Specimen of 6.75% Notes due 2014



 Exhibit 4.1(b) 
 REGISTERED 
 No. 1 
 KRAFT FOODS
INC. 
 6.75% NOTE DUE 2014 
 representing 
 $500,000,000 
 CUSIP
No. 50075N AX2 
 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 $500,000,000 on February 19, 2014, and to pay interest thereon from
December 19, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on February 19 and August 19, in each year, commencing February 19, 2009, at the rate of
6.75% 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 February 4 or August 4 (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 Holders 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. 
 Signature Page Follows 
  


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 IN WITNESS WHEREOF, KRAFT FOODS INC. has caused this instrument to be duly executed under its corporate
seal. 
 Dated: December 19, 2008. 
  

			
	KRAFT FOODS INC.
		
	By:	 	  

	Name:	 	Timothy R. McLevish
	Title:	 	Executive Vice President and Chief Financial Officer
		
	Attest:	 	
		
	By:	 	  

	Name:	 	Carol J. Ward
	Title:	 	Vice President 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. 
  

			
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
		
	By:	 	  

	Name:	 	Carol Ng
	Title:	 	Vice President


  







 (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 limited in aggregate principal amount to $500,000,000 (except as provided in the Indenture hereinafter mentioned), all
such Securities issued and to be issued under an Indenture dated as of October 17, 2001 between the Company and Deutsche Bank Trust Company Americas (as successor to The Bank of New York 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 6.75%
Notes due 2014 (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, issue date and, in some cases, the first payment of interest or interest accruing prior to the issue date of such additional 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. 
 Change of Control 
 If a Change of Control Triggering
Event (as defined below) occurs, unless the Company has exercised its right to redeem the Notes, Holders may require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes
pursuant to an offer (the “Change of Control Offer”) of payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the
“Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company will mail a notice to Holders describing the transaction or transactions that constitute the Change of Control Triggering Event and
offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the
procedures described in such notice. The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict 

  

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with the Change of Control provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under the Change of Control provisions of the Notes by virtue of such conflicts. 
 On the Change of Control
Payment Date, the Company will, to the extent lawful: 
  

	 	•	 	 accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; 


  

	 	•	 	 deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and



  

	 	•	 	 deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of
Notes or portions of Notes being purchased. 


 The paying agent will promptly mail to each Holder properly tendered the
purchase price for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any Notes surrendered; provided
that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. 
 The Company will not be
required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such
third party purchases all Notes properly tendered and not withdrawn under its offer, 
 For purposes of the foregoing discussion of a
repurchase at the option of Holders, the following definitions are applicable: 
 “Below Investment Grade Rating Event” means the Notes are rated
below an Investment Grade Rating by each of the Rating Agencies (as defined below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice
of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a below
investment grade rating event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect to a particular Change of Control (and thus shall not be deemed a below investment grade rating event for
purposes of the definition of Change of Control Triggering Event hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at
its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have
occurred at the time of the below investment grade rating event). 
  

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 “Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale,
transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any
Person or group of related persons for purposes of Section 13(d) of the Exchange Act (a “Group”) other than the Company or one of its subsidiaries; (2) the approval by the holders of the Company’s common stock of any plan or
proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the indenture); (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the
result of which is that any Person or Group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s voting stock; or (4) the first day on which a majority of the
members of the Company’s Board of Directors are not Continuing Directors. 
 “Change of Control Triggering Event” means the occurrence of both
a Change of Control and a Below Investment Grade Rating Event. 
 “Continuing Directors” means, as of any date of determination, any member of the
Board of Directors of the Company who (1) was a member of such Board of Directors on the date of the issuance of the Notes; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination). 
 “Fitch” means Fitch Inc. 
 “Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, respectively. 

“Moody’s” means Moody’s Investors Service, Inc. 
 “Person” has the meaning set forth in the indenture and includes a “person” as used in Section 13(d)(3) of the Exchange Act. 
 “Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside
of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the Company’s
Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be. 
 “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. 
  

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 Payment of Additional Amounts 
 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. 
 Optional Redemption 
 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 December 19, 2008, the Company has or will become obligated to pay additional amounts with respect to such series of Notes as described in Section 1010 of the Indenture, or 


  

	 	•	 	 on or after December 19, 2008, any action is taken by a taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, the
United States or any political subdivision of or in the United States, including any of those actions specified above, whether or not such action was taken or decision was 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 such series of Notes, and the Company in its business judgment determine 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 an opinion of independent tax counsel to the effect that the circumstances described in the above bullets exist. 
 Defeasance 
 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. 
 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 a the Indenture. 
  

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 Events of Default 
 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. 
 Amendments 
 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 transfer hereof or in exchange or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note. 
 Payment 
 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. 
 Transfer, Registration and Exchange 
 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 due or one or
more new notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  

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 The Notes are issuable only in registered form without coupons in denominations of $2,000 and any
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. 
 The Notes are not subject to a sinking fund. 
 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
	
	  

	
	  

	to transfer the said Note on the books of Kraft Foods 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
whatever.

  

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