<PAGE>   1

                                                                     EXHIBIT 4.3

                                KRAFT FOODS INC.


                                       and

                           --------------------------,
                                as Warrant Agent

                        FORM OF DEBT WARRANT AGREEMENT*


                        Dated as of ______________, 20__


----------

         * Options represented by bracketed or blank sections herein shall be
determined in conformity with the terms of the applicable prospectus supplement,
terms agreement or term sheet.

<PAGE>   2

                                TABLE OF CONTENTS

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                                    ARTICLE I

     ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

Section 1.01.    Issuance of Warrants.......................................................................      1
Section 1.02.    Form and Execution of Warrant Certificates.................................................      1
Section 1.03.    Issuance and Delivery of Warrant Certificates..............................................      2
Section 1.04.    Temporary Warrant Certificates.............................................................      2
Section 1.05.    Payment of Taxes...........................................................................      3
Section 1.06.    Definition of Holder.......................................................................      3

                                   ARTICLE II

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.01.    Warrant Price..............................................................................      3
Section 2.02.    Duration of Warrants.......................................................................      4
Section 2.03.    Exercise of Warrants.......................................................................      4

                                   ARTICLE III

     OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

Section 3.01.    No Rights as Holder of Warrant Securities Conferred by Warrants or Warrant
                 Certificates...............................................................................      5
Section 3.02.    Lost, Stolen, Destroyed or Mutilated Warrant Certificates..................................      5
Section 3.03.    Holder of Warrant Certificate May Enforce Rights...........................................      6

                                   ARTICLE IV

                  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

Section 4.01.    Warrant Register; Exchange and Transfer of Warrant Certificates............................      6
Section 4.02.    Persons deemed Owners......................................................................      7
Section 4.03.    Cancellation of Warrant Certificates.......................................................      7

                                    ARTICLE V

                          CONCERNING THE WARRANT AGENT

Section 5.01.    Warrant Agent..............................................................................      7
Section 5.02.    Conditions of Warrant Agent's Obligations..................................................      7
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<PAGE>   3

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Section 5.03.    Resignation and Appointment of Successor...................................................      9
Section 5.04.    Compliance With Applicable Laws............................................................     10
Section 5.05.    Office.....................................................................................     10

                                   ARTICLE VI

                                  MISCELLANEOUS

Section 6.01.    Amendment..................................................................................     11
Section 6.02.    Notices and Demands to the Company and Warrant Agent.......................................     11
Section 6.03.    Addresses..................................................................................     11
Section 6.04.    Applicable Law.............................................................................     11
Section 6.05.    Delivery of Prospectus.....................................................................     11
Section 6.06.    Government Approvals.......................................................................     11
Section 6.07.    Persons Having Rights under Warrant Agreement..............................................     12
Section 6.08.    Headings...................................................................................     12
Section 6.09.    Counterparts...............................................................................     12
Section 6.10.    Inspection of Agreement....................................................................     12
</TABLE>


                                       ii
<PAGE>   4

                  THIS WARRANT AGREEMENT, dated as of ____________, 20__,
between Kraft Foods Inc., a Virginia corporation (the "Company"), and
_________________, a __________________ organized and existing under the laws of
_________, as Warrant Agent (the "Warrant Agent").

                  WHEREAS, the Company has entered into an Indenture, dated as
of __________, 2001 (the "Indenture"), with The Chase Manhattan Bank, as trustee
(the "Trustee") providing for the issuance by the Company from time to time of
its unsecured debt securities (the "Securities"), to be issued in one or more
series as provided in the Indenture; and

                  WHEREAS, the Company proposes to issue [If Offered Securities
with Warrants -- [TITLE OF DEBT SECURITIES BEING OFFERED] (the "Offered
Securities") with] warrant certificates (such warrant certificates and other
warrant certificates issued pursuant to this Agreement herein called the
"Warrant Certificates") evidencing one or more warrants (the "Warrants" or,
individually, a "Warrant") representing the right to purchase [TITLE OF DEBT
SECURITIES PURCHASABLE THROUGH EXERCISE OF WARRANTS] (the "Warrant Securities");
and

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, exchanged, exercised
and replaced.

                  NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:

                                   ARTICLE I

                       ISSUANCE OF WARRANTS AND EXECUTION

                      AND DELIVERY OF WARRANT CERTIFICATES

         Section 1.01. ISSUANCE OF WARRANTS. [If Warrants alone -- Upon
issuance, each Warrant Certificate shall evidence one or more Warrants.] [If
Offered Securities with Warrants -- Warrant Certificates shall be [initially]
issued in units with the Offered Securities and shall [not] be separately
transferable [before ____________, 20__ (the "Detachable Date")]. Each Warrant
Certificate included in each such unit shall evidence an aggregate of _______
Warrants for each [SPECIFY CURRENCY OR CURRENCY UNIT] __________ principal
amount of Offered Securities included in such unit.] Each Warrant evidenced
thereby shall represent the right, subject to the provisions contained herein
and therein, to purchase Warrant Securities in the principal amount of [SPECIFY
CURRENCY OR CURRENCY UNIT] ______.

