Independence, Financial Literacy and Financial Expert of Audit Committee

May 13, 2009

The Board of Directors of the Company has determined that the members of the Audit Committee (D. R. O'Hare, C. E. Bunch, J. G. Drosdick, C. Kendle, D. H. Reilley, and M. Weinstein) are independent under the NYSE and SEC regulations, and the H. J. Heinz Company Director Independence Standards applicable to Audit Committee members.

The Board of Directors has determined that each Audit Committee member is financially literate, as such qualification is interpreted in the Board's business judgment.

The Board of Directors has determined that the following member of the Audit Committee is an Audit Committee Financial Expert as defined by the SEC and NYSE regulations: D. R. O'Hare.