Heinz SEC Filing ''For the Record'' Highlights Company's Achievements Over the Last Four Years, the Strength of Company's Growth Plan, and the Independence of Heinz Board of Directors

The filing, which is posted on www.heinzsuperiorvalue.com,substantiates the following:

Heinz has Dramatically Transformed the Company and DeliveredStrong Results in the Last Four Years.

-- Heinz has focused on one strategy since 2002 - concentrating on its three core categories of Ketchup and Sauces; Meals and Snacks; and Infant Food.

-- Since that strategy was launched in December 2002, Heinz's total shareholder return of 18.9 percent through February 3, 2006 has exceeded the food peer group average of 16.0 percent.

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

-- Heinz's plan is aggressive but realistic and will deliver the highest return for shareholders.

-- Heinz has an engaged, strong and independent Board of Directors, which is committed to holding management accountable and working to create value for all shareholders.

-- Heinz believes that Trian's nominees will in no way add value to Board deliberations and will put at substantial risk Heinz's ability to deliver value to all shareholders.

-- Heinz believes a closer review of Trian's nominees, with their record of shareholder lawsuits, raises the question of whether they will serve their own interests at the expense of other shareholders.

Heinz's SEC filing, entitled "For the Record," documents theCompany's accomplishments from fiscal year 2003 through fiscal year2006, including the following:

-- Heinz sharply focused its portfolio on 3 value-added categories and 11 markets;

-- Boosted U.S. ketchup share to a record 60%;

-- Generated record cash flow of $4.4 billion;

-- Streamlined the organization; and

-- Upgraded its team.

Today's Heinz filing also includes facts and details about itsaggressive but realistic Superior Value and Growth Plan for FiscalYears 2007 and 2008. Under its two-year Superior Value and Growthplan, Heinz expects to:

-- Introduce 100 new products this year and increase advertising;

-- Reduce costs by $355 million;

-- Repurchase up to $1 billion of Heinz shares;

-- Increase its annual dividend 16.7 percent to $1.40 per common share in fiscal year 2007 and maintain a 60 percent payout ratio going forward;

-- Grow EPS by 10 percent to $2.35 for fiscal year 2007 and a further 8 percent to $2.54 in fiscal year 2008.

The Heinz Board of Directors is Strong and Independent

The current Heinz Board is diverse, engaged, independent, andfocused on performance. The Heinz Board has added two new directors inthe past seven months and one-third of the Board is new within thelast three years. Additionally, the majority of the Heinz directorshave a successful record running multi-national companies and servingas Directors of other large public companies. The Heinz Board has acorporate governance rating of 97.7% from Institutional ShareholderServices (ISS), meaning the Company outperformed 97.7% of thecompanies in the S&P 500. All Heinz Directors, excluding Mr. Johnson,meet the New York Stock Exchange's standards for Board independence.

Heinz Believes That Trian Will Not Add Value to the Heinz Board orthe Heinz Shareholders

The Heinz filing includes responses by Heinz to specific claimsmade by Trian. Heinz believes Trian's proposals show a lack ofoperational proficiency on the part of their nominees, give reason todoubt their nominees' collaborative abilities, demonstrate awillingness on the part of their nominees to say whatever they need tosay to get elected, and contain repeated misrepresentations of thefacts. Specifically, the filing and Heinz's web site detail why Heinzbelieves:

-- Trian's "plan" for Heinz is vague and unrealistic

-- Trian proposes an unrealistic level of SG&A cuts based on theoretical and simplistic assumptions

-- Trian has underestimated the level of COGS savings that Heinz expects to achieve

-- Trian's proposed D&A reduction is misguided and based on vaguely sourced and inaccurate benchmarking to arrive at an irresponsibly high D&A reduction number

-- Trian proposes using Heinz as a test case for a transformation of the cost structure of the entire packaged food industry

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

-- Trian nominees have their own unrealistic plan and will not help Heinz execute its plan. Heinz believes that Trian's conduct in this situation demonstrates that they will not be constructive in helping to create value for shareholders

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

-- Trian grossly overstates the accretion of their proposed share repurchase and would leave Heinz in a worse position (See record on Cracker Barrel and Wendy's).

Heinz believes it has the right Directors on its Board, and thatall Heinz Directors have demonstrated their ability to hold managementaccountable and ensure proper development and implementation ofaggressive but realistic strategic plans. In Heinz's view, Trian'snominees would represent a single voting bloc that Heinz expects wouldact in Trian's interest, rather than the interest of all shareholders.