         Section 1.02. FORM AND EXECUTION OF WARRANT CERTIFICATES. (a) Each
Warrant Certificate, whenever issued, shall be in registered form substantially
in the form set forth in Exhibit A hereto, shall be dated the date it is
countersigned by the Warrant Agent and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon, as are not inconsistent with the

<PAGE>   5

provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Warrants may be listed, or to conform to
usage, as the officers of the Company executing the same may approve (execution
thereof to be conclusive evidence of such approval).

         (b) The Warrant Certificates shall be signed on behalf of the Company
by a Chief Executive Officer, its General Counsel or its Chief Financial Officer
under its corporate seal and attested by its Secretary or an Assistant
Secretary. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.

         (c) No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be deemed issued or exercisable, until such
Warrant Certificate has been countersigned by the manual signature of the
Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate
executed by the Company shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.

         (d) In case any officer of the Company who shall have signed any
Warrant Certificate either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificate so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificate may
be countersigned and delivered as though the person who signed such Warrant
Certificate had not ceased to be such officer of the Company; and any Warrant
Certificate may be signed on behalf of the Company by such person as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officer of the Company, although at the date of the execution of this Agreement
any such person was not such an officer.

         Section 1.03. ISSUANCE AND DELIVERY OF WARRANT CERTIFICATES. Warrant
Certificates evidencing the right to purchase an aggregate principal amount not
exceeding [SPECIFY CURRENCY OR CURRENCY UNIT] _____ aggregate principal amount
of Warrant Securities (except as provided in Sections 1.04, 2.03(d), 3.02 and
4.01) may be executed by the Company and delivered to the Warrant Agent upon the
execution of this Agreement or from time to time thereafter. The Warrant Agent
shall, upon receipt of Warrant Certificates duly executed on behalf of the
Company, countersign Warrant Certificates evidencing Warrants representing the
right to purchase up to [SPECIFY CURRENCY OR CURRENCY UNIT] _____ aggregate
principal amount of Warrant Securities and shall deliver such Warrant
Certificates to or upon the order of the Company. Subsequent to such original
issuance of the Warrant Certificates, the Warrant Agent shall countersign a
Warrant Certificate only if the Warrant Certificate is issued in exchange or
substitution for one or more previously countersigned Warrant Certificates or in
connection with their transfer as hereinafter provided or as provided in Section
2.03(d).

         Section 1.04. TEMPORARY WARRANT CERTIFICATES. Pending the preparation
of definitive Warrant Certificates, the Company may execute, and upon the order
of the Company the Warrant Agent shall authenticate and deliver, temporary
Warrant Certificates which are printed, lithographed, typewritten, mimeographed
or otherwise produced substantially of the tenor of the definitive Warrant
Certificates in lieu of which they are issued and with such


                                       2
<PAGE>   6

appropriate insertions, omissions, substitutions and other variations as the
officers executing such Warrant Certificates may determine, as evidenced by
their execution of such Warrant Certificates.

         If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or ____________], without charge to the Holder (as defined in
Section 1.06 below). Upon surrender for cancellation of any one or more
temporary Warrant Certificates the Company shall execute and the Warrant Agent
shall authenticate and deliver in exchange therefor definitive Warrant
Certificates representing the same aggregate number of Warrants. Until so
exchanged, the temporary Warrant Certificates shall in all respects be entitled
to the same benefits under this Agreement as definitive Warrant Certificates.

         Section 1.05. PAYMENT OF TAXES. The Company will pay all stamp taxes
and other duties, if any, to which, under the laws of the United States of
America or any State or political subdivision thereof, this Agreement or the
original issuance of the Warrant Certificates may be subject.

         Section 1.06. DEFINITION OF HOLDER. The term "Holder" or "Holders", as
used herein with reference to a Warrant Certificate, shall mean [If Warrants
alone -- the person or persons in whose name such Warrant Certificate shall then
be registered as set forth in the Warrant Register to be maintained by the
Warrant Agent pursuant to Section 4.01 for that purpose], [If Offered Securities
with Warrants -- [and Warrants that are not then detachable,] the person or
persons in whose name the related Offered Securities shall be registered as set
forth in the security register to be maintained by the Trustee for such Offered
Securities pursuant to the Indenture[, prior to the Detachable Date]. The
Company will, or will cause the security registrar of any such Offered
Securities to make available to the Warrant Agent at all times [including on and
after the Detachable Date] such current information as to Holders of Offered
Securities.]

