Exhibit 10(a)(xxxvii)**GENERAL RELEASE**          I, Joseph Jimenez, Jr., hereby acknowledge that my employment with the Company (which isdefined to include H.J. Heinz Company, Heinz Management L.L.C., H.J. Heinz Company Ltd. and each oftheir related companies, subsidiaries and affiliates) will end effective on the date as provided inthe Memorandum, dated April 28, 2006, from Steve Clark of the Company to me (hereinafter, the“Memorandum”).          I further acknowledge that I have studied and understand the Memorandum which, together withits attachments, describes the *Enhanced Severance Package*that has been offered to me in exchangefor my execution of this General Release. After giving it due consideration, and without any undueinfluence, pressure, or coercion, I elect to accept the *Enhanced Severance Package*. I acknowledgethat the *Enhanced Severance Package*is in addition to those benefits to which I am otherwiseentitled under Company policies and practices, and that it would not be available to me without thebenefit of this General Release.          Therefore, in exchange for the *Enhanced Severance Package*which is to be paid by the Companyto me, I have signed this General Release and agree to irrevocably and unconditionally release anyand all claims that I may have against the Releasees, as described below.**W****aiver Of Claims**          The Releasees are the Company (Heinz Management L.L.C., H.J. Heinz Company, H.J. HeinzCompany, Ltd. and each of their related companies, subsidiaries, divisions and affiliates, and,with respect to each such entity, all of its past and present employees, officers, directors,agents, invitees, attorneys, insurers, employee benefit plans, funds, programs, or arrangementsproviding pension, welfare, and fringe benefits and their respective administrators, and theirsuccessors and/or assigns, jointly and individually, all in such capacities. I, on behalf ofmyself, my heirs, executors, administrators, successors, and assigns, and intending to be legallybound, do hereby expressly and unconditionally release and forever discharge the Releasees of andfrom any and all claims, rights, demands, costs, actions, causes of action, obligations, damages,and liabilities (hereinafter “Claims”), whether known or unknown, of whatever kind or nature, thatarose on or before the date I signed this General Release, including, but not limited to, allClaims arising out of or in any way related to my employment with the Company or any Releasedentity, the terms and conditions of my employment with the Company or any Released entity, thetermination of my employment with the Company or any Released entity, and the continuing effectsthereof. I intend that this General Release include, but not be limited to, the discharge andrelease by me of the following Claims against any Releasee:
 

 
          (i) all Claims under any legal, equitable, statutory, contractual, common law, or tort theory,such as Claims for wrongful or constructive discharge, physical or personal injury, infliction ofemotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation,invasion of privacy, interference with contract or with prospective economic advantage, breach ofexpress or implied contract, breach of covenants of good faith and fair dealing, and similar orrelated Claims;          (ii) all Claims under any federal, U.K., English, European Union, state, or local law,statute, ordinance, regulation, or executive order that prohibits employment discrimination,harassment, or retaliation based on religion, national origin, ancestry, marital status, sex,sexual orientation, age, race, color, handicap, disability, retaliation, or any othercharacteristic proscribed by law or activity protected by law, including but not limited to the AgeDiscrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; Executive Order11141; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991, 42 U.S.C. §1981;the Equal Pay Act; the Americans with Disabilities Act; Sections 503 and 504 of the RehabilitationAct of 1973; the Pennsylvania Human Relations Act; the Pittsburgh City Code; Sex Discrimination orVictimization under the Sex Discrimination Act of 1975; and any other federal, state, or local law,and any amendments thereto, that prohibits employment discrimination, harassment or retaliation ofany kind;          (iii) all Claims under federal employment statutes, such as the Family and Medical Leave Actof 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act of 1938,and any other federal laws relating to employment, such as veterans’ reemployment rights laws;          (iv) all Claims under any other federal, U.K., English, European Union, state or local lawsthat restrict an employer’s right to terminate employees or otherwise regulate employment,including but not limited to the Pennsylvania Wage Payment and Collection Law;          (v) any Claims for or relating to the payment of back or front pay; the recovery ofcompensatory, liquidated or punitive damages; the receipt of or entitlement to medical benefits,compensation, stock options, deferred compensation, bonuses, lost wages, unused accrued vacation,sick pay, or short-term or long-term disability benefits; the payment of severance under anyCompany plan or similar benefits or for post-employment health or group insurance benefits; therecovery of the fees, costs, or expenses of any attorneys who are or who have represented me inconnection with this General Release; and any other matters that have or which could have beenasserted by me or on my behalf against any Releasee;          (vi) any claims arising under U.K., English or European Union law, regulations orrequirements, including the following: unlawful deductions from wages under the Employment RightsAct 1996; unfair dismissal under the Employment Rights Act 1996; sex discrimination orvictimization
