Specimen of 4% Note due 2008



 Exhibit 4.1(a) 
 (SPECIMEN) 
  
 REGISTERED 
 No. 1 
  
 KRAFT FOODS INC. 
  
 4% NOTE DUE 2008 
  
 representing 
  
 $400,000,000 
  
 CUSIP No. 50075N AK 0 
  
 THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE
“DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 KRAFT FOODS
INC., a Virginia corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of $400,000,000 on October 1, 2008, and to pay interest thereon from September 25, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on April 1 and
October 1 in each year, commencing April 1, 2004, at the rate of 4% per annum until the principal hereof is paid or made available for payment. 
  
 The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15 or September 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the 







 Holder on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. 
  
 Payment of the principal of
and interest on this Note shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the
Securities Register or by wire transfer to an account maintained by the payee at a bank located in the United States. All payments of principal and interest in respect of this Note shall be made by the Company in immediately available funds.

  
 Additional provisions of this Note are contained on the
reverse hereof, and such provisions shall have the same effect as though fully set forth in this place. 
  
 Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be
entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. 
  

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 IN WITNESS WHEREOF, KRAFT FOODS INC. has caused this instrument to be duly executed under its corporate
seal. 
  
 Dated: September 25, 2003 

 

	 KRAFT FOODS INC

		
	 By:
	 	 /s/    JAMES P.
DOLLIVE        


	 	 	 Name:
	 	James P. Dollive
	 	 	 Title:
	 	Senior Vice President and Chief Financial Officer


  
  
 [SEAL] 
  

	 ATTEST:

		
	 By:
	 	 /s/    CALVIN J.
COLLIER        


	 	 	 Name:
	 	Calvin J. Collier
	 	 	 Title:
	 	 Senior Vice President,
 General Counsel and Corporate Secretary



  

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 CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Securities of the series designated therein described in the within-mentioned Indenture. 
  

	 JPMORGAN CHASE BANK,
     as Trustee

		
	 By:
	 	 /s/    DIANE M.
WELSH        


	 	 	Authorized Officer


  

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 (Reverse of Note) 
  

KRAFT FOODS INC. 
  
 This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the
Company of the series hereinafter specified, which series is initially issued in the aggregate principal amount of $700,000,000, all such Securities issued and to be issued under an Indenture dated as of October 17, 2001 between the Company and The
Chase Manhattan Bank (now known as JPMorgan Chase Bank), as Trustee (herein called the “Indenture”), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the rights and limitations of
rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and
delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates,
may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or
permitted. This Note is one of a series of the Securities designated therein as 4% Notes due 2008 (the “Notes”). 
  
 The Company may, without the consent of the Holders of the Notes, issue additional notes having the same ranking and the same interest rate, maturity and
other terms as the Notes. Any additional notes having such similar terms, together with the Notes, shall constitute a single series of notes under the Indenture. No additional notes may be issued if an Event of Default has occurred with respect to
the Notes. 
  
 The Indenture contains provisions for defeasance at
any time of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions set forth therein. 
  
 If an Event of Default (other than an Event of Default described in Section 501(4) or 501(5) of the Indenture) with respect to the Notes shall occur and
be continuing, then either the Trustee or the Holders of not less than 25% in principal amount of the Notes of this series then Outstanding may declare the entire principal amount of the Notes of this series due and payable in the manner and with
effect provided in the Indenture. If an Event of Default specified in Section 501(4) or 501(5) occurs with respect to the Company, all of the unpaid principal amount and accrued interest then outstanding shall ipso facto become and be
immediately due and payable in the manner with the effect provided in the Indenture without any declaration or other act by the Trustee or any Holder. 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of more than 50% in aggregate principal amount of the Securities at the time Outstanding of each series issued
under the Indenture to be affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal 







 amount of the Securities of that series at the time Outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to such series. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange or in lieu hereof whether or not notation of such consent or waiver is made upon this
Note. 
  
 No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein and in the
Indenture prescribed. 
  
 As provided in the Indenture and subject
to certain limitations therein set forth, the transfer of this Note shall be registered on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for
that purpose in the Borough of Manhattan, The City of New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated
transferee or transferees. 
  
 The Notes are issuable only in
registered form without coupons in denominations of $1,000 and any multiple of $1,000. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like
tenor and of a different authorized denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. 
  
 The Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary. 
  
 Certain of the Company’s obligations under the Indenture with respect to Notes may be terminated if the Company irrevocably deposits with the Trustee
money or Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes, as provided in the Indenture. 
  
 The Notes are not redeemable prior to maturity and are not subject to a sinking fund. 
  

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 This Note shall for all purposes be governed by, and construed in accordance with, the laws of the
State of New York. 
  
 Certain terms used in this Note which
are defined in the Indenture have the meanings set forth therein. 
  

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 ASSIGNMENT FORM 
  

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
  
 PLEASE INSERT SOCIAL SECURITY NUMBER OR 
 OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

 (Name and address of Assignee, including zip code, must be printed or typewritten)    

  

  

     the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing 
  

  

	  

	  	Attorney

     to transfer the said Note on the books of Kraft Foods Inc. with full power of substitution
in the premises. 
  

	Dated:	 	  

	 	 	 	  


	 	 	 	 	 	 	NOTICE:	 	 The signature of this assignment must correspond with the name as it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change whatever.


  

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