ex10-1.htm


     

    Exhibit
      10.1

     

     

    This
      AGREEMENT, dated as of November 7, 2007 (the “Agreement”), is by and
      among Kraft Foods Inc., a Virginia corporation (the “Company”), and the other
      entities and persons signatory hereto (collectively, the
“Investors”).

     

    WHEREAS,
      the Board of Directors of the Company (the “Board”) intends to (1)
      increase the size of the Board from nine (9) to eleven (11) members and (2)
      appoint as directors to fill the two newly created vacancies Lois D.
      Juliber and Frank G. Zarb, with terms expiring in 2008;

     

    WHEREAS,
      at the Company’s 2008 annual meeting of shareholders, the Board intends to
      nominate for election as a member of the Board, and recommend that the
      shareholders of the Company vote to elect as a director of the Company,
      Ms. Juliber and Mr. Zarb;

     

    WHEREAS,
      the Investors economically own (as defined below) the interests in Class A
      Common Stock, without par value, of the Company (the “Common Stock”)
      specified on Schedule A of this Agreement; and

     

    WHEREAS,
      the Investors support the election of the two new directors to the
      Board;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

     

    ARTICLE
      I


     

    REPRESENTATIONS

     

    SECTION
      1.1.  Authority;
      Binding Agreement.  (a) The Company hereby represents that this
      Agreement and the performance by the Company of its obligations hereunder (i)
      has been duly authorized, executed and delivered by it, and is a valid and
      binding obligation of the Company, enforceable against the Company in accordance
      with its terms, (ii) does not require the approval of the shareholders of the
      Company and (iii) does not and will not violate any law, any order of any court
      or other agency of government, the Articles of Incorporation of the Company,
      as
      amended, or the Amended and Restated By-laws of the Company, or any stock
      exchange rule or regulation, or any provision of any indenture, agreement or
      other instrument to which the Company or any of its properties or assets is
      bound, or conflict with, result in a breach of or constitute (with due notice
      or
      lapse of time or both) a default under any such indenture, agreement or other
      instrument, or result in the creation or imposition of, or give rise to, any
      lien, charge, restriction, claim, encumbrance or adverse penalty of any nature
      whatsoever pursuant to any such indenture, agreement or other
      instrument.

     

    (b)  Each
      of
      the Investors represents and warrants that this Agreement and the performance
      by
      such Investor of its obligations hereunder (i) has been duly authorized,
      executed and delivered by such Investor, and is a valid and binding obligation
      of such Investor, enforceable against such Investor in accordance with its
      terms, (ii) does not require approval by any owners or holders of any equity
      interest in such Investor (except as has already been obtained) and (iii) does
      not and will not violate any law, any order of any court or other agency of
      government, the charter or other organizational documents of such Investor,
      as
      amended, or any provision of any agreement or other instrument to which such
      Investor or any of its properties or assets is bound, or conflict with, result
      in a breach of or constitute (with due notice or lapse of time or both) a
      default under any such agreement or other instrument, or result in the creation
      or imposition of, or give rise to, any lien, charge, restriction, claim,
      encumbrance or adverse penalty of any nature whatsoever pursuant to any such
      agreement or instrument.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      1.2.  Interests
      in Common Stock.  The Investors hereby represent and warrant that,
      as of the date hereof, they and their Affiliates (as such term is hereinafter
      defined) are, collectively, the “economic owners” (as such term is hereinafter
      defined) of such number of shares of Common Stock (the “Shares”) as are
      accurately and completely set forth (including, without limitation, as to the
      form of ownership) on Schedule A.  Within 5 business days after the
      end of each calendar quarter during the Standstill Period (as such term is
      hereinafter defined), commencing with the quarter ending December 31, 2007,
      Trian Fund Management, L.P., on its own behalf and on behalf of the Investors,
      shall provide written certification to the Company that they and their
      Affiliates did not, in the aggregate, economically own more than 9.9% of the
      outstanding shares of Common Stock at any time during such quarter.

