Kraft Foods (KFT)

Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On June 26, 2006, Kraft Foods Inc. (“Kraft”) and Mr. Roger K. Deromedi, Chief Executive Officer of Kraft, announced that Mr. Deromedi had mutually agreed with the Board of Directors of Kraft (the “Board”) to leave Kraft to pursue other interests.

(c)(1) On June 26, 2006, Kraft announced the appointment of Irene B. Rosenfeld as Chief Executive Officer and a director of Kraft, effective immediately.

(2)  Ms. Rosenfeld, age 53, served as Chairman and Chief Executive Officer of Frito-Lay, Inc., a division of PepsiCo, Inc. (“PepsiCo”), from September 2004 until June 2006. Prior to joining PepsiCo, Ms. Rosenfeld worked for more than 20 years at Kraft.

(3)  Ms. Rosenfeld’s annual base salary is $1,300,000 for 2006. In February 2007, she will receive a guaranteed bonus of $1,950,000 under the Annual Incentive Plan and an award of $3,250,000 under the Long Term Incentive Plan. Ms. Rosenfeld is also eligible to receive annual restricted stock awards subject to a three-year vesting period. In January 2007, she will receive an award in a range between $3,120,000 and $8,850,000.

Ms. Rosenfeld was awarded 387,230 restricted shares of Kraft Foods Class A Common Stock on June 27, 2006 as a sign-on bonus in recognition of equity awards that she forfeited upon leaving her previous position. This restricted stock award vests as follows:  161,346 shares on July 1, 2009 and 225,884 shares on July 1, 2011. Under certain conditions the vesting would be accelerated. In particular, vesting would be accelerated should Ms. Rosenfeld not be appointed Chairman and Chief Executive Officer prior to January 1, 2008, or if a person other than Ms. Rosenfeld is appointed to replace the current Chairman.

Ms. Rosenfeld’s pension benefits will be calculated as if she had been employed continuously by the Company since 1981.

(d)  As stated above, on June 26, 2006 the Board announced the appointment of Ms. Rosenfeld as Chief Executive Officer and a director of Kraft, effective immediately.

On June 26, 2006, Kraft issued a press release announcing Mr. Deromedi’s departure and Ms. Rosenfeld’s appointment. A copy of the press release, which is dated June 26, 2006, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On June 5, 2006, Kraft Foods Inc. (the “Company”) appointed Pamela King as the Company’s Senior Vice President and Corporate Controller, in which capacity she will be the Company’s principal accounting officer. Ms. King replaces David Brearton, who was named Executive Vice President, Global Business Services on June 5, 2006 and remains with the Company.

Ms. King, 49, has been with Kraft since September 1983 and, since January 2005, has served as Vice President Finance of the Company’s Canadian operations. Prior thereto, Ms. King served as the Company’s Vice President Finance for North America Sales and Customer Service from May 2001 to January 2005 and as Controller Procurement from September 2000 to May 2001.

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On June 24, 2005, Kraft Foods Inc. (“Kraft”) and Ms. Holden, President of Global Marketing & Category Development for Kraft, announced her intention to leave Kraft and resign her position on Kraft’s Board of Directors, effective June 30, 2005.  In connection with Ms. Holden’s departure, on June 24, 2005, Kraft and Ms. Holden entered into a Separation Agreement and General Release (the “Separation Agreement”).  Pursuant to the terms of the Separation Agreement, Ms. Holden will receive separation payments at her current base salary through June 30, 2007 and will be eligible to participate in various Kraft benefit plans including applicable medical and retirement plans.  Ms. Holden will receive payments in lieu of awards under the Kraft Management Incentive Plan (“MIP”) and the 2004-2006 Long Term Incentive Plan (“LTIP”), prorated from January 1, 2005 through June 30, 2005 and January 1, 2004 through June 30, 2005, respectively.  In consideration for the payments in lieu of awards under the MIP and LTIP programs, Ms. Holden will agree not to work for specified competitors through February 15, 2007 without the prior written consent of Kraft.  Ms. Holden will forfeit her right in the unvested portion of the performance-enhanced stock option grant issued on June 12, 2001 and restricted stock grants issued in 2003, 2004 and 2005.  Ms. Holden will receive a payment in lieu of the restricted stock grants based on a pro rata number of shares in accordance with Kraft’s practice.

The foregoing description of the Separation Agreement is qualified in its entirety by reference to the complete terms and conditions of the Separation Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 24, 2005, Kraft issued a press release announcing Ms. Holden’s departure.  A copy of the press release dated June 24, 2005 is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 25, 2005, the Board of Directors of Kraft Foods Inc. (“Kraft”) elected Richard A. Lerner, M.D., to serve on its Board of Directors, effective immediately. There is no arrangement or understanding pursuant to which Dr. Lerner was selected as a director, and there are no related party transactions between Kraft and Dr. Lerner. Dr. Lerner was elected to the Audit Committee and the Nominating and Governance Committee of the Board.  A copy of the press release announcing Dr. Lerner’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 25, 2005, the Board of Directors of Kraft elected Mr. Jan Bennink to serve on the Compensation Committee and on the Nominating and Governance Committee, effective immediately.

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