{"id":43966,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-kraft-foods-inc-credit-suisse-first.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-kraft-foods-inc-credit-suisse-first","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-kraft-foods-inc-credit-suisse-first.html","title":{"rendered":"Underwriting Agreement &#8211; Kraft Foods Inc., Credit Suisse First Boston Corp. and Salomon Smith Barney Inc."},"content":{"rendered":"<pre>                               280,000,000 Shares\n\n                                KRAFT FOODS INC.\n\n                              Class A Common Stock\n\n                             UNDERWRITING AGREEMENT\n                             ----------------------\n\n                                                                   June __, 2001\n\nCredit Suisse First Boston Corporation\nEleven Madison Avenue\nNew York, N.Y. 10010-3629\n\n     and\n\nSalomon Smith Barney Inc.\n388 Greenwich Street\nNew York, N.Y.  10013\n\nAs Representatives of the Several Underwriters\n\nLadies and Gentlemen:\n\n          1.  Introductory.  Kraft Foods Inc., a Virginia corporation (the\n\"Company\"), proposes to issue and sell 280,000,000 shares (\"Firm Securities\") of\nits Class A Common Stock, no par value (\"Securities\"), and also proposes to\nissue and sell to the Underwriters, at the option of the Underwriters, an\naggregate of not more than 28,000,000 additional shares (\"Optional Securities\")\nof its Securities as set forth below. The Firm Securities and the Optional\nSecurities are herein collectively called the \"Offered Securities\".  As part of\nthe offering contemplated by this Agreement, the Underwriters (as defined\nherein) have agreed to reserve out of the Firm Securities purchased by them\nunder this Agreement, up to 8,400,000 shares, for sale to the directors,\nofficers and employees of the Company and its subsidiaries, Philip Morris\nCompanies Inc., a Virginia corporation (the \"Parent\") and the other subsidiaries\nof the Parent (collectively, \"Participants\"), as set forth in the Prospectus (as\ndefined herein) under the heading \"Underwriting\" (the \"Directed Share Program\").\nThe Firm Securities to be sold pursuant to the Directed Share Program (the\n\"Directed Shares\") will be sold at the public offering price. Any Directed\nShares not subscribed for by the end of the business day on which this Agreement\nis executed will be offered to the public by the Underwriters as set forth in\nthe Prospectus.  The Company is a wholly owned subsidiary of the Parent.  The\nCompany hereby agrees with the several Underwriters named in Schedule A hereto\n(\"Underwriters\") as follows:\n\n          2.  Representations and Warranties of the Company.  The Company\nrepresents and warrants to, and agrees with, the several Underwriters that:\n\n \n     (a) A registration statement (No. 333-57162) relating to the Offered\nSecurities, including a form of prospectus, has been filed with the Securities\nand Exchange Commission (the \"Commission\") and either (i) has been declared\neffective under the Securities Act of 1933, as amended (the \"Act\") and is not\nproposed to be amended or (ii) is proposed to be amended by amendment or\npost-effective amendment. If such registration statement (the \"initial\nregistration statement\") has been declared effective, either (i) an additional\nregistration statement (the \"additional registration statement\") relating to the\nOffered Securities may have been filed with the Commission pursuant to Rule\n462(b) (\"Rule 462(b)\") under the Act and, if so filed, has become effective upon\nfiling pursuant to such Rule and the Offered Securities all have been duly\nregistered under the Act pursuant to the initial registration statement and, if\napplicable, the additional registration statement or (ii) such an additional\nregistration statement is proposed to be filed with the Commission pursuant to\nRule 462(b) and will become effective upon filing pursuant to such Rule and upon\nsuch filing the Offered Securities will all have been duly registered under the\nAct pursuant to the initial registration statement and such additional\nregistration statement. If the Company does not propose to amend the initial\nregistration statement or if an additional registration statement has been filed\nand the Company does not propose to amend it, and if any post-effective\namendment to either such registration statement has been filed with the\nCommission prior to the execution and delivery of this Agreement, the most\nrecent amendment (if any) to each such registration statement has been declared\neffective by the Commission or has become effective upon filing pursuant to Rule\n462(c) (\"Rule 462(c)\") under the Act or, in the case of the additional\nregistration statement, Rule 462(b). For purposes of this Agreement, \"Effective\nTime\" with respect to the initial registration statement or, if filed prior to\nthe execution and delivery of this Agreement, the additional registration\nstatement means (i) if the Company has advised the Representatives that it does\nnot propose to amend such registration statement, the date and time as of which\nsuch registration statement, or the most recent post-effective amendment thereto\n(if any) filed prior to the execution and delivery of this Agreement, was\ndeclared effective by the Commission or has become effective upon filing\npursuant to Rule 462(c), or (ii) if the Company has advised the Representatives\nthat it proposes to file an amendment or post-effective amendment to such\nregistration statement, the date and time as of which such registration\nstatement, as amended by such amendment or post-effective amendment, as the case\nmay be, is declared effective by the Commission. If an additional registration\nstatement has not been filed prior to the execution and delivery of this\nAgreement but the Company has advised the Representatives that it proposes to\nfile one, \"Effective Time\" with respect to such additional registration\nstatement means the date and time as of which such registration statement is\nfiled and becomes effective pursuant to Rule 462(b). \"Effective Date\" with\nrespect to the initial registration statement or the additional registration\nstatement (if any) means the date of the Effective Time thereof. The initial\nregistration statement, as amended at its Effective Time, including all\ninformation contained in the additional registration statement (if any) and\ndeemed to be a part of the initial registration statement as of the Effective\nTime of the additional registration statement pursuant to the General\nInstructions of the Form on which it is filed and including all information (if\nany) deemed to be a part of the initial registration statement as of its\nEffective Time pursuant to Rule 430A(b) (\"Rule 430A(b)\") under the Act, is\nhereinafter referred to as the \"Initial Registration Statement\". The additional\nregistration statement, as amended at its Effective Time, including the contents\nof the initial registration statement incorporated by reference therein and\nincluding all information (if any) deemed to be a part of the additional\nregistration statement as of its Effective Time pursuant to Rule 430A(b), is\nhereinafter referred to as the \"Additional Registration Statement\". The Initial\nRegistration Statement and the Additional Registration Statement are herein\nreferred to collectively as the \"Registration Statements\" and individually as a\n\"Registration Statement\". The form of \n\n                                       2\n\n \nprospectus relating to the Offered Securities, as first filed with the\nCommission pursuant to and in accordance with Rule 424(b) (\"Rule 424(b)\") under\nthe Act or (if no such filing is required) as included in a Registration\nStatement, is hereinafter referred to as the \"Prospectus\". No document has been\nor will be prepared or distributed in reliance on Rule 434 under the Act.\n\n     (b) If the Effective Time of the Initial Registration Statement is prior to\nthe execution and delivery of this Agreement: (i) on the Effective Date of the\nInitial Registration Statement, the Initial Registration Statement conformed in\nall material respects to the requirements of the Act and the rules and\nregulations of the Commission (the \"Rules and Regulations\") and did not include\nany untrue statement of a material fact or omit to state any material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading, (ii) on the Effective Date of the Additional Registration Statement\n(if any), each Registration Statement conformed, or will conform, in all\nrespects to the requirements of the Act and the Rules and Regulations and did\nnot include, or will not include, any untrue statement of a material fact and\ndid not omit, or will not omit, to state any material fact required to be stated\ntherein or necessary to make the statements therein not misleading and (iii) on\nthe date of this Agreement and on each Closing Date (as defined below), the\nInitial Registration Statement and, if the Effective Time of the Additional\nRegistration Statement is prior to the execution and delivery of this Agreement,\nthe Additional Registration Statement each conforms, and at the time of filing\nof the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at\nthe Effective Date of the Additional Registration Statement in which the\nProspectus is included, each Registration Statement and the Prospectus will\nconform, in all respects to the requirements of the Act and the Rules and\nRegulations, and neither of such documents includes, or will include, any untrue\nstatement of a material fact or omits, or will omit, to state any material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading. If the Effective Time of the Initial Registration Statement is\nsubsequent to the execution and delivery of this Agreement: on the Effective\nDate of the Initial Registration Statement and on each Closing Date, the Initial\nRegistration Statement and the Prospectus will conform in all respects to the\nrequirements of the Act and the Rules and Regulations, neither of such documents\nwill include any untrue statement of a material fact or will omit to state any\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading, and no Additional Registration Statement has been or\nwill be filed. The two preceding sentences do not apply to statements in or\nomissions from a Registration Statement or the Prospectus based upon written\ninformation furnished to the Company by any Underwriter through the\nRepresentatives specifically for use therein, it being understood and agreed\nthat the only such information is that described as such in Section 7(b) hereof.\n\n     (c) The Company has been duly incorporated and is an existing corporation\nin good standing under the laws of the Commonwealth of Virginia, with power and\nauthority (corporate and other) to own and lease its properties and conduct its\nbusiness as described in the Prospectus; and the Company is duly qualified to do\nbusiness as a foreign corporation in good standing in all other jurisdictions in\nwhich its ownership or lease of property or the conduct of its business requires\nsuch qualification, except where such failure to be so qualified or be in good\nstanding would not individually or in the aggregate have a material adverse\neffect on the condition (financial or other), business, properties or results of\noperations of the Company and its subsidiaries taken as a whole (\"Material\nAdverse Effect\").\n\n     (d) Each subsidiary of the Company that is a \"significant subsidiary\" as\ndefined in Rule 1-02(w) of Regulation S-X under the Act (the \"Significant\nSubsidiaries\") has been duly incorporated or organized, as the case may be, and\nis an existing corporation or limited liability\n\n                                       3\n\n \ncompany, as the case may be, in good standing under the laws of the jurisdiction\nof its incorporation or organization, with power and authority (corporate,\nlimited liability company and other) to own and lease its properties and conduct\nits business as described in the Prospectus; and each Significant Subsidiary is\nduly qualified to do business as a foreign corporation or limited liability\ncompany, as the case may be, in good standing in all other jurisdictions in\nwhich its ownership or lease of property or the conduct of its business requires\nsuch qualification, except where the failure to be so qualified or be in good\nstanding would not individually or in the aggregate have a Material Adverse\nEffect; all of the issued and outstanding capital stock or limited liability\ncompany interests of each Significant Subsidiary has been duly authorized and\nvalidly issued and is fully paid and nonassessable; and the capital stock or\nlimited liability company interests of each Significant Subsidiary owned by the\nCompany, directly or through subsidiaries, is owned free from claims, liens,\nencumbrances or other adverse claims. Annex I attached hereto sets forth all of\nthe Significant Subsidiaries.\n\n     (e) The Offered Securities and all other outstanding shares of capital\nstock of the Company have been duly authorized; all outstanding shares of\ncapital stock of the Company are, and, when the Offered Securities have been\ndelivered and paid for in accordance with this Agreement on each Closing Date,\nsuch Offered Securities will have been, validly issued, fully paid and\nnonassessable and will conform, and all other outstanding shares of capital\nstock of the Company conform, to the description thereof contained in the\nProspectus; the Company's authorized equity capitalization is as set forth in\nthe Prospectus; the certificates for the Offered Securities will be in valid and\nsufficient form; except as disclosed in the Prospectus, the shareholders of the\nCompany have no preemptive rights with respect to the Securities or other rights\nto subscribe for the Securities; except as set forth in the Prospectus, no\noptions, warrants or other rights to purchase, agreements or other obligations\nto issue, or rights to convert any obligations into or exchange any securities\nfor, shares of capital stock of or ownership interests in the Company are\noutstanding.