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Published: 2008-03-26

Underwriting Agreement - Kraft Foods Inc., Credit Suisse First Boston Corp. and Salomon Smith Barney Inc.



                               280,000,000 Shares

                                KRAFT FOODS INC.

                              Class A Common Stock

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                                   June __, 2001

Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, N.Y. 10010-3629

     and

Salomon Smith Barney Inc.
388 Greenwich Street
New York, N.Y.  10013

As Representatives of the Several Underwriters

Ladies and Gentlemen:

          1.  Introductory.  Kraft Foods Inc., a Virginia corporation (the
"Company"), proposes to issue and sell 280,000,000 shares ("Firm Securities") of
its Class A Common Stock, no par value ("Securities"), and also proposes to
issue and sell to the Underwriters, at the option of the Underwriters, an
aggregate of not more than 28,000,000 additional shares ("Optional Securities")
of its Securities as set forth below. The Firm Securities and the Optional
Securities are herein collectively called the "Offered Securities".  As part of
the offering contemplated by this Agreement, the Underwriters (as defined
herein) have agreed to reserve out of the Firm Securities purchased by them
under this Agreement, up to 8,400,000 shares, for sale to the directors,
officers and employees of the Company and its subsidiaries, Philip Morris
Companies Inc., a Virginia corporation (the "Parent") and the other subsidiaries
of the Parent (collectively, "Participants"), as set forth in the Prospectus (as
defined herein) under the heading "Underwriting" (the "Directed Share Program").
The Firm Securities to be sold pursuant to the Directed Share Program (the
"Directed Shares") will be sold at the public offering price. Any Directed
Shares not subscribed for by the end of the business day on which this Agreement
is executed will be offered to the public by the Underwriters as set forth in
the Prospectus.  The Company is a wholly owned subsidiary of the Parent.  The
Company hereby agrees with the several Underwriters named in Schedule A hereto
("Underwriters") as follows:

          2.  Representations and Warranties of the Company.  The Company
represents and warrants to, and agrees with, the several Underwriters that:

 
     (a) A registration statement (No. 333-57162) relating to the Offered
Securities, including a form of prospectus, has been filed with the Securities
and Exchange Commission (the "Commission") and either (i) has been declared
effective under the Securities Act of 1933, as amended (the "Act") and is not
proposed to be amended or (ii) is proposed to be amended by amendment or
post-effective amendment. If such registration statement (the "initial
registration statement") has been declared effective, either (i) an additional
registration statement (the "additional registration statement") relating to the
Offered Securities may have been filed with the Commission pursuant to Rule
462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon
filing pursuant to such Rule and the Offered Securities all have been duly
registered under the Act pursuant to the initial registration statement and, if
applicable, the additional registration statement or (ii) such an additional
registration statement is proposed to be filed with the Commission pursuant to
Rule 462(b) and will become effective upon filing pursuant to such Rule and upon
such filing the Offered Securities will all have been duly registered under the
Act pursuant to the initial registration statement and such additional
registration statement. If the Company does not propose to amend the initial
registration statement or if an additional registration statement has been filed
and the Company does not propose to amend it, and if any post-effective
amendment to either such registration statement has been filed with the
Commission prior to the execution and delivery of this Agreement, the most
recent amendment (if any) to each such registration statement has been declared
effective by the Commission or has become effective upon filing pursuant to Rule
462(c) ("Rule 462(c)") under the Act or, in the case of the additional
registration statement, Rule 462(b). For purposes of this Agreement, "Effective
Time" with respect to the initial registration statement or, if filed prior to
the execution and delivery of this Agreement, the additional registration
statement means (i) if the Company has advised the Representatives that it does
not propose to amend such registration statement, the date and time as of which
such registration statement, or the most recent post-effective amendment thereto
(if any) filed prior to the execution and delivery of this Agreement, was
declared effective by the Commission or has become effective upon filing
pursuant to Rule 462(c), or (ii) if the Company has advised the Representatives
that it proposes to file an amendment or post-effective amendment to such
registration statement, the date and time as of which such registration
statement, as amended by such amendment or post-effective amendment, as the case
may be, is declared effective by the Commission. If an additional registration
statement has not been filed prior to the execution and delivery of this
Agreement but the Company has advised the Representatives that it proposes to
file one, "Effective Time" with respect to such additional registration
statement means the date and time as of which such registration statement is
filed and becomes effective pursuant to Rule 462(b). "Effective Date" with
respect to the initial registration statement or the additional registration
statement (if any) means the date of the Effective Time thereof. The initial
registration statement, as amended at its Effective Time, including all
information contained in the additional registration statement (if any) and
deemed to be a part of the initial registration statement as of the Effective
Time of the additional registration statement pursuant to the General
Instructions of the Form on which it is filed and including all information (if
any) deemed to be a part of the initial registration statement as of its
Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, is
hereinafter referred to as the "Initial Registration Statement". The additional
registration statement, as amended at its Effective Time, including the contents
of the initial registration statement incorporated by reference therein and
including all information (if any) deemed to be a part of the additional
registration statement as of its Effective Time pursuant to Rule 430A(b), is
hereinafter referred to as the "Additional Registration Statement". The Initial
Registration Statement and the Additional Registration Statement are herein
referred to collectively as the "Registration Statements" and individually as a
"Registration Statement". The form of 

                                       2

 
prospectus relating to the Offered Securities, as first filed with the
Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under
the Act or (if no such filing is required) as included in a Registration
Statement, is hereinafter referred to as the "Prospectus". No document has been
or will be prepared or distributed in reliance on Rule 434 under the Act.

     (b) If the Effective Time of the Initial Registration Statement is prior to
the execution and delivery of this Agreement: (i) on the Effective Date of the
Initial Registration Statement, the Initial Registration Statement conformed in
all material respects to the requirements of the Act and the rules and
regulations of the Commission (the "Rules and Regulations") and did not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, (ii) on the Effective Date of the Additional Registration Statement
(if any), each Registration Statement conformed, or will conform, in all
respects to the requirements of the Act and the Rules and Regulations and did
not include, or will not include, any untrue statement of a material fact and
did not omit, or will not omit, to state any material fact required to be stated
therein or necessary to make the statements therein not misleading and (iii) on
the date of this Agreement and on each Closing Date (as defined below), the
Initial Registration Statement and, if the Effective Time of the Additional
Registration Statement is prior to the execution and delivery of this Agreement,
the Additional Registration Statement each conforms, and at the time of filing
of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at
the Effective Date of the Additional Registration Statement in which the
Prospectus is included, each Registration Statement and the Prospectus will
conform, in all respects to the requirements of the Act and the Rules and
Regulations, and neither of such documents includes, or will include, any untrue
statement of a material fact or omits, or will omit, to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading. If the Effective Time of the Initial Registration Statement is
subsequent to the execution and delivery of this Agreement: on the Effective
Date of the Initial Registration Statement and on each Closing Date, the Initial
Registration Statement and the Prospectus will conform in all respects to the
requirements of the Act and the Rules and Regulations, neither of such documents
will include any untrue statement of a material fact or will omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and no Additional Registration Statement has been or
will be filed. The two preceding sentences do not apply to statements in or
omissions from a Registration Statement or the Prospectus based upon written
information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information is that described as such in Section 7(b) hereof.

     (c) The Company has been duly incorporated and is an existing corporation
in good standing under the laws of the Commonwealth of Virginia, with power and
authority (corporate and other) to own and lease its properties and conduct its
business as described in the Prospectus; and the Company is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions in
which its ownership or lease of property or the conduct of its business requires
such qualification, except where such failure to be so qualified or be in good
standing would not individually or in the aggregate have a material adverse
effect on the condition (financial or other), business, properties or results of
operations of the Company and its subsidiaries taken as a whole ("Material
Adverse Effect").

     (d) Each subsidiary of the Company that is a "significant subsidiary" as
defined in Rule 1-02(w) of Regulation S-X under the Act (the "Significant
Subsidiaries") has been duly incorporated or organized, as the case may be, and
is an existing corporation or limited liability

                                       3

 
company, as the case may be, in good standing under the laws of the jurisdiction
of its incorporation or organization, with power and authority (corporate,
limited liability company and other) to own and lease its properties and conduct
its business as described in the Prospectus; and each Significant Subsidiary is
duly qualified to do business as a foreign corporation or limited liability
company, as the case may be, in good standing in all other jurisdictions in
which its ownership or lease of property or the conduct of its business requires
such qualification, except where the failure to be so qualified or be in good
standing would not individually or in the aggregate have a Material Adverse
Effect; all of the issued and outstanding capital stock or limited liability
company interests of each Significant Subsidiary has been duly authorized and
validly issued and is fully paid and nonassessable; and the capital stock or
limited liability company interests of each Significant Subsidiary owned by the
Company, directly or through subsidiaries, is owned free from claims, liens,
encumbrances or other adverse claims. Annex I attached hereto sets forth all of
the Significant Subsidiaries.