     

    SECTION
      1.3.  Defined
      Terms.  For purposes of this Agreement:

     

    (a)  “Affiliate”
      has the meaning set forth in Rule 12b-2 promulgated by the SEC under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), and,
      with respect to the Investors, shall include Triarc Companies, Inc. and its
      Affiliates but shall not include (i) any fund, account or entity as to
      which Deerfield Capital Management, LLC provides investment advice or management
      services of the nature provided on the date hereof so long as there is not
      any
      material change in the relationship between Deerfield Capital Management, LLC
      and any Investor or any Affiliate of any Investor (and provided that none of
      the
      Investors participates in or encourages any investment in capital stock of
      the
      Company by any such fund, account or entity) or (ii) with respect to any
      entity whose equity securities are registered under the Exchange Act (or are
      publicly traded in a foreign jurisdiction), such entity solely by reason of
      the
      fact that a principal of any of the Investors serves as a member of its board
      of
      directors or similar governing body, unless the Investors or their Affiliates
      otherwise control such entity (as the term “control” is defined in
      Rule 12b-2 promulgated by the SEC under the Exchange Act).

     

    (b)  The
      terms
“beneficial owner” and “beneficially own” have the same meanings
      as set forth in Rule 13d-3 promulgated by the SEC under the Exchange
      Act.  The terms “economic owner” and “economically own”
shall have the same meanings as “beneficial owner” and “beneficially own”,
      except that a person will also be deemed to economically own and to be the
      economic owner of (i) all shares of Common Stock which such person has the
      right to acquire pursuant to the exercise of any rights in connection with
      any
      securities or any agreement, regardless of when such rights may be exercised
      and
      whether they are conditional, and (ii) all shares of Common Stock in which
      such person has any economic interest, including, without limitation, pursuant
      to a cash settled call option or other derivative security, contract or
      instrument in any way related to the price of shares of Common
      Stock.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    (c)  The
      “Standstill Period” means the period from the date of this Agreement
      through the earlier of (x) the date that is 60 days prior to the first day
      of
      the notice period specified in the advance notice bylaw applicable to the
      Company’s 2010 annual meeting of shareholders and (y) such date, if any, as the
      Company shall have materially breached any of its commitments or obligations
      set
      forth hereunder and shall not have cured such breach after 15 days’ written
      notice from the Investors; provided, that the Investors may terminate the
      Standstill Period at any time by written notice to the Company if (a) the
      Company has announced or entered into a definitive agreement providing for,
      or
      has recommended that its shareholders support, an Extraordinary Matter (as
      hereinafter defined) or (b) the Nominating Committee of the Board does not
      deliver to the Investors, on or prior to the date that is 60 days prior to
      the
      first day of the notice period specified in the advance notice bylaw applicable
      to the Company’s 2009 annual meeting of shareholders, its written commitment to
      include Lois D. Juliber and Frank G. Zarb (or the applicable
      replacement nominee(s) agreed pursuant to clause (c) below) in the Company’s
      slate of nominees for director of the Company for the Company’s 2009 annual
      meeting, unless in either case, she or he (or such replacement nominee) refuses
      to serve or (c) in the event that (i) either Ms. Juliber or Mr. Zarb
      is unable to serve as a director of the Company as a result of her or his death
      or incapacity or her or his failure to be elected at the Company's 2008 annual
      meeting (other than in the case of her or his refusal to serve) and (ii) the
      Company and the Investors fail to agree on a replacement nominee (or the Company
      fails to appoint such agreed replacement nominee to the Board) within 90 days
      following the date that she or he ceased to be a director of the Company (in
      the
      event that a replacement nominee is so agreed and appointed, references to
      the
      applicable former director in Section 2.1(b) and Section 2.1(c) shall be
      deemed to be references to such replacement).

