Bylaws - Kraft Foods Inc.


                         AMENDED AND RESTATED BY-LAWS

                                      of

                               KRAFT FOODS INC.

                                   ARTICLE I

                           Meetings of Shareholders


     Section 1.  Annual Meetings. - The annual meeting of the shareholders for
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the election of directors and for the transaction of such other business as may
properly come before the meeting, and any postponement or adjournment thereof,
shall be held on such date and at such time as the Board of Directors may in its
discretion determine.

     Section 2.  Special Meetings. - Unless otherwise provided by law, special
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meetings of the shareholders may be called by the chairman of the Board of
Directors or by order of the Board of Directors, whenever deemed necessary.  In
addition, until Philip Morris Companies Inc. ("PM Companies") owns less than 50
percent of the Corporation's outstanding voting shares on an as-converted basis,
the Board of Directors shall call a special meeting of shareholders promptly
upon the written request of PM Companies.

     Section 3.  Place of Meetings. - All meetings of the shareholders shall be
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held at such places as from time to time may be fixed by the Board of Directors.

     Section 4.  Notice of Meetings. - Notice, stating the place, day and hour
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and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given not less than 10 nor more than 60 days before
the date of the meeting (except as a different time is specified herein or by
law), to each shareholder of record having voting power in respect of the
business to be transacted thereat.  Notice of a shareholders' meeting to act on
an amendment of the Articles of Incorporation, a plan of merger or share
exchange, a proposed sale of all, or substantially all of the Corporation's
assets, otherwise than in the usual and regular course of business, or the
dissolution of the Corporation shall be given not less than 25 nor more than 60
days before the date of the meeting and shall be accompanied, as appropriate, by
a copy of the proposed amendment, plan of merger or share exchange or sale
agreement.

     Notwithstanding the foregoing, a written waiver of notice signed by the
person or persons entitled to such notice, either before or after the time
stated therein, shall be equivalent to the giving of such notice.  A shareholder
who attends a meeting shall be deemed to have (a) waived objection to lack of
notice or defective notice of the meeting, unless at the beginning of the
meeting he or she objects to holding the meeting or transacting business at the
meeting, and (b) waived objection to consideration of a particular matter at the
meeting that is not within the

 
purpose or purposes described in the meeting notice, unless he or she objects to
considering the matter when it is presented.

     Section 5.  Quorum. - At all meetings of the shareholders, unless a greater
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number or voting by classes is required by law, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum.
If a quorum is present, action on a matter is approved if the votes cast
favoring the action exceed the votes cast opposing the action, unless the vote
of a greater number or voting by classes is required by law or the Articles of
Incorporation, and except that in elections of directors those receiving the
greatest number of votes shall be deemed elected even though not receiving a
majority.  Less than a quorum may adjourn.

     Section 6.  Organization and Order of Business. - At all meetings of the
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shareholders, the chairman of the Board of Directors or, in the chairman's
absence, any Philip Morris Designee (as defined in the Corporate Agreement,
dated as of June 12, 2001, between the Corporation and PM Companies), shall act
as chairman. In the absence of all of the foregoing persons, or, if present,
with their consent, a majority of the shares entitled to vote at such meeting,
may appoint any person to act as chairman. The secretary of the Corporation
shall act as secretary at all meetings of the shareholders. In the absence of
the secretary, the chairman may appoint any person to act as secretary of the
meeting.

     The chairman shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts and things as are necessary
or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the dismissal of business not
properly presented, the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the voting polls.

