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

Business Wire, June 1, 2006

NEW YORK -- Investment funds and accounts managed by Trian Fund Management, L.P. ("Trian"), together with an investment fund managed by Sandell Asset Management Corp. ("Sandell"; collectively, Trian and Sandell are referred to as the "Trian Group"), commented today on the H. J. Heinz Company's (NYSE: HNZ) latest plan to restructure its operations. The Trian Group is the owner of approximately 5.4% of the outstanding shares of Heinz and currently intends to solicit proxies to elect five nominees to the 12-member Board of Directors of Heinz at the upcoming annual meeting.

The Trian Group notes that the Heinz plan announced today (titled "Superior Value and Growth Plan") is the sixth major restructuring or strategic plan that the current management team has announced since 1997, including one (titled "Growth and Innovation Plan") that was announced only eight months ago in September, 2005. Trian added that, despite the five plans and their respective promises, Heinz's total shareholder returns have almost uniformly underperformed those of both the broader market and the consumer packaged food universe since the current management team began leading the Company in April 1998. In fact, total shareholder returns at Heinz have been negative over this timeframe (-10.8%) versus 54.6% and 26.4% for the Mid-Cap Food Index and Large-Cap Food Index, respectively. See attached Tables 1 and 2.

The Trian Group believes that the fundamental issue at Heinz today is management accountability - specifically, the current management team's inability to deliver on its plans and promises to date. The Trian Group said that if current management had executed on its five prior plans it believes that Heinz would now have sales of approximately $14 to $15 billion, would have achieved approximately $490 million in cost savings (not including savings from today's plan of $355 million) and would have earnings per share (EPS) of between $4.00 and $5.00 (see attached Table 3). Instead, the Company reported today 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 significant resemblance to the Trian Action Plan announced on May 23, 2006 (see www.enhanceheinz.com). Consistent with the Trian Action Plan, the Heinz plan calls for cost cutting, increased consumer marketing, a reduction of deals and allowances, increased share repurchases and a higher dividend payout. The major difference is that the Heinz plan sets lower performance goals for the Company and does not consider additional non-core divestitures.

The Trian Group believes that good corporate governance should mean enhanced shareholder value. Accordingly, given management's track record to date in executing Heinz's five prior plans, the Trian Group believes that it is in the best interest of all Heinz shareholders that its nominees be elected to the Heinz Board in order to hold management accountable for delivering results.

The Trian Group currently intends to conduct a proxy solicitation at Heinz's upcoming annual meeting. The Trian Group's goal is establish a minority Board presence at Heinz in order to work with Heinz management and other Heinz directors to help reestablish Heinz as a leading branded consumer products company that generates strong, consistent returns for shareholders for the benefit of all Heinz shareholders. The Trian Group has no intention of either taking control of Heinz's Board of Directors or moving the Company from Pittsburgh where it has had a major corporate presence for more than 100 years.

The Trian Group's five Director nominees are: Nelson Peltz, Peter W. May, Edward P. Garden, Greg Norman and Michael F. Weinstein. Their biographies 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 order to be eligible to vote for the Trian Group's director nominees at the upcoming Heinz Annual Meeting, shareholders must be shareholders of record as of June 8, 2006 (and have purchased shares by June 5, 2006).

Trian is an investment management firm whose principals are Nelson Peltz, Peter W. May and Edward P. Garden. Trian seeks to invest in undervalued and under-performing public companies and prefers to work closely with the management of those companies to effect positive change through active, hands-on influence and involvement, which it refers to as "operational activism." Trian's goal is to enhance shareholder value through a combination of strategic re-direction, improved operational execution, more efficient capital allocation and stronger management focus. Trian's Principals and investment team have extensive experience in reviving consumer brands, including the highly successful turnaround of Snapple Beverage Corp. Several directors proposed by the Trian Group have also been recently added to the Wendy's International, Inc. (NYSE: WEN) Board of Directors.