     (e) The Offered Securities and all other outstanding shares of capital
stock of the Company have been duly authorized; all outstanding shares of
capital stock of the Company are, and, when the Offered Securities have been
delivered and paid for in accordance with this Agreement on each Closing Date,
such Offered Securities will have been, validly issued, fully paid and
nonassessable and will conform, and all other outstanding shares of capital
stock of the Company conform, to the description thereof contained in the
Prospectus; the Company's authorized equity capitalization is as set forth in
the Prospectus; the certificates for the Offered Securities will be in valid and
sufficient form; except as disclosed in the Prospectus, the shareholders of the
Company have no preemptive rights with respect to the Securities or other rights
to subscribe for the Securities; except as set forth in the Prospectus, no
options, warrants or other rights to purchase, agreements or other obligations
to issue, or rights to convert any obligations into or exchange any securities
for, shares of capital stock of or ownership interests in the Company are
outstanding.

     (f) There are no contracts, agreements or understandings between the
Company and any person that would give rise to a valid claim against the Company
or any Underwriter for a brokerage commission, finder's fee or other like
payment in connection with this offering.

     (g) Except as disclosed in the Prospectus, there are no contracts,
agreements or understandings between the Company and any person granting such
person the right to require the Company to file a registration statement under
the Act with respect to any securities of the Company or to require the Company
to include such securities in the securities registered pursuant to a
Registration Statement or in any securities being registered pursuant to any
other registration statement filed by the Company under the Act.

     (h) The Offered Securities have been approved for listing on the New York
Stock Exchange subject to notice of issuance.

     (i) No consent, approval, authorization, or order of, or filing with, any
governmental agency or body or any court is required for the consummation of the
transactions contemplated by this Agreement in connection with the issuance and
sale of the Offered Securities by the Company, except (i) such as have been
obtained and made under the Act, (ii) such as may be required under state
securities laws and (iii) such as may be required under foreign securities laws
(other than such as may be required under the securities laws and regulations of
foreign jurisdictions in connection with the offering of the Directed Shares
outside of the United States).

                                       4

 
     (j) The execution, delivery and performance of this Agreement, the
Corporate Agreement, dated as of June 12, 2001, between the Parent and the
Company (the "Corporate Agreement"), the Services Agreement, dated as of January
1, 2001 between Philip Morris Management Corp. and the Company (the "Services
Agreement") and the Tax Sharing Agreement, dated as of April 11, 2001 between
the Parent and the Company (the "Tax Sharing Agreement," and collectively with
the Corporate Agreement and the Services Agreement, the "Intercompany
Agreements"), and the issuance and sale of the Offered Securities will not
conflict with or result in a breach or violation of any of the terms and
provisions of, or constitute a default under, or result in the imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any
subsidiary of the Company pursuant to, any law or statute, any rule, regulation
or order of any governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company or any subsidiary of the Company or any of
their respective properties, or any agreement or instrument to which the Company
or any such subsidiary is a party or by which the Company or any such subsidiary
is bound or to which any of the properties of the Company or any such subsidiary
is subject, or the charter or by-laws of the Company or any such subsidiary,
which conflict, breach, default, lien, charge or encumbrance would have a
Material Adverse Effect or have a material adverse effect on the transactions
contemplated by this Agreement, and the Company has full power and authority to
authorize, issue and sell the Offered Securities as contemplated by this
Agreement.

     (k) This Agreement has been duly authorized, executed and delivered by the
Company.

     (l) The Company and its Significant Subsidiaries have good and marketable
title to all real properties and all other properties and assets owned by them,
in each case free from liens, encumbrances and defects that would materially
affect the value thereof or materially interfere with the use made or to be made
thereof by them; and the Company and its Significant Subsidiaries hold any
leased real or personal property under valid and enforceable leases with no
exceptions that would materially interfere with the use made or to be made
thereof by them; and each of the Company and its Significant Subsidiaries owns
or leases all such properties as are necessary to the conduct of its operations
as presently conducted.

     (m) The Company and its subsidiaries possess adequate certificates,
authorities or permits issued by appropriate governmental agencies or bodies
necessary to conduct their business as described in the Prospectus and have not
received any notice of proceedings relating to the revocation or modification of
any such certificate, authority or permit that, if determined adversely to the
Company or any of its subsidiaries, would individually or in the aggregate have
a Material Adverse Effect.

     (n) No labor problem or dispute with the employees of the Company or any
subsidiary exists or, to the knowledge of the Company, is threatened that might
have a Material Adverse Effect.

     (o) The Company and its subsidiaries own, possess or can acquire on
reasonable terms, all material trademarks, trade names and other rights to
inventions, know-how, patents, copyrights, confidential information and other
intellectual property (collectively, "intellectual property rights") necessary
to conduct the business now operated by them, or presently employed by them, and
neither the Company nor any subsidiary of the Company has received any notice of

                                       5

 
infringement of or conflict with asserted rights of others with respect to any
intellectual property rights that, if determined adversely to the Company or any
of its subsidiaries, would individually or in the aggregate have a Material
Adverse Effect.

     (p) Except as disclosed in the Prospectus, neither the Company nor any of
its subsidiaries is in violation of any statute, any rule, regulation, decision
or order of any governmental agency or body or any court, domestic or foreign,
relating to the use, disposal or release of hazardous or toxic substances or
relating to the protection or restoration of the environment or human exposure
to hazardous or toxic substances (collectively, "environmental laws"), owns or
operates any real property contaminated with any substance that is subject to
any environmental laws, is liable for any off-site disposal or contamination
pursuant to any environmental laws, or is subject to any claim relating to any
environmental laws, which violation, contamination, liability or claim would
individually or in the aggregate have a Material Adverse Effect; and the Company
is not aware of any pending investigation which might lead to such a claim.

     (q) Except as disclosed in the Prospectus, there are no pending actions,
suits or proceedings against or affecting the Company, any of its subsidiaries
or any of their respective properties that individually or in the aggregate the
Company reasonably expects to have a Material Adverse Effect, or would
materially and adversely affect the ability of the Company to perform its
obligations under this Agreement, or which are otherwise material in the context
of the sale of the Offered Securities; and no such actions, suits or proceedings
are threatened or, to the Company's knowledge, contemplated.

     (r) Neither the Company nor any subsidiary is in violation or default of
(i) any provision of its charter or bylaws, (ii) the terms of any indenture,
contract, lease, mortgage, deed of trust, note agreement, loan agreement or
other agreement, obligation, condition, covenant or instrument to which it is a
party or bound or to which its property is subject, or (iii) any statute, law,
rule, regulation, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company or such subsidiary or any of its properties, as
applicable, except (A) in the case of clause (i) with respect to subsidiaries of
the Company that are not Significant Subsidiaries, for violations or defaults
that would not individually or in the aggregate have a Material Adverse Effect
and (B) in the case of clauses (ii) and (iii) for violations or defaults that
would not individually or in the aggregate have a Material Adverse Effect.

     (s) The financial statements included in each Registration Statement and
the Prospectus present fairly (i) the combined financial position of the Company
and its subsidiaries as of the dates shown and their results of operations and
cash flows for the periods shown and (ii) the financial position of Nabisco
Holdings Corp. and its consolidated subsidiaries as of the dates shown and their
results of operations and cash flows for the period shown, and all such
financial statements have been prepared in conformity with the generally
accepted accounting principles in the United States applied on a consistent
basis and comply as to form with the applicable accounting requirements of the
Act; the schedule included in each Registration Statement presents fairly the
information required to be stated therein; the summary and selected financial
data included in each Registration Statement and the Prospectus present fairly,
on the basis stated in each Registration Statement and the Prospectus, the
information shown therein; the pro forma financial statements included in each
Registration Statement and the Prospectus comply as to form in all material
respects with Regulation S-X under the Act; and the assumptions used in
preparing

                                       6

 
the pro forma financial statements included in each Registration Statement and
the Prospectus provide a reasonable basis for presenting the significant effects
directly attributable to the transactions or events described therein, the
related pro forma adjustments give appropriate effect to those assumptions, and
the pro forma columns therein reflect the proper application of those
adjustments to the corresponding historical financial statement amounts.

