Trian Group Issues Statement; Under Johnson's Tenure Heinz Stock Has Declined From $54.50 To $33.70

"Today's accusations by Heinz are misleading, baseless andself-serving and are another blatant attempt by Mr. Johnson to deflectfrom his abysmal track record. Since he became CEO, Mr. Johnson haspresided over five failed restructurings and Heinz's stock price hascollapsed 38% from $54.50 on April 30, 1998 to $33.70, on February 6,2006, the day Trian began purchasing Heinz shares. Trian is seekingminority board representation because it is time for the shareholders'voice to be heard."

About Trian Fund Management, L.P. and Sandell Asset ManagementCorp.

Investment funds and accounts managed by Trian Fund Management,L.P. ("Trian"), together with an investment fund managed by SandellAsset Management Corp. (and affiliated companies) ("Sandell") arecollectively referred to as the "Trian Group."

Trian, based in New York, NY, is an investment management firmwhose principals are Nelson Peltz, Peter W. May and Edward P. Garden.Trian seeks to invest in undervalued and under-performing publiccompanies and prefers to work closely with the management of thosecompanies to effect positive change through active, hands-on influenceand involvement, which it refers to as "operational activism." Trian'sgoal is to enhance shareholder value through a combination ofstrategic re-direction, improved operational execution, more efficientcapital allocation and stronger management focus. Trian's principalsand investment team have extensive experience in reviving consumerbrands, including the highly successful turnaround of Snapple BeverageCorp.

Sandell, based in New York, NY, is an investment management firmfounded by Thomas E. Sandell that focuses on corporate event driveninvesting worldwide. Sandell often will take an "active involvement"in facilitating financial or organizational improvements that willaccrue to the benefit of shareholders.

A copy of the Trian Group's preliminary proxy statement for theHeinz 2006 Annual Meeting of Shareholders is available at the TrianGroup's informational website: www.enhanceheinz.com.

Notes To Press Release

1. HEINZ'S SHARE PRICES ARE AS OF APRIL 30, 1998 AND FEBRUARY 6,2006, PER THE COMPANY'S WEBSITE. SHARE PRICES ARE NOT ADJUSTED FORDIVIDENDS OR THE SPIN-OFF OF ASSETS TO DEL MONTE IN DECEMBER 2002(HEINZ'S SHAREHOLDERS RECEIVED APPROXIMATELY $3.45 IN VALUE, IN DELMONTE SHARES, PER HEINZ SHARE AS PART OF THIS TRANSACTION).

2. THIS PRESS RELEASE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY.IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENT OBJECTIVE,FINANCIAL SITUATION, SUITABILITY, OR THE PARTICULAR NEED OF ANYSPECIFIC PERSON WHO MAY RECEIVE THIS PRESS RELEASE, AND SHOULD NOT BETAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. THE VIEWSEXPRESSED HEREIN REPRESENT THE OPINIONS OF TRIAN FUND MANAGEMENT, L.P.AND SANDELL ASSET MANAGEMENT CORP. (COLLECTIVELY WITH THE FUNDS ANDACCOUNTS UNDER THEIR MANAGEMENT, THE "TRIAN GROUP"), AND ARE BASED ONPUBLICLY AVAILABLE INFORMATION WITH RESPECT TO H.J. HEINZ COMPANY (THE"ISSUER").

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THEMATTERS ADDRESSED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTSTHAT INVOLVE CERTAIN RISKS AND UNCERTAINTIES. YOU SHOULD BE AWARE THATACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE CONTAINED IN THEFORWARD-LOOKING STATEMENTS. THE TRIAN GROUP ASSUMES NO OBLIGATION TOUPDATE THE FORWARD-LOOKING INFORMATION.

MEMBERS OF THE TRIAN GROUP RESERVE THE RIGHT TO CHANGE ANY OFTHEIR OPINIONS EXPRESSED HEREIN AT ANY TIME, AS THEY DEEM APPROPRIATE.THE TRIAN GROUP DISCLAIMS ANY OBLIGATION TO UPDATE THE INFORMATIONCONTAINED HEREIN.

THIS PRESS RELEASE DOES NOT RECOMMEND THE PURCHASE OR SALE OF ANYSECURITY. UNDER NO CIRCUMSTANCES IS THIS PRESS RELEASE TO BE USED ORCONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUYANY SECURITY. MEMBERS OF THE TRIAN GROUP CURRENTLY OWN AN AGGREGATE OFAPPROXIMATELY 5.5% OF THE OUTSTANDING COMMON STOCK OF THE ISSUER. THETRIAN GROUP INCLUDES FUNDS AND ACCOUNTS THAT ARE IN THE BUSINESS OFTRADING - BUYING AND SELLING - PUBLIC SECURITIES. IT IS POSSIBLE THATTHERE WILL BE DEVELOPMENTS IN THE FUTURE THAT CAUSE ONE OR MOREMEMBERS OF THE TRIAN GROUP FROM TIME TO TIME TO SELL ALL OR A PORTIONOF THEIR SHARES IN OPEN MARKET TRANSACTIONS OR OTHERWISE (INCLUDINGVIA SHORT SALES), BUY ADDITIONAL SHARES (IN OPEN MARKET OR PRIVATELYNEGOTIATED TRANSACTIONS OR OTHERWISE), OR TRADE IN OPTIONS, PUTS,CALLS OR OTHER DERIVATIVE INSTRUMENTS RELATING TO SUCH SHARES.

ON JUNE 22, 2006, TRIAN FUND MANAGEMENT, L.P., SANDELL ASSETMANAGEMENT CORP. AND CERTAIN OF THEIR RESPECTIVE AFFILIATES ANDNOMINEES (COLLECTIVELY, THE "PARTICIPANTS") FILED A PRELIMINARY PROXYSTATEMENT IN CONNECTION WITH THE 2006 ANNUAL MEETING OF SHAREHOLDERSOF H.J. HEINZ COMPANY. PRIOR TO THE ANNUAL MEETING, WHEN AND IFCOMPLETED, A DEFINITIVE PROXY STATEMENT AND Gold PROXY CARD WILL BEMAILED TO SHAREHOLDERS OF H. J. HEINZ COMPANY AND WILL, ALONG WITHOTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE AT THE SECURITIESAND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV OR BYCONTACTING INNISFREE M&A INCORPORATED BY TELEPHONE AT 1-877-456-3442OR BY E-MAIL AT INFO@INNISFREEMA.COM. HEINZ SHAREHOLDERS ARE ADVISEDTO READ THE PROXY STATEMENT AND OTHER MATERIALS RELATED TO THE PROXYSOLICITATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. INFORMATIONRELATING TO THE PARTICIPANTS IS CONTAINED IN THE PRELIMINARY PROXYSTATEMENT FILED BY THE PARTICIPANTS WITH THE SECURITIES AND EXCHANGECOMMISSION ON JUNE 22, 2006.