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                                                                  EXHIBIT 4.1(a)


REGISTERED
No. 1

                                KRAFT FOODS INC.


                              5 5/8% NOTE DUE 2011

                                  representing

                                  $400,000,000

CUSIP No. 50075N AB 0         ISIN No. US50075NAB01     Common Code No. 13845298

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 November 1,
2011, and to pay interest thereon from November 2, 2001 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually on May 1 and November 1 in each year, commencing May 1, 2002, at
the rate of 5 5/8% 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 April 15 or October 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so
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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 will 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 will 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.

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

Dated:  November 2, 2001


                                        KRAFT FOODS INC.

                                        By:        /s/ James P. Dollive
                                            ------------------------------------
                                            Name:  James P. Dollive
                                            Title: Senior Vice President and
                                                   Chief Financial Officer
[SEAL]
                                        Attest:

                                        By:        /s/ Edward J. Moy
                                            ------------------------------------
                                            Name:  Edward J. Moy
                                            Title: Assistant 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.


                                        THE CHASE MANHATTAN BANK,
                                            as Trustee

                                        By: /s/ Robert S. Peschler
                                            ------------------------------------
                                                   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 $2,000,000,000, 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, 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 5 5/8% Notes due 2011 (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, except for the issue price and issue date. Any
additional notes having such similar terms, together with the Notes, will
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.

      Section 1010 of the Indenture shall be applicable to the Notes, except
that the term "Holder," when used in Section 1010 of the Indenture, shall mean
the beneficial owner of a Note or any person holding on behalf or for the
account of the beneficial owner of a Note.

      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
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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
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, this Note is transferable 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, will 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.
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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


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


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


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----------------------------------------------------------------------- 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.