     (t) (i) PricewaterhouseCoopers LLP, who have audited certain financial
statements of the Company and its consolidated subsidiaries and delivered their
report with respect to the audited combined financial statements and schedule of
the Company included in each Registration Statement and the Prospectus are
independent public accountants with respect to the Company within the meaning of
the Act and the Rules and Regulations; and (ii) Deloitte & Touche LLP, who have
audited certain financial statements of Nabisco Holdings Corp. and its
consolidated subsidiaries and delivered their report with respect to the audited
consolidated financial statements included in each Registration Statement and
the Prospectus, are independent public accountants with respect to Nabisco
Holdings Corp. within the meaning of the Act and the Rules and Regulations.

     (u) Except as disclosed in the Prospectus, since the date of the latest
audited financial statements included in the Prospectus there has been no
material adverse change, nor any development or event reasonably likely to have
a prospective material adverse change, in the condition (financial or other),
business, properties or results of operations of the Company and its
subsidiaries taken as a whole, and, except as disclosed in or contemplated by
the Prospectus, there has been no dividend or distribution of any kind declared,
paid or made by the Company on any class of its capital stock.

     (v) The Company is not and, after giving effect to the offering and sale of
the Offered Securities and the application of the proceeds thereof as described
in the Prospectus, will not be an "investment company" as defined in the
Investment Company Act of 1940, as amended.

     (w) There is no franchise, contract or other document of a character
required to be described in any Registration Statement or the Prospectus, or to
be filed as an exhibit thereto, which is not described or filed as required; and
the statements in the Prospectus under the headings "Certain United States
Federal Tax Consequences For Non-United States Shareholders," "Business -
Regulation," "Business - Intellectual Property," "Business - Legal Proceedings,"
"Description of Capital Stock," "Management" and "Relationship with Philip
Morris," insofar as such statements summarize legal matters, agreements,
documents or proceedings discussed therein, are accurate and fair summaries of
such legal matters, agreements, documents or proceedings.

     (x) No Significant Subsidiary of the Company is currently prohibited,
directly or indirectly, from paying any dividends to the Company, from making
any other distribution on such Significant Subsidiary's capital stock, from
repaying to the Company any loans or advances to such Significant Subsidiary
from the Company or from transferring title to any of such Significant
Subsidiary's property or assets to the Company or any other subsidiary of the
Company, except (i) as described in or contemplated by the Prospectus or (ii) in
the case of any Significant Subsidiaries organized outside of the United States,
the effects of foreign tax laws and monetary exchange policies.

     (y) Each of the Intercompany Agreements has been duly authorized, executed
and delivered by the Company and constitutes a valid and legally binding
obligation of the Company, 

                                       7

 
enforceable against the Company in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

     (z) (i) The Registration Statement, the Prospectus and any preliminary
prospectus comply, and any further amendments or supplements thereto will
comply, with any applicable laws or regulations of foreign jurisdictions in
which the Prospectus or any preliminary prospectus, as amended or supplemented,
if applicable, are distributed in connection with the Directed Share Program,
and (ii) no authorization, approval, consent, license, order, registration or
qualification of or with any government, governmental instrumentality or court,
other than such as have been obtained, is necessary under the securities law and
regulations of foreign jurisdictions in which the Directed Shares are offered
outside the United States.

     (aa) Offers in the Directed Share Program will be made only to employees of
the Company, the Parent and their subsidiaries and have not been made to any
other persons.

          3.  Purchase, Sale and Delivery of Offered Securities.  On the basis
of the representations, warranties and agreements herein contained, but subject
to the terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to purchase
from the Company, at a purchase price of $ ___ per share, the respective numbers
of shares of Firm Securities set forth opposite the names of the Underwriters in
Schedule A hereto.

          The Company will deliver the Firm Securities to the Representatives
through the facilities of The Depository Trust Company ("DTC") for the accounts
of the Underwriters, against payment of the purchase price in Federal (same day)
funds by official bank check or checks or wire transfer to an account at a bank
identified by the Company to Credit Suisse First Boston Corporation ("CSFBC")
and Salomon Smith Barney Inc. ("SSB") drawn to the order of the Company, at the
office of Hunton & Williams, 200 Park Avenue, New York, New York 10166, at 9:00
A.M., New York time, on June __, 2001, or at such other time not later than
seven full business days thereafter as CSFBC, SSB and the Company determine,
such time being herein referred to as the "First Closing Date". For purposes of
Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the First Closing Date (if later than the otherwise applicable settlement
date) shall be the settlement date for payment of funds and delivery of
securities for all the Offered Securities sold pursuant to the offering.  The
certificates for the Firm Securities so to be delivered will be in the form of
one or more global securities in definitive form deposited with DTC and
registered in the name of Cede & Co., as nominee for DTC, and will be made
available for checking at least 24 hours prior to the First Closing Date.

          In addition, upon written notice from CSFBC and SSB given to the
Company from time to time not more than 30 days subsequent to the date of the
Prospectus, the Underwriters may purchase all or less than all of the Optional
Securities at the purchase price per Security to be paid for the Firm
Securities. The Company agrees to sell to the Underwriters the number of shares
of Optional Securities specified in such notice and the Underwriters agree,
severally and not jointly, to purchase such Optional Securities. Such Optional
Securities shall be purchased for the account of each Underwriter in the same
proportion as the number of shares of Firm Securities set forth opposite such
Underwriter's name bears to the total number of shares of Firm Securities
(subject to adjustment by CSFBC and SSB to eliminate fractions) and may be
purchased by the Underwriters only for the purpose of covering over-allotments
made in connection with the sale of the Firm Securities. No Optional Securities
shall be sold or delivered unless the Firm Securities previously have been, or
simultaneously are, sold and delivered. The right to purchase the Optional
Securities or any portion thereof may be exercised from time to time up to five
times and to the

                                       8

 
extent not previously exercised may be surrendered and terminated at any time
upon notice by CSFBC and SSB to the Company.

          Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by CSFBC
and SSB but shall be not later than five full business days after written notice
of election to purchase Optional Securities is given. The Company will deliver
the Optional Securities being purchased on each Optional Closing Date to the
Representatives through the facilities of DTC for the accounts of the several
Underwriters, against payment of the purchase price therefor in Federal (same
day) funds by official bank check or checks or wire transfer to an account at a
bank identified by the Company to CSFBC and SSB drawn to the order of the
Company, at the above office of Hunton & Williams.   The certificates for the
Optional Securities being purchased on each Optional Closing Date will be in the
form of one or more global securities in definitive form deposited with DTC and
registered in the name of Cede & Co., as nominee for DTC and will be made
available for checking at a reasonable time in advance of such Optional Closing
Date.

          4.  Offering by Underwriters.  It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

          5.  Certain Agreements of the Company.  The Company agrees with the
several Underwriters that:

     (a) If the Effective Time of the Initial Registration Statement is prior to
the execution and delivery of this Agreement, the Company will file the
Prospectus with the Commission pursuant to and in accordance with subparagraph
(1) (or, if applicable and if consented to by CSFBC and SSB, subparagraph (4))
of Rule 424(b) not later than the earlier of (A) the second business day
following the execution and delivery of this Agreement or (B) the fifteenth
business day after the Effective Date of the Initial Registration Statement. If
the Effective Time of the Initial Registration Statement has not occurred prior
to the execution and delivery of this Agreement, the Company will use its best
efforts to cause the Initial Registration Statement and any amendment thereof to
become effective and will file the Prospectus with the Commission pursuant to
and in accordance with subparagraph (3) of Rule 424(b) not later than the second
business day following the execution and delivery of this Agreement. The Company
will advise CSFBC and SSB promptly of any such filing pursuant to Rule 424(b).
If the Effective Time of the Initial Registration Statement is prior to the
execution and delivery of this Agreement and an additional registration
statement is necessary to register a portion of the Offered Securities under the
Act but the Effective Time thereof has not occurred as of such execution and
delivery, the Company will file the additional registration statement or, if
filed, will file a post-effective amendment thereto with the Commission pursuant
to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time,
on the date of this Agreement or, if earlier, on or prior to the time the
Prospectus is printed and distributed to any Underwriter, or will make such
filing at such later date as shall have been consented to by CSFBC and SSB.

