With Two Days to Go Until Heinz' Annual Meeting, Trian Group Encourages Shareholders to Vote Gold; Trian Group Urges Shareholders to Focus on Facts and Not Be Distracted By Heinz' 'Low Road' Campaign

Business Wire, August 14, 2006

NEW YORK -- The Trian Group today issued an open letter to shareholders of H. J. Heinz Company (NYSE: HNZ), encouraging shareholders to focus on the facts - Heinz' record of underperformance, its poor financial results and management's lack of accountability - and not to be distracted by the Company's campaign of mudslinging and false and misleading rhetoric. The letter also outlined a number of examples of the Company's continuing attempts to spin the facts.

The most recent example of Heinz' attempt to spin the facts is its much ballyhooed endorsement by PNC Financial Services Group. In a press release issued Friday, Heinz trumpeted PNC's vote of its shares in Heinz (which amount to less than one-half of one percent of Heinz' shares) for the incumbent directors. What Heinz failed to disclose is another example of its Board's interlocking relationships -- that Thomas Usher, Heinz' Presiding Director, member of its Executive Committee and Chairman of its Corporate Governance (Nominating) Committee, is also the Presiding Director of PNC, Chairperson of its Executive Committee, and Chairperson of its Nominating and Governance Committee. In addition, William Johnson, Heinz' CEO, is a recent PNC Director.

Based on conversations with shareholders, the Trian Group is extremely pleased with the strong level of support it has been receiving from Heinz shareholders, large and small, who believe, like the three highly respected independent proxy voting advisory firms Institutional Shareholder Services (ISS), Glass Lewis & Co. and PROXY Governance, Inc., that change is warranted on the Heinz board. A copy of the letter, which follows, concludes that all shareholders who wish to protect their investment in Heinz should vote the GOLD proxy card FOR all five of the Trian Group's highly qualified, independent and experienced nominees:

It's Not Too Late to Protect Your Investment in Heinz and Vote GOLD Today

Dear Fellow Shareholder,

The annual meeting of shareholders of H. J. Heinz Company is now just days away. This may be your last opportunity to protect your investment in Heinz by voting the GOLD proxy card. We believe that this proxy contest has come down to a choice between the Company's rhetoric versus the Trian Group's proven results. The Company would have shareholders believe that after eight years of poor performance and five failed restructuring plans the incumbent board will now start holding management accountable for its failures, and that improved performance is now just around the corner. The Company has made similar promises to shareholders in the past, only to repeatedly fall short in delivering the performance necessary to keep those promises.

For Heinz, improved performance always seems to be just around the corner. We are convinced that the Heinz board is in need of the marketing, operational and capital markets expertise and fresh perspectives that the Trian Group's minority slate of five highly qualified, independent and experienced nominees would bring to the boardroom. It is not too late to vote the GOLD proxy card--we urge you to protect your investment in Heinz by voting GOLD today.

Three highly respected independent proxy voting advisory firms recommend that Heinz shareholders vote the Trian Group's GOLD proxy card and not vote the Company's white proxy card:

--  Institutional Shareholder Services (ISS) recommends that
        shareholders vote the GOLD proxy card
        FOR Nelson Peltz, Mike Weinstein and Greg Norman

    --  Glass Lewis & Co. recommends that shareholders vote the GOLD
        proxy card
        FOR Nelson Peltz and Mike Weinstein

    --  PROXY Governance, Inc. recommends that shareholders vote the
        GOLD proxy card
        FOR Nelson Peltz

The Company's operational and strategic failures during William Johnson's tenure as Chief Executive Officer include:

--Heinz' five failed restructuring plans since 1997

--Heinz' stock price falling from $54.50 in April 1998 to $33.70 in February 2006

--Heinz' earnings per share falling 12% from $2.15 per share to $1.89 over the same time period

--Heinz' misguided sale of the WeightWatchers brand

--Heinz' lack of management accountability

--BusinessWeek naming Heinz one of the five "Big LOSERS" in its August 7, 2006 Best Global Brands cover story

We believe that Heinz can and must be restored to the leadership position it once enjoyed. Each of our nominees is firmly committed to working with other Heinz board members and management to effect positive change at Heinz and improve results for the benefit of all shareholders and Heinz' other stakeholders and constituencies. Accordingly, we urge our fellow shareholders to vote today for all FIVE of the Trian Group's highly qualified, independent and experienced nominees using the GOLD proxy card.

Unable to run on its abysmal record of disappointing financial results, the Company has engaged in a campaign of mudslinging and false and misleading rhetoric in a "low road" attempt to distract shareholders from the real issues concerning the Company's poor performance and failure to hold management accountable. We encourage you to read the attached summary of just a few of the Company's attempts to spin the facts.