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EXHIBIT B Item 2(a) or 2(b). Election of Directors - By-Law Provisions Relevant Sections of Article III - DIRECTO RS of the By-Laws of The Seven-Up Company: Presently in force and applicable if Item 1 is not approved by the Shareholders "Number and Qualification. Section 3:2. The number of Directors shall be as stated in the Articles of Incorporation as amended from time to time. Directors need not be Sharehold- ers unless the Articles of Incorporation, as amended, shall require that Directors be share- holders, in which case any Director who shall cease to be a shareholder of record shall thereby be disqualified and his office as Director shall thereupon automatically become vacant." Presently in force and applicable if Item 1 is not approved by the Shareholders "Term of Office. Section 3:3. At the first meeting of shareholders and at each annual meeting thereafter, the shareholders entitled by law or the Articles of Incorporation to vote for the election of Directors shall elect Directors to hold office until the next succeeding annual meeting. Each Director, unless removed, re- signed, disqualified, or otherwise separated from office, shall hold office for the term for which he is elected or until his successor shall have been elected and qualified." As amended by the Board of Directors to be effective upon approval of Item 1 by the Shareholders "Number and Qualification. Section 3:2. The number of Directors shall be eleven (il). Any change in the number of Directors shall be reported to the Secretary of State of the State of Missouri within thirty (30) calendar days of such change. Directors need not be shareholders unless the Articles of Incorporation shall require that Directors be shareholders, in which case any Director who shall cease to be a shareholder of record shall thereby be disqualified and his office as Director shall thereupon automatically become vacant." As amended by the Board of Directors to be effective upon approval of Item 1 by the Shareholders "Classes of Directors and Term of Office. Section 3:3. The Board of Directors shall con- sist of three (3) classes of Directors with one class (Class I) having three (3) members and two classes (Class II and Class III) having four (4) members each. Each member of each class of Directors shall be elected to a term of three (3) years and the election of the respective classes of Directors shall be staggered so that the terms of the members of one of the three classes of Directors shall expire at each annual meeting of the shareholders, at which time the successors to that class of Directors shall be elected; provided, however, that with respect to the initial election of Directors pursuant to this By-Law in April of 1978, the term of each member of one class of Directors (Class I) shall B-1 0 '

I Presently in force and applicable if Item 1 is not approved by the Shareholders "Increase in the Number of Directors. Sec- tion 3:6. Any increase in the number constitut- ing the Board of Directors by amendment to the Articles of Incorporation shall not be deemed a vacancy for the purposes of Section 3:5, and any such additional Directors may be elected at the meeting of shareholders authorizing and adopt- ing the amendment to the Articles of Incorpora- tion providing for such increase in the number of the Board of Directors; provided, that such election of additional Directors shall be deemed effective concurrently with the effective date of such amendment, and not otherwise." B-2 expire in 1979, the term of each member of the second class of Directors (Class II) shall expire in 1980, and the term of each member of the third class of Directors (Class III) shall expire in 1981. The shareholders entitled by law or the Articles of Incorporation to vote for the election of Directors shall elect the Directors to hold office until the expiration of the term of their respective class. Each Director, unless removed, resigned, disqualified, or otherwise separated from office, shall hold office for the term for which he is elected or until his successor shall be elected and qualified." As amended by the Board of Directors to be effective upon approval of Item 1 by the Shareholders "Increase in the Number of Directors. Sec- tion 3:6. Any increase in the number of Direc- tors constituting the Board of Directors by amendment to these By-Laws shall not be deemed a vacancy for the purposes of Section 3:5, and any such additional Directors shall be elected at the next meeting of the shareholders following the adopting of such amendment."