     (b) The Company will advise CSFBC and SSB promptly of any proposal to amend
or supplement the initial or any additional registration statement as filed or
the related prospectus or the Initial Registration Statement, the Additional
Registration Statement (if any) or the Prospectus and will not effect such
amendment or supplementation without CSFBC's and SSB's consent; and the Company
will also advise CSFBC and SSB promptly of the effectiveness 

                                       9

 
of each Registration Statement (if its Effective Time is subsequent to the
execution and delivery of this Agreement) and of any amendment or
supplementation of a Registration Statement or the Prospectus and of the
institution by the Commission of any stop order proceedings in respect of a
Registration Statement or the receipt by the Company of any notification with
respect to the suspension of the qualification of the Offered Securities for
sale in any jurisdiction or the institution or threatening of any proceeding for
such purpose and will use its best efforts to prevent the issuance of any such
stop order or the suspension of any such qualification and to obtain as soon as
possible its lifting, if issued.

     (c) If, at any time when a prospectus relating to the Offered Securities is
required to be delivered under the Act in connection with sales by any
Underwriter or dealer, any event occurs as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the Prospectus to comply
with the Act, the Company will promptly notify CSFBC and SSB of such event and
will promptly prepare and file with the Commission, at its own expense, an
amendment or supplement which will correct such statement or omission or an
amendment which will effect such compliance. Neither CSFBC's or SSB's consent
to, nor the Underwriters' delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6.

     (d) As soon as practicable, but not later than the Availability Date (as
defined below), the Company will make generally available to its securityholders
an earnings statement covering a period of at least 12 months beginning after
the Effective Date of the Initial Registration Statement (or, if later, the
Effective Date of the Additional Registration Statement) which will satisfy the
provisions of Section 11(a) of the Act. For the purpose of the preceding
sentence, "Availability Date" means the 45th day after the end of the fourth
fiscal quarter following the fiscal quarter that includes such Effective Date,
except that, if such fourth fiscal quarter is the last quarter of the Company's
fiscal year, "Availability Date" means the 90th day after the end of such fourth
fiscal quarter.

     (e) The Company will furnish to the Representatives copies of each
Registration Statement (sixteen of which will be signed and will include all
exhibits), each related preliminary prospectus, and, so long as a prospectus
relating to the Offered Securities is required to be delivered under the Act in
connection with sales by any Underwriter or dealer, the Prospectus and all
amendments and supplements to such documents, in each case in such quantities as
CSFBC and SSB reasonably request. The Prospectus shall be so furnished on or
prior to 3:00 P.M., New York time, on the business day following the later of
the execution and delivery of this Agreement or the Effective Time of the
Initial Registration Statement. All other documents shall be so furnished as
soon as available. The Company will pay the expenses of printing and
distributing to the Underwriters all such documents.

     (f) The Company will use its reasonable efforts to arrange for the
qualification of the Offered Securities for sale under the laws of such
jurisdictions as CSFBC and SSB reasonably designate and will continue such
qualifications in effect so long as required for the distribution; provided that
the Company will not be required to qualify to do business in any jurisdiction
where it is not now qualified or take any action which would subject it to
general or unlimited service of process in any jurisdiction where it is not now
subject.

                                       10

 
     (g) The Company will pay all expenses incident to the performance of its
obligations under this Agreement, for any filing fees and other expenses
(including reasonable fees and disbursements of counsel) incurred in connection
with qualification of the Offered Securities for sale under the laws of such
jurisdictions as CSFBC or SSB reasonably designates and the printing of
memoranda relating thereto, for the filing fee incident to the review by the
National Association of Securities Dealers, Inc. ("NASD") of the Offered
Securities, for all fees and expenses incidental to the listing of the Offered
Securities on the New York Stock Exchange and the registration of the Offered
Securities under the Exchange Act, and for expenses incurred in distributing
preliminary prospectuses and the Prospectus (including any amendments and
supplements thereto) to the Underwriters; provided that the Company shall not be
responsible for the expenses of the roadshow other than items specifically
contracted for by the Company.

     (h) For a period of 180 days after the date of the initial public offering
of the Offered Securities, the Company will not offer, sell, contract to sell,
pledge or otherwise dispose of (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash settlement or
otherwise) by the Company or any affiliate of the Company or any person in
privity with the Company or any affiliate of the Company), directly or
indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act, any other shares
of the Company's Securities, any shares of the Company's Class B Common Stock or
any securities convertible into or exchangeable or exercisable for any shares of
the Company's Securities or the Company's Class B Common Stock, or publicly
announce or disclose an intention to effect any such transaction, without the
prior written consent of CSFBC and SSB, except (i) issuances of Securities
pursuant to the conversion of the Company's Class B Common Stock outstanding on
the date hereof, (ii) grants of employee stock options or stock appreciation
rights with respect to the Company's Securities pursuant to the terms of a plan
described in the Prospectus or otherwise described in the Prospectus, (iii)
issuances of the Company's Securities pursuant to the exercise of any employee
stock options granted pursuant to the terms of a plan described in the
Prospectus, (iv) issuances of the Company's Securities pursuant to the Company's
employee benefit plans which are described in the Prospectus or the Company's
dividend reinvestment plan or (v) issuances of the Company's Securities in
connection with the merger with or acquisition of another corporation or entity
or the acquisition of the assets or properties of any such corporation or entity
and the related entry into a merger or acquisition agreement with respect to
such merger or acquisition, so long as the recipients of the Company's
Securities agree in writing prior to the consummation of any such transaction,
pursuant to an instrument in form and substance reasonably satisfactory to CSFBC
and SSB, to be bound by the provisions of this Section 5(h) for the remainder of
the lockup period as if such recipients were the Company, and the public
announcements and related filings of registration statements with respect to any
such issuances; provided that if the Company is unable to obtain signed, written
lockup agreements from the recipients of the Company's Securities in connection
with a merger or acquisition as described in clause (v) of this Section 5(h),
then only the entry into the merger or acquisition agreement, the public
announcement of such transaction and the related filing of a registration
statement shall be permitted and not the related issuance of the Company's
Securities. (i) The Company will not take, directly or indirectly, any action
designed or that would constitute or that might reasonably be expected to cause
or result in, under the Exchange

                                       11

 
Act or otherwise, stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Offered Securities.

     (j) In connection with the Directed Share Program, the Company will ensure
that the Directed Shares will be restricted to the extent required by the NASD
or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a
period of three months following the date of the effectiveness of the
Registration Statement. The Company will direct the transfer agent to place stop
transfer restrictions upon such securities for such period of time.

     (k) The Company will pay any fees and disbursements of counsel incurred by
the Underwriters in connection with the Directed Share Program and stamp duties,
similar taxes or duties or other taxes, if any, incurred by the underwriters in
connection with the Directed Share Program. Furthermore, the Company covenants
with the Underwriters that the Company will comply with all applicable
securities and other applicable laws, rules and regulations in each foreign
jurisdiction in which the Directed Shares are offered in connection with the
Directed Share Program.

          6.  Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:

     (a) The Representatives shall have received a letter, dated the date of
delivery thereof (which, if the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, shall be on
or prior to the date of this Agreement or, if the Effective Time of the Initial
Registration Statement is subsequent to the execution and delivery of this
Agreement, shall be prior to the filing of the amendment or post-effective
amendment to the registration statement to be filed shortly prior to such
Effective Time), of PricewaterhouseCoopers LLP confirming that they are
independent public accountants within the meaning of the Act and the applicable
published Rules and Regulations thereunder and stating to the effect that:

            (i)  in their opinion the financial statements and schedule audited
            by them and included in the Registration Statements comply as to
            form in all material respects with the applicable accounting
            requirements of the Act and the related published Rules and
            Regulations;

            (ii)  they have performed the procedures specified by the American
            Institute of Certified Public Accountants for a review of interim
            financial information as described in Statement of Auditing
            Standards No. 71, Interim Financial Information, on the unaudited
            financial statements of the Company included in the Registration
            Statements;

            (iii)  on the basis of the review referred to in clause (ii) above,
            a reading of the latest available interim financial statements of
            the Company, inquiries of officials of the Company and the Parent
            who have responsibility for financial and accounting matters and
            other specified procedures, including, without limitation, the
            reading of the

                                       12

 
            minutes of the Boards of Directors of each of the Parent and the
            Company and the committees thereof, nothing came to their attention
            that caused them to believe that:

                    (A)  the unaudited financial statements of the Company
               included in the Registration Statements do not comply as to form
               in all material respects with the applicable accounting
               requirements of the Act and the related published Rules and
               Regulations or any material modifications should be made to such
               unaudited financial statements for them to be in conformity with
               generally accepted accounting principles;

