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While Kraft Foods Inc. and Philip Morris International Inc. play musical chairs with their general counsel, some folks are wondering exactly what went on in a meeting between Philip Morris GC David Bernick and chief executive Louis Camilleri that ended with Bernick’s resignation. But before we go there, here’s more on those musical chairs. Though PMI remains mum, Kraft has announced that its general counsel, Marc Firestone, will leave in April to replace Bernick. Firestone is returning to his old job; he left as general counsel of PMI in 2003. Kraft said it will replace Firestone with Gerhard Pleuhs. Pleuhs is currently deputy general counsel, and has been with the Kraft legal team since 1985. Now back to that Bernick/Camilleri meeting. PMI, the tobacco giant based in New York City but with operational headquarters in Lausanne, Switzerland, didn’t issue a press release about Bernick’s resignation. Neither Bernick nor the company immediately responded to an email message seeking comment. But on February 13, the company filed an 8-K report about the resignation with the U.S. Securities and Exchange Commission. The filing indicates that Bernick met with Camilleri on February 9. On the same day, PMI’s compensation committee awarded Bernick an “annual incentive compensation award” of $4.5 million, while Camilleri received $8.8 million, and chief operating officer Andre Calantzopoulos received $5.7 million. So was Bernick unhappy? Camilleri wrote an internal announcement about the meeting, which the company has released. It said, in part:

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