Form of 4.50% Notes due 2020



 Exhibit 4.1 
 REGISTERED 
 No. 
 PHILIP MORRIS INTERNATIONAL INC. 
  

					
		 	 4.50% NOTES DUE 2020
	  	PRINCIPAL AMOUNT
		 		  	$
		 		  	CUSIP NO. 718172AH2
		 		  	ISIN NO. US718172AH26

 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. 
 PHILIP MORRIS INTERNATIONAL 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 $                     on March 26, 2020, and to pay interest thereon from
March 26, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 26 and September 26, in each year, commencing September 26, 2010, at the rate of
4.50% 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 11 or September 11, (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 premium, if any) 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 at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the person entitled thereto. All payments of principal,
premium, if any, 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, PHILIP MORRIS INTERNATIONAL INC. has caused this instrument to be duly
executed. 
  

			
	Dated: March 26, 2010
	
	PHILIP MORRIS INTERNATIONAL INC.
		
	By:	 	 
	Name:	 	Marco Kuepfer
	Title:	 	Vice President Finance and Treasurer


  

			
	Attest:
		
	By:	 	 
	Name:	 	G. Penn Holsenbeck
	Title:	 	Vice President and Corporate Secretary









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

			
	HSBC BANK USA, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	 
		 	Authorized Officer









 (Reverse of Note) 
 PHILIP MORRIS INTERNATIONAL 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 limited in aggregate principal amount to $1,000,000,000
(except as provided in the Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of April 25, 2008 between the Company and HSBC Bank USA, National Association, 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 4.50%
Notes due 2020 (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 owners of a Note or any person holding on behalf or for the account of the beneficial owner of a Note. 
 The Company may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30
days’ notice at a redemption price equal to the principal amount of such Notes plus any accrued interest and additional amounts to the date fixed for redemption if: 
  

	 	•	 	 as a result of a change in or amendment to the tax laws, regulations or rulings of the United States or any political subdivision or taxing authority
of or in the United States or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United States) that is announced or
becomes effective on or after March 26, 2010, the Company has or will become obligated to pay additional amounts with respect to the Notes as described in Section 1010 of the Indenture, or 


  

	 	•	 	 on or after March 26, 2010, any action is taken by a taxing authority of, or any decision is rendered by a court of competent jurisdiction in, the
United States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in the bullet point above, whether or not such action is taken or decision is rendered with respect to the Company,
or any change, amendment, application or interpretation is officially proposed, which, in any such case, in the written opinion of independent legal counsel of recognized











	 	 
standing, will result in a material probability that the Company will become obligated to pay additional amounts with respect to the Notes, 


 and the Company in its business judgment determines that such obligations cannot be avoided by the use of reasonable measures available to the Company.

 If the Company exercises its option to redeem the Notes, the Company will deliver to the Trustee a certificate signed by an
authorized officer stating that it is entitled to redeem the Notes and the written opinion of independent legal counsel if required. 
 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 at least 25% in aggregate principal amount of the Securities of all series then Outstanding (or, if such default is not applicable to all series of the Securities, the
Holders of at least 25% in principal amount of the then Outstanding Securities of all series to which it is applicable) (in each case voting as a single class) may declare the entire principal amount of the Securities of all series so affected 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 not less than a majority in aggregate principal amount of the Outstanding Securities of all series of
Securities affected thereby (voting as a single class). The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of all series affected thereby at the time Outstanding
(voting as a single class) to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences to the affected 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 premium, if any) 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 or her
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 in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. 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. 
 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. 







 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 Philip Morris International Inc. with full power of substitution in the premises. 
 Dated:                  
  

			
		
		 	 
	NOTICE: The signature to 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 whatsoever.