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                                   BY-LAWS

                                      OF

                                  BESTFOODS

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                                  ARTICLE I

                                   Offices

    SECTION 1. The registered office of the Company in the State of Delaware
shall be in the City of Wilmington, County of New Castle, and the name of the
registered agent of the Company in said State is The Corporation Trust
Company. The Company may also have an office or offices other than said
registered office at such place or places either within or without the State
of Delaware as the Board of Directors may from time to time designate or as
the business of the Company may require.

                                  ARTICLE II

                                     Seal

    SECTION 1. The seal of the Company shall be circular in form and shall
have the name of the Company and the words and numerals 'Corporate Seal 1959
Delaware.'

                                 ARTICLE III

                           Meetings of Stockholders

    SECTION 1. The annual meeting of stockholders of the Company shall be held
in each year on the fourth Thursday in April, or on such other date as the
Board of Directors may designate, and at such time and place as the Board of
Directors may designate, for the election of directors and for the transaction
of such other business as may properly come before the meeting.

    SECTION 2. Special meetings of the stockholders may be called on the order
of the Chairman of the Board or the Board of Directors and shall be held at
such date, time and place as may be specified by such order.

    SECTION 3. Written notice of all meetings of the stockholders shall be
mailed or delivered to each stockholder not less than twenty nor more than
sixty days before the meeting. The notice or an accompanying document shall
identify the business to be transacted at the meeting and, if directors are to
be elected, the candidates therefor, as determined by the Board of Directors.
Other business may be transacted and other candidates may be nominated at the
annual meeting, but only if the Secretary of the Company has received from the
sponsoring stockholder (a) not less than sixty nor more than ninety days
before the fourth Thursday in April (or, if the Board of Directors has
designated another date for the annual meeting pursuant to Section 1 of this
Article III, not less than sixty nor more than ninety days before such other
date or, if such other date has not been publicly disclosed at least
seventy-five days in advance, then not less than fifteen days after such
public disclosure) a written notice identifying such business or candidates,
and (b) not more than ten days after receipt by the sponsoring stockholder of
a written request from the Secretary, such additional information as the
Secretary may reasonably require.

    SECTION 4. The holders of a majority of the issued and outstanding shares
of the capital stock of the Company entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum for the transaction
of business at all meetings of the stockholders except as may otherwise be
provided by law, by the Certificate of Incorporation or by these By-laws; but,
if there be less than a quorum, the holders of a majority of the stock so
present or represented may adjourn the meeting from time to time.

    SECTION 5. Each stockholder shall, subject to the provisions of the
Certificate of Incorporation, at each meeting of the stockholders be entitled
to one vote in person or by proxy for each share of the


stock of the Company which has voting power on the matter in question and
which shall have been held by him and registered in his name on the books of
the Company:

        (a) on the date fixed pursuant to the provisions of Section 6 of
    Article VIII of these By-laws as the record date for the determination of
    stockholders who shall be entitled to notice of and to vote at such
    meeting, or

        (b) if no such record date shall have been so fixed, then at the close
    of business on the day next preceding the day on which notice of the
    meeting shall be given.

At all meetings of the stockholders all matters, except as otherwise provided
in the Certificate of Incorporation, in these By-laws, or by law, shall be
decided by the vote of the holders of a majority of the shares entitled to
vote thereat present in person or by proxy, a quorum being present. The vote
at any meeting of the stockholders on any question need not be by ballot,
unless so directed by the chairman of the meeting. The Board of Directors, or,
if the Board shall not have made the appointment, the chairman presiding at
any meeting of stockholders, shall have the power to appoint two or more
persons to act as inspectors, to receive, canvass and report the votes cast by
the stockholders at such meeting; but no candidate for the office of director
shall be appointed as an inspector at any meeting for the election of
directors.

    SECTION 6. The Chairman of the Board or, in his absence, a director or
officer designated by the Board of Directors or the Chairman of the Board,
shall preside at all meetings of the stockholders.

    SECTION 7. The Secretary of the Company shall act as secretary of all
meetings of the stockholders; and, in his absence, the chairman of the meeting
may appoint any person to act as secretary of the meeting.


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                                  ARTICLE IV

                              Board of Directors

    SECTION 1. Regular meetings of the Board of Directors shall be held at
such time and at such place as may from time to time be fixed by resolution of
the Board of Directors. Unless otherwise provided by law or by these By-laws,
notice of regular meetings of the Board need not be given.

    SECTION 2. Special meetings of the Board of Directors may be called by the
number of directors which would constitute a quorum of the Board of Directors
or by order of the Chairman of the Board. The Secretary shall give notice to
each director of the time, place and purpose or purposes of each special
meeting by mailing the same at least two days before the meeting, or by
delivering the same personally or by telephone or other electronic means not
later than the day before the day of the meeting.