Peltz/Trian Nominees - Their Record of Shareholder Lawsuits andPattern of Alleged Self-Dealing That Continues to this Day

The Heinz filing, "For the Record," documents a continuingmulti-decade record of Mr. Peltz and Mr. May that includes theirrecord of:

-- Shareholder lawsuits

-- Pattern of alleged self-dealing

-- Public censure by the London Stock Exchange

Heinz believes, based on its due diligence and publicly availablecourt records and other public documents, that Messrs. Peltz and May'spast conduct raises the question of whether they will try to enrichthemselves at the expense of other shareholders. In addition, based onindependent governance assessments and other data, Heinz believes thatthe Peltz-Trian nominees fail to meet the Company's corporategovernance standards.

The Heinz filing documents the record of Mr. Peltz and Mr. May inthe cases of five public companies: Triangle Industries Inc.,Mountleigh Group plc, Triarc Companies, Inc., and more recently, CBRLGroup and Wendy's International Inc.

Heinz has submitted this filing to the SEC because the Companywants to provide all of its shareholders with facts and publicinformation about Mr. Peltz, Mr. May and Trian Group (which representstheir interests and includes their Cayman Islands-based hedge fund).Heinz believes that much of this information was not fully disclosedin the preliminary proxy statement filed on June 22, 2006 by Trianwhich is attempting, with only 5.5 percent (actually 3.9% if theholdings of the Sandell entities are excluded) of the shares of Heinz,to gain control of more than 40% of the Heinz Board with fivenominees, including Mr. Peltz, Mr. May, Mr. Peltz's son-in-law, aformer employee, and a close personal friend.

Based on its discussions with Mr. Peltz, Mr. May and Trian,Heinz's examination of their record, as well as Trian's filings inthis matter, Heinz believes that their nominees will in no way addvalue to Board deliberations. Heinz also believes that Mr. Peltz, Mr.May and Trian cannot work collaboratively, given their history ofconflict with shareholders, their conduct in this situation (includingnumerous factual misrepresentations), and their unproven track recordin situations where they own only a small minority of the outstandingshares. As previously disclosed, on May 24, 2006 the Heinz Board ofDirectors unanimously rejected the demand by Mr. Peltz, Mr. May andTrian for representation on the Heinz Board.

TRIANGLE INDUSTRIES

Mr. Peltz and Mr. May were sued by shareholders of TriangleIndustries, Inc. for allegedly using their insider positions tocheaply increase their personal stake prior to the sale of the companyto Pechiney in 1988. The lawsuits alleged that Mr. Peltz and Mr. Maycommitted fraud and breach of fiduciary duty by causing anothercompany they controlled to purchase shares from Triangle's publicshareholders for only $33.50 per share at a time when Messrs. Peltzand May knew that Pechiney was interested in acquiring the company.Pechiney ultimately acquired Triangle for $56 per share, whichresulted in an $834 million gain for Messrs. Peltz and May.

The suits alleged further that Messrs. Peltz and May's filingswith the SEC during this period represented that there were no plansor proposals to sell any material amount of assets of Triangle.

Lawsuits were ultimately settled by Messrs. Peltz and May andPechiney for at least $70 million.

THE MOUNTLEIGH GROUP AND THE LONDON STOCK EXCHANGE CENSURE

Mr. Peltz and Mr. May received a public censure by the LondonStock Exchange in 1991 for trading in shares of Mountleigh Group plcwhile they possessed unpublished price-sensitive information about thecompany. Mr. Peltz and Mr. May, who were respectively Chairman andManaging Director of this British company, were subsequently sued in1993 by a major shareholder of Mountleigh alleging common law fraud.

In May 1991, companies owned by Mr. Peltz and Mr. May sold 50% oftheir stake in Mountleigh to the Gordon P. Getty Family Trust in aprivate sale. Less than two months later, Mountleigh reporteddisappointing results and Mountleigh's stock lost over 30% of itsvalue. The London Stock Exchange later announced on August 15, 1991,the public censure of Mr. Peltz and Mr. May after determining thatthey dealt in Mountleigh securities "during the close period precedingthe release of its preliminary results; and whilst they were inpossession of unpublished price-sensitive information in relation toMountleigh's securities."

In 1993, the Getty Trust sued Mr. Peltz, Mr. May and others forcommon law fraud. Among other things, the Getty suit claimed that thedefendants misrepresented Mountleigh's financial state. Mountleighwent into receivership on May 25, 1992. The parties eventually settledfor an undisclosed amount.

TRIARC COMPANIES - FRANCHISOR OF ARBY'S RESTAURANT SYSTEM

Mr. Peltz and Mr. May returned $5 million to Triarc Companies,Inc. and surrendered 775,000 Triarc stock options in 2000 under asettlement of a class-action lawsuit that shareholders filed againstthe company's board of directors in 1997.