\n\n     (f) There are no contracts, agreements or understandings between the\nCompany and any person that would give rise to a valid claim against the Company\nor any Underwriter for a brokerage commission, finder's fee or other like\npayment in connection with this offering.\n\n     (g) Except as disclosed in the Prospectus, there are no contracts,\nagreements or understandings between the Company and any person granting such\nperson the right to require the Company to file a registration statement under\nthe Act with respect to any securities of the Company or to require the Company\nto include such securities in the securities registered pursuant to a\nRegistration Statement or in any securities being registered pursuant to any\nother registration statement filed by the Company under the Act.\n\n     (h) The Offered Securities have been approved for listing on the New York\nStock Exchange subject to notice of issuance.\n\n     (i) No consent, approval, authorization, or order of, or filing with, any\ngovernmental agency or body or any court is required for the consummation of the\ntransactions contemplated by this Agreement in connection with the issuance and\nsale of the Offered Securities by the Company, except (i) such as have been\nobtained and made under the Act, (ii) such as may be required under state\nsecurities laws and (iii) such as may be required under foreign securities laws\n(other than such as may be required under the securities laws and regulations of\nforeign jurisdictions in connection with the offering of the Directed Shares\noutside of the United States).\n\n                                       4\n\n \n     (j) The execution, delivery and performance of this Agreement, the\nCorporate Agreement, dated as of June 12, 2001, between the Parent and the\nCompany (the \"Corporate Agreement\"), the Services Agreement, dated as of January\n1, 2001 between Philip Morris Management Corp. and the Company (the \"Services\nAgreement\") and the Tax Sharing Agreement, dated as of April 11, 2001 between\nthe Parent and the Company (the \"Tax Sharing Agreement,\" and collectively with\nthe Corporate Agreement and the Services Agreement, the \"Intercompany\nAgreements\"), and the issuance and sale of the Offered Securities will not\nconflict with or result in a breach or violation of any of the terms and\nprovisions of, or constitute a default under, or result in the imposition of any\nlien, charge or encumbrance upon any property or assets of the Company or any\nsubsidiary of the Company pursuant to, any law or statute, any rule, regulation\nor order of any governmental agency or body or any court, domestic or foreign,\nhaving jurisdiction over the Company or any subsidiary of the Company or any of\ntheir respective properties, or any agreement or instrument to which the Company\nor any such subsidiary is a party or by which the Company or any such subsidiary\nis bound or to which any of the properties of the Company or any such subsidiary\nis subject, or the charter or by-laws of the Company or any such subsidiary,\nwhich conflict, breach, default, lien, charge or encumbrance would have a\nMaterial Adverse Effect or have a material adverse effect on the transactions\ncontemplated by this Agreement, and the Company has full power and authority to\nauthorize, issue and sell the Offered Securities as contemplated by this\nAgreement.\n\n     (k) This Agreement has been duly authorized, executed and delivered by the\nCompany.\n\n     (l) The Company and its Significant Subsidiaries have good and marketable\ntitle to all real properties and all other properties and assets owned by them,\nin each case free from liens, encumbrances and defects that would materially\naffect the value thereof or materially interfere with the use made or to be made\nthereof by them; and the Company and its Significant Subsidiaries hold any\nleased real or personal property under valid and enforceable leases with no\nexceptions that would materially interfere with the use made or to be made\nthereof by them; and each of the Company and its Significant Subsidiaries owns\nor leases all such properties as are necessary to the conduct of its operations\nas presently conducted.\n\n     (m) The Company and its subsidiaries possess adequate certificates,\nauthorities or permits issued by appropriate governmental agencies or bodies\nnecessary to conduct their business as described in the Prospectus and have not\nreceived any notice of proceedings relating to the revocation or modification of\nany such certificate, authority or permit that, if determined adversely to the\nCompany or any of its subsidiaries, would individually or in the aggregate have\na Material Adverse Effect.\n\n     (n) No labor problem or dispute with the employees of the Company or any\nsubsidiary exists or, to the knowledge of the Company, is threatened that might\nhave a Material Adverse Effect.\n\n     (o) The Company and its subsidiaries own, possess or can acquire on\nreasonable terms, all material trademarks, trade names and other rights to\ninventions, know-how, patents, copyrights, confidential information and other\nintellectual property (collectively, \"intellectual property rights\") necessary\nto conduct the business now operated by them, or presently employed by them, and\nneither the Company nor any subsidiary of the Company has received any notice of\n\n                                       5\n\n \ninfringement of or conflict with asserted rights of others with respect to any\nintellectual property rights that, if determined adversely to the Company or any\nof its subsidiaries, would individually or in the aggregate have a Material\nAdverse Effect.\n\n     (p) Except as disclosed in the Prospectus, neither the Company nor any of\nits subsidiaries is in violation of any statute, any rule, regulation, decision\nor order of any governmental agency or body or any court, domestic or foreign,\nrelating to the use, disposal or release of hazardous or toxic substances or\nrelating to the protection or restoration of the environment or human exposure\nto hazardous or toxic substances (collectively, \"environmental laws\"), owns or\noperates any real property contaminated with any substance that is subject to\nany environmental laws, is liable for any off-site disposal or contamination\npursuant to any environmental laws, or is subject to any claim relating to any\nenvironmental laws, which violation, contamination, liability or claim would\nindividually or in the aggregate have a Material Adverse Effect; and the Company\nis not aware of any pending investigation which might lead to such a claim.\n\n     (q) Except as disclosed in the Prospectus, there are no pending actions,\nsuits or proceedings against or affecting the Company, any of its subsidiaries\nor any of their respective properties that individually or in the aggregate the\nCompany reasonably expects to have a Material Adverse Effect, or would\nmaterially and adversely affect the ability of the Company to perform its\nobligations under this Agreement, or which are otherwise material in the context\nof the sale of the Offered Securities; and no such actions, suits or proceedings\nare threatened or, to the Company's knowledge, contemplated.\n\n     (r) Neither the Company nor any subsidiary is in violation or default of\n(i) any provision of its charter or bylaws, (ii) the terms of any indenture,\ncontract, lease, mortgage, deed of trust, note agreement, loan agreement or\nother agreement, obligation, condition, covenant or instrument to which it is a\nparty or bound or to which its property is subject, or (iii) any statute, law,\nrule, regulation, judgment, order or decree of any court, regulatory body,\nadministrative agency, governmental body, arbitrator or other authority having\njurisdiction over the Company or such subsidiary or any of its properties, as\napplicable, except (A) in the case of clause (i) with respect to subsidiaries of\nthe Company that are not Significant Subsidiaries, for violations or defaults\nthat would not individually or in the aggregate have a Material Adverse Effect\nand (B) in the case of clauses (ii) and (iii) for violations or defaults that\nwould not individually or in the aggregate have a Material Adverse Effect.\n\n     (s) The financial statements included in each Registration Statement and\nthe Prospectus present fairly (i) the combined financial position of the Company\nand its subsidiaries as of the dates shown and their results of operations and\ncash flows for the periods shown and (ii) the financial position of Nabisco\nHoldings Corp. and its consolidated subsidiaries as of the dates shown and their\nresults of operations and cash flows for the period shown, and all such\nfinancial statements have been prepared in conformity with the generally\naccepted accounting principles in the United States applied on a consistent\nbasis and comply as to form with the applicable accounting requirements of the\nAct; the schedule included in each Registration Statement presents fairly the\ninformation required to be stated therein; the summary and selected financial\ndata included in each Registration Statement and the Prospectus present fairly,\non the basis stated in each Registration Statement and the Prospectus, the\ninformation shown therein; the pro forma financial statements included in each\nRegistration Statement and the Prospectus comply as to form in all material\nrespects with Regulation S-X under the Act; and the assumptions used in\npreparing\n\n                                       6\n\n \nthe pro forma financial statements included in each Registration Statement and\nthe Prospectus provide a reasonable basis for presenting the significant effects\ndirectly attributable to the transactions or events described therein, the\nrelated pro forma adjustments give appropriate effect to those assumptions, and\nthe pro forma columns therein reflect the proper application of those\nadjustments to the corresponding historical financial statement amounts.\n\n     (t) (i) PricewaterhouseCoopers LLP, who have audited certain financial\nstatements of the Company and its consolidated subsidiaries and delivered their\nreport with respect to the audited combined financial statements and schedule of\nthe Company included in each Registration Statement and the Prospectus are\nindependent public accountants with respect to the Company within the meaning of\nthe Act and the Rules and Regulations; and (ii) Deloitte &amp; Touche LLP, who have\naudited certain financial statements of Nabisco Holdings Corp. and its\nconsolidated subsidiaries and delivered their report with respect to the audited\nconsolidated financial statements included in each Registration Statement and\nthe Prospectus, are independent public accountants with respect to Nabisco\nHoldings Corp. within the meaning of the Act and the Rules and Regulations.\n\n     (u) Except as disclosed in the Prospectus, since the date of the latest\naudited financial statements included in the Prospectus there has been no\nmaterial adverse change, nor any development or event reasonably likely to have\na prospective material adverse change, in the condition (financial or other),\nbusiness, properties or results of operations of the Company and its\nsubsidiaries taken as a whole, and, except as disclosed in or contemplated by\nthe Prospectus, there has been no dividend or distribution of any kind declared,\npaid or made by the Company on any class of its capital stock.\n\n     (v) The Company is not and, after giving effect to the offering and sale of\nthe Offered Securities and the application of the proceeds thereof as described\nin the Prospectus, will not be an \"investment company\" as defined in the\nInvestment Company Act of 1940, as amended.\n\n     (w) There is no franchise, contract or other document of a character\nrequired to be described in any Registration Statement or the Prospectus, or to\nbe filed as an exhibit thereto, which is not described or filed as required; and\nthe statements in the Prospectus under the headings \"Certain United States\nFederal Tax Consequences For Non-United States Shareholders,\" \"Business -\nRegulation,\" \"Business - Intellectual Property,\" \"Business - Legal Proceedings,\"\n\"Description of Capital Stock,\" \"Management\" and \"Relationship with Philip\nMorris,\" insofar as such statements summarize legal matters, agreements,\ndocuments or proceedings discussed therein, are accurate and fair summaries of\nsuch legal matters, agreements, documents or proceedings.\n\n     (x) No Significant Subsidiary of the Company is currently prohibited,\ndirectly or indirectly, from paying any dividends to the Company, from making\nany other distribution on such Significant Subsidiary's capital stock, from\nrepaying to the Company any loans or advances to such Significant Subsidiary\nfrom the Company or from transferring title to any of such Significant\nSubsidiary's property or assets to the Company or any other subsidiary of the\nCompany, except (i) as described in or contemplated by the Prospectus or (ii) in\nthe case of any Significant Subsidiaries organized outside of the United States,\nthe effects of foreign tax laws and monetary exchange policies.\n\n     (y) Each of the Intercompany Agreements has been duly authorized, executed\nand delivered by the Company and constitutes a valid and legally binding\nobligation of the Company, \n\n                                       7\n\n \nenforceable against the Company in accordance with its terms, subject to\nbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and\nsimilar laws of general applicability relating to or affecting creditors' rights\nand to general equity principles.