                    (B) (i) at the date of the latest available balance sheet
               read by such accountants, there was any change in the capital
               stock or any increase in short-term indebtedness or long-term
               debt of the Company and its subsidiaries or, at the date of the
               latest available balance sheet read by such accountants, there
               was any decrease in combined net current assets or net assets
               (shareholder's equity), as compared with amounts shown on the
               latest balance sheet included in the Prospectus or (ii) at a
               subsequent specified date not more than three business days prior
               to the date of this Agreement, there was any change in the
               capital stock or any increase in long-term debt of the Company
               and its subsidiaries, or at such date there was any decrease in
               net assets (shareholder's equity), as compared with amounts shown
               on the latest balance sheet included in the Prospectus;

                    (C)  for the period from the closing date of the latest
               statement of earnings included in the Prospectus to the closing
               date of the latest available statement of earnings read by such
               accountants there were any decreases, as compared with the
               corresponding period of the previous year, in combined operating
               revenue, operating income, net earnings or basic or diluted
               earnings per share of the Company; or

                    (D)  the information included in the Registration Statements
               and the Prospectus in response to Regulation S-K, Item 301
               (Selected Financial Data) and Item 402 (Executive Compensation)
               is not in conformity with the applicable disclosure requirements
               of Regulation S-K;

               except in all cases set forth in clauses (B) and (C) above for
               changes, increases or decreases which the Prospectus discloses
               have occurred or may occur or which are described in such letter,
               in which case the letter shall be accompanied by an explanation
               by the Company as to the significance thereof unless said
               explanation is not deemed necessary by the Representatives;

            (iv)  they have compared specified dollar amounts (or percentages
            derived from such dollar amounts) and other financial information
            contained in the Registration Statements (in each case to the extent
            that such dollar amounts, percentages and other financial
            information are derived from the general accounting records of the
            Company and its subsidiaries subject to the internal controls of the
            Company's accounting system or are derived directly from such
            records by analysis or computation) with the results obtained from
            inquiries, a reading of such general accounting records and other
            procedures specified in such letter and have found such dollar
            amounts, percentages

                                       13

 
            and other financial information to be in agreement with such
            results, except as otherwise specified in such letter;

            (v)  on the basis of a reading of the unaudited condensed combined
            pro forma financial statements included in the Registration
            Statements and the Prospectus (the "pro forma financial
            statements"); carrying out certain specified procedures; inquiries
            of certain officials of the Company and the Parent who have
            responsibility for financial and accounting matters; and proving the
            arithmetic accuracy of the application of the pro forma adjustments
            to the historical amounts in the pro forma financial statements,
            nothing came to their attention which caused them to believe that
            the pro forma financial statements do not comply as to form in all
            material respects with the applicable accounting requirements of
            Rule 11-02 of Regulation S-X or that the pro forma adjustments have
            not been properly applied to the historical amounts in the
            compilation of such statements;

            (vi)  they have performed the procedures specified by the American
            Institute of Certified Public Accountants for a review of interim
            financial information as described in Statement of Auditing
            Standards No. 71, Interim Financial Information, on the unaudited
            financial statements of Nabisco Holdings Corp. at and for the nine
            months ended September 30, 2000 included in the Registration
            Statements; and

            (vii)  on the basis of the review referred to in clause (vi) above,
            a reading of the latest available interim financial statements of
            Nabisco Holdings Corp., inquiries of officials of the Company and
            the Parent who have responsibility for financial and accounting
            matters and other specified procedures, including, without
            limitation, a reading of the minutes of the Boards of Directors of
            Nabisco Holdings Corp. and the committees thereof, if any, nothing
            came to their attention that caused them to believe that the
            unaudited financial statements of Nabisco Holdings Corp. at and for
            the nine months ended September 30, 2000 included in the
            Registration Statements do not comply as to form in all material
            respects with the applicable accounting requirements of the Act and
            the related published Rules and Regulations or any material
            modifications should be made to such unaudited financial statements
            for them to be in conformity with generally accepted accounting
            principles.

          For purposes of this subsection and Section 6(b) below, (i) if the
          Effective Time of the Initial Registration Statement is subsequent to
          the execution and delivery of this Agreement, "Registration
          Statements" shall mean the initial registration statement as proposed
          to be amended by the amendment or post-effective amendment to be filed
          shortly prior to its Effective Time, (ii) if the Effective Time of the
          Initial Registration Statement is prior to the execution and delivery
          of this Agreement but the Effective Time of the Additional
          Registration is subsequent to such execution and delivery,
          "Registration Statements" shall mean the Initial Registration
          Statement and the additional registration statement as proposed to be
          filed or as proposed to be amended by the post-effective amendment to
          be filed shortly prior to its Effective Time, and (iii) "Prospectus"
          shall mean the prospectus included in the Registration Statements.

     (b)  The Representatives shall have received a letter, dated the
date of delivery thereof (which, if the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this Agreement,
shall be on or prior to the date of this Agreement or, if the Effective 

                                       14

 
Time of the Initial Registration Statement is subsequent to the execution and
delivery of this Agreement, shall be prior to the filing of the amendment or
post-effective amendment to the registration statement to be filed shortly prior
to such Effective Time), of Deloitte & Touche LLP confirming that they are
independent public accountants within the meaning of the Act and the applicable
published Rules and Regulations thereunder and stating to the effect that:

            (i)  in their opinion the financial statements audited by them and
            included in the Registration Statements comply as to form in all
            material respects with the applicable accounting requirements of the
            Act and the related published Rules and Regulations;

            (ii)  they have performed the procedures specified by the American
            Institute of Certified Public Accountants for a review of interim
            financial information as described in Statement of Auditing
            Standards No. 71, Interim Financial Information, on the unaudited
            financial statements of Nabisco Holdings Corp. at and for the nine
            months ended September 30, 1999 included in the Registration
            Statements; and

            (iii)  on the basis of the review referred to in clause (ii) above,
            inquiries of officials of Nabisco Holdings Corp. who have
            responsibility for financial and accounting matters and other
            specified procedures, nothing came to their attention that caused
            them to believe that the unaudited financial statements of Nabisco
            Holdings Corp. included in the Registration Statements do not comply
            as to form in all material respects with the applicable accounting
            requirements of the Act and the related published Rules and
            Regulations or any material modifications should be made to such
            unaudited financial statements for them to be in conformity with
            generally accepted accounting principles.

     (c) If the Effective Time of the Initial Registration Statement is not
prior to the execution and delivery of this Agreement, such Effective Time shall
have occurred not later than 10:00 P.M., New York time, on the date of this
Agreement or such later date as shall have been consented to by CSFBC and SSB.
If the Effective Time of the Additional Registration Statement (if any) is not
prior to the execution and delivery of this Agreement, such Effective Time shall
have occurred not later than 10:00 P.M., New York time, on the date of this
Agreement or, if earlier, the time the Prospectus is printed and distributed to
any Underwriter, or shall have occurred at such later date as shall have been
consented to by CSFBC and SSB. If the Effective Time of the Initial Registration
Statement is prior to the execution and delivery of this Agreement, the
Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing
Date, no stop order suspending the effectiveness of a Registration Statement
shall have been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Company or the Representatives, shall be
contemplated by the Commission.

     (d) Subsequent to the execution and delivery of this Agreement, there shall
not have occurred (i) any change, or any development or event reasonably likely
to have a prospective change, in the condition (financial or other), business,
properties or results of operations of the Company and its subsidiaries taken as
one enterprise which, in the judgment of CSFBC and SSB, is material and adverse
and makes it impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for the Offered Securities; (ii) any
downgrading in the rating of the Company or of any debt securities of the
Company by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act), or any public announcement
that any such organization has under surveillance or review its rating of any

                                       15

 
debt securities of the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any material suspension or material
limitation of trading in securities generally on the New York Stock Exchange, or
any setting of minimum prices for trading on such exchange, or any suspension of
trading of any securities of the Company on any exchange or in the over-the-
counter market; (iv) any banking moratorium declared by U.S. Federal or New York
authorities; or (v) any outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by Congress or any other
substantial national or international calamity or emergency if, in the judgment
of CSFBC and SSB, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the public offering or the sale of and payment for the Offered
Securities.

