Trian Group Comments on Heinz Restructuring Plan; Seeks Minority Board Representation on Behalf of All Heinz Shareholders

The Trian Group notes that the Heinz plan announced today (titled"Superior Value and Growth Plan") is the sixth major restructuring orstrategic plan that the current management team has announced since1997, including one (titled "Growth and Innovation Plan") that wasannounced only eight months ago in September, 2005. Trian added that,despite the five plans and their respective promises, Heinz's totalshareholder returns have almost uniformly underperformed those of boththe broader market and the consumer packaged food universe since thecurrent management team began leading the Company in April 1998. Infact, total shareholder returns at Heinz have been negative over thistimeframe (-10.8%) versus 54.6% and 26.4% for the Mid-Cap Food Indexand Large-Cap Food Index, respectively. See attached Tables 1 and 2.

The Trian Group believes that the fundamental issue at Heinz todayis management accountability - specifically, the current managementteam's inability to deliver on its plans and promises to date. TheTrian Group said that if current management had executed on its fiveprior plans it believes that Heinz would now have sales ofapproximately $14 to $15 billion, would have achieved approximately$490 million in cost savings (not including savings from today's planof $355 million) and would have earnings per share (EPS) of between$4.00 and $5.00 (see attached Table 3). Instead, the Company reportedtoday 2006 fiscal year end results of $8.6 billion in sales and EPS of$2.10, down from $2.21 in fiscal year 2005.

The Trian Group notes that the new Heinz plan bears a significantresemblance to the Trian Action Plan announced on May 23, 2006 (seewww.enhanceheinz.com). Consistent with the Trian Action Plan, theHeinz plan calls for cost cutting, increased consumer marketing, areduction of deals and allowances, increased share repurchases and ahigher dividend payout. The major difference is that the Heinz plansets lower performance goals for the Company and does not consideradditional non-core divestitures.

The Trian Group believes that good corporate governance shouldmean enhanced shareholder value. Accordingly, given management's trackrecord to date in executing Heinz's five prior plans, the Trian Groupbelieves that it is in the best interest of all Heinz shareholdersthat its nominees be elected to the Heinz Board in order to holdmanagement accountable for delivering results.

The Trian Group currently intends to conduct a proxy solicitationat Heinz's upcoming annual meeting. The Trian Group's goal isestablish a minority Board presence at Heinz in order to work withHeinz management and other Heinz directors to help reestablish Heinzas a leading branded consumer products company that generates strong,consistent returns for shareholders for the benefit of all Heinzshareholders. The Trian Group has no intention of either takingcontrol of Heinz's Board of Directors or moving the Company fromPittsburgh where it has had a major corporate presence for more than100 years.

The Trian Group's five Director nominees are: Nelson Peltz, PeterW. May, Edward P. Garden, Greg Norman and Michael F. Weinstein. Theirbiographies are attached to this press release.

According to notices filed with the New York Stock Exchange,Heinz's next annual meeting is to be held on August 16, 2006. In orderto be eligible to vote for the Trian Group's director nominees at theupcoming Heinz Annual Meeting, shareholders must be shareholders ofrecord as of June 8, 2006 (and have purchased shares by June 5, 2006).

Trian is an investment management firm whose principals are NelsonPeltz, Peter W. May and Edward P. Garden. Trian seeks to invest inundervalued and under-performing public companies and prefers to workclosely with the management of those companies to effect positivechange through active, hands-on influence and involvement, which itrefers to as "operational activism." Trian's goal is to enhanceshareholder value through a combination of strategic re-direction,improved operational execution, more efficient capital allocation andstronger management focus. Trian's Principals and investment team haveextensive experience in reviving consumer brands, including the highlysuccessful turnaround of Snapple Beverage Corp. Several directorsproposed by the Trian Group have also been recently added to theWendy's International, Inc. (NYSE: WEN) Board of Directors.

Sandell (and affiliated companies) is an investment managementfirm founded by Thomas E. Sandell that focuses on global mergerarbitrage, special event equity and credit opportunity investments.Sandell is widely regarded as a leader in corporate event driveninvesting throughout North America, Continental Europe, the UnitedKingdom, Latin America, and the Asia-Pacific theatres.