\n\n     (z) (i) The Registration Statement, the Prospectus and any preliminary\nprospectus comply, and any further amendments or supplements thereto will\ncomply, with any applicable laws or regulations of foreign jurisdictions in\nwhich the Prospectus or any preliminary prospectus, as amended or supplemented,\nif applicable, are distributed in connection with the Directed Share Program,\nand (ii) no authorization, approval, consent, license, order, registration or\nqualification of or with any government, governmental instrumentality or court,\nother than such as have been obtained, is necessary under the securities law and\nregulations of foreign jurisdictions in which the Directed Shares are offered\noutside the United States.\n\n     (aa) Offers in the Directed Share Program will be made only to employees of\nthe Company, the Parent and their subsidiaries and have not been made to any\nother persons.\n\n          3.  Purchase, Sale and Delivery of Offered Securities.  On the basis\nof the representations, warranties and agreements herein contained, but subject\nto the terms and conditions herein set forth, the Company agrees to sell to the\nUnderwriters, and the Underwriters agree, severally and not jointly, to purchase\nfrom the Company, at a purchase price of $ ___ per share, the respective numbers\nof shares of Firm Securities set forth opposite the names of the Underwriters in\nSchedule A hereto.\n\n          The Company will deliver the Firm Securities to the Representatives\nthrough the facilities of The Depository Trust Company (\"DTC\") for the accounts\nof the Underwriters, against payment of the purchase price in Federal (same day)\nfunds by official bank check or checks or wire transfer to an account at a bank\nidentified by the Company to Credit Suisse First Boston Corporation (\"CSFBC\")\nand Salomon Smith Barney Inc. (\"SSB\") drawn to the order of the Company, at the\noffice of Hunton &amp; Williams, 200 Park Avenue, New York, New York 10166, at 9:00\nA.M., New York time, on June __, 2001, or at such other time not later than\nseven full business days thereafter as CSFBC, SSB and the Company determine,\nsuch time being herein referred to as the \"First Closing Date\". For purposes of\nRule 15c6-1 under the Securities Exchange Act of 1934, as amended (the \"Exchange\nAct\"), the First Closing Date (if later than the otherwise applicable settlement\ndate) shall be the settlement date for payment of funds and delivery of\nsecurities for all the Offered Securities sold pursuant to the offering.  The\ncertificates for the Firm Securities so to be delivered will be in the form of\none or more global securities in definitive form deposited with DTC and\nregistered in the name of Cede &amp; Co., as nominee for DTC, and will be made\navailable for checking at least 24 hours prior to the First Closing Date.\n\n          In addition, upon written notice from CSFBC and SSB given to the\nCompany from time to time not more than 30 days subsequent to the date of the\nProspectus, the Underwriters may purchase all or less than all of the Optional\nSecurities at the purchase price per Security to be paid for the Firm\nSecurities. The Company agrees to sell to the Underwriters the number of shares\nof Optional Securities specified in such notice and the Underwriters agree,\nseverally and not jointly, to purchase such Optional Securities. Such Optional\nSecurities shall be purchased for the account of each Underwriter in the same\nproportion as the number of shares of Firm Securities set forth opposite such\nUnderwriter's name bears to the total number of shares of Firm Securities\n(subject to adjustment by CSFBC and SSB to eliminate fractions) and may be\npurchased by the Underwriters only for the purpose of covering over-allotments\nmade in connection with the sale of the Firm Securities. No Optional Securities\nshall be sold or delivered unless the Firm Securities previously have been, or\nsimultaneously are, sold and delivered. The right to purchase the Optional\nSecurities or any portion thereof may be exercised from time to time up to five\ntimes and to the\n\n                                       8\n\n \nextent not previously exercised may be surrendered and terminated at any time\nupon notice by CSFBC and SSB to the Company.\n\n          Each time for the delivery of and payment for the Optional Securities,\nbeing herein referred to as an \"Optional Closing Date\", which may be the First\nClosing Date (the First Closing Date and each Optional Closing Date, if any,\nbeing sometimes referred to as a \"Closing Date\"), shall be determined by CSFBC\nand SSB but shall be not later than five full business days after written notice\nof election to purchase Optional Securities is given. The Company will deliver\nthe Optional Securities being purchased on each Optional Closing Date to the\nRepresentatives through the facilities of DTC for the accounts of the several\nUnderwriters, against payment of the purchase price therefor in Federal (same\nday) funds by official bank check or checks or wire transfer to an account at a\nbank identified by the Company to CSFBC and SSB drawn to the order of the\nCompany, at the above office of Hunton &amp; Williams.   The certificates for the\nOptional Securities being purchased on each Optional Closing Date will be in the\nform of one or more global securities in definitive form deposited with DTC and\nregistered in the name of Cede &amp; Co., as nominee for DTC and will be made\navailable for checking at a reasonable time in advance of such Optional Closing\nDate.\n\n          4.  Offering by Underwriters.  It is understood that the several\nUnderwriters propose to offer the Offered Securities for sale to the public as\nset forth in the Prospectus.\n\n          5.  Certain Agreements of the Company.  The Company agrees with the\nseveral Underwriters that:\n\n     (a) If the Effective Time of the Initial Registration Statement is prior to\nthe execution and delivery of this Agreement, the Company will file the\nProspectus with the Commission pursuant to and in accordance with subparagraph\n(1) (or, if applicable and if consented to by CSFBC and SSB, subparagraph (4))\nof Rule 424(b) not later than the earlier of (A) the second business day\nfollowing the execution and delivery of this Agreement or (B) the fifteenth\nbusiness day after the Effective Date of the Initial Registration Statement. If\nthe Effective Time of the Initial Registration Statement has not occurred prior\nto the execution and delivery of this Agreement, the Company will use its best\nefforts to cause the Initial Registration Statement and any amendment thereof to\nbecome effective and will file the Prospectus with the Commission pursuant to\nand in accordance with subparagraph (3) of Rule 424(b) not later than the second\nbusiness day following the execution and delivery of this Agreement. The Company\nwill advise CSFBC and SSB promptly of any such filing pursuant to Rule 424(b).\nIf the Effective Time of the Initial Registration Statement is prior to the\nexecution and delivery of this Agreement and an additional registration\nstatement is necessary to register a portion of the Offered Securities under the\nAct but the Effective Time thereof has not occurred as of such execution and\ndelivery, the Company will file the additional registration statement or, if\nfiled, will file a post-effective amendment thereto with the Commission pursuant\nto and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time,\non the date of this Agreement or, if earlier, on or prior to the time the\nProspectus is printed and distributed to any Underwriter, or will make such\nfiling at such later date as shall have been consented to by CSFBC and SSB.\n\n     (b) The Company will advise CSFBC and SSB promptly of any proposal to amend\nor supplement the initial or any additional registration statement as filed or\nthe related prospectus or the Initial Registration Statement, the Additional\nRegistration Statement (if any) or the Prospectus and will not effect such\namendment or supplementation without CSFBC's and SSB's consent; and the Company\nwill also advise CSFBC and SSB promptly of the effectiveness \n\n                                       9\n\n \nof each Registration Statement (if its Effective Time is subsequent to the\nexecution and delivery of this Agreement) and of any amendment or\nsupplementation of a Registration Statement or the Prospectus and of the\ninstitution by the Commission of any stop order proceedings in respect of a\nRegistration Statement or the receipt by the Company of any notification with\nrespect to the suspension of the qualification of the Offered Securities for\nsale in any jurisdiction or the institution or threatening of any proceeding for\nsuch purpose and will use its best efforts to prevent the issuance of any such\nstop order or the suspension of any such qualification and to obtain as soon as\npossible its lifting, if issued.\n\n     (c) If, at any time when a prospectus relating to the Offered Securities is\nrequired to be delivered under the Act in connection with sales by any\nUnderwriter or dealer, any event occurs as a result of which the Prospectus as\nthen amended or supplemented would include an untrue statement of a material\nfact or omit to state any material fact necessary to make the statements\ntherein, in the light of the circumstances under which they were made, not\nmisleading, or if it is necessary at any time to amend the Prospectus to comply\nwith the Act, the Company will promptly notify CSFBC and SSB of such event and\nwill promptly prepare and file with the Commission, at its own expense, an\namendment or supplement which will correct such statement or omission or an\namendment which will effect such compliance. Neither CSFBC's or SSB's consent\nto, nor the Underwriters' delivery of, any such amendment or supplement shall\nconstitute a waiver of any of the conditions set forth in Section 6.\n\n     (d) As soon as practicable, but not later than the Availability Date (as\ndefined below), the Company will make generally available to its securityholders\nan earnings statement covering a period of at least 12 months beginning after\nthe Effective Date of the Initial Registration Statement (or, if later, the\nEffective Date of the Additional Registration Statement) which will satisfy the\nprovisions of Section 11(a) of the Act. For the purpose of the preceding\nsentence, \"Availability Date\" means the 45th day after the end of the fourth\nfiscal quarter following the fiscal quarter that includes such Effective Date,\nexcept that, if such fourth fiscal quarter is the last quarter of the Company's\nfiscal year, \"Availability Date\" means the 90th day after the end of such fourth\nfiscal quarter.\n\n     (e) The Company will furnish to the Representatives copies of each\nRegistration Statement (sixteen of which will be signed and will include all\nexhibits), each related preliminary prospectus, and, so long as a prospectus\nrelating to the Offered Securities is required to be delivered under the Act in\nconnection with sales by any Underwriter or dealer, the Prospectus and all\namendments and supplements to such documents, in each case in such quantities as\nCSFBC and SSB reasonably request. The Prospectus shall be so furnished on or\nprior to 3:00 P.M., New York time, on the business day following the later of\nthe execution and delivery of this Agreement or the Effective Time of the\nInitial Registration Statement. All other documents shall be so furnished as\nsoon as available. The Company will pay the expenses of printing and\ndistributing to the Underwriters all such documents.\n\n     (f) The Company will use its reasonable efforts to arrange for the\nqualification of the Offered Securities for sale under the laws of such\njurisdictions as CSFBC and SSB reasonably designate and will continue such\nqualifications in effect so long as required for the distribution; provided that\nthe Company will not be required to qualify to do business in any jurisdiction\nwhere it is not now qualified or take any action which would subject it to\ngeneral or unlimited service of process in any jurisdiction where it is not now\nsubject.\n\n                                       10\n\n \n     (g) The Company will pay all expenses incident to the performance of its\nobligations under this Agreement, for any filing fees and other expenses\n(including reasonable fees and disbursements of counsel) incurred in connection\nwith qualification of the Offered Securities for sale under the laws of such\njurisdictions as CSFBC or SSB reasonably designates and the printing of\nmemoranda relating thereto, for the filing fee incident to the review by the\nNational Association of Securities Dealers, Inc. (\"NASD\") of the Offered\nSecurities, for all fees and expenses incidental to the listing of the Offered\nSecurities on the New York Stock Exchange and the registration of the Offered\nSecurities under the Exchange Act, and for expenses incurred in distributing\npreliminary prospectuses and the Prospectus (including any amendments and\nsupplements thereto) to the Underwriters; provided that the Company shall not be\nresponsible for the expenses of the roadshow other than items specifically\ncontracted for by the Company.