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under the Sex Discrimination Act 1975; a claim under or relying on the Equal Pay Act1970 or Article 141 of the Treaty of Rome; a claim for detriment suffered under part V of theEmployment Rights Act 1996; a breach of the Working Time Regulations 1998 and damages under theData Protection Act 1998.          This Agreement is intended to be binding and satisfy the conditions regulating CompromiseAgreement and Compromise Contracts under the Equal Pay Act 1970, the Employment Rights Act 1996,the Sex Discrimination Act 1975, the Working Time Regulations 1998 and the Public InterestsDisclosure Act 1998.          I understand that I am releasing Claims that I may not know about. That is my knowing andvoluntary intent, even though I recognize that someday I might learn that some or all of the factsI currently believe to be true are untrue and even though I might then regret having signed thisGeneral Release. Nevertheless, I am assuming that risk and agree that this General Release shallremain effective in all respects in any such case. I expressly waive all rights that I might haveunder any law that is intended to protect me from waiving unknown claims and I understand thesignificance of doing so.          **I understand that this General Release shall not include any Claims that I might have relatingto or arising out of the enforcement of this General Release or the Memorandum or to any Claim forany benefits vested under any Heinz-sponsored employee benefit plan, any Claim for unemploymentcompensation benefits, any Claim which may arise or accrue after I sign this General Release, orany Claim that is not subject to waiver as a matter of law or any rights to indemnification ordirectors and officers liability insurance.****Covenant Not To Sue/No Further Employment**          I represent that I have not filed or caused to be filed, and I agree that I will not file orcause to be filed, any lawsuit of any kind arising out of or relating to my employment with theCompany, the terms and conditions of that employment, or the termination of that employment. Iunderstand, though, that this General Release does not prohibit me from filing an administrativecharge of alleged employment discrimination, harassment, or retaliation under Title VII of theCivil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans withDisabilities Act of 1990, or the Equal Pay Act of 1963. However, I represent that I have not todate filed or caused to be filed any such administrative charge and, further, I agree that I herebywaiver any right to monetary or other recovery should any federal, state, or local administrativeagency or any English, U.K. or European Union agency or court pursue any claim on my behalf arisingout of or relating to my employment with the Company,the terms and conditions of that employment, or the termination of that employment. Thismeans that by signing this General Release, I have waived any right I had to obtain a recovery ifan administrative agency pursues a claim against the Company or any of the Releasees based on anyaction taken by the
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Company or any of the Releasees up to the date of my signing of this GeneralRelease and that I will have released the Company and the Releasees of any and all claims of anynature arising up to the date of my signing of this General Release.**Confidentiality/Non-Disparagement**          I acknowledge that during my employment with the Company I learned, conceived, discovered, orinvented ideas, inventions, improvements, trade secrets, discoveries, formulas, recipes, standards,processes, and packaging relating to products that the Company or any of its Affiliates produced,manufactured, sold, marketed, distributed, delivered, or had developed or has in development by orfor it (“Product Information”). I also acknowledge that during my employment I learned certaininformation regarding the business, organization, sales, marketing, and distribution techniques andplans, financial data, and other information regarding the affairs of the Company and itsAffiliates (“Company Information”). All Product Information, whether of a patentable nature ornot, and all Company Information constitutes the sole and absolute property of the Company. TheCompany is and shall be the sole and absolute owner of all patent and other rights in connectionwith such Product Information and Company Information. I always shall keep all Product Informationand Company Information secret from everyone and shall not use it for my purposes or disclose suchmatters to anyone except to Company personnel and to others as the Company authorizes. I shall notdivulge, furnish, or make accessible any other confidential information I acquire as a result of orin connection with the access to and use of the Product Information and Company Information oranything relating to the same to any competitor or other person, firm, or corporation except whenthe Company authorizes me in writing to do so.          I agree that I shall not, now or any time in the future, make any disparaging statements aboutthe other or any Releasee to any past, present or future customers, employees, clients,contractors, or vendors of the Company, or any Releasee or to any news or communications media orto any other person, orally or in writing or by any other medium of communication (including butnot limited to Internet communications such as e-mails, message boards, “chat rooms” and webpostings). As used herein, the term “disparaging statement” means any communication, oral orwritten, which is critical of or derogatory towards or which would cause or tend to causehumiliation or embarrassment to or cause a recipient of such communication to question the businesscondition, integrity, product, service, quality, confidence or good character of any of thesepersons or entities. The Company agrees not to make any disparaging statements about me ifcontacted by any future employer or prospective employer. I willdirect such inquiries to the Company’s Chief People Officer. The foregoing shall not apply totruthful testimony in any proceedings or as required by applicable law.          The parties acknowledge and agree that any actual or threatened breach of the confidentialityand/or non-disparagement obligations contained in this General Release would cause