     At each annual meeting of shareholders, only such business shall be
conducted as shall have been properly brought before the meeting (a) by or at
the direction of the Board of Directors or (b) by any shareholder of the
Corporation who shall be entitled to vote at such meeting and who complies with
the notice procedures set forth in this Section 6.  In addition to any other
applicable requirements, for business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the secretary of the Corporation.  To be timely, a shareholder's
notice must be given, either by personal delivery or by United States certified
mail, postage prepaid, and received at the principal executive offices of the
Corporation (i) not less than 120 days nor more than 150 days before the first
anniversary of the date of the Corporation's proxy statement in connection with
the last annual meeting of shareholders or (ii) if no annual meeting was held in
the previous year or the date of the applicable annual meeting has been changed
by more than 30 days from the date of the previous year's annual meeting, not
less than 60 days before the date of the applicable annual meeting.  A
shareholder's notice to the secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought
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before the annual meeting, including the complete text of any resolutions to be
presented at the annual meeting, and the reasons for conducting such business at
the annual meeting, (b) the name and address, as they appear on the
Corporation's stock transfer books, of such shareholder proposing such business,
(c) a representation that such shareholder is a shareholder of record and
intends to appear in person or by proxy at such meeting to bring the business
before the meeting specified in the notice, (d) the class, series and number of
shares of stock of the Corporation beneficially owned by the shareholder and (e)
any material interest of the shareholder in such business. The secretary of the
Corporation shall deliver each such shareholder's notice that has been timely
received to the Board of Directors or a committee designated by the Board of
Directors for review. Notwithstanding the foregoing, until PM Companies owns
less than 50 percent of the Corporation's outstanding voting shares on an as-
converted basis, notice by PM Companies shall be timely and complete if
delivered orally at any time prior to or during the annual meeting.
Notwithstanding anything in the By-Laws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 6. The chairman of an annual meeting shall, if the facts
warrant, determine that the business was not brought before the meeting in
accordance with the procedures prescribed by this Section 6. If the chairman
should so determine, he or she shall so declare to the meeting and the business
not properly brought before the meeting shall not be transacted. Notwithstanding
the foregoing provisions of this Section 6, a shareholder seeking to have a
proposal included in the Corporation's proxy statement shall comply with the
requirements of Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including, but not limited to, Rule 14a-8 or its
successor provision.

     Section 7.  Voting. - A shareholder may vote his or her shares in person or
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by proxy.  Any proxy shall be delivered to the secretary of the meeting at or
prior to the time designated by the chairman or in the order of business for so
delivering such proxies.  No proxy shall be valid after 11 months from its date,
unless otherwise provided in the proxy.  Each holder of record of stock of any
class shall, as to all matters in respect of which stock of such class has
voting power, be entitled to such vote as is provided in the Articles of
Incorporation for each share of stock of such class standing in the holders'
name on the books of the Corporation.  Unless required by statute or determined
by the chairman to be advisable, the vote on any question need not be by ballot.
On a vote by ballot, each ballot shall be signed by the shareholder voting or by
such shareholder's proxy, if there be such proxy.

     Section 8.  Written Authorization. - A shareholder or a shareholder's duly
                 ---------------------                                         
authorized attorney-in-fact may execute a writing authorizing another person or
persons to act for him or her as proxy.  Execution may be accomplished by the
shareholder or such shareholder's duly authorized attorney-in-fact or authorized
officer, director, employee or agent signing such writing or causing such
shareholder's signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature.

     Section 9.  Electronic Authorization. - The secretary or any senior vice
                 ------------------------                                    
president may approve procedures to enable a shareholder or a shareholder's duly
authorized attorney-in-fact to authorize another person or persons to act for
him or her as proxy by transmitting or authorizing 

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the transmission of a telegram, cablegram, internet transmission, telephone
transmission or other means of electronic transmission to the person who will be
the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder
of the proxy to receive such transmission, provided that any such transmission
must either set forth or be submitted with information from which the inspectors
of election can determine that the transmission was authorized by the
shareholder or the shareholder's duly authorized attorney-in-fact. If it is
determined that such transmissions are valid, the inspectors shall specify the
information upon which they relied. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created pursuant to
this Section 9 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

     Section 10. Inspectors. - At every meeting of the shareholders for
                 ----------                                            
election of directors, the proxies shall be received and taken in charge, all
ballots shall be received and counted and all questions concerning the
qualifications of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by two or more inspectors.  Such inspectors
shall be appointed by the chairman of the meeting.  They shall be sworn
faithfully to perform their duties and shall in writing certify to the returns.
No candidate for election as director shall be appointed or act as inspector.

                                  ARTICLE II

                              Board of Directors

     Section 1.  General Powers. - The business and affairs of the Corporation
                 --------------                                               
shall be managed under the direction of the Board of Directors.