     

    (d)  “Extraordinary
      Matter” means (x) any merger, consolidation, share exchange,
      recapitalization or other business combination, in each case as a result of
      which the holders of the Common Stock of the Company immediately prior to
      consummation of such transaction would cease to own at least a majority of
      the
      outstanding shares of common stock of the resulting company (or, if such
      resulting company is a subsidiary, then the ultimate parent company) or
      (y) any liquidation, dissolution or sale of all or substantially all of the
      assets of the Company, in each case that is subject to Company shareholder
      approval.

     

    ARTICLE
      II


     

    COVENANTS

     

    SECTION
      2.1.  Directors.  (a) As
      promptly as practicable following the date of this Agreement the Company shall
      (a) increase the size of the Board from nine (9) to eleven (11) directors and
      (b) appoint Lois D. Juliber and Frank G. Zarb as a director of the
      Company, in each case with terms expiring at the Company’s 2008 annual
      meeting.  For the avoidance of doubt, the Company may at any time or
      from time to time increase or decrease the size of the Board and/or change
      its
      composition.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    (b)  The
      Company agrees that, provided that the Standstill Period has not terminated,
      the
      Board will:

     

    
      	
               

            	
              (1)

            	
              nominate
                each of Ms. Juliber and Mr. Zarb (other than in the case of her,
                his or their refusal to serve), together with the other persons included
                in the Company's slate of nominees for director, as a director of
                the
                Company, in each case with a term expiring at the Company’s 2009 annual
                meeting; and

            


    

     

    
      	
               

            	
              (2)

            	
              recommend
                that the shareholders of the Company vote to elect Ms. Juliber and
                Mr. Zarb as a director of the Company at the 2008 annual meeting and,
                if renominated by the Nominating Committee, the 2009 annual
                meeting.

            


    

     

    (c)  The
      Company shall use all reasonable best efforts (which shall include the
      solicitation of proxies) to ensure that each of Ms. Juliber and
      Mr. Zarb are elected at the 2008 annual meeting and, if renominated by the
      Nominating Committee, the 2009 annual meeting.

     

    SECTION
      2.2.  Voting
      Provisions.  During the Standstill Period, the Investors, together
      with their respective Affiliates, will cause all shares of Common Stock for
      which they have the right to vote as of the record date for any meeting of
      shareholders to be present for quorum purposes and to be voted at any such
      meeting or at any adjournments or postponements thereof, (x) in favor of
      each director nominated and recommended by the Board for election at any such
      meeting and (y) against any shareholder nominations for director which are
      not approved and recommended by the Board for election at any such
      meeting.

     

    SECTION
      2.3.  Actions
      by the Investors.  Each of the Investors agrees that, during the
      Standstill Period, neither it nor any of its Affiliates will, unless
      specifically requested or authorized in writing by a resolution of a majority
      of
      the Directors, directly or indirectly:

     

    (a)  purchase
      or cause to be purchased or otherwise acquire or agree to acquire economic
      ownership of, any Common Stock or other securities issued by the Company, if
      in
      any such case, immediately after the taking of such action the Investors,
      together with their respective Affiliates, would, in the aggregate, economically
      own more than 9.9% of the then outstanding shares of Common Stock;

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    (b)  form,
      join in or in any other way participate in a “partnership, limited partnership,
      syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange
      Act with respect to the Common Stock or deposit any shares of Common Stock
      in a
      voting trust or similar arrangement or subject any shares of Common Stock to
      any
      voting agreement or pooling arrangement, or grant any proxy with respect to
      any
      shares of Common Stock (other than to a designated representative of the Company
      pursuant to a proxy statement of the Company), other than solely with other
      Investors or one or more Affiliates of an Investor with respect to the Shares
      and any other shares of Common Stock acquired in compliance with paragraph
      (a)
      above or to the extent such a group may be deemed to result with the Company
      or
      any of its Affiliates as a result of this Agreement;

     