Tables and Notes To Follow
Table 1: Relative Shareholder Returns
----------------------------------------------------------------------
Total Shareholder Returns(1)
----------------------------
8-Year(2) 5-Year 3-Year
----------------------------
Heinz(3) (10.8%) 2.0% 15.7%
S&P 500 28.2 1.7 59.2
Large-Cap Food Index(4) 26.4 42.0 41.0
Mid-Cap Food Index(5) 54.6 46.1 33.8

Note: All share prices used to calculate Total Shareholder Returns are
as of February 6, 2006.

Table 2: Change in Financial Performance Since 1998
($ in millions)
----------------------------------------------------------------------
Adjusted Pro Forma
April 29, May 3, Underlying Change
April 29, 1998(6) 1998(7) 2006E(8) in Performance
----------------------------------------------------

Net Revenue $9,209 $8,742 $8,400 -- $342 million
decrease in
revenue. Revenue
decline in
recent years
would have been
worse, without
considerable
help from
foreign currency
gains.

Gross Profit $3,534 $3,066 $3,142
% of Net Revenue 38.4% 35.1% 37.4%

SG&A $2,026 $1,559 $1,831 -- $273 million
increase in SG&A
and a 400 basis
point increase
in SG&A as a
percentage of
net revenue.

EBIT $1,508 $1,508 $1,310 -- $197 million
% of Net Revenue 16.4% 17.2% 15.6% decrease in EBIT
and a 160 basis
point decrease
in EBIT margin.

EBITDA $1,821 $1,821 $1,560 -- $261 million
% of Net Revenue 19.8% 20.8% 18.6% decrease in
EBITDA and a 230
basis point
decrease in
EBITDA margin
despite multiple
restructurings
and
divestitures.

EPS $2.15 $2.15 $2.13 -- Virtually no
change in EPS,
the most
directly
comparable
measure of the
change in
underlying
performance
during this
period.
Net Capital Investment (1999-2006E(9))
--------------------------------------------
Capital Expenditures $2,222
Acquisitions 3,478
Proceeds from Divestitures(10) (4,551)
Total Writedowns, Costs and Charges
from Restructurings(11) 1,942
--------
Total Net Capital Investment $3,090

Source: Historical results based on the Heinz Annual Reports on Form
10-K for the periods ended April 29, 1998 and May 1, 2002,
Company press releases and Trian estimates for the adjusted
period. Pro forma fiscal 2006 results based on Trian estimates
and Heinz's Analyst Presentation dated June 1, 2006.

Table 3: History of Past Promises
----------------------------------------------------------------------
Management's Objectives = Over- Actual Results = Under-Deliver
Promise
----------------------------------------------------------------------
-- Reach $14 - $15 billion of -- In pro forma fiscal 2006,
net sales by 2003 (Millennia, the Company is still only
1997) expected to generate
approximately 60% of targeted
sales volume

-- Increase gross profit -- Gross profit margins are in
margins to 42% over several the mid-high 30% range
years (Excel, 1999)

-- Achieve up to $490 million -- Appears that the Company
of annual cost savings will spend its highest
cumulatively (Millennia, 1997; percentage of net sales on
Excel, 1999; Streamline, 2001; SG&A in pro forma fiscal 2006
Growth and Innovation, 2005)

-- Grow EPS by 10 - 12% -- EPS is virtually unchanged
(Millennia, 1997), then since management took control
8 - 10% (Del Monte, 2002) and in April 1998
then 6 - 8% (Growth and
Innovation, 2005)

-- Simplify the business by -- The divestiture process is
divesting non-core assets (all ongoing
restructurings)

Note: "Millennia," "Excel," "Streamline" and "Growth and Innovation"
refer to management restructuring initiatives and strategic
plans. "Del Monte" refers to the spin-off of assets to Del
Monte. For additional information, see Table 7 to the Trian
Group's position paper entitled: "Results Speak Louder Than
Words: A Plan to Enhance Value at Heinz," filed with the
Securities and Exchange Commission on May 23, 2006 and available
at no charge at the Trian Group's informational website:
http:www.enhanceheinz.com.

