As filed with the Securities and Exchange Commission on March 20, 2002 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kraft Foods Inc. (Exact name of registrant as specified in its charter) Virginia 52-2884372 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Three Lakes Drive Northfield, Illinois (Address of Principal Executive 60093 Offices) (Zip Code) ---------------- Kraft Foods Inc. 2001 Performance Incentive Plan Kraft Foods Inc. 2001 Compensation Plan for Non-Employee Directors (Full titles of the plans) Calvin J. Collier, Esq. General Counsel Kraft Foods Inc. Three Lakes Drive Northfield, Illinois 60093 (Name and address of agent for service) (847) 646-2805 (Telephone number, including area code, of agent for service) =============================================================================================================================== CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered Title of Plan registered per share(1) offering price(1) fee(2) - ------------------------------------------------------------------------------------------------------------------------------- Kraft Foods Inc. 2001 Class A common stock, Performance Incentive no par value Plan 75,000,000 shs.(3) $37.37 $2,802,750,000 $257,853.00 - ------------------------------------------------------------------------------------------------------------------------------- Kraft Foods Inc. 2001 Class A common stock, Compensation Plan for no par value Non-Employee Directors 500,000 shs.(3) $37.37 $ 18,685,000 $ 1,719.02 - ------------------------------------------------------------------------------------------------------------------------------- Total: 75,500,000 shs.(3) $2,821,435,000 $259,572.02 =============================================================================================================================== (1) Estimated solely for the purpose of computing the registration fee and calculated in accordance with Rule 457(c) under the Securities Act of 1933, based upon the average of the high and low prices for the Class A common stock reported in the consolidated reporting system on March 14, 2002. (2) This registration fee is offset by a registration fee that was previously paid by the Registrant in connection with its Registration Statement No. 333-71266 filed on October 9, 2001. (3) Plus such additional shares as may be issued by reason of stock splits, stock dividends or similar transactions.
Part I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not required to be filed with the Securities and Exchange Commission (the "Commission"). Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed with the Commission. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Kraft Foods Inc. (the "Company") with the Commission (File No. 1-16483) are incorporated herein by reference and made a part hereof: (i) the Company's Annual Report on Form 10-K for the year ended December 31, 2001; (ii) the Company's Current Report on Form 8-K, filed with the Commission on January 30, 2002; and (iii) the description of the Company's Class A common stock contained in the Company's Registration Statement on Form 8-A dated May 9, 2001, including any subsequent amendment or any report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that is incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers. The Virginia Stock Corporation Act (the "VSCA") permits, and the Company's Articles of Incorporation require, indemnification of the Registrant's directors, officers and controlling persons in a variety of circumstances, which may include indemnification for liabilities under the Securities Act. The Company's Articles of Incorporation require the Company to indemnify its directors, officers and controlling persons to the full extent permitted by the VSCA. Sections 13.01-697 and 13.01-702 of the VSCA generally authorize a Virginia corporation to indemnify its directors, officers, employees or agents in civil or criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. Section 13.01-704 of the VSCA also provides that a Virginia corporation has the power to make any further indemnity to any director, officer, employee or agent, including under its articles of incorporation or any bylaw or shareholder resolution, except an indemnity against their willful misconduct or a knowing violation of the criminal law. The Company's Articles of Incorporation also provide that, to the full extent that the VSCA permits the limitation or elimination of the liability of directors, officers and certain controlling persons, no director, officer or such controlling person of the Company shall be liable to the Company or its shareholders for monetary damages arising out of any transaction, occurrence or course of conduct. Section 13.1-692.1 of the VSCA presently permits the elimination of liability of directors and officers in any proceeding brought by or in the right of a corporation or brought by or on behalf of shareholders of a corporation, except for liability resulting from such person's having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law, including, without limitation, any unlawful insider trading or manipulation of the market for any security. Sections 13.1-692.1 and 13.1-696 to -704 of the VSCA are hereby incorporated by reference herein. The Company carries insurance on behalf of directors, officers, employees or agents that may cover liabilities under the Securities Act. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. Description - ----------- ----------- 4.1 Kraft Foods Inc. 2001 Performance Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Amendment No. 5 to Form S-1, filed with the Commission on June 8, 2001 (Reg. No. 333-57162)). 4.2 Kraft Foods Inc. 2001 Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.5 to the Company's Amendment No. 1 to Form S-1, filed with the Commission on May 2, 2001). 4.3 Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Form S-1, filed with the Commission on March 16, 2001). 4.4 Articles of Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company's Form S-1, filed with the Commission on March 16, 2001). 3