\n\n     (h) For a period of 180 days after the date of the initial public offering\nof the Offered Securities, the Company will not offer, sell, contract to sell,\npledge or otherwise dispose of (or enter into any transaction which is designed\nto, or might reasonably be expected to, result in the disposition (whether by\nactual disposition or effective economic disposition due to cash settlement or\notherwise) by the Company or any affiliate of the Company or any person in\nprivity with the Company or any affiliate of the Company), directly or\nindirectly, including the filing (or participation in the filing) of a\nregistration statement with the Commission in respect of, or establish or\nincrease a put equivalent position or liquidate or decrease a call equivalent\nposition within the meaning of Section 16 of the Exchange Act, any other shares\nof the Company's Securities, any shares of the Company's Class B Common Stock or\nany securities convertible into or exchangeable or exercisable for any shares of\nthe Company's Securities or the Company's Class B Common Stock, or publicly\nannounce or disclose an intention to effect any such transaction, without the\nprior written consent of CSFBC and SSB, except (i) issuances of Securities\npursuant to the conversion of the Company's Class B Common Stock outstanding on\nthe date hereof, (ii) grants of employee stock options or stock appreciation\nrights with respect to the Company's Securities pursuant to the terms of a plan\ndescribed in the Prospectus or otherwise described in the Prospectus, (iii)\nissuances of the Company's Securities pursuant to the exercise of any employee\nstock options granted pursuant to the terms of a plan described in the\nProspectus, (iv) issuances of the Company's Securities pursuant to the Company's\nemployee benefit plans which are described in the Prospectus or the Company's\ndividend reinvestment plan or (v) issuances of the Company's Securities in\nconnection with the merger with or acquisition of another corporation or entity\nor the acquisition of the assets or properties of any such corporation or entity\nand the related entry into a merger or acquisition agreement with respect to\nsuch merger or acquisition, so long as the recipients of the Company's\nSecurities agree in writing prior to the consummation of any such transaction,\npursuant to an instrument in form and substance reasonably satisfactory to CSFBC\nand SSB, to be bound by the provisions of this Section 5(h) for the remainder of\nthe lockup period as if such recipients were the Company, and the public\nannouncements and related filings of registration statements with respect to any\nsuch issuances; provided that if the Company is unable to obtain signed, written\nlockup agreements from the recipients of the Company's Securities in connection\nwith a merger or acquisition as described in clause (v) of this Section 5(h),\nthen only the entry into the merger or acquisition agreement, the public\nannouncement of such transaction and the related filing of a registration\nstatement shall be permitted and not the related issuance of the Company's\nSecurities. (i) The Company will not take, directly or indirectly, any action\ndesigned or that would constitute or that might reasonably be expected to cause\nor result in, under the Exchange\n\n                                       11\n\n \nAct or otherwise, stabilization or manipulation of the price of any security of\nthe Company to facilitate the sale or resale of the Offered Securities.\n\n     (j) In connection with the Directed Share Program, the Company will ensure\nthat the Directed Shares will be restricted to the extent required by the NASD\nor the NASD rules from sale, transfer, assignment, pledge or hypothecation for a\nperiod of three months following the date of the effectiveness of the\nRegistration Statement. The Company will direct the transfer agent to place stop\ntransfer restrictions upon such securities for such period of time.\n\n     (k) The Company will pay any fees and disbursements of counsel incurred by\nthe Underwriters in connection with the Directed Share Program and stamp duties,\nsimilar taxes or duties or other taxes, if any, incurred by the underwriters in\nconnection with the Directed Share Program. Furthermore, the Company covenants\nwith the Underwriters that the Company will comply with all applicable\nsecurities and other applicable laws, rules and regulations in each foreign\njurisdiction in which the Directed Shares are offered in connection with the\nDirected Share Program.\n\n          6.  Conditions of the Obligations of the Underwriters. The obligations\nof the several Underwriters to purchase and pay for the Firm Securities on the\nFirst Closing Date and the Optional Securities to be purchased on each Optional\nClosing Date will be subject to the accuracy of the representations and\nwarranties on the part of the Company herein, to the accuracy of the statements\nof Company officers made pursuant to the provisions hereof, to the performance\nby the Company of its obligations hereunder and to the following additional\nconditions precedent:\n\n     (a) The Representatives shall have received a letter, dated the date of\ndelivery thereof (which, if the Effective Time of the Initial Registration\nStatement is prior to the execution and delivery of this Agreement, shall be on\nor prior to the date of this Agreement or, if the Effective Time of the Initial\nRegistration Statement is subsequent to the execution and delivery of this\nAgreement, shall be prior to the filing of the amendment or post-effective\namendment to the registration statement to be filed shortly prior to such\nEffective Time), of PricewaterhouseCoopers LLP confirming that they are\nindependent public accountants within the meaning of the Act and the applicable\npublished Rules and Regulations thereunder and stating to the effect that:\n\n            (i)  in their opinion the financial statements and schedule audited\n            by them and included in the Registration Statements comply as to\n            form in all material respects with the applicable accounting\n            requirements of the Act and the related published Rules and\n            Regulations;\n\n            (ii)  they have performed the procedures specified by the American\n            Institute of Certified Public Accountants for a review of interim\n            financial information as described in Statement of Auditing\n            Standards No. 71, Interim Financial Information, on the unaudited\n            financial statements of the Company included in the Registration\n            Statements;\n\n            (iii)  on the basis of the review referred to in clause (ii) above,\n            a reading of the latest available interim financial statements of\n            the Company, inquiries of officials of the Company and the Parent\n            who have responsibility for financial and accounting matters and\n            other specified procedures, including, without limitation, the\n            reading of the\n\n                                       12\n\n \n            minutes of the Boards of Directors of each of the Parent and the\n            Company and the committees thereof, nothing came to their attention\n            that caused them to believe that:\n\n                    (A)  the unaudited financial statements of the Company\n               included in the Registration Statements do not comply as to form\n               in all material respects with the applicable accounting\n               requirements of the Act and the related published Rules and\n               Regulations or any material modifications should be made to such\n               unaudited financial statements for them to be in conformity with\n               generally accepted accounting principles;\n\n                    (B) (i) at the date of the latest available balance sheet\n               read by such accountants, there was any change in the capital\n               stock or any increase in short-term indebtedness or long-term\n               debt of the Company and its subsidiaries or, at the date of the\n               latest available balance sheet read by such accountants, there\n               was any decrease in combined net current assets or net assets\n               (shareholder's equity), as compared with amounts shown on the\n               latest balance sheet included in the Prospectus or (ii) at a\n               subsequent specified date not more than three business days prior\n               to the date of this Agreement, there was any change in the\n               capital stock or any increase in long-term debt of the Company\n               and its subsidiaries, or at such date there was any decrease in\n               net assets (shareholder's equity), as compared with amounts shown\n               on the latest balance sheet included in the Prospectus;\n\n                    (C)  for the period from the closing date of the latest\n               statement of earnings included in the Prospectus to the closing\n               date of the latest available statement of earnings read by such\n               accountants there were any decreases, as compared with the\n               corresponding period of the previous year, in combined operating\n               revenue, operating income, net earnings or basic or diluted\n               earnings per share of the Company; or\n\n                    (D)  the information included in the Registration Statements\n               and the Prospectus in response to Regulation S-K, Item 301\n               (Selected Financial Data) and Item 402 (Executive Compensation)\n               is not in conformity with the applicable disclosure requirements\n               of Regulation S-K;\n\n               except in all cases set forth in clauses (B) and (C) above for\n               changes, increases or decreases which the Prospectus discloses\n               have occurred or may occur or which are described in such letter,\n               in which case the letter shall be accompanied by an explanation\n               by the Company as to the significance thereof unless said\n               explanation is not deemed necessary by the Representatives;\n\n            (iv)  they have compared specified dollar amounts (or percentages\n            derived from such dollar amounts) and other financial information\n            contained in the Registration Statements (in each case to the extent\n            that such dollar amounts, percentages and other financial\n            information are derived from the general accounting records of the\n            Company and its subsidiaries subject to the internal controls of the\n            Company's accounting system or are derived directly from such\n            records by analysis or computation) with the results obtained from\n            inquiries, a reading of such general accounting records and other\n            procedures specified in such letter and have found such dollar\n            amounts, percentages\n\n                                       13\n\n \n            and other financial information to be in agreement with such\n            results, except as otherwise specified in such letter;\n\n            (v)  on the basis of a reading of the unaudited condensed combined\n            pro forma financial statements included in the Registration\n            Statements and the Prospectus (the \"pro forma financial\n            statements\"); carrying out certain specified procedures; inquiries\n            of certain officials of the Company and the Parent who have\n            responsibility for financial and accounting matters; and proving the\n            arithmetic accuracy of the application of the pro forma adjustments\n            to the historical amounts in the pro forma financial statements,\n            nothing came to their attention which caused them to believe that\n            the pro forma financial statements do not comply as to form in all\n            material respects with the applicable accounting requirements of\n            Rule 11-02 of Regulation S-X or that the pro forma adjustments have\n            not been properly applied to the historical amounts in the\n            compilation of such statements;\n\n            (vi)  they have performed the procedures specified by the American\n            Institute of Certified Public Accountants for a review of interim\n            financial information as described in Statement of Auditing\n            Standards No. 71, Interim Financial Information, on the unaudited\n            financial statements of Nabisco Holdings Corp. at and for the nine\n            months ended September 30, 2000 included in the Registration\n            Statements; and\n\n            (vii)  on the basis of the review referred to in clause (vi) above,\n            a reading of the latest available interim financial statements of\n            Nabisco Holdings Corp., inquiries of officials of the Company and\n            the Parent who have responsibility for financial and accounting\n            matters and other specified procedures, including, without\n            limitation, a reading of the minutes of the Boards of Directors of\n            Nabisco Holdings Corp. and the committees thereof, if any, nothing\n            came to their attention that caused them to believe that the\n            unaudited financial statements of Nabisco Holdings Corp. at and for\n            the nine months ended September 30, 2000 included in the\n            Registration Statements do not comply as to form in all material\n            respects with the applicable accounting requirements of the Act and\n            the related published Rules and Regulations or any material\n            modifications should be made to such unaudited financial statements\n            for them to be in conformity with generally accepted accounting\n            principles.