    (c)  solicit
      proxies or written consents of shareholders, or conduct any nonbinding
      referendum with respect to Common Stock, or make, or in any way participate
      in,
      any “solicitation” of any “proxy” within the meaning of Rule 14a-1
      promulgated by the SEC under the Exchange Act (but without regard to the
      exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of
“solicitation”) to vote any shares of Common Stock with respect to any matter,
      or become a participant in any contested solicitation for the election of
      directors with respect to the Company (as such terms are defined or used in
      the
      Exchange Act and the Rules promulgated thereunder), other than solicitations
      or
      acting as a participant in support of all of the Company’s
      nominees;

     

    (d)  seek
      to
      call, or to request the call of, or call a special meeting of the shareholders
      of the Company, or seek to make, or make, a shareholder proposal (whether
      pursuant to Rule 14a-8 under the Exchange Act or otherwise) at any meeting
      of
      the shareholders of the Company, or make a request for a list of the Company’s
      shareholders, or seek election to the Board, seek to place a representative
      on
      the Board or seek the removal of any director from the Board, or otherwise
      acting alone, or in concert with others, seek to control or influence the
      governance or policies of the Company;

     

    (e)  effect
      or
      seek to effect (including, without limitation, by entering into any discussions,
      negotiations, agreements or understandings whether or not legally enforceable
      with any third person), offer or propose (whether publicly or otherwise) to
      effect, or cause or participate in, or in any way assist or facilitate any
      other
      person to effect or seek, offer or propose (whether publicly or otherwise)
      to
      effect or participate in, (i) any acquisition of any securities (or economic
      ownership thereof as defined herein), or any material assets or businesses,
      of
      the Company or any of its subsidiaries, except pursuant to the limits specified
      in paragraph (a) above, (ii) any tender offer or exchange offer, merger,
      acquisition, share exchange or other business combination involving the Company
      or any of its subsidiaries, or (iii) any recapitalization, restructuring,
      liquidation, dissolution or other extraordinary transaction with respect to
      the
      Company or any of its subsidiaries or any material portion of its or their
      businesses;

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    (f)  publicly
      disclose, or cause or facilitate the public disclosure (including without
      limitation the filing of any document or report with the SEC or any other
      governmental agency or any disclosure to any journalist, member of the media
      or
      securities analyst) of any intent, purpose, plan or proposal to obtain any
      waiver, or consent under, or any amendment of, any of the provisions of
      Sections 2.2 or 2.3, or otherwise (i) seek in any manner to obtain any
      waiver, or consent under, or any amendment of, any provision of this Agreement
      or (ii) bring any action or otherwise act to contest the validity of this
      Section 2.3 or seek a release from the restrictions contained in this
      Section 2.3;

     

    (g)  unless
      required by law, make or issue or cause to be made or issued any public
      disclosure, announcement or statement (including without limitation the filing
      of any document or report with the SEC or any other governmental agency or
      any
      disclosure to any journalist, member of the media or securities analyst)
      (i) in support of any solicitation described in paragraph (c) above
      (other than solicitations by the Company), (ii) in support of any matter
      described in paragraph (d) above, (iii) concerning any potential matter
      described in paragraph (e) above or (iv) negatively commenting upon
      the Company, including the Company’s corporate strategy, business, corporate
      activities or management; or

     

    (h)  enter
      into any discussions, negotiations, agreements or understandings with any Person
      with respect to the foregoing or advise, assist, encourage or seek to persuade
      others to take any action with respect to any of the foregoing.

     

    Notwithstanding
      the foregoing, nothing in this Section 2.3 shall be deemed to in any way
      restrict or limit the Investors’ ability to (a) discuss any matter
      confidentially with the Company, the Board or any of its members, (b) take
      any
      action required by applicable law (whether or not otherwise restricted by this
      Section 2.3) or (c) communicate, on a confidential basis, with attorneys,
      accountants or financial advisors (excluding any such advisor who has taken
      any
      action that if taken by the Investors would violate this
      Section 2.3).