4.5 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form S-1, filed with the Commission on June 8, 2001). 5 Opinion of Hunton & Williams as to the legality of the securities being registered (filed herewith). 23.1 Consent of Hunton & Williams (included in Exhibit 5). 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants (filed herewith). 24 Powers of Attorney executed by Geoffrey C. Bible, Louis C. Camilleri, Roger K. Deromedi, W. James Farrell, Betsy D. Holden, John C. Pope, Mary L. Schapiro, William H. Webb and Deborah C. Wright (filed herewith). Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change in such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration 4
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northfield, State of Illinois, on the 20th day of March, 2002. KRAFT FOODS INC. By: /s/ JAMES P. DOLLIVE ----------------------------- Name: James P. Dollive Title: Senior Vice President and Chief Financial Officer 6
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date Senior Vice President and Chief /s/ JAMES P. DOLLIVE Financial Officer (principal March 20, 2002 - --------------------------------------- financial officer) James P. Dollive Vice President and Controller /s/ JOHN F. MOWRER, III (principal accounting officer) March 20, 2002 - --------------------------------------- John F. Mowrer, III Roger K. Deromedi and Betsy D. Holden Co-Chief Executive Officers and Directors By: /s/ JAMES P. DOLLIVE ----------------------------------- March 20, 2002 James P. Dollive, Attorney-in-fact Geoffrey C. Bible, Louis C. Camilleri, W. James Farrell, John C. Pope, Mary L. Directors Schapiro, William H. Webb and Deborah C. Wright By: /s/ JAMES P. DOLLIVE March 20, 2002 ---------------------------------- James P. Dollive, Attorney-in-fact 7
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 4.1 Kraft Foods Inc. 2001 Performance Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Amendment No. 5 to Form S-1, filed with the Commission on June 8, 2001 (Reg. No. 333-57162)). 4.2 Kraft Foods Inc. 2001 Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.5 to the Company's Amendment No. 1 to Form S-1, filed with the Commission on May 2, 2001). 4.3 Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Form S-1, filed with the Commission on March 16, 2001). 4.4 Articles of Amendment to the Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company's Form S-1, filed with the Commission on March 16, 2001). 4.5 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form S-1, filed with the Commission on June 8, 2001). 5 Opinion of Hunton & Williams as to the legality of the securities being registered (filed herewith). 23.1 Consent of Hunton & Williams (included in Exhibit 5). 23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants (filed herewith). 24 Powers of Attorney executed by Geoffrey C. Bible, Louis C. Camilleri, Roger K. Deromedi, W. James Farrell, Betsy D. Holden, John C. Pope, Mary L. Schapiro, William H. Webb and Deborah C. Wright (filed herewith). 8
Exhibit 5 [Letterhead of Hunton & Williams] March 20, 2002 The Board of Directors Kraft Foods Inc. Three Lakes Drive Northfield, Illinois Kraft Foods Inc. Registration of Shares for the Kraft Foods Inc. 2001 Performance Incentive Plan and the Kraft Foods Inc. 2001 Compensation Plan for Non-Employee Directors ---------------------- Ladies and Gentlemen: We have acted as counsel to Kraft Foods Inc., a Virginia corporation (the "Company"), in connection with the preparation and filing of a registration statement on Form S-8 under the Securities Act of 1933, as amended, with respect to 75,500,000 shares of the Company's Class A common stock (the "Shares"), to be offered pursuant to the Kraft Foods Inc. 2001 Performance Incentive Plan (the "Performance Incentive Plan") and the Kraft Foods Inc. 2001 Compensation Plan for Non-Employee Directors (the "Non-Employee Director Plan" and collectively with the Performance Incentive Plan, the "Plans"). In rendering this opinion, we have relied upon, among other things, our examination of the Plans and such records of the Company and its subsidiaries and certificates of its officers and of public officials as we have deemed necessary. Based upon the foregoing and the further qualifications stated below, we are of the opinion that: 1. the Company is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia; and 2. the Shares have been duly authorized and, when issued in accordance with the terms of the Performance Incentive Plan or the Non-Employee Director Plan, as the case may be, will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to such registration statement. Very truly yours, /s/ Hunton & Williams