\n\n          For purposes of this subsection and Section 6(b) below, (i) if the\n          Effective Time of the Initial Registration Statement is subsequent to\n          the execution and delivery of this Agreement, \"Registration\n          Statements\" shall mean the initial registration statement as proposed\n          to be amended by the amendment or post-effective amendment to be filed\n          shortly prior to its Effective Time, (ii) if the Effective Time of the\n          Initial Registration Statement is prior to the execution and delivery\n          of this Agreement but the Effective Time of the Additional\n          Registration is subsequent to such execution and delivery,\n          \"Registration Statements\" shall mean the Initial Registration\n          Statement and the additional registration statement as proposed to be\n          filed or as proposed to be amended by the post-effective amendment to\n          be filed shortly prior to its Effective Time, and (iii) \"Prospectus\"\n          shall mean the prospectus included in the Registration Statements.\n\n     (b)  The Representatives shall have received a letter, dated the\ndate of delivery thereof (which, if the Effective Time of the Initial\nRegistration Statement is prior to the execution and delivery of this Agreement,\nshall be on or prior to the date of this Agreement or, if the Effective \n\n                                       14\n\n \nTime of the Initial Registration Statement is subsequent to the execution and\ndelivery of this Agreement, shall be prior to the filing of the amendment or\npost-effective amendment to the registration statement to be filed shortly prior\nto such Effective Time), of Deloitte &amp; Touche LLP confirming that they are\nindependent public accountants within the meaning of the Act and the applicable\npublished Rules and Regulations thereunder and stating to the effect that:\n\n            (i)  in their opinion the financial statements audited by them and\n            included in the Registration Statements comply as to form in all\n            material respects with the applicable accounting requirements of the\n            Act and the related published Rules and Regulations;\n\n            (ii)  they have performed the procedures specified by the American\n            Institute of Certified Public Accountants for a review of interim\n            financial information as described in Statement of Auditing\n            Standards No. 71, Interim Financial Information, on the unaudited\n            financial statements of Nabisco Holdings Corp. at and for the nine\n            months ended September 30, 1999 included in the Registration\n            Statements; and\n\n            (iii)  on the basis of the review referred to in clause (ii) above,\n            inquiries of officials of Nabisco Holdings Corp. who have\n            responsibility for financial and accounting matters and other\n            specified procedures, nothing came to their attention that caused\n            them to believe that the unaudited financial statements of Nabisco\n            Holdings Corp. included in the Registration Statements do not comply\n            as to form in all material respects with the applicable accounting\n            requirements of the Act and the related published Rules and\n            Regulations or any material modifications should be made to such\n            unaudited financial statements for them to be in conformity with\n            generally accepted accounting principles.\n\n     (c) If the Effective Time of the Initial Registration Statement is not\nprior to the execution and delivery of this Agreement, such Effective Time shall\nhave occurred not later than 10:00 P.M., New York time, on the date of this\nAgreement or such later date as shall have been consented to by CSFBC and SSB.\nIf the Effective Time of the Additional Registration Statement (if any) is not\nprior to the execution and delivery of this Agreement, such Effective Time shall\nhave occurred not later than 10:00 P.M., New York time, on the date of this\nAgreement or, if earlier, the time the Prospectus is printed and distributed to\nany Underwriter, or shall have occurred at such later date as shall have been\nconsented to by CSFBC and SSB. If the Effective Time of the Initial Registration\nStatement is prior to the execution and delivery of this Agreement, the\nProspectus shall have been filed with the Commission in accordance with the\nRules and Regulations and Section 5(a) of this Agreement. Prior to such Closing\nDate, no stop order suspending the effectiveness of a Registration Statement\nshall have been issued and no proceedings for that purpose shall have been\ninstituted or, to the knowledge of the Company or the Representatives, shall be\ncontemplated by the Commission.\n\n     (d) Subsequent to the execution and delivery of this Agreement, there shall\nnot have occurred (i) any change, or any development or event reasonably likely\nto have a prospective change, in the condition (financial or other), business,\nproperties or results of operations of the Company and its subsidiaries taken as\none enterprise which, in the judgment of CSFBC and SSB, is material and adverse\nand makes it impractical or inadvisable to proceed with completion of the public\noffering or the sale of and payment for the Offered Securities; (ii) any\ndowngrading in the rating of the Company or of any debt securities of the\nCompany by any \"nationally recognized statistical rating organization\" (as\ndefined for purposes of Rule 436(g) under the Act), or any public announcement\nthat any such organization has under surveillance or review its rating of any\n\n                                       15\n\n \ndebt securities of the Company (other than an announcement with positive\nimplications of a possible upgrading, and no implication of a possible\ndowngrading, of such rating); (iii) any material suspension or material\nlimitation of trading in securities generally on the New York Stock Exchange, or\nany setting of minimum prices for trading on such exchange, or any suspension of\ntrading of any securities of the Company on any exchange or in the over-the-\ncounter market; (iv) any banking moratorium declared by U.S. Federal or New York\nauthorities; or (v) any outbreak or escalation of major hostilities in which the\nUnited States is involved, any declaration of war by Congress or any other\nsubstantial national or international calamity or emergency if, in the judgment\nof CSFBC and SSB, the effect of any such outbreak, escalation, declaration,\ncalamity or emergency makes it impractical or inadvisable to proceed with\ncompletion of the public offering or the sale of and payment for the Offered\nSecurities.\n\n     (e)  The Representatives shall have received an opinion, dated\nsuch Closing Date, of Hunton &amp; Williams, counsel for the Company,\nsubstantially to the effect that:\n\n                  (i)  The Company has been duly incorporated and is an existing\n                  corporation in good standing under the laws of the\n                  Commonwealth of Virginia, with corporate power and authority\n                  to own and lease its properties and conduct its business as\n                  described in the Prospectus;\n\n                  (ii)  Each Significant Subsidiary that is incorporated under\n                  the laws of a State or Commonwealth of the United States of\n                  America (the \"U.S. Significant Subsidiaries\") has been duly\n                  incorporated and is an existing corporation in good standing\n                  under the laws of the jurisdiction of its incorporation, with\n                  corporate power and authority to own and lease its properties\n                  and conduct its business as described in the Prospectus; all\n                  of the issued and outstanding capital stock of each U.S.\n                  Significant Subsidiary has been duly authorized and validly\n                  issued and is fully paid and nonassessable; and all\n                  outstanding shares of capital stock of each Significant\n                  Subsidiary are owned by the Company, directly or through\n                  subsidiaries, to the knowledge of such counsel, free from\n                  security interests, claims, liens and encumbrances;\n\n                  (iii)  The Offered Securities delivered on such Closing Date\n                  and all other outstanding shares of the capital stock of the\n                  Company have been duly authorized and validly issued, are\n                  fully paid and nonassessable and conform to the description\n                  thereof contained in the Prospectus; the Company's authorized\n                  equity capitalization is as set forth in the Prospectus; the\n                  certificates for the Offered Securities are in valid and\n                  sufficient form; the shareholders of the Company are not\n                  entitled to statutory preemptive or to such counsel's\n                  knowledge and except as disclosed in the Prospectus, other\n                  similar contractual rights to subscribe for the Securities;\n                  except as set forth in the Prospectus, to such counsel's\n                  knowledge, no options, warrants or other rights to purchase,\n                  agreements or other obligations to issue, or rights to convert\n                  any obligations into or exchange any securities for, shares of\n                  capital stock of or ownership interests in the Company are\n                  outstanding;\n\n                  (iv)  Except as disclosed in the Prospectus, there are no\n                  contracts, agreements or understandings known to such counsel\n                  between the Company and any person granting such person the\n                  right to require the Company to file a registration statement\n                  under the Act with respect to any securities of the Company or\n                  to require the Company to include such securities in the\n                  securities registered pursuant to the Registration Statement\n                  or in any\n\n                                      16\n\n \n           securities being registered pursuant to any other registration\n           statement filed by the Company under the Act;\n\n           (v) The Company is not and, after giving effect to the offering and\n           sale of the Offered Securities and the application of the proceeds\n           thereof as described in the Prospectus, will not be an \"investment\n           company\" as defined in the Investment Company Act of 1940, as\n           amended;\n\n           (vi) No consent, approval, authorization or order of, or filing with,\n           any governmental agency or body of the United States of America, the\n           State of New York, the State of Delaware or the Commonwealth of\n           Virginia or, to such counsel's knowledge, any court thereof is\n           required for the consummation of the transactions contemplated by\n           this Agreement in connection with the issuance or sale of the Offered\n           Securities by the Company, except such as have been obtained and made\n           under the Act and such as may be required under state and foreign\n           securities laws;\n\n           (vii) The execution, delivery and performance of this Agreement and\n           each of the Intercompany Agreements by the Company and the issuance\n           and sale of the Offered Securities will not conflict with or result\n           in a breach or violation of any of the terms and provisions of, or\n           constitute a default under, or result in the imposition of any lien,\n           charge or encumbrance upon any material property or material assets\n           of the Company or any Significant Subsidiary pursuant to any law or\n           statute, or to such counsel's knowledge, any rule, regulation or\n           order of any governmental agency or body of the United States of\n           America, the State of New York, the State of Delaware or the\n           Commonwealth of Virginia or, to such counsel's knowledge, any court\n           thereof having jurisdiction over the Company or any Significant\n           Subsidiary or any of their properties, or any agreement or instrument\n           to which the Company or any Significant Subsidiary is a party or by\n           which the Company or any Significant Subsidiary is bound or to which\n           any of the properties of the Company or any Significant Subsidiary is\n           subject and listed on Exhibit A to this opinion, or the charter or \n           by-laws of the Company or any U.S. Significant Subsidiary, and the\n           Company has full corporate power and authority to authorize, issue\n           and sell the Offered Securities as contemplated by this Agreement;\n\n           (viii) The Initial Registration Statement was declared effective\n           under the Act as of the date and time specified in such opinion, the\n           Additional Registration Statement (if any) was filed and became\n           effective under the Act as of the date and time (if determinable)\n           specified in such opinion, the Prospectus either was filed with the\n           Commission pursuant to the subparagraph of Rule 424(b) specified in\n           such opinion on the date specified therein or was included in the\n           Initial Registration Statement or the Additional Registration\n           Statement (as the case may be), and, to the knowledge of such\n           counsel, no stop order suspending the effectiveness of a Registration\n           Statement or any part thereof has been issued and no proceedings for\n           that purpose have been instituted or are pending or contemplated\n           under the Act, and each Registration Statement and the Prospectus,\n           and each amendment or supplement thereto, as of their respective\n           effective or issue dates, complied as to form in all material\n           respects with the requirements of the Act and the Rules and\n           Regulations; such counsel has no reason to believe that on its\n           effective date or such later date, if any, any Registration Statement\n           was last