     Section 2.  Number. - The number of directors shall be nine (9).
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     Section 3.  Term of Office and Qualification. - Each director shall serve
                 --------------------------------                             
for the term for which he or she shall have been elected and until a successor
shall have been duly elected.

     Section 4.  Nomination and Election of Directors. - At each annual meeting
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of shareholders, the shareholders entitled to vote shall elect the directors.
No person shall be eligible for election as a director unless nominated in
accordance with the procedures set forth in this Section 4.  Nominations of
persons for election to the Board of Directors may be made by the Board of
Directors or any committee designated by the Board of Directors or by any
shareholder entitled to vote for the election of directors at the applicable
meeting of shareholders who complies with the notice procedures set forth in
this Section 4.  Such nominations, other than those made by the Board of
Directors or any committee designated by the Board of Directors, may be made
only if written notice of a shareholder's intent to nominate one or more 
persons for election as directors at the applicable meeting of shareholders has
been given, either
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by personal delivery or by United States certified mail, postage prepaid, to the
secretary of the Corporation and received (i) not less than 120 days nor more
than 150 days before the first anniversary of the date of the Corporation's
proxy statement in connection with the last annual meeting of shareholders, or
(ii) if no annual meeting was held in the previous year or the date of the
applicable annual meeting has been changed by more than 30 days from the date of
the previous year's annual meeting, not less than 60 days before the date of the
applicable annual meeting, or (iii) with respect to any special meeting of
shareholders called for the election of directors, not later than the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. Each such shareholder's notice shall set forth
(a) as to the shareholder giving the notice, (i) the name and address, as they
appear on the Corporation's stock transfer books, of such shareholder, (ii) a
representation that such shareholder is a shareholder of record and intends to
appear in person or by proxy at such meeting to nominate the person or persons
specified in the notice, (iii) the class and number of shares of stock of the
Corporation beneficially owned by such shareholder and (iv) a description of all
arrangements or understandings between such shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by such shareholder; and (b) as to each
person whom the shareholder proposes to nominate for election as a director, (i)
the name, age, business address and, if known, residence address of such person,
(ii) the principal occupation or employment of such person, (iii) the class and
number of shares of stock of the Corporation that are beneficially owned by such
person, (iv) any other information relating to such person that is required to
be disclosed in solicitations of proxies for election of directors or is
otherwise required by the rules and regulations of the Securities and Exchange
Commission promulgated under the Exchange Act and (v) the written consent of
such person to be named in the proxy statement as a nominee and to serve as a
director if elected. The secretary of the Corporation shall deliver each such
shareholder's notice that has been timely received to the Board of Directors or
a committee designated by the Board of Directors for review. Notwithstanding the
foregoing, until PM Companies owns less that 50 percent of the Corporation's
outstanding voting shares on an as-converted basis, notice by PM Companies shall
be timely and complete if delivered orally at any time prior to or during the
meeting. Any person nominated for election as director by the Board of Directors
or any committee designated by the Board of Directors shall, upon the request of
the Board of Directors or such committee, furnish to the secretary of the
Corporation all such information pertaining to such person that is required to
be set forth in a shareholder's notice of nomination. The chairman of the
meeting of shareholders shall, if the facts warrant, determine that a nomination
was not made in accordance with the procedures prescribed by this Section 4. If
the chairman should so determine, he or she shall so declare to the meeting and
the defective nomination shall be disregarded.

     Section 5.  Organization. - At all meetings of the Board of Directors, the
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chairman of the Board of Directors or, in the absence of the chairman, any
Philip Morris Designee shall act as chairman of the meeting.  The secretary of
the Corporation shall act as secretary of meetings of the Board of Directors.
In the absence of the secretary at such meeting, the chairman of the meeting
shall appoint any person to act as secretary of the meeting.


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     Section 6.  Vacancies. - Any vacancy occurring in the Board of Directors,
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including a vacancy resulting from amending these By-Laws to increase the number
of directors by 30 percent or less, may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of the Board of
Directors.

     Section 7.  Place of Meeting. - Meetings of the Board of Directors, regular
                 ----------------                                               
or special, may be held either within or without the Commonwealth of Virginia.