Exhibit 23.2 CONSENT OF PRICEWATERHOUSECOOPERS LLP INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 28, 2002 relating to the consolidated financial statements, which appears in the 2001 Annual Report to Shareholders of Kraft Foods Inc., which is incorporated by reference in Kraft Foods Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001. We also consent to the incorporation by reference of our report dated January 28, 2002 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PRICEWATERHOUSECOOPERS LLP - -------------------------------- PRICEWATERHOUSECOOPERS LLP Chicago, Illinois March 20, 2002
Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Kraft Foods Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint James P. Dollive, Betsy D. Holden, Roger K. Deromedi and Calvin J. Collier, or any one or more of them, his true and lawful attorney, for his and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Class A common stock, no par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 28th day of August, 2001. By: /s/ Geoffrey C. Bible ----------------------- Geoffrey C. Bible POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Kraft Foods Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint James P. Dollive, Betsy D. Holden, Roger K. Deromedi and Calvin J. Collier, or any one or more of them, his true and lawful attorney, for his and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Class A common stock, no par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 28th day of August, 2001. By: /s/ Louis C. Camilleri ---------------------- Louis C. Camilleri POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, the Co-Chief Executive Officer and a Director of Kraft Foods Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint James P. Dollive, Betsy D. Holden, Roger K. Deromedi and Calvin J. Collier, or any one or more of them, his true and lawful attorney, for his and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Class A common stock, no par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 28th day of August, 2001. By: /s/ Roger K. Deromedi --------------------- Roger K. Deromedi POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Kraft Foods Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint James P. Dollive, Betsy D. Holden, Roger K. Deromedi and Calvin J. Collier, or any one or more of them, his true and lawful attorney, for his and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Class A common stock, no par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 5th day of March 2002. By: /s/ W. James Farrell ---------------------- W. James Farrell POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, the Co-Chief Executive Officer and a Director of Kraft Foods Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint James P. Dollive, Betsy D. Holden, Roger K. Deromedi and Calvin J. Collier, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Class A common stock, no par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this 28th day of August, 2001. By: /s/ Betsy D. Holden -------------------- Betsy D. Holden POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Kraft Foods Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint James P. Dollive, Betsy D. Holden, Roger K. Deromedi and Calvin J. Collier, or any one or more of them, his true and lawful attorney, for his and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Class A common stock, no par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 5th day of March 2002. By: /s/ John C. Pope ------------------ John C. Pope POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Kraft Foods Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint James P. Dollive, Betsy D. Holden, Roger K. Deromedi and Calvin J. Collier, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Class A common stock, no par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this 5th day of March 2002. By: /s/ Mary L. Schapiro --------------------- Mary L. Schapiro POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Kraft Foods Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint James P. Dollive, Betsy D. Holden, Roger K. Deromedi and Calvin J. Collier, or any one or more of them, his true and lawful attorney, for his and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Class A common stock, no par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 28th day of August, 2001. By: /s/ William H. Webb ------------------- William H. Webb POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, a Director of Kraft Foods Inc., a Virginia corporation (the "Company"), does hereby constitute and appoint James P. Dollive, Betsy D. Holden, Roger K. Deromedi and Calvin J. Collier, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, one or more Registration Statements on Form S-8 and any amendments to said Registration Statement or Statements or existing Registration Statements on Form S-8 for the registration of shares of Class A common stock, no par value, to be issued or previously issued by the Company in connection with various employee benefit plans of the Company or a subsidiary thereof, and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and prospectuses included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this 5th day of March 2002. By: /s/ Deborah C. Wright ---------------------- Deborah C. Wright