Corporate Social Responsibility Committee Charter

Purpose:

The Corporate Social Responsibility Committee (the “Committee”) has oversight of the Company’s attention to issues of social responsibility and the Company’s policies, practices, and progress on social, technical, employment, charitable, political, environmental, and other matters of significance to the Company’s performance, business activities, or reputation as a global corporate citizen.

Responsibilities:

The responsibilities and activities of the Committee include but are not limited to:

1. Monitoring issues and practices relating to the Company’s global social accountability, Global Operating Principles, Supplier Guiding Principles, and human rights matters, and overseeing publication of the Company’s Corporate Social Responsibility Report.
2. Reviewing employment issues, EEO matters, diversity initiatives, environmental matters, and workplace health and safety issues.
3. Reviewing issues relating to food safety and security, nutrition, biotechnology, and food packaging regulations.
4. Reviewing significant lawsuits, investigations by governmental entities and other significant legal matters involving the Company or one of its affiliates that affect or could affect the Company’s performance, business activities, or reputation as a global corporate citizen.
5. Monitoring programs and activities aimed at enhancing the Company’s global communications, crisis management, media relations, and community relations.
6. Overseeing the H. J. Heinz Company Foundation and other charitable efforts of the Company and its affiliates.
7. Overseeing the H. J. Heinz Company Political Action Committee and any political and lobbying activity of the Company and its affiliates.
8. When appropriate, making recommendations to the Board with respect to any of the areas that the Committee oversees, reviews, or monitors, and any other major social responsibility policies and practices of the Company.
9. Reviewing and making recommendations to the Board regarding shareholder proposals submitted for inclusion in the Company’s annual proxy materials that relate to social responsibility issues.
10. Consulting with management when necessary and, to the extent appropriate in conducting its responsibilities, seeking advice and assistance from the Company’s employees, legal counsel, or other advisors.
11. Reporting regularly to the Board with respect to the Committee’s responsibilities.
12. Evaluating the Committee’s performance annually.
13. Reviewing this Charter annually and recommending changes to the Board as appropriate.
14. Performing any other duties or responsibilities expressly delegated to the Committee by the Board from time to time.

While the Committee has the responsibilities set forth in this Charter, it is not the duty of the Committee to plan or implement the Company’s programs with respect to social responsibility or to determine whether the Company’s policies and practices on social, technical, employment, charitable, political, or environmental matters constitute the most appropriate policies and practices for the Company. This is the responsibility of management.

Composition

The Committee is comprised of at least three directors, all of whom must be independent. To be independent, a director must meet the New York Stock Exchange independence requirements and the Company’s Director Independence Standards.

Meetings

The Committee will meet as often as it deems necessary or appropriate, but in no event less than two times per year, either in person or by teleconference. At least a majority of the members of the Committee must be present at a meeting to constitute a quorum. The Committee will keep minutes of its meetings and maintain those minutes with the books and records of the Company.

Assignment and Removal of Committee Members

Members, including the Chair, will be appointed to the Committee by the Board, upon recommendation of the Corporate Governance Committee. Committee assignments will be based on the Board member’s business and professional experience, qualifications, and public service. The need for continuity, subject matter expertise, and tenure, and the desires of the individual Board members will also be considered. Committee members will serve until their resignation, retirement, or removal by the Board or until a successor is appointed. A Committee member may be removed by majority vote of the independent directors of the full Board.