Kraft 2008 Annual Report Download - page 101

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Section 2. The first sentence of Section 10 of Article II shall read as follows:
Special meetings of the Board of Directors shall be held whenever called by order of any person having the powers and duties of the chairman of the Board of
Directors.
Section 3. Section 12 of Article II shall read as follows:
The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the transaction of business at such
meeting, and the action of a majority of such directors shall be the act of the Board of Directors, provided, however, that in the event that only one director is
present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.
ARTICLE XII
Unavailability of Officers
In the event an officer of the Company is unavailable to perform his or her duties for any reason, and notwithstanding any provision of these By-Laws to the
contrary, the Board of Directors is authorized to elect any director or officer of the Company to fill such position on a temporary basis. Any person so elected
shall have such title as may be conferred by the Board of Directors; shall, unless limited by the resolution electing such person, have all the powers and duties of
the office being temporarily filled as set forth in these By-Laws; and shall hold such office until the Board of Directors determines the original officer is again
available to serve or until such temporary officer resigns or is removed by the Board of Directors.
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