     Section 8.  Organizational Meeting. - The annual organizational meeting of
                 ----------------------                                        
the Board of Directors shall be held immediately following adjournment of the
annual meeting of shareholders and at the same place, without the requirement of
any notice other than this provision of the By-Laws.

     Section 9.  Regular Meetings: Notice. - Regular meetings of the Board of
                 ------------------------                                    
Directors shall be held at such times and places as it may from time to time
determine.  Notice of such meetings need not be given if the time and place have
been fixed at a previous meeting.

     Section 10. Special Meetings. - Special meetings of the Board of Directors
                 ----------------                                              
shall be held whenever called by order of the chairman of the Board of Directors
or any Philip Morris Designee.  Notice of each such meeting, which need not
specify the business to be transacted thereat, shall be mailed to each director,
addressed to his or her residence or usual place of business, at least twenty-
four hours before the day on which the meeting is to be held, or shall be sent
to such place by telegraph, telex or telecopy or be delivered personally or by
telephone, not later than the day before the day on which the meeting is to be
held.

     Section 11. Waiver of Notice. - Whenever any notice is required to be
                 ----------------                                         
given to a director of any meeting for any purpose under the provisions of law,
the Articles of Incorporation or these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, either before or after
the time stated therein, shall be equivalent to the giving of such notice.  A
director's attendance at or participation in a meeting waives any required
notice to him or her of the meeting unless at the beginning of the meeting or
promptly upon the director's arrival, he or she objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.

     Section 12. Quorum and Manner of Acting. - Except where otherwise provided
                 ---------------------------                                   
by law, a majority of the directors fixed by these By-Laws at the time of any
regular or special meeting shall constitute a quorum for the transaction of
business at such meeting, and the act of a majority of the directors present at
any such meeting at which a quorum is present shall be the act of the Board of
Directors.  In the absence of a quorum, a majority of those present may adjourn
the meeting from time to time until a quorum be had.  Notice of any such
adjourned meeting need not be given.

     Section 13. Order of Business. - At all meetings of the Board of Directors
                 -----------------                                             
business may be transacted in such order as from time to time the Board of
Directors may determine.

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     Section 14. Committees. - In addition to the executive committee
                 ----------                                          
authorized by Article III of these By-Laws, other committees, consisting of two
or more directors, may be designated by the Board of Directors by a resolution
adopted by the greater number of (a) a majority of all directors in office at
the time the action is being taken or (b) the number of directors required to
take action under Article II, Section 12 hereof.  Any such committee, to the
extent provided in the resolution of the Board of Directors designating the
committee, shall have and may exercise the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation,
except as limited by law.

                                  ARTICLE III

                              Executive Committee
                                        
     Section 1.  How Constituted and Powers. - The Board of Directors, by
                 --------------------------                              
resolution adopted pursuant to Article II, Section 14 hereof, may designate one
or more directors to constitute an executive committee, who shall serve during
the pleasure of the Board of Directors.  The executive committee, to the extent
provided in such resolution and permitted by law, shall have and may exercise
all of the authority of the Board of Directors.

     Section 2.  Organization, Etc. - The executive committee may choose a
                 -----------------                                        
chairman and secretary.  The executive committee shall keep a record of its acts
and proceedings and report the same from time to time to the Board of Directors.

     Section 3.  Meetings. - Meetings of the executive committee may be called
                 --------                                                     
by any member of the committee.  Notice of each such meeting, which need not
specify the business to be transacted thereat, shall be mailed to each member of
the committee, addressed to his or her residence or usual place of business, at
least two days before the day on which the meeting is to be held or shall be
sent to such place by telegraph, telex or telecopy or be delivered personally or
by telephone, not later than the day before the day on which the meeting is to
be held.

     Section 4.  Quorum and Manner of Acting. - A majority of the executive
                 ---------------------------                               
committee shall constitute a quorum for transaction of business, and the act of
a majority of those present at a meeting at which a quorum is present shall be
the act of the executive committee.  The members of the executive committee
shall act only as a committee, and the individual members shall have no powers
as such.

     Section 5.  Removal. - Any member of the executive committee may be
                 -------                                                
removed, with or without cause, at any time, by the Board of Directors.

