0% 2.5-3.0% Disposal of P.P. & E. ($MM) 19 25 20 Operating Free Cash Flow ($MM)(2) 863 800 850 Dividends ($) 1.20 1.40 +-60% Payout Ratio Share Repurchase 823 --$1 Billion-- (1) Calculated on aa total company basis.. (2) Cash from operations less Capex net of proceeds from the disposal of PP&E. 164

Balance Sheet Expectations Pro-forma FY07 FY08 EBITDA ($MM) 1,560 1,675 1,790 Debt/EBITDA (x) 2.8 2.7 2.6 OFCF/Debt 20%(1) 17% 18% After-Tax ROIC 14.5%(2) 15.5% 16.0% Maintain Investment Grade Credit Rating (1) OFCF Base on Total Heinz including Discontinued Operations (2) Total Heinz organic including discontinued operations 165

Heinz 166

SAFE HARBOR PROVISIONS FOR Heinz FORWARD-LOOKING STATEMENTS: ------------------------------------------------------------ This presentation 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: o sales, earnings, and volume growth, o general economic, political, and industry conditions, o competitive conditions, which affect, among other things, customer preferences and the pricing of products, production, energy and raw material costs, o the ability to identify and anticipate and respond through innovation to consumer trends, o the need for product recalls, o the ability to maintain favorable supplier relationships, o currency valuations and interest rate fluctuations, o change in credit ratings, o the ability to identify and complete and the timing, pricing and success of acquisitions, joint ventures, divestitures and other strategic initiatives, o approval of acquisitions and divestitures by competition authorities, and satisfaction of other legal requirements, o the ability to successfully complete cost reduction programs, o the results of shareholder proposals, o the ability to limit disruptions to the business resulting from the emphasis on three core categories and potential divestitures, o the ability to effectively integrate acquired businesses, new product and packaging innovations, o product mix, o the effectiveness of advertising, marketing, and promotional programs, o the ability to maintain sales growth while reducing spending on advertising, marketing and promotional programs, o supply chain efficiency, o cash flow initiatives, o risks inherent in litigation, including tax litigation, and international operations, particularly the performance of business in hyperinflationary environments, o changes in estimates in critical accounting judgments and other laws and regulations, including tax laws, o the success of tax planning strategies, o the possibility of increased pension expense and contributions and other people-related costs, o the possibility of an impairment in Heinz's investments, o and other factors described in "Cautionary Statement Relevant to Forward-Looking Information" in the Company's Form 10-K for the fiscal year ended April 27, 2005. 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. 167

     Heinz will file a proxy statement in connection with its 2006 annual meeting of stockholders. Heinz stockholders are strongly advised to read the proxy statement and the accompanying WHITE proxy card when they become available, as they will contain important information. Stockholders will be able to obtain this proxy statement, any amendments or supplements to the proxy statement and other documents filed by Heinz with the Securities and Exchange Commission for free at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. Copies of the proxy statement and any amendments and supplements to the proxy statement will also be available for free at Heinz’s Internet website at www.heinz.com or by writing to H. J. Heinz Company, World Headquarters, 600 Grant Street, Pittsburgh, Pennsylvania 15219. In addition, copies of the 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 on Schedule 14A filed with the Securities and Exchange Commission on March 3, 2006.