Director Independence Standards

May 13, 2009

I.  Absence of a material relationship

An "independent" director is a director who the Board of Directors has determined has no material relationship with Heinz, either directly, or as a partner, shareholder, or executive officer of an organization that has a relationship with Heinz. A relationship is "material" if, in the judgment of the Board, the relationship would interfere or would be reasonably expected to interfere with the director's independent judgment. For purposes of these standards, "Heinz" means H. J. Heinz Company and its consolidated subsidiaries, collectively. The Board of Directors has established the following guidelines to affirmatively determine when a relationship between a director (or an organization with which a director is associated) and Heinz is material. In determining whether a particular relationship would be viewed as interfering with a director’s independent judgment, the Board considers among other things, the guidelines set forth below.

A. Relationships that preclude independence

A director is not deemed to be independent if: 

1. the director, or the director’s “immediate family member” 1, received any payment from Heinz in excess of $120,000 during any twelve-month period within the last three years, other than compensation for board service and pension or other forms of deferred compensation for prior service with Heinz (provided that such compensation is not contingent in any way on continued service), except that compensation received by an immediate family member for service as an employee of Heinz (other than as an executive officer) need not be considered in determining independence;
2. the director is an executive officer or employee of, or his or her immediate family member is an executive officer of, a company, or other for profit entity, to which Heinz made, or from which Heinz received for property or services (other than those arising solely from investments in the Company’s securities), payments in excess of the greater of $1 million or 2% of such company’s consolidated gross revenues in any of the last three fiscal years;
3. the director serves as an executive officer of any tax exempt organization which received contributions from Heinz in any of the preceeding three fiscal years in an aggregate amount that exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues.

B. Relationships that do not preclude independence

The Board will consider each relationship not only from the standpoint of the director, but also from the standpoint of persons and organizations with which the director has a relationship.

Without limiting the types of relationships that the Board may determine to not be material, the Board has determined that relationships of the following types, in and of themselves, will not be considered material relationships that would impair a director’s independence:

1. commercial relationships in which a director (or a member of his or her immediate family)

   (a) is a director of an entity which is a party to a transaction with the Company;

   (b) is the holder (together with other Company directors, nominees for director, executive officers, 5% holders of the Company, and immediate family members of all such persons), of less than a 10% equity interest in, an entity which is a party to a transaction with the Company; or

   (c) is an officer or employee of or is the holder (together with other Company directors, nominees for director, executive officers, 5% holders of the Company, and immediate family members of all such persons), of a ten percent or greater equity interest in an entity with which the Company has ordinary course business dealings or with which the Company has a commercial banking, investment banking or insurance brokerage relationship, in each case, (i) to which Heinz has not made, or from which Heinz has not received for property or services (other than those arising solely from investments in the Company’s securities), payments in excess of the greater of $1 million or 2% of such entity’s consolidated gross revenues in any of the last three fiscal years and (ii) where the Company director (or immediate family member) is not directly involved in the entity’s business dealings with the Company; or

2. membership in, or association with, the same professional association, social, educational, fraternal or religious organization, club or institution, as an executive officer or other director of the Company.

Notwithstanding the above, any other type of relationship not included in the categorical standards described in this section would have to be evaluated independently by the Board of Directors.

II. Three-year look-back period 

In addition to the guidelines set forth above:

A. No director (other than the Chief Executive Officer) will be independent if he or she is currently, or was at any time within the last three years, an employee of Heinz.

B. No director, and no immediate family member of a director, may currently be, or have been within the last three years, employed as an executive officer of another company where any of Heinz’s present executive officers at the same time serves or served on that company’s compensation committee.

C. No director will be independent if he or she has any immediate family member that is currently, or was at any time within the last three years, an executive officer of Heinz.

D. No director will be independent if (1) he or she or an immediate family member is a current partner of a firm that is Heinz’s internal or external auditor; (2) the director is a current employee of such a firm; (3) the director has an immediate family member who is a current employee of such a firm and personally works on Heinz’s audit; or (4) the director or an immediate family member was at any time within the last three years (but is no longer) a partner or employee of such a firm and personally worked on Heinz’s audit within that time.

III.  Additional requirements for Audit Committee members

In addition to the guidelines set forth above, a director is not considered independent for purposes of serving on the Audit Committee, and may not serve on the Audit Committee, if the director:

A. accepts directly or indirectly any consulting, advisory, or compensatory fee from Heinz, other than fees for service as a director or fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with Heinz (provided that such compensation is not contingent in any way on continued service); or

B. is an affiliated person of Heinz, as determined in accordance with Securities and Exchange Commission (“SEC”) regulations. In this regard, Audit Committee members are prohibited from owning or controlling more than 10% of any class of Heinz’s voting securities or such lower amount as may be established by the SEC.

IV.  Additional requirements for Management Development and Compensation Committee members

In addition to the guidelines set forth above, a director is not considered independent for purposes of serving on the Management Development and Compensation Committee, and may not serve on the Management Development and Compensation Committee, if the director:

A. receives directly or indirectly any remuneration as specified for purposes of Section 162(m) of the Internal Revenue Code;

B. has ever been an officer of Heinz or a former employee of Heinz who receives compensation for prior services (other than benefits under a tax-qualified retirement plan); or

C. has a direct or indirect material interest in any current or proposed transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships required to be disclosed under SEC Regulation S-K Item 404(a) and involving, generally, amounts in excess of $120,000.

V. Compliance with NYSE listing standards and SEC and IRS regulations

These independence standards are intended to meet the requirements of the NYSE listing standards and regulations adopted by the SEC and the Internal Revenue Service.

_{(1) An immediate family member includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home.}