Kraft Foods Inc. Specimen Class B Common Stock Certificate

Summary

This document is a specimen certificate representing shares of Class B Common Stock in Kraft Foods Inc., a Virginia corporation. It certifies ownership of fully paid, nonassessable shares, which can be transferred only on the company's books by the holder or an authorized attorney. The certificate notes that the shares are not registered under federal or state securities laws and restricts transfers unless certain conditions in the company's Articles of Incorporation are met. Holders agree to these terms by accepting the certificate.

EX-4.2 5 dex42.txt SPECIMEN CLASS B STOCK CERTIFICATE Exhibit 4.2 ----------- ------------------------------------------------------------------- Incorporated Under the Laws of the Commonwealth of Virginia ------------------------------------------------------------------- - ----------- ----------- No. Shares - ----------- ----------- - -------------------------------------------------------------------------------- KRAFT FOODS INC. Class B Common Stock (no par value) - -------------------------------------------------------------------------------- SEE LEGENDS ON REVERSE SIDE This Certifies that is the owner of --------------------------------------------- Shares of the Capital Stock of - ------------------------------------------------- Kraft Foods Inc., a Virginia corporation, fully-paid and nonassessable transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this day of A.D. ------------ ------------------ ---- (SEAL) -------------------------- -------------------------- President Secretary -------- ------ SHARES EACH -------- no ------ par value The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act") or the securities laws of any state. The shares may not be offered, sold, pledged or otherwise transferred unless they are registered under the Act and applicable state law or unless an exemption from registration is available. The shares of Class B Common Stock represented by this certificate may not be transferred to any person in connection with a transfer that does not meet the qualifications set forth in Article III(B)(4)(d) of the Articles of Incorporation of this Corporation and no person who receives such shares in connection with a transfer that does not meet the qualifications prescribed by Article III(B)(4)(d) is entitled to own or to be registered as the record holder of such shares of Class B Common Stock, but the record holder of this certificate may at such time and in the manner set forth in Article III(B)(4)(d) of the Articles of Incorporation convert such shares of Class B Common Stock into the same number of shares of Class A Common Stock for purposes of effecting the sale or other disposition of such shares of Class A Common Stock to any person. Each holder of this certificate, by accepting the same, accepts and agrees to all of the foregoing. ----------------------------- CERTIFICATE FOR SHARES of the Capital Stock ISSUED TO DATE ----------------------------- For Value Received, hereby sell, assign and transfer ------------------- unto --------------------------------------------------------------------------- Shares - -------------------------------------------------------------------------- of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint --------------------------------------------- Attorney to transfer the said Stock on the books of the within named Company with full power of substitution in the premises. Dated -------------------------- ------------ In presence of ------------------------------- - --------------------------------------- NOTICE. THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.