The lawsuit was filed after the board of Triarc, the franchisor ofthe Arby's(R) restaurant system, awarded cash bonuses and stockoptions between 1994 and 1997 to Mr. Peltz, Triarc's chairman and CEO,and Mr. May, who serves as president and chief operating officer. Inthe lawsuit, shareholders alleged that Triarc's proxy statement in1994 failed to disclose that Triarc's board "covertly reserved theright" to award Mr. Peltz and Mr. May additional compensation beyondthat approved in the 1994 plan. The plaintiffs also alleged thatTriarc's 1994 proxy statement misrepresented the value of performanceoptions to be issued under the plan as $32 million, rather than $42million.

The independent proxy voting advisor, Proxy Governance, on June 5,2006 termed executive pay practices at Triarc "excessive" and urgedshareholders to withhold votes for four directors on Triarc'scompensation committee. Proxy Governance's criticism focused on stockoptions granted to Mr. Peltz and Mr. May.

"The average three-year compensation paid to the CEO is 396% abovethe median paid to CEOs at peer companies," Proxy Governance said.

CBRL GROUP

Heinz believes that Mr. Peltz's recent involvement with CBRL Groupdemonstrates a self-interested and short-term view.

During the fourth quarter of 2005, Mr. Peltz quietly acquired a4.9% interest in Cracker Barrel's parent company, CBRL Group. In thefirst quarter of 2006, following apparent pressure from Mr. Peltz,CBRL announced strategic initiatives including a significantleveraging of the balance sheet through a Dutch auction sharerepurchase. CBRL completed the Dutch auction in May 2006, repurchasingabout 35% of its outstanding shares at $42 per share. CBRL incurredsignificant new debt and its credit rating was lowered as a result.

From SEC filings and financial industry reports, it is evidentthat Mr. Peltz sold his entire stake in CBRL by the end of the firstquarter of 2006 after less than six months as a shareholder, at alikely substantial profit for himself.

Today, CBRL shares trade at levels similar to those before Mr.Peltz's involvement and the company now carries a substantial new debtload.

WENDY'S

Trian obtained seats on Wendy's Board on March 2, 2006 - hardlyenough time, in the view of Heinz, to say that Wendy's is an exampleof a "proven track record," as claimed by Trian. In fact, on June 27,2006, Wendy's "warned that its second quarter earnings would be hurtby charges for its cost-cutting plan and lower-than-expected sales."On June 28, Wendy's debt was downgraded to "junk status" by Standard &Poor's citing, among other factors, the company's "more aggressivefinancial policy."

Heinz believes Peltz/Trian nominees fail to meet the requiredcorporate governance standards

Mr. Peltz and his nominees do not meet the qualifications andstandards for directorship or independence as set forth in Heinz'sCorporate Governance Principles. Each of the Trian nominees is anemployee, relative or close personal friend of Mr. Peltz:

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

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

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

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

In addition, the Trian nominees, if elected, would collectivelyrepresent a 42% bloc on the Heinz Board, even though Peltz and Trianown only 5.5% of Heinz shares.

Triarc received a corporate governance rating of 21.5, exceedingonly 21.5% of all companies in the S&P SmallCap 600 and ranking it inthe bottom quartile. Separately, Corporate Library gave Triarc an "F"on overall board effectiveness - the lowest possible rating.

To view this entire Heinz filing, "For the Record," visitwww.heinzsuperiorvalue.com, where shareholders may also view newsreleases and presentations regarding the Company's Superior Value andGrowth Plan.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

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

-- sales, earnings, and volume growth,

-- general economic, political, and industry conditions,

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

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

-- the need for product recalls,

-- the ability to maintain favorable supplier relationships,

-- currency valuations and interest rate fluctuations,

-- change in credit ratings,

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

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

-- the ability to successfully complete cost reduction programs,

-- the results of shareholder proposals,

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

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

-- product mix,

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

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

-- supply chain efficiency,

-- cash flow initiatives,

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

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

-- the success of tax planning strategies,

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

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

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

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

On June 15, 2006, Heinz filed a preliminary proxy statement inconnection with its 2006 annual meeting of shareholders. Prior to theannual meeting, Heinz will furnish a definitive proxy statement to itsshareholders, together with a WHITE proxy card. Heinz shareholders arestrongly advised to read Heinz's proxy statement as it containsimportant information. Shareholders may obtain Heinz's preliminaryproxy statement, any amendments or supplements to the proxy statementand other documents filed by Heinz with the Securities and ExchangeCommission for free at the Internet website maintained by theSecurities and Exchange Commission at www.sec.gov. Copies of thedefinitive proxy statement and any amendments and supplements to thedefinitive proxy statement will also be available for free at Heinz'sInternet 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 Heinz's proxy materials may be requested bycontacting our proxy solicitor, MacKenzie Partners, Inc. at (800)322-2885 toll-free or by email at proxy@mackenziepartners.com.Detailed information regarding the names, affiliations and interestsof individuals who are participants in the solicitation of proxies ofHeinz's shareholders is available in Heinz's preliminary proxystatement filed with the Securities and Exchange Commission on June15, 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.