deemed amended, such Registration Statement contained any\n           untrue statement of a material fact or omitted to state any material\n           fact required to be stated therein or necessary to make the\n           statements therein not misleading or that the \n\n                                      17\n\n\n          Prospectus or any amendment or supplement thereto, as of its date and\n          on such Closing Date, included or includes any untrue statement of a\n          material fact or omitted or omits to state a material fact necessary\n          to make the statements therein, in the light of the circumstances\n          under which they were made, not misleading (in each case other than\n          the financial statements and other financial data contained therein,\n          as to which such counsel need express no opinion); the descriptions in\n          the Registration Statements and Prospectus of statutes, legal and\n          governmental proceedings and contracts and other documents (other than\n          with respect to matters relating to the Federal Food, Drug and\n          Cosmetic Act and the United States Department of Agriculture and state\n          laws and regulations covering similar matters and other than with\n          respect to the National Cheese Exchange cases described under the\n          caption \"Business - Legal Proceedings\" as to which such counsel need\n          express no opinion) under the captions \"Business -Regulation,\"\n          \"Business - Intellectual Property,\" \"Business - Legal Proceedings,\"\n          \"Management,\" \"Description of Capital Stock\" and \"Relationship with\n          Philip Morris,\" insofar as such descriptions constitute summaries of\n          the legal matters, documents or proceedings referenced therein, are\n          accurate in all material respects and fairly present the information\n          required to be shown; and such counsel does not know of any legal or\n          governmental proceedings required to be described in a Registration\n          Statement or the Prospectus which are not described as required or of\n          any contracts or documents of a character required to be described in\n          a Registration Statement or the Prospectus or to be filed as exhibits\n          to a Registration Statement which are not described and filed as\n          required;\n\n          (ix)  This Agreement has been duly authorized, executed and delivered\n          by the Company; and\n          \n          (x)   Each of the Intercompany Agreements have been duly authorized,\n          executed and delivered by the Company and constitute valid and legally\n          binding obligations of the Company, enforceable against the Company in\n          accordance with their terms, subject to bankruptcy, insolvency,\n          fraudulent transfer, reorganization, moratorium and similar laws of\n          general applicability relating to or affecting creditors' rights and\n          to general equity principles.\n\n     Such opinion shall be limited in all respects to matters governed by the\n     laws of the State of New York and the Commonwealth of Virginia, the\n     Delaware General Corporation Law and the Federal laws of the United States\n     of America.  Such counsel may rely as to certain matters of fact, to the\n     extent they deem proper and so long as acceptable in the reasonable opinion\n     of CSFBC and SSB, on certificates of responsible officers of the Company\n     and public officials.  Such counsel may also rely as to matters pertaining\n     to the due incorporation, corporate existence, power and authority and the\n     good standing of Nabisco, Inc. and the issued and outstanding capital stock\n     of Nabisco, Inc. under the laws of the State of New Jersey, on the opinion\n     delivered by Susan Angele, Senior Director - Legal Services of Kraft Foods\n     North America, Inc. and Nabisco, Inc.\n\n     (f)  The Representatives shall have received an opinion, dated\nsuch Closing Date, of Calvin J. Collier, Senior Vice President, General\nCounsel and Corporate Secretary of the Company, substantially to the effect\nthat:\n\n                  (i)  The Company is duly qualified to do business as a foreign\n                  corporation in good standing in all jurisdictions in which its\n                  ownership or lease of property or the conduct of its business\n                  requires such qualification and where the failure to be so\n                  qualified would, \n\n                                       18\n\n \n                  individually or in the aggregate, have a Material Adverse\n                  Effect, whether or not arising from transactions in the\n                  ordinary course of business, except as set forth in or\n                  contemplated by the Prospectus; notwithstanding the foregoing,\n                  the Company is duly qualified to do business as a foreign\n                  corporation and is in good standing under the laws of those\n                  jurisdictions set forth on Annex I hereto;\n\n                  (ii)  Each U.S. Significant Subsidiary is duly qualified to do\n                  business as a foreign corporation in good standing in all\n                  other jurisdictions in which its ownership or lease of\n                  property or the conduct of its business requires such\n                  qualification and where the failure to be so qualified would,\n                  individually or in the aggregate, have a Material Adverse\n                  Effect, whether or not arising from transactions in the\n                  ordinary course of business, except as set forth in or\n                  contemplated by the Prospectus; notwithstanding the foregoing,\n                  each U.S. Significant Subsidiary is duly qualified to do\n                  business as a foreign corporation and is in good standing\n                  under the laws of those jurisdictions set forth on Annex I\n                  hereto;\n\n                  (iii)  No consent, approval, authorization or order of, or\n                  filing with, any governmental agency or body or, to such\n                  counsel's knowledge, any court is required for the\n                  consummation of the transactions contemplated by this\n                  Agreement in connection with the issuance or sale of the\n                  Offered Securities by the Company, except such as have been\n                  obtained and made under the Act and such as may be required\n                  under state securities laws;\n\n                  (iv)  The execution, delivery and performance of this\n                  Agreement and each of the Intercompany Agreements by the\n                  Company and the issuance and sale of the Offered Securities\n                  will not conflict with or result in a breach or violation of\n                  any of the terms and provisions of, or constitute a default\n                  under, or result in the imposition of any lien, charge or\n                  encumbrance upon any property or assets of the Company or any\n                  Significant Subsidiary pursuant to any law or statute, any\n                  rule, regulation or order of any governmental agency or body\n                  or, to such counsel's knowledge, any court having jurisdiction\n                  over the Company or any Significant Subsidiary or any of their\n                  properties, or any agreement or instrument to which any\n                  Significant Subsidiary is a party or by which any Significant\n                  Subsidiary is bound or to which any of the properties of any\n                  Significant Subsidiary is subject;\n\n                  (v)  Such counsel has no reason to believe that on its\n                  effective date or such later date, if any, any Registration\n                  Statement was last deemed amended, such Registration Statement\n                  contained any untrue statement of a material fact or omitted\n                  to state any material fact required to be stated therein or\n                  necessary to make the statements therein not misleading or\n                  that the Prospectus or any amendment or supplement thereto, as\n                  of its date and on such Closing Date, included or includes any\n                  untrue statement of a material fact or omitted or omits to\n                  state a material fact necessary to make the statements\n                  therein, in the light of the circumstances under which they\n                  were made, not misleading (in each case other than the\n                  financial statements and other financial data contained\n                  therein, as to which such counsel need express no opinion);\n                  the descriptions in the Registration Statements and Prospectus\n                  of statutes, legal and governmental proceedings and contracts\n                  and other documents (including with respect to matters\n                  relating to the Federal Food, Drug and Cosmetic Act and the\n                  United States Department of Agriculture and state laws and\n                  regulations covering similar matters and including with\n                  respect to the National Cheese Exchange cases described under\n                  the caption \"Business - Legal Proceedings\") under the captions\n                  \"Business - Regulation,\" \"Business -Intellectual Property,\"\n                  \"Business - Legal Proceedings\" and \"Relationship with Philip\n                  Morris,\" insofar as such descriptions\n\n                                       19\n\n \n                  constitute summaries of the legal matters, documents or\n                  proceedings referenced therein, are accurate in all material\n                  respects and fairly present the information required to be\n                  shown; and such counsel does not know of any legal or\n                  governmental proceedings required to be described in a\n                  Registration Statement or the Prospectus which are not\n                  described as required or of any contracts or documents of a\n                  character required to be described in a Registration Statement\n                  or the Prospectus or to be filed as exhibits to a Registration\n                  Statement which are not described and filed as required.\n\n         Such opinion shall be limited in all respects to matters governed by\nthe laws of the State of Illinois and the Federal laws of the United States of\nAmerica.\n\n     (g) The Representatives shall have received an opinion, dated such Closing\nDate, of Sutherland Asbill &amp; Brennan LLP, special tax counsel for the Company,\nto the effect that the statements in the Prospectus under the heading \"Material\nUnited States Federal Tax Consequences For Non-United States Shareholders,\"\ninsofar as such statements purport to constitute summaries of matters of United\nStates federal tax law and regulations or legal conclusions with respect\nthereto, constitute accurate summaries of the matters described therein in all\nmaterial respects.\n\n     (h)  The Representatives shall have received an opinion, dated\nsuch Closing Date, of Homberger Rechtsanwalte, Swiss counsel for the\nCompany, to the effect that:\n\n                  (i)  Each Significant Subsidiary incorporated or organized\n                  under the laws of Switzerland (the \"Non-U.S. Significant\n                  Subsidiaries\") has been duly incorporated and is validly\n                  existing as a corporation or limited liability company, as the\n                  case may be, under the laws of Switzerland, with corporate\n                  power and authority to own and lease its properties and\n                  conduct its business as currently conducted; all of the issued\n                  shares or quotas, as the case may be, of each Non-U.S.\n                  Significant Subsidiary of the Company have been duly and\n                  validly authorized and issued, and are fully paid and\n                  nonassessable and the shares and quotas of the Non-U.S.\n                  Significant Subsidiaries, as the case may be, are owned by the\n                  Company, directly or through subsidiaries;\n\n                  (ii)  The execution, delivery and performance of this\n                  Agreement by the Company and the issuance and sale of the\n                  Offered Securities will not conflict with or result in a\n                  breach or violation of any Swiss law or rule, regulation or\n                  order of any Swiss governmental agency or body, or any of the\n                  terms and provisions of the Non-U.S. Significant Subsidiaries'\n                  articles of association; and\n\n                  (iii)  No approval, authorization, consent, order or filing\n                  with any Swiss court or governmental agency, or any Swiss\n                  stock exchange authorities is required under Swiss law in\n                  connection with the execution by the Company of this Agreement\n                  and the performance of its obligations hereunder, or for the\n                  issue and sale of the Offered Securities by the Company.\n\n     (i) The Representatives shall have received from Simpson Thacher\n&amp; Bartlett, counsel for the Underwriters, such opinion or opinions, dated such\nClosing Date, with respect to the incorporation of the Company, the validity of\nthe Offered Securities delivered on such Closing Date, the Registration\nStatements, the Prospectus and other related matters as the Representatives may\nrequire, and the Company shall have furnished to such counsel such documents as\nthey request for the purpose of enabling them to pass upon such matters. In\nrendering such opinion, \n\n                                       20\n\n \nSimpson Thacher &amp; Bartlett may rely as to the incorporation of the Company and\nall other matters governed by Virginia law upon the opinion of Hunton &amp; Williams\nreferred to above.