    SECTION 3. At meetings of the Board of Directors the Chairman of the Board
or, in his absence, a director designated by the Board of Directors, shall
preside.

    SECTION 4. At meetings of the Board of Directors, a quorum for the
transaction of business shall be a majority of the total number of directors
determined from time to time by the Board of Directors pursuant to Article
EIGHTH of the Certificate of Incorporation. If less than a quorum shall be
present, a majority of those present may adjourn any meeting until a quorum
shall be present, whereupon the meeting may be held, as adjourned, without
further notice.

    SECTION 5. The directors may participate in a meeting of the Board of
Directors by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each
other, and such participation shall constitute presence in person at such
meeting.

    SECTION 6. Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting if all the directors
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.

    SECTION 7. The directors shall receive such compensation for their
services as may be prescribed by the Board of Directors and shall be
reimbursed by the Company for ordinary and reasonable expenses incurred in the
performance of their duties.

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                                  ARTICLE V

                                  Committees

    SECTION 1. The Board of Directors may appoint from among its members such
committees as the Board may determine, which shall consist of such number of
directors and have such powers and authority as shall from time to time be
prescribed by the Board and permitted by subsection (2) of Section 141(c) of
the Delaware General Corporation Law.

    SECTION 2. Regular meetings of committees shall be held at such time and
at such place as may from time to time be fixed by resolution of the Board of
Directors. Unless otherwise provided by law or by these By-laws, notice of
regular meetings of committees need not be given.

    SECTION 3. Special meetings of committees may be called by order of the
chairman of the committee or the Chairman of the Board. The Secretary shall
give notice to each member of the time, place and purpose or purposes of each
special meeting by mailing the same at least two days before the meeting, or
by delivering the same personally or by telephone or other electronic means
not later than the day before the day of the meeting.

    SECTION 4. At meetings of committees the chairman of the committee, or, in
his absence, a director designated by the members of the committee, shall
preside.

    SECTION 5. A majority of the members of any committee shall constitute a
quorum for the transaction of business; provided, however, that in the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member.

    SECTION 6. The members of any committee may participate in a meeting of
the committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at such
meeting.

    SECTION 7. Any action required or permitted to be taken at a meeting of
any committee may be taken without a meeting if all the members consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the committee.

                                  ARTICLE VI

                                   Officers

    SECTION 1. The Board of Directors shall elect the officers of the Company,
which may include a Chairman of the Board, a President, one or more Vice
Presidents, a Comptroller, a Treasurer, a Secretary and a General Counsel. Any
Vice President may be given an additional designation of rank or function.
Each officer shall have such powers and duties as may be prescribed by these
By-laws and as may be assigned by the Board of Directors or the Chairman of
the Board.

    SECTION 2. The Chairman of the Board shall be the chief executive officer
of the Company, and shall have such powers and duties as customarily pertain
to that office. He shall have general supervision over the property, business
and affairs of the Company and over its other officers. He may appoint and
remove assistant officers and other employees and agents. He may execute and
deliver in the name of the Company all powers of attorney, contracts and other
obligations and instruments.

    SECTION 3. In case of the absence or disability of the Chairman of the
Board, an officer or officers designated by the Chairman of the Board or, in
the absence of such designation, by the Board of Directors, shall have the
powers and duties of the Chairman of the Board.

    SECTION 4. The officers other than the Chairman of the Board may execute
and deliver in the name of the Company powers of attorney, contracts, and
other obligations and instruments pertaining to the regular course of their
respective duties.

    SECTION 5. An officer or officers designated by the Board of Directors
shall be responsible to the Board of Directors for financial control and
internal audit of the Company and its subsidiaries.

    SECTION 6. The Treasurer shall have general supervision over the funding
and currency management affairs of the Company.

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    SECTION 7. The Secretary shall keep the minutes of all meetings of the
stockholders, of the Board of Directors, and of all committees appointed by
the Board.

    SECTION 8. The General Counsel shall have general supervision over the
legal affairs of the Company.

    SECTION 9. In case any office shall become vacant, the Board of Directors
shall have power to fill such vacancy. In case of the absence or disability of
any officer, the Board of Directors or the Chairman of the Board may assign
the powers and duties of such office to any other officer or officers. Any
officer shall be subject to removal at any time by vote of a majority of the
whole Board.

    SECTION 10. The Chairman of the Board, or a Vice President thereunto duly
authorized by the Chairman of the Board, shall have full power and authority
on behalf of the Company to attend and to vote at any meeting of stockholders
of any corporation in which the Company may hold stock, and may exercise on
behalf of the Company any and all of the rights and powers incident to the
ownership of such stock at any such meeting, and shall have power and
authority to execute and deliver proxies and consents on behalf of the Company
in connection with the exercise by the Company of the rights and powers
incident to the ownership of such stock. The Board of Directors may confer
like powers upon any other person or persons.