     Section 6.  Vacancies. - Any vacancy in the executive committee shall be
                 ---------                                                   
filled by the Board of Directors.

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                                  ARTICLE IV

                                   Officers
                                        
     Section 1.  Number. - The officers of the Corporation shall be two co-chief
                 ------                                                         
executive officers, one of whom shall be the Chief Executive Officer, Kraft
Foods International and the other of whom shall be the Chief Executive Officer,
Kraft Foods North America, a chief financial officer, one or more senior vice
presidents, a general counsel, a secretary and such other officers as may from
time to time be chosen by the Board of Directors. Any two or more offices may be
held by the same person.

     Section 2.  Election, Term of Office and Qualifications. - All officers of
                 -------------------------------------------                   
the Corporation shall be chosen annually by the Board of Directors, and each
officer shall hold office until a successor shall have been duly chosen and
qualified or until the officer resigns or is removed in the manner hereinafter
provided.

     Section 3.  Vacancies. - If any vacancy shall occur among the officers of
                 ---------                                                    
the Corporation, such vacancy shall be filled by the Board of Directors.

     Section 4.  Other Officers, Agents and Employees - Their Powers and Duties.
                 --------------------------------------------------------------
- The Board of Directors may from time to time appoint such other officers as
the Board of Directors may deem necessary, to hold office for such time as may
be designated by it or during its pleasure, and the Board of Directors or either
co-chief executive officer may appoint, from time to time, such agents and
employees of the Corporation as may be deemed proper, and may authorize any
officers to appoint and remove agents and employees. The Board of Directors or
either co-chief executive officer may from time to time prescribe the powers and
duties of such other officers, agents and employees of the Corporation.

     Section 5.  Removal. - Any officer, agent or employee of the Corporation
                 -------                                                     
may be removed, either with or without cause, by a vote of a majority of the
Board of Directors or, in the case of any agent or employee not appointed by the
Board of Directors, by a superior officer upon whom such power of removal may be
conferred by the Board of Directors or either co-chief executive officer.

     Section 6.  Chairman of the Board of Directors. - The chairman of the Board
                 ----------------------------------                             
of Directors shall be chosen from among the directors but shall not be an
officer of the Corporation.  The chairman of the Board of Directors shall
preside at meetings of the shareholders and of the Board of Directors and shall
be responsible to the Board of Directors.  The chairman shall, from time to
time, report to the Board of Directors on matters within his or her knowledge
that the interests of the Corporation may require be brought to its notice. 
The chairman shall do and perform such other duties as from time to time the
Board of Directors may prescribe.

     Section 7.  Co-Chief Executive Officers. - The co-chief executive officers
                 ---------------------------                                  
shall be devoted to the Corporation's business and affairs under the basic
policies set by the Board of 

                                       8

 
Directors and shall time to time report to the Board of Directors on matters
within their knowledge that the interests of the Corporation may require be
brought to the Board of Director's notice. Each co-chief executive officer shall
be responsible to the Board of Directors and shall perform such duties as shall
be assigned to him or her by the Board of Directors.

     Section 8.  Senior Vice Presidents. - The senior vice presidents of the
                 ----------------------                                     
Corporation shall assist the chairman of the Board of Directors and the co-chief
executive officers in carrying out their respective duties and shall perform
those duties that may from time to time be assigned to them.

     Section 9.  Chief Financial Officer. - The chief financial officer shall be
                 -----------------------                                        
a senior vice president of the Corporation and shall be responsible for the
management and supervision of the financial affairs of the Corporation.

     Section 10.  Secretary. - The secretary shall keep the minutes of all
                  ---------                                               
meetings of the shareholders and of the Board of Directors in a book or books
kept for that purpose.  He or she shall keep in safe custody the seal of the
Corporation, and shall affix such seal to any instrument requiring it.  The
secretary shall have charge of such books and papers as the Board of Directors
may direct.  He or she shall attend to the giving and serving of all notices of
the Corporation and shall also have such other powers and perform such other
duties as pertain to the secretary's office, or as the Board of Directors or co-
chief executive officers may from time to time prescribe.