\n\n     (j) The Representatives shall have received a certificate, dated\nsuch Closing Date, of the President or any Vice President and a principal\nfinancial or accounting officer of the Company in which such officers shall\nstate that, to their knowledge: the representations and warranties of the\nCompany in this Agreement are true and correct; the Company has complied with\nall agreements and satisfied all conditions on its part to be performed or\nsatisfied hereunder at or prior to such Closing Date; no stop order suspending\nthe effectiveness of any Registration Statement has been issued and no\nproceedings for that purpose have been instituted or are contemplated by the\nCommission; the Additional Registration Statement (if any) satisfying the\nrequirements of subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to\nRule 462(b), including payment of the applicable filing fee in accordance with\nRule 111(a) or (b) under the Act, prior to the time the Prospectus was printed\nand distributed to any Underwriter; and, subsequent to the date of the most\nrecent financial statements in the Prospectus, there has been no material\nadverse change, nor any development or event reasonably likely to have a\nprospective material adverse change, in the condition (financial or other),\nbusiness, properties or results of operations of the Company and its\nsubsidiaries taken as a whole except as set forth in or contemplated by the\nProspectus or as described in such certificate.\n\n     (k) The Representatives shall have received a letter, dated such Closing\nDate, of PricewaterhouseCoopers LLP, which meets the requirements of subsection\n(a) of this Section, except that the specified date referred to in such\nsubsection will be a date not more than three days prior to such Closing Date\nfor the purposes of this subsection.\n\n     (l) The Representatives shall have received a letter, dated such Closing\nDate, of Deloitte &amp; Touche LLP, which meets the requirements of subsection (b)\nof this Section, except that the specified date referred to in such subsection\nwill be a date not more than three days prior to such Closing Date for the\npurposes of this subsection.\n\n     (m) The Offered Securities shall have been listed and admitted and\nauthorized for trading on the New York Stock Exchange, and satisfactory evidence\nof such actions shall have been provided to the Representatives.\n\n     (n) On or prior to the date of this Agreement, the Representatives shall\nhave received lockup letters from the Parent and certain directors, executive\nofficers and other employees of the Company, the Parent and their subsidiaries\nagreed upon by the Representatives and the Company.\n\n     (o) The Representatives shall have received a certificate, dated such\nClosing Date, of the President or any Vice President and a principal financial\nor accounting officer of the Parent in which such officers shall state that, to\ntheir knowledge: (i) the representations and warranties of the Parent in the\nletter agreement delivered by the Parent to you concurrently with the execution\nand delivery of this Agreement are true and correct; and (ii) the Parent has\ncomplied with all agreements and satisfied all conditions on its part to be\nperformed or satisfied under such letter agreement at or prior to such Closing\nDate.\n\n                                       21\n     \n \n     (p) Prior to the Closing Date, the Company shall have furnished to the\nRepresentatives such further information, certificates and documents as the\nRepresentatives may reasonably request.\n\nThe Company will furnish the Representatives with such conformed copies of such\nopinions, certificates, letters and documents as the Representatives reasonably\nrequest.  CSFBC and SSB may in their sole discretion waive on behalf of the\nUnderwriters compliance with any conditions to the obligations of the\nUnderwriters hereunder, whether in respect of an Optional Closing Date or\notherwise.\n\n          7.  Indemnification and Contribution.  \n\n     (a) The Company will indemnify and hold harmless each Underwriter, its\npartners, directors and officers and each person, if any, who controls such\nUnderwriter within the meaning of Section 15 of the Act, against any losses,\nclaims, damages or liabilities, joint or several, to which such Underwriter may\nbecome subject, under the Act or otherwise, insofar as such losses, claims,\ndamages or liabilities (or actions in respect thereof) arise out of or are based\nupon any untrue statement or alleged untrue statement of any material fact\ncontained in any Registration Statement, the Prospectus, or any amendment or\nsupplement thereto, or any related preliminary prospectus, or arise out of or\nare based upon the omission or alleged omission to state therein a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading, and will reimburse each Underwriter for any legal or other expenses\nreasonably incurred by such Underwriter in connection with investigating or\ndefending any such loss, claim, damage, liability or action as such expenses are\nincurred; provided, however, that the Company will not be liable in any such\ncase to the extent that any such loss, claim, damage or liability arises out of\nor is based upon an untrue statement or alleged untrue statement in or omission\nor alleged omission from any of such documents in reliance upon and in\nconformity with written information furnished to the Company by any Underwriter\nthrough the Representatives specifically for use therein, it being understood\nand agreed that the only such information furnished by any Underwriter consists\nof the information described as such in subsection (b) below; and provided,\nfurther, that that with respect to any untrue statement or omission of material\nfact made in any preliminary prospectus, the indemnity agreement contained in\nthis Section 7(a) shall not inure to the benefit of any Underwriter from whom\nthe person asserting any such loss, claim, damage or liability purchased the\nOffered Securities concerned, to the extent that any such loss, claim, damage or\nliability of such Underwriter occurs under the circumstance where it shall have\nbeen determined by a court of competent jurisdiction by final and nonappealable\njudgment that (w) the Company had previously furnished copies of the Prospectus\nto the Representatives, (x) delivery of the Prospectus was required by the Act\nto be made to such person, (y) the untrue statement or omission of a material\nfact contained in the preliminary prospectus was corrected in the Prospectus and\n(z) there was not sent or given to such person, at or prior to the written\nconfirmation of the sale of such securities to such person, a copy of the\nProspectus.\n\n          The Company agrees to indemnify and hold harmless each Underwriter,\nits partners, directors and officers and each person, if any, who controls such\nUnderwriter within the meaning of either Section 15 of the Act or Section 20 of\nthe Exchange Act (the \"Designated Entities\"), from and against any and all\nlosses, claims, damages and liabilities (including, without limitation, any\nlegal or other expenses reasonably incurred in connection with defending or\ninvestigating any such action or claim) (i) caused by any untrue statement or\nalleged untrue statement of a material fact contained in any material prepared\nby or with the consent of the Company or the Parent for distribution to\nParticipants in connection with the Directed Share Program or caused by any\nomission or alleged omission to state therein a material fact required to be\nstated therein or necessary to make the statements therein not misleading; (ii)\ncaused by the failure of any Participant to pay for and accept delivery of\nDirected Shares that the Participant agreed to purchase; or (iii) related to,\narising out of, or in connection with the Directed Share Program, other than\nlosses, claims, damages or liabilities (or expenses relating thereto) that are\nfinally judicially determined to\n\n                                       22\n         \n \nhave resulted from the bad faith or gross negligence of such Designated Entity;\nprovided that in the case of the indemnity provided by clause (ii), the Company\nwill only be liable for net losses caused by such failures to the extent the\naggregate of all such net losses exceeds $1,000,000 and then only to the extent\nof such excess.\n\n     (b)  Each Underwriter will severally and not jointly indemnify and hold\nharmless the Company, its directors and officers and each person, if any who\ncontrols the Company within the meaning of Section 15 of the Act, against any\nlosses, claims, damages or liabilities to which the Company may become subject,\nunder the Act or otherwise, insofar as such losses, claims, damages or\nliabilities (or actions in respect thereof) arise out of or are based upon any\nuntrue statement or alleged untrue statement of any material fact contained in\nany Registration Statement, the Prospectus, or any amendment or supplement\nthereto, or any related preliminary prospectus, or arise out of or are based\nupon the omission or the alleged omission to state therein a material fact\nrequired to be stated therein or necessary to make the statements therein not\nmisleading, in each case to the extent, but only to the extent, that such untrue\nstatement or alleged untrue statement or omission or alleged omission was made\nin reliance upon and in conformity with written information furnished to the\nCompany by such Underwriter through the Representatives specifically for use\ntherein, and will reimburse any legal or other expenses reasonably incurred by\nthe Company in connection with investigating or defending any such loss, claim,\ndamage, liability or action as such expenses are incurred, it being understood\nand agreed that the only such information furnished by any Underwriter consists\nof the following information in the Prospectus furnished on behalf of each\nUnderwriter: the concession and reallowance figures appearing in the fourth\nparagraph under the caption \"Underwriting,\" the information contained in the\nfourteenth, sixteenth and seventeenth paragraphs under the caption\n\"Underwriting\" and the information relating to a prospectus in electronic format\nbeing made available on websites maintained by one or more of the Underwriters\nin the first and third sentences in the fifteenth paragraph under the caption\n\"Underwriting.\"\n\n     (c)  Promptly after receipt by an indemnified party under this Section\nof notice of the commencement of any action, such indemnified party will, if a\nclaim in respect thereof is to be made against the indemnifying party under\nsubsection (a) or (b) above, notify the indemnifying party of the commencement\nthereof; but the omission so to notify the indemnifying party will not relieve\nit from any liability which it may have to any indemnified party otherwise than\nunder subsection (a) or (b) above.  In case any such action is brought against\nany indemnified party and it notifies the indemnifying party of the commencement\nthereof, the indemnifying party will be entitled to participate therein and, to\nthe extent that it may wish, jointly with any other indemnifying party similarly\nnotified, to assume the defense thereof, with counsel satisfactory to such\nindemnified party (who shall not, except with the consent of the indemnified\nparty, be counsel to the indemnifying party), and after notice from the\nindemnifying party to such indemnified party of its election so to assume the\ndefense thereof, the indemnifying party will not be liable to such indemnified\nparty under this Section for any legal or other expenses subsequently incurred\nby such indemnified party in connection with the defense thereof other than\nreasonable costs of investigation.  No indemnifying party shall (i) without the\nprior written consent of the indemnified party (which consent shall not be\nunreasonably withheld), settle, compromise or consent to the entry of any\njudgment with respect to any pending or threatened claim, action, suit or\nproceeding in respect of which indemnification or contribution may be sought\nhereunder (whether or not the indemnified parties are actual or potential\nparties to such claim or action) unless such settlement, compromise or consent\n(A) includes an unconditional release of each indemnified party from all\nliability arising out of such claim, action, suit or proceeding and (B) does not\ninclude a statement as to, or an admission of, fault, culpability or a failure\nto act by or on behalf of an indemnified party, or (ii) be liable for any\nsettlement of any such action effected without its written consent (which\nconsent shall not be unreasonably withheld), but if settled with its written\nconsent or if there be a final judgment for the plaintiff in any such action,\nthe indemnifying party agrees to indemnify\n\n                                       23\n\n \nand hold harmless any indemnified party from and against any loss or liability\nby reason of such settlement or judgment.