                                 ARTICLE VII

                               Indemnification

    SECTION 1. Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a 'proceeding'),
by reason of the fact that he, or a person for whom he is the legal
representative, is or was a director, officer or employee of the Company or is
or was serving at the request of the Company as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, shall be
indemnified by the Company to the fullest extent permitted by the Delaware
General Corporation Law, as the same exists or may hereafter be amended,
against all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes, penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection with
such service; provided, however, that the Company shall indemnify any such
person seeking indemnification in connection with a proceeding initiated by
him only if such proceeding was authorized by the Board of Directors, either
generally or in the specific instance. The right to indemnification shall
include the advancement of expenses incurred in defending any such proceeding
in advance of its final disposition in accordance with procedures established
from time to time by the Board of Directors; provided, however, that, if the
Delaware General Corporation Law so requires, the director, officer or
employee shall deliver to the Company an undertaking to repay all amounts so
advanced if it shall ultimately be determined that he is not entitled to be
indemnified under this Article or otherwise.

    SECTION 2. The rights of indemnification provided in this Article shall be
in addition to any rights to which any person may otherwise be entitled by law
or under any By-law, agreement, vote of stockholders or disinterested
directors, or otherwise. Such rights shall continue as to any person who has
ceased to be a director, officer or employee and shall inure to the benefit of
his heirs, executors and administrators, and shall be applicable to
proceedings commenced after the adoption hereof, whether arising from acts or
omissions occurring before or after the adoption hereof.

    SECTION 3. The Company may purchase and maintain insurance to protect any
person against any liability or expense asserted against or incurred by such
person in connection with any proceeding, whether or not the Company would
have the power to indemnify such person against such liability or expense by
law or under this Article or otherwise. The Company may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to insure the payment of such sums as may become necessary
to effect indemnification as provided herein.

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                                 ARTICLE VIII

                                Capital Stock

    SECTION 1. The Board of Directors may authorize the issuance of stock
either in certificated or in uncertificated form. If shares are issued in
uncertificated form, each stockholder shall be entitled upon written request
to a stock certificate or certificates, representing and certifying the number
and kind of full shares held, signed by the Chairman of the Board or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or
an Assistant Secretary, which signatures may be facsimile.

    SECTION 2. The Board of Directors shall have power to appoint one or more
Transfer Agents and Registrars for the transfer and registration of
certificates of stock of any class, and may require that stock certificates be
countersigned and registered by one or more of such Transfer Agents and
Registrars.

    SECTION 3. Shares of capital stock of the Company shall be transferable on
the books of the Company only by the holder of record thereof in person or by
duly authorized attorney, upon surrender and cancellation of certificates for
a like number of shares.

    SECTION 4. In case any certificate for the capital stock of the Company
shall be lost, stolen or destroyed, the Company may require such proof of the
fact and such indemnity to be given to it and to its Transfer Agent and
Registrar, if any, as shall be deemed necessary or advisable by it.

    SECTION 5. The Company shall be entitled to treat the holder of record of
any share or shares of stock as the holder thereof in fact, and shall not be
bound to recognize any equitable or other claim to or interest in such shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by law.

    SECTION 6. In order that the Company may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or other allotment of any rights, or entitled to exercise any
rights in respect of any other change, conversion or exchange of stock or for
the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. If in any case involving the determination of stockholders for
any purpose (other than notice of or voting at a meeting of stockholders) the
Board of Directors shall not fix such a record date, the record date for
determining stockholders for such purpose shall be the close of business on
the day on which the Board of Directors shall adopt the resolution relating
thereto. A determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

                                  ARTICLE IX

                                Miscellaneous

    SECTION 1. The Board of Directors shall have power to fix, and from time
to time change, the fiscal year of the Company. Unless otherwise fixed by the
Board, the calendar year shall be the fiscal year.

    SECTION 2. Whenever notice is required to be given by these By-laws or by
the Certificate of Incorporation or by law, a written waiver thereof, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent to notice.

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                                  ARTICLE X

                                  Amendment

    SECTION 1. The Board of Directors shall have power, at any meeting of the
Board, to add any provision to or to amend or repeal any provision of these
By-laws by the vote of a majority of the total number of directors determined
from time to time by the Board of Directors pursuant to Article EIGHTH of the
Certificate of Incorporation, provided that a statement of the proposed action
shall have been included in a notice or waiver of notice of such meeting of
the Board. The stockholders may add any provision to or amend or repeal any
provision of these By-laws by the vote of a majority of the stockholders
present or represented at any meeting, provided that a statement of the
proposed action shall have been included in the notice of such meeting of
stockholders.

                                                              Revised 01/20/98

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