     (e)  The Representatives shall have received an opinion, dated
such Closing Date, of Hunton & Williams, counsel for the Company,
substantially to the effect that:

                  (i)  The Company has been duly incorporated and is an existing
                  corporation in good standing under the laws of the
                  Commonwealth of Virginia, with corporate power and authority
                  to own and lease its properties and conduct its business as
                  described in the Prospectus;

                  (ii)  Each Significant Subsidiary that is incorporated under
                  the laws of a State or Commonwealth of the United States of
                  America (the "U.S. Significant Subsidiaries") has been duly
                  incorporated and is an existing corporation in good standing
                  under the laws of the jurisdiction of its incorporation, with
                  corporate power and authority to own and lease its properties
                  and conduct its business as described in the Prospectus; all
                  of the issued and outstanding capital stock of each U.S.
                  Significant Subsidiary has been duly authorized and validly
                  issued and is fully paid and nonassessable; and all
                  outstanding shares of capital stock of each Significant
                  Subsidiary are owned by the Company, directly or through
                  subsidiaries, to the knowledge of such counsel, free from
                  security interests, claims, liens and encumbrances;

                  (iii)  The Offered Securities delivered on such Closing Date
                  and all other outstanding shares of the capital stock of the
                  Company have been duly authorized and validly issued, are
                  fully paid and nonassessable and conform to the description
                  thereof contained in the Prospectus; the Company's authorized
                  equity capitalization is as set forth in the Prospectus; the
                  certificates for the Offered Securities are in valid and
                  sufficient form; the shareholders of the Company are not
                  entitled to statutory preemptive or to such counsel's
                  knowledge and except as disclosed in the Prospectus, other
                  similar contractual rights to subscribe for the Securities;
                  except as set forth in the Prospectus, to such counsel's
                  knowledge, no options, warrants or other rights to purchase,
                  agreements or other obligations to issue, or rights to convert
                  any obligations into or exchange any securities for, shares of
                  capital stock of or ownership interests in the Company are
                  outstanding;

                  (iv)  Except as disclosed in the Prospectus, there are no
                  contracts, agreements or understandings known to such counsel
                  between the Company and any person granting such person the
                  right to require the Company to file a registration statement
                  under the Act with respect to any securities of the Company or
                  to require the Company to include such securities in the
                  securities registered pursuant to the Registration Statement
                  or in any

                                      16

 
           securities being registered pursuant to any other registration
           statement filed by the Company under the Act;

           (v) The Company is not and, after giving effect to the offering and
           sale of the Offered Securities and the application of the proceeds
           thereof as described in the Prospectus, will not be an "investment
           company" as defined in the Investment Company Act of 1940, as
           amended;

           (vi) No consent, approval, authorization or order of, or filing with,
           any governmental agency or body of the United States of America, the
           State of New York, the State of Delaware or the Commonwealth of
           Virginia or, to such counsel's knowledge, any court thereof is
           required for the consummation of the transactions contemplated by
           this Agreement in connection with the issuance or sale of the Offered
           Securities by the Company, except such as have been obtained and made
           under the Act and such as may be required under state and foreign
           securities laws;

           (vii) The execution, delivery and performance of this Agreement and
           each of the Intercompany Agreements by the Company and the issuance
           and sale of the Offered Securities will not conflict with or result
           in a breach or violation of any of the terms and provisions of, or
           constitute a default under, or result in the imposition of any lien,
           charge or encumbrance upon any material property or material assets
           of the Company or any Significant Subsidiary pursuant to any law or
           statute, or to such counsel's knowledge, any rule, regulation or
           order of any governmental agency or body of the United States of
           America, the State of New York, the State of Delaware or the
           Commonwealth of Virginia or, to such counsel's knowledge, any court
           thereof having jurisdiction over the Company or any Significant
           Subsidiary or any of their properties, or any agreement or instrument
           to which the Company or any Significant Subsidiary is a party or by
           which the Company or any Significant Subsidiary is bound or to which
           any of the properties of the Company or any Significant Subsidiary is
           subject and listed on Exhibit A to this opinion, or the charter or 
           by-laws of the Company or any U.S. Significant Subsidiary, and the
           Company has full corporate power and authority to authorize, issue
           and sell the Offered Securities as contemplated by this Agreement;

           (viii) The Initial Registration Statement was declared effective
           under the Act as of the date and time specified in such opinion, the
           Additional Registration Statement (if any) was filed and became
           effective under the Act as of the date and time (if determinable)
           specified in such opinion, the Prospectus either was filed with the
           Commission pursuant to the subparagraph of Rule 424(b) specified in
           such opinion on the date specified therein or was included in the
           Initial Registration Statement or the Additional Registration
           Statement (as the case may be), and, to the knowledge of such
           counsel, no stop order suspending the effectiveness of a Registration
           Statement or any part thereof has been issued and no proceedings for
           that purpose have been instituted or are pending or contemplated
           under the Act, and each Registration Statement and the Prospectus,
           and each amendment or supplement thereto, as of their respective
           effective or issue dates, complied as to form in all material
           respects with the requirements of the Act and the Rules and
           Regulations; such counsel has no reason to believe that on its
           effective date or such later date, if any, any Registration Statement
           was last deemed amended, such Registration Statement contained any
           untrue statement of a material fact or omitted to state any material
           fact required to be stated therein or necessary to make the
           statements therein not misleading or that the 

                                      17


          Prospectus or any amendment or supplement thereto, as of its date and
          on such Closing Date, included or includes any untrue statement of a
          material fact or omitted or omits to state a material fact necessary
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading (in each case other than
          the financial statements and other financial data contained therein,
          as to which such counsel need express no opinion); the descriptions in
          the Registration Statements and Prospectus of statutes, legal and
          governmental proceedings and contracts and other documents (other than
          with respect to matters relating to the Federal Food, Drug and
          Cosmetic Act and the United States Department of Agriculture and state
          laws and regulations covering similar matters and other than with
          respect to the National Cheese Exchange cases described under the
          caption "Business - Legal Proceedings" as to which such counsel need
          express no opinion) under the captions "Business -Regulation,"
          "Business - Intellectual Property," "Business - Legal Proceedings,"
          "Management," "Description of Capital Stock" and "Relationship with
          Philip Morris," insofar as such descriptions constitute summaries of
          the legal matters, documents or proceedings referenced therein, are
          accurate in all material respects and fairly present the information
          required to be shown; and such counsel does not know of any legal or
          governmental proceedings required to be described in a Registration
          Statement or the Prospectus which are not described as required or of
          any contracts or documents of a character required to be described in
          a Registration Statement or the Prospectus or to be filed as exhibits
          to a Registration Statement which are not described and filed as
          required;

          (ix)  This Agreement has been duly authorized, executed and delivered
          by the Company; and
          
          (x)   Each of the Intercompany Agreements have been duly authorized,
          executed and delivered by the Company and constitute valid and legally
          binding obligations of the Company, enforceable against the Company in
          accordance with their terms, subject to bankruptcy, insolvency,
          fraudulent transfer, reorganization, moratorium and similar laws of
          general applicability relating to or affecting creditors' rights and
          to general equity principles.

     Such opinion shall be limited in all respects to matters governed by the
     laws of the State of New York and the Commonwealth of Virginia, the
     Delaware General Corporation Law and the Federal laws of the United States
     of America.  Such counsel may rely as to certain matters of fact, to the
     extent they deem proper and so long as acceptable in the reasonable opinion
     of CSFBC and SSB, on certificates of responsible officers of the Company
     and public officials.  Such counsel may also rely as to matters pertaining
     to the due incorporation, corporate existence, power and authority and the
     good standing of Nabisco, Inc. and the issued and outstanding capital stock
     of Nabisco, Inc. under the laws of the State of New Jersey, on the opinion
     delivered by Susan Angele, Senior Director - Legal Services of Kraft Foods
     North America, Inc. and Nabisco, Inc.

