2003 Other Charter: HNZ

Purpose: 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, legal, charitable, political and environmental matters, which affect or could affect the Company's performance, business activities or reputation as a global corporate citizen.
Responsibilities: The activities and issues reviewed by the Committee include, without limitation, those related to:

Global social accountability, the Company's Global Operating Principles and Supplier Operating Guidelines, and human rights matters.

Employment issues, EEO matters, diversity initiatives and workplace health and safety.

Food safety and security, nutrition, biotechnology and food packaging regulations.

Significant lawsuits, investigations by governmental entities and other significant legal matters involving the Company or one of its affiliates.

Global communications, crisis management, media relations and community relations.

The H. J. Heinz Company Foundation and other charitable efforts of the Company and its affiliates.

The H. J. Heinz Company Political Action Committee.

Annual assessment of the Committee's performance
While the Public Issues Committee has the responsibilities set forth in this Charter, it is not the duty of the Public Issues Committee to plan, monitor or determine that the Company's attention to social responsibility and the Company's policies and practices on social, technical, employment, legal charitable, political or environmental matters are in compliance with laws and regulations, are complete, or constitute the most appropriate policies and practices for the Company. This is the responsibility of management.

Revisions and updates to this Charter may be made by the Committee periodically as appropriate.

Composition: The Public Issues Committee is comprised of at least three directors. At least two members must be present at a meeting.

Meetings: The Public Issues Committee will meet as often as it deems necessary or appropriate, either in person or by teleconference, and a majority of the members of the Committee shall constitute a quorum.

Assignment and Removal of Committee Members: Members will be appointed to the Committee by the Board of Directors, 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, tenure and the desires of the individual Board members will also be considered. Committee members will serve until their resignation, retirement, 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.