Endnotes

---------------------------------------------

1 Total Shareholder Returns reflect changes in share price plus
dividends. All share prices used to calculate Total Shareholder
Returns are as of February 6, 2006. From February 6, 2006 through
May 19, 2006, the Company's share price rose 23%. During that time
period, we believe nothing material has changed at the Company
operationally or strategically. In addition, February 6, 2006
marked the beginning of a period during which the Company's
average daily trading volume rose significantly above historical
levels and, on or about that time, rumors began to spread of
activist involvement in the stock. Therefore, we do not believe
that shareholder returns during that period are reflective of
fundamental changes in the performance of the Company or actions
of management.
2 As of April 30, 1998, when current management began its tenure.
3 Adjusted to reflect the value of Del Monte shares received by
Heinz shareholders upon the completion of the transaction in
December 2002.
4 Includes Conagra Foods Inc., Campbell Soup Co., General Mills
Inc., Hershey Co., Kellogg Co., Sara Lee Corp., Wm. Wrigley Jr.
Company, Unilever NV, Cadbury Schweppes PLC, Nestle NA, and Group
Danone.
5 Includes Hain Celestial Group, The J.M. Smucker Company, Lance
Inc., McCormick & Company Inc., NBTY Inc., Ralcorp Holdings Inc.
and Tootsie Roll Industries Inc.
6 Financial results are adjusted to add-back non-recurring expenses
and restructuring charges.
7 Adjusted results for the fiscal year ended April 29, 1998 reflect
Trian's estimated impact of accounting standards adopted in fiscal
2002 that transferred a portion of trade spending previously
classified as part of selling, general and administrative expenses
into trade spending that reduced net revenue. The Company restated
its fiscal 2000, 2001 and 2002 financial statements for this
accounting change but did not restate fiscal 1998. As such, we
have used the magnitude of the adjustment to SG&A and net revenue
in fiscal 2000 to estimate the potential impact in fiscal 1998.
Note that there is no impact from the accounting change on
earnings before interest, taxes, depreciation and amortization
("EBITDA"), earnings before interest and taxes ("EBIT") or
earnings per share ("EPS"), meaning that regardless of which
accounting treatment is used for comparative purposes, EBITDA and
EBIT declined between fiscal 1998 and pro forma fiscal 2006 and
there was virtually no change in EPS. Financial results are
adjusted to add-back non-recurring expenses and restructuring
charges.
8 Based upon Heinz's Analyst Presentation dated June 1, 2006.
9 Estimated results for the fiscal year ended May 3, 2006 are pro
forma for our estimate of the full year impact of announced
acquisitions and divestitures (including the divestiture of the
European frozen business, which the Company has announced it is in
discussions to sell to the Hain Celestial Group, Inc.), assumes
seven million shares were repurchased in the fourth quarter of
2006 and a normalized cash balance of $200 million based on the
Company's September 20, 2005 Analyst Day Presentation (assumes
remaining cash is used to pay down debt). Financial results are
adjusted to add-back non-recurring expenses and restructuring
charges. Source: Heinz Quarterly Report on Form 10-Q for the
period ended January 25, 2006 and Heinz Annual Report on Form 10-K
for the period ended April 27, 2005, Company press releases
related to announced acquisitions and divestitures, Company
Guidance, Wall Street research and Trian estimates.
10 Includes the value of shares received from the Del Monte spin-off
in December 2002.
11 Includes both cash and non-cash charges.

The Trian Group - H. J. Heinz Company Director Nominees

Nelson Peltz, 63, has been Chief Executive Officer and a foundingpartner of Trian Fund Management, L.P., a management company forvarious investment funds and accounts, since November 2005. Mr. Peltzhas also been a director and Chairman and Chief Executive Officer ofTriarc Companies, Inc., since April 1993. Triarc Companies, Inc. is aholding company, which owns Arby's Restaurant Group, Inc. and is inthe asset management business through Deerfield Capital ManagementLLC. Mr. Peltz also has interests in various investments. Mr. Peltzwas Chairman and Chief Executive Officer and a director of TriangleIndustries, Inc. from 1983 until December 1988, when that company wasacquired by Pechiney, S.A., a leading international metals andpackaging company. Mr. Peltz began his career in 1963 when he joinedhis family food business. Mr. Peltz is a director of Deerfield TriarcCapital Corp., where he is Chairman of the Board and serves on theinvestment committee. He is also a director of Encore Capital Group,Inc. but has decided not to stand for re-election when his termexpires on June 5, 2006. Mr. Peltz attended The Wharton School of theUniversity of Pennsylvania. Mr. Peltz is the father-in-law of EdwardP. Garden.