\n\n     (d)  If the indemnification provided for in this Section is\nunavailable or insufficient to hold harmless an indemnified party under\nsubsection (a) or (b) above, then each indemnifying party shall contribute to\nthe amount paid or payable by such indemnified party as a result of the losses,\nclaims, damages or liabilities referred to in subsection (a) or (b) above (i) in\nsuch proportion as is appropriate to reflect the relative benefits received by\nthe Company on the one hand and the Underwriters on the other from the offering\nof the Securities or (ii) if the allocation provided by clause (i) above is not\npermitted by applicable law, in such proportion as is appropriate to reflect not\nonly the relative benefits referred to in clause (i) above but also the relative\nfault of the Company on the one hand and the Underwriters on the other in\nconnection with the statements or omissions which resulted in such losses,\nclaims, damages or liabilities as well as any other relevant equitable\nconsiderations. The relative benefits received by the Company on the one hand\nand the Underwriters on the other shall be deemed to be in the same proportion\nas the total net proceeds from the offering (before deducting expenses) received\nby the Company bear to the total underwriting discounts and commissions received\nby the Underwriters. The relative fault shall be determined by reference to,\namong other things, whether the untrue or alleged untrue statement of a material\nfact or the omission or alleged omission to state a material fact relates to\ninformation supplied by the Company, on the one hand, or the Underwriters, on\nthe other hand, and the parties' relative intent, knowledge, access to\ninformation and opportunity to correct or prevent such untrue statement or\nomission. The amount paid by an indemnified party as a result of the losses,\nclaims, damages or liabilities referred to in the first sentence of this\nsubsection (d) shall be deemed to include any legal or other expenses reasonably\nincurred by such indemnified party in connection with investigating or defending\nany action or claim which is the subject of this subsection (d). Notwithstanding\nthe provisions of this subsection (d), no Underwriter shall be required to\ncontribute any amount in excess of the amount by which the total price at which\nthe Securities underwritten by it and distributed to the public were offered to\nthe public exceeds the amount of any damages which such Underwriter has\notherwise been required to pay by reason of such untrue or alleged untrue\nstatement or omission or alleged omission.  No person guilty of fraudulent\nmisrepresentation (within the meaning of Section 11(f) of the Act) shall be\nentitled to contribution from any person who was not guilty of such fraudulent\nmisrepresentation. The Underwriters' obligations in this subsection (d) to\ncontribute are several in proportion to their respective underwriting\nobligations and not joint.\n\n     (e)  The obligations of the Company under this Section shall be in\naddition to any liability which the Company may otherwise have and shall extend,\nupon the same terms and conditions, to each person, if any, who controls any\nUnderwriter within the meaning of the Act; and the obligations of the\nUnderwriters under this Section shall be in addition to any liability which the\nrespective Underwriters may otherwise have and shall extend, upon the same terms\nand conditions, to each director of the Company, to each officer of the Company\nwho has signed a Registration Statement and to each person, if any, who controls\nthe Company within the meaning of the Act.  Certain of the Underwriters have\nentered into a separate indemnification agreement with the Company and the\nParent relating to the Offered Securities.\n \n          8.  Default of Underwriters.  If any Underwriter or Underwriters\ndefault in their obligations to purchase Offered Securities hereunder on either\nthe First or any Optional Closing Date and the aggregate number of shares of\nOffered Securities that such defaulting Underwriter or Underwriters agreed but\nfailed to purchase does not exceed 10% of the total number of shares of Offered\nSecurities that the Underwriters are obligated to purchase on such Closing Date,\nCSFBC and SSB may make arrangements satisfactory to the Company for the purchase\nof such Offered Securities by other persons, including any of the Underwriters,\nbut if no such arrangements are made by such Closing Date, the non-defaulting\nUnderwriters shall be obligated severally, in proportion to their respective\ncommitments \n\n                                       24\n\n\nhereunder, to purchase the Offered Securities that such defaulting Underwriters\nagreed but failed to purchase on such Closing Date. If any Underwriter or\nUnderwriters so default and the aggregate number of shares of Offered Securities\nwith respect to which such default or defaults occur exceeds 10% of the total\nnumber of shares of Offered Securities that the Underwriters are obligated to\npurchase on such Closing Date and arrangements satisfactory to CSFBC, SSB and\nthe Company for the purchase of such Offered Securities by other persons are not\nmade within 36 hours after such default, this Agreement will terminate without\nliability on the part of any non-defaulting Underwriter or the Company, except\nas provided in Section 9 (provided that if such default occurs with respect to\nOptional Securities after the First Closing Date, this Agreement will not\nterminate as to the Firm Securities or any Optional Securities purchased prior\nto such termination). As used in this Agreement, the term \"Underwriter\" includes\nany person substituted for an Underwriter under this Section. Nothing herein\nwill relieve a defaulting Underwriter from liability for its default.\n\n          9.  Survival of Certain Representations and Obligations.  The\nrespective indemnities, agreements, representations, warranties and other\nstatements of the Company or its officers and of the several Underwriters set\nforth in or made pursuant to this Agreement and of the officers of the Parent\nset forth in the officers' certificate delivered pursuant to this Agreement will\nremain in full force and effect, regardless of any investigation, or statement\nas to the results thereof, made by or on behalf of any Underwriter, the Company\nor any of their respective representatives, officers or directors or any\ncontrolling person, and will survive delivery of and payment for the Offered\nSecurities. If the obligations of the Underwriters with respect to any offering\nof Securities are terminated pursuant to Section 8 or if for any reason the\npurchase of the Offered Securities by the Underwriters is not consummated, the\nCompany shall remain responsible for the expenses to be paid or reimbursed by it\npursuant to Section 5 and the respective obligations of the Company and the\nUnderwriters pursuant to Section 7 shall remain in effect, and if any Offered\nSecurities have been purchased hereunder the representations and warranties in\nSection 2 and all obligations under Section 5 shall also remain in effect. If\nthe purchase of the Offered Securities by the Underwriters is not consummated\nfor any reason other than because of the termination of this Agreement pursuant\nto Section 8 or the occurrence of any event specified in clause (iii), (iv) or\n(v) of Section 6(d), the Company will reimburse the Underwriters for all\nsubstantiated out-of-pocket expenses (including fees and disbursements of\ncounsel) reasonably incurred by them in connection with the offering of the\nOffered Securities.\n\n          10.  Notices. All communications hereunder will be in writing and, if\nsent to the Underwriters, will be mailed, delivered or telegraphed and confirmed\nto the Representatives, c\/o Credit Suisse First Boston Corporation, Eleven\nMadison Avenue, New York, New York 10010-3629, Attention:  Transactions Advisory\nGroup and Salomon Smith Barney Inc., 388 Greenwich Street, New York, New York\n10013, Attention:  General Counsel, or, if sent to the Company, will be mailed,\ndelivered or telegraphed and confirmed to it at Kraft Foods Inc., Three Lakes\nDrive, Northfield, Illinois 60093, Attention:  General Counsel; provided,\nhowever, that any notice to an Underwriter pursuant to Section 7 will be mailed,\ndelivered or telegraphed and confirmed to such Underwriter.\n\n          11.  Successors. This Agreement will inure to the benefit of and be\nbinding upon the parties hereto and their respective successors and the officers\nand directors and controlling persons referred to in Section 7, and no other\nperson will have any right or obligation hereunder.\n\n          12.  Representation of Underwriters.  The Representatives will act for\nthe several Underwriters in connection with this financing, and any action under\nthis Agreement taken by the Representatives jointly or by CSFBC or SSB will be\nbinding upon all the Underwriters.\n\n                                       25\n\n\n          13.  Counterparts.  This Agreement may be executed in any number of\ncounterparts, each of which shall be deemed to be an original, but all such\ncounterparts shall together constitute one and the same Agreement.\n\n          14.  Applicable Law. This Agreement shall be governed by, and\nconstrued in accordance with, the laws of the State of New York.\n\n          The Company hereby submits to the non-exclusive jurisdiction of the\nFederal and state courts in the Borough of Manhattan in The City of New York in\nany suit or proceeding arising out of or relating to this Agreement or the\ntransactions contemplated hereby.\n\n                                       26\n\n \n          If the foregoing is in accordance with the Representatives'\nunderstanding of our agreement, kindly sign and return to the Company one of the\ncounterparts hereof, whereupon it will become a binding agreement between the\nCompany and the several Underwriters in accordance with its terms.\n\n                              Very truly yours,\n\n                              KRAFT FOODS INC.\n\n                              By:\n                                 ---------------------------------\n                                 Name:\n                                 Title:\n\n\nThe foregoing Underwriting Agreement is \n  hereby confirmed and accepted as of the\n  date first above written.\n\nCREDIT SUISSE FIRST BOSTON CORPORATION\nSALOMON SMITH BARNEY INC.\n\n     Acting on behalf of themselves and as the\n           Representatives of the several\n           Underwriters\n\n     By  CREDIT SUISSE FIRST BOSTON CORPORATION\n\n\n     By: \n         ---------------------------------\n         Title:\n\n\n     By  SALOMON SMITH BARNEY INC.\n\n\n     By: \n         ---------------------------------\n         Title:\n\n                                       27\n\n \n                                   SCHEDULE A\n\n\n<\/pre>\n<table>\n<caption>\n<p>                           Underwriter                                   Number of<br \/>\n                           &#8212;&#8212;&#8212;&#8211;                                   &#8212;&#8212;&#8212;<br \/>\n                                                                      Firm Securities<br \/>\n                                                                      &#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>                                                                  <c><br \/>\nCredit Suisse First Boston Corporation&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.<br \/>\nSalomon Smith Barney Inc&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;<br \/>\nDeutsche Banc Alex. Brown Inc&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.<br \/>\nJ.P. Morgan Securities Inc&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.<br \/>\nMorgan Stanley &amp; Co. Incorporated&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;<br \/>\nUBS Warburg LLC&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;<br \/>\nBNP Paribas&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.<br \/>\nHSBC Securities (USA) Inc&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..<br \/>\nLehman Brothers Inc&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..<br \/>\nBlaylock &amp; Partners, L.P&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;<br \/>\nDresdner Kleinwort Wasserstein Securities LLC&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;<br \/>\nPrudential Securities Incorporated&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..<br \/>\nRamirez &amp; Co., Inc&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;<br \/>\nSanford C. Bernstein &amp; Co., LLC&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..<br \/>\nUtendahl Capital Partners, L.P&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;<\/p>\n<p>                                                                      ______________<br \/>\n          Total&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;       280,000,000<br \/>\n                                                                      ==============<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>                                    ANNEX I<\/p>\n<p>                            SIGNIFICANT SUBSIDIARIES<\/p>\n<p>     Kraft Foods North America, Inc.<br \/>\n     Kraft Foods Holdings, Inc.<br \/>\n     Kraft Foods International, Inc.<br \/>\n     Kraft Foods Holdings (Europa) GmbH<br \/>\n     Kraft Foods Schweiz Holdings AG<br \/>\n     Nabisco Holdings Corp.<br \/>\n     Nabisco, Inc.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7104,7234,8003],"corporate_contracts_industries":[9415,9424,9418],"corporate_contracts_types":[9629,9634],"class_list":["post-43966","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-credit-suisse-first-boston-inc","corporate_contracts_companies-kraft-foods-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-food__diversified","corporate_contracts_industries-financial__securities","corporate_contracts_types-securities","corporate_contracts_types-securities__underwriting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43966","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43966"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43966"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43966"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43966"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}