Nominating and Governance Committee Composition and Meetings
The Nominating and Governance Committee of the Board of Directors of Kraft Foods Inc. (the “Committee”) shall be composed of three or more directors who the Board of Directors determines are “independent” as that term is defined by the New York Stock Exchange listing standards.

The Board of Directors shall elect the members of the Committee meeting these requirements and designate its Chair at the organizational meeting of the Board of Directors following the Annual Meeting of Stockholders. If the Board of Directors does not designate a Chair of the Committee, the members may designate a Chair by majority vote of the Committee's members. The members of the Committee may be removed by the Board.

The Committee shall meet as often as it deems is appropriate to carry out its responsibilities. A majority of the members of the Committee shall constitute a quorum. The Chair of the Committee, in consultation with the other Committee members and the Company’s Corporate Secretary, shall set meeting agendas. The Committee shall report its actions and recommendations to the Board of Directors. The Corporate Secretary shall maintain minutes of the meetings of the Committee.

In fulfilling its responsibilities, the Committee shall have full access to all books, records, facilities and personnel of the Company. The Committee shall also have the authority to conduct investigations and retain any search firm assisting the Committee in identifying director candidates, independent counsel, and other advisers, as it determines necessary to carry out its duties. The Company must provide for appropriate funding, as determined by the Committee, for payment of (i) compensation to any advisers employed by the Committee, and (ii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Nominating and Governance Committee Responsibilities
The Committee shall (i) assist the Board in identifying qualified individuals to become Board members, (ii) make recommendations to the Board concerning the appropriate size, function, needs and composition of the Board and its Committees, and (iii) advise the Board on corporate governance matters, including developing and recommending to the Board the Company’s corporate governance principles.

Any of the Committee’s responsibilities designated herein may be delegated by the Committee to its Chair or another member of the Committee, unless prohibited by law, regulation or New York Stock Exchange listing standard.

The Committee shall:

§       review the qualifications of candidates for director suggested by Board members, stockholders, management and others in accordance with criteria established by the Board;

§       consider the performance and suitability of incumbent directors in determining whether to nominate them for reelection;

§       recommend to the Board a slate of nominees for election or reelection to the Board at each annual meeting of stockholders;

§       recommend to the Board candidates to be elected to the Board as necessary to fill vacancies and newly created directorships;

§       make recommendations to the Board as to determinations of director independence;

§       recommend to the Board a retirement age for directors;

§       make recommendations to the Board concerning the function, composition and structure of the Board and its Committees, as well as the frequency and content of Board meetings;

§       recommend to the Board directors to serve as members of each Committee, as well as candidates to fill vacancies created on any Committee of the Board;

§       evaluate any Compensation Committee interlocks among Board members and executive officers;

§       develop and recommend to the Board a set of corporate governance principles and to review and recommend changes to those principles, as necessary;

§       advise and make recommendations to the Board on corporate governance matters, to the extent these matters are not the responsibility of other Committees;

§       develop and recommend to the Board an annual self-evaluation process for the Board;

§       review and evaluate opportunities for Board members to engage in continuing education;

§       evaluate the Committee’s performance at least annually and report to the Board on such evaluation;

§       periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board for approval; and

§       perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board or the Committee shall deem appropriate.