     

    SECTION
      2.4.  [Intentionally
      Omitted.]

     

    SECTION
      2.5.  Additional
      Preparations by the Investors.  As of the date of this Agreement,
      the Investors are not engaged in any discussions or negotiations and do not
      have
      any agreements or understandings, whether or not legally enforceable, concerning
      the acquisition of economic ownership of any Common Stock, and have no actual
      knowledge that any other shareholders of the Company have any present or future
      intention of taking any actions that if taken by the Investors would violate
      any
      of the terms of this Agreement. The Investors agree during the Standstill Period
      to refrain from taking actions which are intended by the Investors to encourage
      other shareholders to engage in such actions referred to in the previous
      sentence.

     

    SECTION
      2.6.  Form
      of Ownership.  The Investors will take all steps necessary, if
      any, so that on or before January 25, 2008 (such actual date, subject to
      extension as provided in the second proviso to this sentence, the "Conversion
      Date"), an amount of shares of Common Stock equal to no less than 2% of the
      Company's then outstanding Common Stock (based on the Company's most recent
      periodic or current report filed with the Securities and Exchange Commission
      as
      of the date of conversion, it being agreed that for the purpose of this
      calculation, the number of outstanding shares of Common Stock shall not exceed
      1,576,711,404) shall be beneficially owned and owned of record in the form
      of
      shares (including, for this purpose, through a nominee such as Cede & Co.,
      the nominee of the Depository Trust Company, or similar organization);
provided, however, that in no event shall the Investors be
      required to purchase any additional shares of Common Stock beyond the number
      of
      shares set forth on Schedule A; and provided, further, that if
      such conversion of shares of Common Stock requires filing and expiration of
      the
      waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
      as amended (the “HSR Act”), then such filing shall be made on or before December
      1, 2007, and the Conversion Date shall be extended to the date which is two
      business days after such waiting period expires or is terminated if after
      January 25, 2008.  In connection with the conversion into Common Stock
      referenced in this Section 2.6, the Company agrees to make appropriate filings
      in a timely manner under the HSR Act and use commercially reasonable efforts
      to
      cooperate in all respects with any filing or submission by the Investors with
      respect to the HSR Act.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      2.7.  Publicity.  Promptly
      after the execution of this Agreement, the Company will issue a press release
      in
      the form attached hereto as Schedule B.

     

    ARTICLE
      III


     

    OTHER
      PROVISIONS

     

    SECTION
      3.1.  Remedies.  (a)
      Each party hereto hereby acknowledges and agrees, on behalf of itself and its
      Affiliates, that irreparable harm would occur in the event any of the provisions
      of this Agreement were not performed in accordance with their specific terms
      or
      were otherwise breached. It is accordingly agreed that the parties will be
      entitled to specific relief hereunder, including, without limitation, an
      injunction or injunctions to prevent and enjoin breaches of the provisions
      of
      this Agreement and to enforce specifically the terms and provisions hereof
      in
      the Chancery Court of the State of Delaware or if such court does not accept
      jurisdiction then any state or federal court in the State of Delaware, or,
      if
      such courts do not accept jurisdiction then any state or federal court in the
      State of New York, in addition to any other remedy to which they may be entitled
      at law or in equity. Any requirements for the securing or posting of any bond
      with such remedy are hereby waived.