Peter W. May, 63, has been President and a founding partner ofTrian Fund Management, L.P., a management company for variousinvestment funds and accounts, since November 2005. Mr. May has alsobeen President and Chief Operating Officer of Triarc Companies, Inc.,since April 1993. Triarc Companies, Inc. is a holding company, whichowns Arby's Restaurant Group, Inc. and is in the asset managementbusiness through Deerfield Capital Management LLC. Mr. May also hasinterests in various investments. Mr. May was President and ChiefOperating Officer and a director of Triangle Industries, Inc. from1983 until December 1988, when that company was acquired by Pechiney,S.A., a leading international metals and packaging company. Mr. May isa director of Encore Capital Group, Inc. and serves on the investmentcommittee of Deerfield Triarc Capital Corp. Mr. May holds AB and MBAdegrees from the University of Chicago.

Edward P. Garden, 45, has been Portfolio Manager and a foundingpartner of Trian Fund Management, L.P., a management company forvarious investment funds and accounts, since November 2005. Mr. Gardenhas also been a director and Vice Chairman of Triarc Companies, Inc.,since December 2004. Triarc Companies, Inc. is a holding company,which owns Arby's Restaurant Group, Inc. and is in the assetmanagement business through Deerfield Capital Management LLC. Mr.Garden was appointed Executive Vice President of Triarc Companies,Inc. in August 2003. Mr. Garden was previously a managing director ofCredit Suisse First Boston, where he served as a senior investmentbanker in the Financial Sponsors Group since 1999. From 1994 to 1999,Mr. Garden was a managing director at BT Alex Brown where he was asenior member of the Financial Sponsors Group and, prior to that,Co-Head of Equity Capital Markets. Mr. Garden holds a B.A. inEconomics from Harvard College. Mr. Garden is the son-in-law of NelsonPeltz.

Greg Norman, 51, has served as Chairman and Chief ExecutiveOfficer of Great White Shark Enterprises, Inc., a multinationalcorporation that comprises several companies and divisions includingGreg Norman Course Design, Medallist Golf Developments, Greg NormanTurf Company, Greg Norman Interactive, Greg Norman Production Company,merchandising and licensing, since August 1994. Mr. Norman has alsobeen a professional golfer since 1976. Mr. Norman is a director ofRitz Interactive, Inc.

Michael F. Weinstein, 57, has been Chairman of INOV8 BeverageCompany LLC since he co-founded the company in January 2005. INOV8Beverage Company is a marketer and developer of beverage products andconcepts. From January 2004 to December 2004, and from 1994 throughAugust 1995, Mr. Weinstein served as a consultant for Liquid Logic, aprivate beverage consulting company he founded in 1994. From December2001 to December 2003, Mr. Weinstein was President, Global Innovationand Business Development for Cadbury Schweppes plc, a beverage andconfectionary company. Prior to that, he was Chief Executive Officerof Snapple Beverage Group (formerly Triarc Beverage Holdings Corp.), aproducer of beverage products from April 1997 to November 2001, duringwhich time it was a subsidiary of Triarc Companies, Inc. throughOctober 2000 and subsequently of Cadbury Schweppes plc. At the sametime, Mr. Weinstein also served as Chief Executive Officer of SnappleBeverage Corp., Royal Crown Company, Inc. and Mistic Brands, Inc.,each subsidiaries of Snapple Beverage Group, from May 1997, October1996 and August 1995, respectively. From 1981 until 1993, he served invarious executive capacities at A&W Brands, Inc., including Presidentand Chief Operating Officer. From 1978 to 1981, he was a VicePresident at Kenyon & Eckhardt Advertising. He began his career atPepsi-Cola Company, where he held various sales and marketingpositions from 1972 to 1978. Mr. Weinstein is a board member of theNational Federation for Teaching Entrepreneurship. He received abachelor's degree with honors in Economics from Lafayette College in1970 (Phi Beta Kappa) and received an MBA from Harvard Business Schoolin 1972.

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