X0202 4 2006-12-20 0 0000046640 HEINZ H J CO HNZ 0000928265 PELTZ NELSON 280 PARK AVENUE NEW YORK NY 10017 1 0 0 0 0001345471 Trian Fund Management, L.P. 280 PARK AVENUE 41ST FLOOR NEW YORK NY 10017 1 0 0 0 Put-Call Option (right and obligation to buy) 45.589 2006-12-20 4 J 0 350000 0 A 2006-12-20 2008-07-18 Common Stock $.25 par value 350000 350000 I Please see explanation below Trian Fund Management GP, LLC ("Trian Management GP") is the general partner of Trian Fund Management, L.P ("Trian Management"), which serves as (i) the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Master Fund (Non-ERISA), L.P. ("Trian Offshore (Non-ERISA)"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Parallel Fund II, L.P. ("Parallel Fund II") and Trian SPV (SUB) I, L.P. ("Trian SPV" and collectively, the "Trian Entities") and (ii) the investment manager for a separate account owned by TCMG-MA, LLC (the "Separate Account"). Trian Management has full discretion and authority to make all investment and voting decisions in respect of the Separate Account. (FN 1, contd.) The securities acquired on December 20, 2006 were purchased for the accounts of the Separate Account and certain of the Trian Entities. Trian Partners General Partner, LLC ("Trian GP LLC") is the general partner of Trian Partners GP, L.P. ("Trian GP"), which is the general partner of Trian Onshore, Trian Offshore, Trian Offshore (Non-ERISA) and Trian SPV. Trian Partners Parallel Fund I General Partner, LLC ("Parallel Fund I GP LLC") is the general partner of Parallel Fund I. Trian Partners Parallel Fund II General Partner, LLC ("Parallel Fund II GP LLC") is the general partner of Trian Partners Parallel Fund II GP, L.P. ("Parallel Fund II GP"), which is the general partner of Parallel Fund II. (FN 2, contd.) Each of Trian Management GP, Trian GP LLC, Parallel Fund I GP LLC and Parallel Fund II GP LLC (the "Management Entities") is controlled by Nelson Peltz, who therefore is in a position to determine the investment and voting decisions made by the Trian Entities and the Separate Account. Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Management Entities. Mr. Peltz disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer. On December 20, 2006, certain of the Trian Entities and the Separate Account entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which they acquired an economic interest in the indicated shares. (FN4, contd.) Simultaneously with the purchase of each call option, they also sold a put option to the counterparty for the same number of shares pursuant to which , if on July 18, 2008 the exercise price per share of the call option were greater than the closing price of the shares on July 18, 2008, (the "Closing Price"), the counterparty would be entitled to cause them, at their election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. /s/ Nelson Peltz 2006-12-21 /s/ By: Nelson Peltz, member of the general partner of Trian Fund Management, L.P. 2006-12-21