                                   ARTICLE V

                Contracts, Checks, Drafts, Bank Accounts, Etc.

     Section 1.  Contracts. - Either co-chief executive officer, any senior vice
                 ---------                                                      
president and such other persons as either co-chief executive officer or the
Board of Directors may authorize shall have the power to execute any contract or
other instrument on behalf of the Corporation; no other officer, agent or
employee shall, unless otherwise in these By-Laws provided, have any power or
authority to bind the Corporation by any contract or acknowledgement, or pledge
its credit or render it liable pecuniarily for any purpose or to any amount.

     Section 2.  Loans. - Either co-chief executive officer, any senior vice
                 -----                                                      
president and such other persons as either co-chief executive officer or the
Board of Directors may authorize shall have the power to effect loans and
advances at any time for the Corporation from any bank, trust company or other
institution, or from any corporation, firm or individual, and for such loans and
advances may make, execute and deliver promissory notes or other evidences of
indebtedness of the Corporation, and, as security for the payment of any and all
loans, advances, indebtedness and liability of the Corporation, may pledge,
hypothecate or transfer any and all stocks, securities and other personal
property at any time held by the Corporation, and to that end endorse, assign
and deliver the same.

                                       9

 

     Section 3.  Voting of Stock Held. - Either co-chief executive officer, any
                 --------------------                                          
senior vice president or the secretary may from time to time appoint an attorney
or attorneys or agent or agents of the Corporation to cast the votes that the
Corporation may be entitled to cast as a shareholder or otherwise in any other
corporation, any of whose stock or securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing to any action by any other such
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation such written proxies, consents, waivers
or other instruments as such officer may deem necessary or proper in the
premises; or either co-chief executive officer, any senior vice president or the
secretary may attend in person any meeting of the holders of stock or other
securities of such other corporation and thereat vote or exercise any and all
powers of the Corporation as the holder of such stock or other securities of
such other corporation.

                                  ARTICLE VI

                       Certificates Representing Shares

     Certificates representing shares of the Corporation shall be signed by the
co-chief executive officers. Any and all signatures on such certificates,
including signatures of officers, transfer agents and registrars, may be
facsimile.

                                  ARTICLE VII

                                   Dividends

     The Board of Directors may declare dividends from funds of the Corporation
legally available therefor.

                                 ARTICLE VIII

                                     Seal

     The Board of Directors shall provide a suitable seal or seals, which shall
be in the form of a circle, and shall bear around the circumference the words
"Kraft Foods Inc." and in the center the word and figures "Virginia, 2000."

                                  ARTICLE IX

                                  Fiscal Year

     The fiscal year of the Corporation shall be the calendar year.


                                      10

 

                                   ARTICLE X

                                   Amendment

     The power to alter, amend or repeal the By-Laws of the Corporation or to
adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by
the Board of Directors may be repealed or changed by the shareholders, or new 
By-Laws may be adopted by the shareholders, and the shareholders may prescribe
that any By-Laws made by them shall not be altered, amended or repealed by the
directors.

                                  ARTICLE XI

                               Emergency By-Laws

     If a quorum of the Board of Directors cannot be readily assembled because
of some catastrophic event, and only in such event, these By-Laws shall, without
further action by the Board of Directors, be deemed to have been amended for the
duration of such emergency, as follows:

     Section 1.  Section 6 of Article II shall read as follows:

     Any vacancy occurring in the Board of Directors may be filled by the
     affirmative vote of a majority of the directors present at a meeting of the
     Board of Directors called in accordance with these By-Laws.

     Section 2. The first sentence of Section 10 of Article II shall read as
     follows:

     Special meetings of the Board of Directors shall be held whenever called by
     order of any person having the powers and duties of the chairman of the
     Board of Directors.

     Section 3.  Section 12 of Article II shall read as follows:

     The directors present at any regular or special meeting called in
     accordance with these By-Laws shall constitute a quorum for the transaction
     of business at such meeting, and the action of a majority of such directors
     shall be the act of the Board of Directors, provided, however, that in the
     event that only one director is present at any such meeting no action
     except the election of directors shall be taken until at least two
     additional directors have been elected and are in attendance.

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