     

    (b)  Each
      party hereto agrees, on behalf of itself and its Affiliates, that any actions,
      suits or proceedings arising out of or relating to this Agreement or the
      transactions contemplated hereby will be brought solely and exclusively in
      the
      Chancery Court of the State of Delaware, or if such court does not accept
      jurisdiction then any state or federal court in the State of Delaware, or,
      if
      such courts do not accept jurisdiction then any state or federal court in the
      State of New York (and the parties agree not to commence any action, suit or
      proceeding relating thereto except in such courts), and further agrees that
      service of any process, summons, notice or document by U.S. registered mail
      to
      the respective addresses set forth in Section 3.3 will be effective service
      of process for any such action, suit or proceeding brought against any party
      in
      any such court. Each party, on behalf of itself and its Affiliates, irrevocably
      and unconditionally waives any objection to the laying of venue of any action,
      suit or proceeding arising out of this Agreement or the transactions
      contemplated hereby, in the Chancery Court of the State of Delaware or if such
      court does not accept jurisdiction then the state or federal courts in the
      State
      of Delaware, or, if such courts do not accept jurisdiction then any state or
      federal court in the State of New York, and hereby further irrevocably and
      unconditionally waives and agrees not to plead or claim in any such court that
      any such action, suit or proceeding brought in any such court has been brought
      in an improper or inconvenient forum.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      3.2.  Entire
      Agreement.  This Agreement contains the entire understanding of
      the parties with respect to the subject matter hereof and may be amended only
      by
      an agreement in writing executed by the parties hereto.

     

    SECTION
      3.3.  Notices.  All
      notices, consents, requests, instructions, approvals and other communications
      provided for herein and all legal process in regard hereto shall be in writing
      and shall be deemed validly given, made or served, if (a) given by telecopy,
      when such telecopy is transmitted to the telecopy number set forth below and
      the
      appropriate confirmation is received or (b) if given by any other means, when
      actually received during normal business hours at the address specified in
      this
      subsection:

     

    if
      to the
      Company:

     

    Kraft
      Foods Inc.

    Three
      Lakes Drive

    Northfield,
      Illinois 60093-2753

    Facsimile:
      (847) 646-2950

    Attention:
      Corporate Secretary

    


    with
      a
      copy to:

    


    Cravath,
      Swaine & Moore LLP

    825
      Eighth Avenue

    New
      York,
      New York 10019

    Facsimile:
      (212) 474-3700

    Attention:     Philip
      A. Gelston, Esq.

    Faiza
      J. Saeed, Esq.

    


    if
      to the
      Investors:

    


    Trian
      Fund Management, L.P.

    280
      Park
      Avenue, 41st Floor

    New
      York,
      New York 10017

    Facsimile:
      (212) 451-3216

    Attention:
      Brian L. Schorr, Chief Legal Officer

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    with
      a
      copy to:

    


    Cadwalader,
      Wickersham & Taft LLP

    One
      World
      Financial Center

    New
      York,
      New York 10281

    Facsimile:
      (212) 504-6666

    Attention:  Dennis
      J. Block, Esq.

    


    SECTION
      3.4.  Governing
      Law.  This Agreement shall be governed by and construed and
      enforced in accordance with the laws of the State of Delaware, without regard
      to
      any conflict of laws provisions thereof.

     

    SECTION
      3.5.  Further
      Assurances.  Each party agrees to take or cause to be taken such
      further actions, and to execute, deliver and file or cause to be executed,
      delivered and filed such further documents and instruments, and to obtain such
      consents,

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    as
      may be
      reasonably required or requested by the other party in order to effectuate
      fully
      the purposes, terms and conditions of this Agreement.

    


    SECTION
      3.6.  Third-Party
      Beneficiaries.  This Agreement shall inure to the benefit of and
      be binding upon the parties hereto and their respective successors and assigns,
      and nothing in this Agreement is intended to confer on any person other than
      the
      parties hereto or their respective successors and assigns, any rights, remedies,
      obligations or liabilities under or by reason of this Agreement.

     

    SECTION
      3.7.  Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    IN
      WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or
      caused the same to be executed by its duly authorized representative as of
      the
      date first above written.

     

    


    
      	
              KRAFT
                FOODS INC.,

            
	 
	
              by

            
	 	 /s/
              Irene B. Rosenfeld
	 	
              Name:
                Irene B. Rosenfeld

            
	 	
              Title:  
                Chairman & CEO

            


    

    


    


    
      	TRIAN
              PARTNERS, L.P. 
	 