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irreparable harmto the other party, and that the other party shall be entitled to an injunction prohibiting theviolating party from committing or continuing such breach, together with all other remedies andrelief available at law or in equity or under this General Release. The parties also agree thatany such action for injunctive or other remedy or relief may be brought by the Company in theFederal District Court or any state court in Pittsburgh, Pennsylvania, and I accept jurisdiction ofsuch courts relating to any such remedy or relief.**R****eview and Revocation**          I acknowledge that I have been given the opportunity to consider this General Release for atleast twenty-one (21) days, which is a reasonable period of time, and that I have been advised, inwriting by the Company through this General Release to consult with an attorney in relation theretoprior to executing this General Release.          I understand that I may revoke this General Release at any time prior to the close of businesson the seventh (7th) day following the date that I sign this General Release and deliver it to theCompany. If such seventh (7th) day is a Saturday, Sunday, or legal holiday, then any revocationneed not be delivered until the next following day which is not a Saturday, Sunday, or legalholiday. Any revocation within this period must be submitted, in writing, to Steve Clark of theCompany, and state, “I hereby revoke my acceptance of my General Release”. I also understand thatI will not receive the *Enhanced Severance Package*if I revoke this General Release. If I do notrevoke this General Release, it shall, after the expiration of this 7-day period, becomeirrevocable.**D****isagreements or Disputes**          In the event that any disagreement or dispute should arise between myself and the Companyrelating to the enforcement of this General Release, or in the event that this General Release isever determined to be invalid or not enforceable with respect to any Claim or Claims or in anyjurisdiction or before any court, then I and the Company acknowledge and agree that any suchdispute, disagreement or Claim will be submitted by me or the Company, as applicable (but the withthe exception of enforcement of the confidentiality and non-disparagement obligations as providedabove which, at the Company’s or my option (depending on whose rights were violated), may bebrought in court), to final and binding arbitration in Pittsburgh, Pennsylvania, pursuant to therules then in effect of the AmericanArbitration Association, before a Panel of one arbitrator who is a member of the National Academyof Arbitrators. Any arbitration shall be non-public and conducted confidentially. The decision ofsuch Panel shall be final and binding upon the Company and myself, and judgment may be enteredthereon in any court having jurisdiction. The Panel shall not have the authority to alter, delete,or add to the provisions of this Agreement and the Panel’s decision shall be based solely uponinterpretation of the
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provisions of this Agreement. Any monetary award in such arbitration, or inany other forum, court or jurisdiction in which I may seek recourse, shall be offset by amountsreceived by me from the Company in connections with my termination of employment.          I acknowledge and understand that the preceding paragraph does not require me to submit toarbitration any action challenging the validity of this General Release under the ADEA. However, Ialso understand and agree that in the event that it is determined that this General Release is notvalid or enforceable with respect to my release and waiver of rights under the ADEA, then any Claimbased on any alleged violation of my rights under the ADEA will be submitted to arbitration inaccordance with the preceding paragraph.**M****iscellaneous****A****cknowledgments**          I agree that neither this General Release nor my receipt of the *Enhanced Severance Package*shall constitute an admission by the Company that it treated me unlawfully or unfairly in any way.          I acknowledge that due to, and as a continuing effect of, the termination of my employment, myjob duties may be reassigned and that the employee or employees assuming those duties may beyounger and of a different race or gender.          I represent that, to my knowledge, I have not sustained any work-related injury during myemployment with the Company which has not been previously disclosed to the Company.          The parties acknowledge that this General Release constitutes the entire agreement between meand the Company with respect to the subject matter hereof, and that it shall be governed by andinterpreted in accordance with the substantive law of the Commonwealth of Pennsylvania, withoutregard to its choice of law provisions. This General Release may not be modified or canceled inany manner except by a writing signed by both me and an authorized Company official. Each partyacknowledges that the other has made no representations or promises to me (such as that my formerposition will remain vacant), other than those in this General Release.          The parties acknowledge and agree that if any term, condition or provision of this GeneralRelease shall be determined by a court of competent jurisdiction to be void or invalid at law orfor any other reason, then only that term, condition or provision as is determined to be invalidshall be stricken from this General Release, and this General Release shall remain in full forceand effect in all other respects.
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I acknowledge that I have carefully read the foregoing General Release,that I understand completely its contents, that I understand thesignificance and consequence of signing it, and that i intend to be legallybound by its terms. I further acknowledge that I have had a reasonable andsufficient period of time within which to consider this General Release andthat I have had the opportunity to review this General Release with counsel.I swear that I have agreed to and signed this General Release voluntarilyand as my own free will, act, and deed, and for full and sufficientconsideration.      /s/ Joseph Jimenez, Jr.     Joseph Jimenez, Jr.     April 28, 2006     Date     H. J. HEINZ COMPANY     By:   Steve Clark           Chief People Officer     Date: April 28, 2006
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