     (f)  The Representatives shall have received an opinion, dated
such Closing Date, of Calvin J. Collier, Senior Vice President, General
Counsel and Corporate Secretary of the Company, substantially to the effect
that:

                  (i)  The Company is duly qualified to do business as a foreign
                  corporation in good standing in all jurisdictions in which its
                  ownership or lease of property or the conduct of its business
                  requires such qualification and where the failure to be so
                  qualified would, 

                                       18

 
                  individually or in the aggregate, have a Material Adverse
                  Effect, whether or not arising from transactions in the
                  ordinary course of business, except as set forth in or
                  contemplated by the Prospectus; notwithstanding the foregoing,
                  the Company is duly qualified to do business as a foreign
                  corporation and is in good standing under the laws of those
                  jurisdictions set forth on Annex I hereto;

                  (ii)  Each U.S. Significant Subsidiary is duly qualified to do
                  business as a foreign corporation in good standing in all
                  other jurisdictions in which its ownership or lease of
                  property or the conduct of its business requires such
                  qualification and where the failure to be so qualified would,
                  individually or in the aggregate, have a Material Adverse
                  Effect, whether or not arising from transactions in the
                  ordinary course of business, except as set forth in or
                  contemplated by the Prospectus; notwithstanding the foregoing,
                  each U.S. Significant Subsidiary is duly qualified to do
                  business as a foreign corporation and is in good standing
                  under the laws of those jurisdictions set forth on Annex I
                  hereto;

                  (iii)  No consent, approval, authorization or order of, or
                  filing with, any governmental agency or body or, to such
                  counsel's knowledge, any court is required for the
                  consummation of the transactions contemplated by this
                  Agreement in connection with the issuance or sale of the
                  Offered Securities by the Company, except such as have been
                  obtained and made under the Act and such as may be required
                  under state securities laws;

                  (iv)  The execution, delivery and performance of this
                  Agreement and each of the Intercompany Agreements by the
                  Company and the issuance and sale of the Offered Securities
                  will not conflict with or result in a breach or violation of
                  any of the terms and provisions of, or constitute a default
                  under, or result in the imposition of any lien, charge or
                  encumbrance upon any property or assets of the Company or any
                  Significant Subsidiary pursuant to any law or statute, any
                  rule, regulation or order of any governmental agency or body
                  or, to such counsel's knowledge, any court having jurisdiction
                  over the Company or any Significant Subsidiary or any of their
                  properties, or any agreement or instrument to which any
                  Significant Subsidiary is a party or by which any Significant
                  Subsidiary is bound or to which any of the properties of any
                  Significant Subsidiary is subject;

                  (v)  Such counsel has no reason to believe that on its
                  effective date or such later date, if any, any Registration
                  Statement was last deemed amended, such Registration Statement
                  contained any untrue statement of a material fact or omitted
                  to state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading or
                  that the Prospectus or any amendment or supplement thereto, as
                  of its date and on such Closing Date, included or includes any
                  untrue statement of a material fact or omitted or omits to
                  state a material fact necessary to make the statements
                  therein, in the light of the circumstances under which they
                  were made, not misleading (in each case other than the
                  financial statements and other financial data contained
                  therein, as to which such counsel need express no opinion);
                  the descriptions in the Registration Statements and Prospectus
                  of statutes, legal and governmental proceedings and contracts
                  and other documents (including with respect to matters
                  relating to the Federal Food, Drug and Cosmetic Act and the
                  United States Department of Agriculture and state laws and
                  regulations covering similar matters and including with
                  respect to the National Cheese Exchange cases described under
                  the caption "Business - Legal Proceedings") under the captions
                  "Business - Regulation," "Business -Intellectual Property,"
                  "Business - Legal Proceedings" and "Relationship with Philip
                  Morris," insofar as such descriptions

                                       19

 
                  constitute summaries of the legal matters, documents or
                  proceedings referenced therein, are accurate in all material
                  respects and fairly present the information required to be
                  shown; and such counsel does not know of any legal or
                  governmental proceedings required to be described in a
                  Registration Statement or the Prospectus which are not
                  described as required or of any contracts or documents of a
                  character required to be described in a Registration Statement
                  or the Prospectus or to be filed as exhibits to a Registration
                  Statement which are not described and filed as required.

         Such opinion shall be limited in all respects to matters governed by
the laws of the State of Illinois and the Federal laws of the United States of
America.

     (g) The Representatives shall have received an opinion, dated such Closing
Date, of Sutherland Asbill & Brennan LLP, special tax counsel for the Company,
to the effect that the statements in the Prospectus under the heading "Material
United States Federal Tax Consequences For Non-United States Shareholders,"
insofar as such statements purport to constitute summaries of matters of United
States federal tax law and regulations or legal conclusions with respect
thereto, constitute accurate summaries of the matters described therein in all
material respects.

     (h)  The Representatives shall have received an opinion, dated
such Closing Date, of Homberger Rechtsanwalte, Swiss counsel for the
Company, to the effect that:

                  (i)  Each Significant Subsidiary incorporated or organized
                  under the laws of Switzerland (the "Non-U.S. Significant
                  Subsidiaries") has been duly incorporated and is validly
                  existing as a corporation or limited liability company, as the
                  case may be, under the laws of Switzerland, with corporate
                  power and authority to own and lease its properties and
                  conduct its business as currently conducted; all of the issued
                  shares or quotas, as the case may be, of each Non-U.S.
                  Significant Subsidiary of the Company have been duly and
                  validly authorized and issued, and are fully paid and
                  nonassessable and the shares and quotas of the Non-U.S.
                  Significant Subsidiaries, as the case may be, are owned by the
                  Company, directly or through subsidiaries;

                  (ii)  The execution, delivery and performance of this
                  Agreement by the Company and the issuance and sale of the
                  Offered Securities will not conflict with or result in a
                  breach or violation of any Swiss law or rule, regulation or
                  order of any Swiss governmental agency or body, or any of the
                  terms and provisions of the Non-U.S. Significant Subsidiaries'
                  articles of association; and

                  (iii)  No approval, authorization, consent, order or filing
                  with any Swiss court or governmental agency, or any Swiss
                  stock exchange authorities is required under Swiss law in
                  connection with the execution by the Company of this Agreement
                  and the performance of its obligations hereunder, or for the
                  issue and sale of the Offered Securities by the Company.

     (i) The Representatives shall have received from Simpson Thacher
& Bartlett, counsel for the Underwriters, such opinion or opinions, dated such
Closing Date, with respect to the incorporation of the Company, the validity of
the Offered Securities delivered on such Closing Date, the Registration
Statements, the Prospectus and other related matters as the Representatives may
require, and the Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass upon such matters. In
rendering such opinion, 

                                       20

 
Simpson Thacher & Bartlett may rely as to the incorporation of the Company and
all other matters governed by Virginia law upon the opinion of Hunton & Williams
referred to above.

     (j) The Representatives shall have received a certificate, dated
such Closing Date, of the President or any Vice President and a principal
financial or accounting officer of the Company in which such officers shall
state that, to their knowledge: the representations and warranties of the
Company in this Agreement are true and correct; the Company has complied with
all agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to such Closing Date; no stop order suspending
the effectiveness of any Registration Statement has been issued and no
proceedings for that purpose have been instituted or are contemplated by the
Commission; the Additional Registration Statement (if any) satisfying the
requirements of subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to
Rule 462(b), including payment of the applicable filing fee in accordance with
Rule 111(a) or (b) under the Act, prior to the time the Prospectus was printed
and distributed to any Underwriter; and, subsequent to the date of the most
recent financial statements in the Prospectus, there has been no material
adverse change, nor any development or event reasonably likely to have a
prospective material adverse change, in the condition (financial or other),
business, properties or results of operations of the Company and its
subsidiaries taken as a whole except as set forth in or contemplated by the
Prospectus or as described in such certificate.

     (k) The Representatives shall have received a letter, dated such Closing
Date, of PricewaterhouseCoopers LLP, which meets the requirements of subsection
(a) of this Section, except that the specified date referred to in such
subsection will be a date not more than three days prior to such Closing Date
for the purposes of this subsection.

     (l) The Representatives shall have received a letter, dated such Closing
Date, of Deloitte & Touche LLP, which meets the requirements of subsection (b)
of this Section, except that the specified date referred to in such subsection
will be a date not more than three days prior to such Closing Date for the
purposes of this subsection.

     (m) The Offered Securities shall have been listed and admitted and
authorized for trading on the New York Stock Exchange, and satisfactory evidence
of such actions shall have been provided to the Representatives.

     (n) On or prior to the date of this Agreement, the Representatives shall
have received lockup letters from the Parent and certain directors, executive
officers and other employees of the Company, the Parent and their subsidiaries
agreed upon by the Representatives and the Company.

     (o) The Representatives shall have received a certificate, dated such
Closing Date, of the President or any Vice President and a principal financial
or accounting officer of the Parent in which such officers shall state that, to
their knowledge: (i) the representations and warranties of the Parent in the
letter agreement delivered by the Parent to you concurrently with the execution
and delivery of this Agreement are true and correct; and (ii) the Parent has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied under such letter agreement at or prior to such Closing
Date.

                                       21
     
 
     (p) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.