	By:
              Trian Partners GP, L.P., its general partner 
	 
	
              By:
                Trian Partners General Partner, LLC, its general
                partner

            
	 
	
              by:

            
	 	 /s/
              Peter W. May 
	 	
              Name:
                Peter W. May

            
	 	
              Title:  
                Member

            


    

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
 

    
      	TRIAN
              PARTNERS MASTER FUND, L.P. 
	 
	
              By:
                Trian Partners GP, L.P., its general partner 

            
	 
	
              By:
                Trian Partners General Partner, LLC, its general
                partner

            
	 
	
              by:

            
	 	 /s/
              Peter W. May
	 	
              Name:
                Peter W. May

            
	 	
              Title:  
                Member

            


    

    


    


    
      	TRIAN
              PARTNERS PARALLEL FUND I, L.P. 
	 
	
              By:
                Trian Partners Parallel Fund I General Partner, LLC, its general
                partner

            
	 
	
              by:

            
	 	 /s/
              Peter W. May
	 	
              Name:
                Peter W. May

            
	 	
              Title:  
                Member

            


    

    


    


    
      	TRIAN
              PARTNERS PARALLEL FUND II, L.P. 
	 
	By:
              Trian Partners Parallel Fund II GP, L.P., its general partner
	 
	
              By:
                Trian Partners Parallel Fund II General Partner, LLC, its general
                partner

            
	 
	
              by:

            
	 	 /s/
              Peter W. May
	 	
              Name:
                Peter W. May

            
	 	
              Title:  
                Member

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    
      	TRIAN
              SPV (SUB) III, L.P. 
	 
	By:
              Trian Partners GP, L.P., its general partner 
	 
	
              By:
                Trian Partners General Partner, LLC, its general
                partner

            
	 
	
              by:

            
	 	 /s/
              Peter W. May
	 	
              Name:
                Peter W. May

            
	 	
              Title:  
                Member

            


    

    


    


    
      	TRIAN
              FUND MANAGEMENT, L.P. 
	 
	
              By:
                Trian Fund Management GP, LLC, its general partner

            
	 
	
              by:

            
	 	 /s/
              Peter W. May
	 	
              Name:
                Peter W. May

            
	 	
              Title:  
                Member

            


    

    


    


    
      	 /s/ 
              Nelson Peltz
	
              NELSON
                PELTZ

            


    

    


    


    
      	 /s/ 
              Peter W. May
	
              PETER
                W. MAY

            


    

    


    


    
      	 /s/ 
              Edward P. Garden
	
              EDWARD
                P. GARDEN

            


    

     

     

    12

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    The
      Investors beneficially own, in the aggregate, 37,326,183 shares of Common
      Stock.  All of these shares are owned through a series of back-to-back
      call and put transactions as a result of which the Investors are subject to
      the
      same economic gain or loss as if they had purchased the underlying
      shares.  These call options are exercisable for the underlying shares
      at any time.  The Investors party to these transactions and the
      corresponding number of shares underlying such transactions are set forth
      below.

    
       

      
        	
                Investor

              	
                Shares
                  of Common Stock

              
	 	 
	
                Trian
                  Fund Management, L.P.

              	
                729,0591

              
	 	 
	
                Trian
                  Partners, L.P.

              	
                3,426,965

              
	 	 
	
                Trian
                  Partners Master Fund, L.P.

              	
                10,750,955

              
	 	 
	
                Trian
                  Partners Parallel Fund I, L.P.

              	
                393,597

              
	 	 
	
                Trian
                  Partners Parallel Fund II, L.P.

              	
                89,032

              
	 	 
	
                Trian
                  SVP (SUB) III, L.P.

              	
                21,936,575

              


      

      


       

      

        

      

        
        1
          These shares are
          held in a separately managed account managed by Trian Fund Management,
          L.P.

         

         

         

        13