The Company will furnish the Representatives with such conformed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request.  CSFBC and SSB may in their sole discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

          7.  Indemnification and Contribution.  

     (a) The Company will indemnify and hold harmless each Underwriter, its
partners, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Act, against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, the Prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein, it being understood
and agreed that the only such information furnished by any Underwriter consists
of the information described as such in subsection (b) below; and provided,
further, that that with respect to any untrue statement or omission of material
fact made in any preliminary prospectus, the indemnity agreement contained in
this Section 7(a) shall not inure to the benefit of any Underwriter from whom
the person asserting any such loss, claim, damage or liability purchased the
Offered Securities concerned, to the extent that any such loss, claim, damage or
liability of such Underwriter occurs under the circumstance where it shall have
been determined by a court of competent jurisdiction by final and nonappealable
judgment that (w) the Company had previously furnished copies of the Prospectus
to the Representatives, (x) delivery of the Prospectus was required by the Act
to be made to such person, (y) the untrue statement or omission of a material
fact contained in the preliminary prospectus was corrected in the Prospectus and
(z) there was not sent or given to such person, at or prior to the written
confirmation of the sale of such securities to such person, a copy of the
Prospectus.

          The Company agrees to indemnify and hold harmless each Underwriter,
its partners, directors and officers and each person, if any, who controls such
Underwriter within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act (the "Designated Entities"), from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (i) caused by any untrue statement or
alleged untrue statement of a material fact contained in any material prepared
by or with the consent of the Company or the Parent for distribution to
Participants in connection with the Directed Share Program or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; (ii)
caused by the failure of any Participant to pay for and accept delivery of
Directed Shares that the Participant agreed to purchase; or (iii) related to,
arising out of, or in connection with the Directed Share Program, other than
losses, claims, damages or liabilities (or expenses relating thereto) that are
finally judicially determined to

                                       22
         
 
have resulted from the bad faith or gross negligence of such Designated Entity;
provided that in the case of the indemnity provided by clause (ii), the Company
will only be liable for net losses caused by such failures to the extent the
aggregate of all such net losses exceeds $1,000,000 and then only to the extent
of such excess.

     (b)  Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any who
controls the Company within the meaning of Section 15 of the Act, against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives specifically for use
therein, and will reimburse any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred, it being understood
and agreed that the only such information furnished by any Underwriter consists
of the following information in the Prospectus furnished on behalf of each
Underwriter: the concession and reallowance figures appearing in the fourth
paragraph under the caption "Underwriting," the information contained in the
fourteenth, sixteenth and seventeenth paragraphs under the caption
"Underwriting" and the information relating to a prospectus in electronic format
being made available on websites maintained by one or more of the Underwriters
in the first and third sentences in the fifteenth paragraph under the caption
"Underwriting."

     (c)  Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above.  In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation.  No indemnifying party shall (i) without the
prior written consent of the indemnified party (which consent shall not be
unreasonably withheld), settle, compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
(A) includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding and (B) does not
include a statement as to, or an admission of, fault, culpability or a failure
to act by or on behalf of an indemnified party, or (ii) be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify

                                       23

 
and hold harmless any indemnified party from and against any loss or liability
by reason of such settlement or judgment.

     (d)  If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company, on the one hand, or the Underwriters, on
the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection (d). Notwithstanding
the provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

     (e)  The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company, to each officer of the Company
who has signed a Registration Statement and to each person, if any, who controls
the Company within the meaning of the Act.  Certain of the Underwriters have
entered into a separate indemnification agreement with the Company and the
Parent relating to the Offered Securities.
 
          8.  Default of Underwriters.  If any Underwriter or Underwriters
default in their obligations to purchase Offered Securities hereunder on either
the First or any Optional Closing Date and the aggregate number of shares of
Offered Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date,
CSFBC and SSB may make arrangements satisfactory to the Company for the purchase
of such Offered Securities by other persons, including any of the Underwriters,
but if no such arrangements are made by such Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments 

                                       24


hereunder, to purchase the Offered Securities that such defaulting Underwriters
agreed but failed to purchase on such Closing Date. If any Underwriter or
Underwriters so default and the aggregate number of shares of Offered Securities
with respect to which such default or defaults occur exceeds 10% of the total
number of shares of Offered Securities that the Underwriters are obligated to
purchase on such Closing Date and arrangements satisfactory to CSFBC, SSB and
the Company for the purchase of such Offered Securities by other persons are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Company, except
as provided in Section 9 (provided that if such default occurs with respect to
Optional Securities after the First Closing Date, this Agreement will not
terminate as to the Firm Securities or any Optional Securities purchased prior
to such termination). As used in this Agreement, the term "Underwriter" includes
any person substituted for an Underwriter under this Section. Nothing herein
will relieve a defaulting Underwriter from liability for its default.

          9.  Survival of Certain Representations and Obligations.  The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement and of the officers of the Parent
set forth in the officers' certificate delivered pursuant to this Agreement will
remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of any Underwriter, the Company
or any of their respective representatives, officers or directors or any
controlling person, and will survive delivery of and payment for the Offered
Securities. If the obligations of the Underwriters with respect to any offering
of Securities are terminated pursuant to Section 8 or if for any reason the
purchase of the Offered Securities by the Underwriters is not consummated, the
Company shall remain responsible for the expenses to be paid or reimbursed by it
pursuant to Section 5 and the respective obligations of the Company and the
Underwriters pursuant to Section 7 shall remain in effect, and if any Offered
Securities have been purchased hereunder the representations and warranties in
Section 2 and all obligations under Section 5 shall also remain in effect. If
the purchase of the Offered Securities by the Underwriters is not consummated
for any reason other than because of the termination of this Agreement pursuant
to Section 8 or the occurrence of any event specified in clause (iii), (iv) or
(v) of Section 6(d), the Company will reimburse the Underwriters for all
substantiated out-of-pocket expenses (including fees and disbursements of
counsel) reasonably incurred by them in connection with the offering of the
Offered Securities.

          10.  Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives, c/o Credit Suisse First Boston Corporation, Eleven
Madison Avenue, New York, New York 10010-3629, Attention:  Transactions Advisory
Group and Salomon Smith Barney Inc., 388 Greenwich Street, New York, New York
10013, Attention:  General Counsel, or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at Kraft Foods Inc., Three Lakes
Drive, Northfield, Illinois 60093, Attention:  General Counsel; provided,
however, that any notice to an Underwriter pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to such Underwriter.

          11.  Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.

          12.  Representation of Underwriters.  The Representatives will act for
the several Underwriters in connection with this financing, and any action under
this Agreement taken by the Representatives jointly or by CSFBC or SSB will be
binding upon all the Underwriters.

                                       25


          13.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

          14.  Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

          The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

                                       26

 
          If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement between the
Company and the several Underwriters in accordance with its terms.

                              Very truly yours,

                              KRAFT FOODS INC.

                              By:
                                 ---------------------------------
                                 Name:
                                 Title:


The foregoing Underwriting Agreement is 
  hereby confirmed and accepted as of the
  date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
SALOMON SMITH BARNEY INC.

     Acting on behalf of themselves and as the
           Representatives of the several
           Underwriters

     By  CREDIT SUISSE FIRST BOSTON CORPORATION


     By: 
         ---------------------------------
         Title:


     By  SALOMON SMITH BARNEY INC.


     By: 
         ---------------------------------
         Title:

                                       27

 
                                   SCHEDULE A


Underwriter Number of ----------- --------- Firm Securities --------------- Credit Suisse First Boston Corporation............................ Salomon Smith Barney Inc.......................................... Deutsche Banc Alex. Brown Inc..................................... J.P. Morgan Securities Inc........................................ Morgan Stanley & Co. Incorporated................................. UBS Warburg LLC................................................... BNP Paribas....................................................... HSBC Securities (USA) Inc......................................... Lehman Brothers Inc............................................... Blaylock & Partners, L.P.......................................... Dresdner Kleinwort Wasserstein Securities LLC..................... Prudential Securities Incorporated................................ Ramirez & Co., Inc................................................ Sanford C. Bernstein & Co., LLC................................... Utendahl Capital Partners, L.P.................................... ______________ Total................................................... 280,000,000 ==============
ANNEX I SIGNIFICANT SUBSIDIARIES Kraft Foods North America, Inc. Kraft Foods Holdings, Inc. Kraft Foods International, Inc. Kraft Foods Holdings (Europa) GmbH Kraft Foods Schweiz Holdings AG Nabisco Holdings Corp. Nabisco, Inc.