                                   ARTICLE II

                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

         Section 2.01. WARRANT PRICE. During the period from ___________, 20__
through and including ___________, 20__, each Warrant shall entitle the Holder
thereof, subject to the provisions of this Agreement, to purchase from the
Company the principal amount of Warrant Securities stated in the Warrant
Certificate at the exercise price of ___% of the principal amount thereof [plus
accrued amortization, if any, of the original issue discount of the Warrant
Securities] [plus accrued interest, if any, from and including the most recent
date to which interest shall have been paid on the Warrant Securities or, if no
interest shall have been paid on the Warrant Securities, from and including
___________, 20__]. During the period from and including ___________, 20__
through and including ___________, 20__, each Warrant shall entitle the Holder
thereof, subject to the provisions of this Agreement, to purchase from the
Company the principal amount of Warrant Securities stated in the Warrant
Certificate at the


                                       3
<PAGE>   7

exercise price of __% of the principal amount thereof [plus accrued
amortization, if any, of the original issue discount of the Warrant Securities]
[ plus accrued interest, if any, from and including the most recent date to
which interest shall have been paid on the Warrant Securities or, if no interest
shall have been paid on the Warrant Securities, from and including ___________,
20__]. [In each case, the original issue discount ([SPECIFY CURRENCY OR CURRENCY
UNIT] ________ for each [SPECIFY CURRENCY OR CURRENCY UNIT] 1,000 principal
amount of Warrant Securities) will be amortized at a __% annual rate, computed
on a[n] [semi-] annual basis [using a 360-day year consisting of twelve 30-day
months].] Such exercise price of each Warrant is referred to in this Agreement
as the "Exercise Price."

         Section 2.02. DURATION OF WARRANTS. Each Warrant evidenced by a Warrant
Certificate may be exercised in whole at any time, as specified herein, on or
after [the date thereof] [____________, 20__] and at or before 5:00 p.m., New
York City time on ___________, 20__ (the "Expiration Date"). Each Warrant not
exercised at or before 5:00 p.m., New York City time on the Expiration Date
shall become void, and all rights of the Holder of the Warrant Certificate
evidencing such Warrant under this Agreement shall cease, provided that the
Company reserves the right to, and may, in its sole discretion, at any time and
from time to time, at such time or times as the Company so determines, extend
the Expiration Date of the Warrants for such periods of time as it chooses.
Whenever the Expiration Date of the Warrants is so extended, the Company shall
at least 20 days prior to the then Expiration Date cause to be mailed to the
Warrant Agent and the registered Holders of the Warrants a notice stating that
the Expiration Date has been extended and setting forth the new Expiration Date.

         Section 2.03. EXERCISE OF WARRANTS. (a) The Holder of a Warrant shall
have the right, at its option, to exercise such Warrant and, subject to
subsection (e) of this Section 2.03, purchase the principal amount of Warrant
Securities provided for therein at the time or times or during the period or
periods referred to in Section 2.01 and specified in the Warrant Certificate
evidencing such Warrant. Except as may be provided in a Warrant Certificate, a
Warrant may be exercised by completing the form of election to purchase set
forth on the reverse side of the Warrant Certificate, by duly executing and
delivering the same, together with payment in full of the Exercise Price in
lawful money of the [JURISDICTION OF CURRENCY OR CURRENCY UNIT], in cash or by
certified or official bank check or by bank wire transfer, to the Warrant Agent.
Except as may be provided in a Warrant Certificate, the date on which such
Warrant Certificate and payment are received by the Warrant Agent as aforesaid
shall be deemed to be the date on which the Warrant is exercised and the Warrant
Securities are issued.

         (b) The Warrant Agent shall deposit all funds received by it in payment
of the Warrant Price in an account of the Company maintained with it and shall
advise the Company by telephone by 5:00 p.m., New York City time, of each day on
which a payment for Warrants is received of the amount so deposited in its
account. The Warrant Agent shall promptly confirm such telephone advice in
writing to the Company.

         (c) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee of (i) the number of Warrants
exercised, (ii) the instructions of each Holder with respect to delivery of the
Warrant Securities to which such Holder is entitled upon such exercise, (iii)
delivery of Warrant Certificates evidencing the balance, if any, of the


                                       4
<PAGE>   8

Warrants remaining after such exercise, and (iv) such other information as the
Company or the Trustee shall reasonably require. Such notice may be given by
telephone to be promptly confirmed by the Warrant Agent in writing to the
Company.

         (d) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations to
or upon the order of a Holder, the Warrant Securities to which such Holder is
entitled, in fully registered form, registered in such name or names as may be
directed by such Holder. If fewer than all of the Warrants evidenced by such
Warrant Certificate are exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall authenticate and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexercised.

         (e) The Holder, and not the Company, shall be required to pay any stamp
or other tax or other governmental charge that may be imposed in connection with
any transfer involved in the issuance of the Warrant Securities; and in the
event that any such transfer is involved, the Company shall not be required to
issue any Warrant Securities (and the Holder's purchase of the Warrant
Securities upon the exercise of such Holder's Warrant shall not be deemed to
have been consummated) until such tax or other charge shall have been paid or it
has been established to the Company's satisfaction that no such tax or other
charge is due.

                                  ARTICLE III

                          OTHER PROVISIONS RELATING TO

                    RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

         Section 3.01. NO RIGHTS AS HOLDER OF WARRANT SECURITIES CONFERRED BY
WARRANTS OR WARRANT CERTIFICATES. No Warrant or Warrant Certificate shall
entitle the Holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
principal of, or premium, if any, or interest, if any, on Warrant Securities or
to enforce any of the covenants in the Indenture.

         Section 3.02. LOST, STOLEN, DESTROYED OR MUTILATED WARRANT
CERTIFICATES. Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity (other
than in connection with any mutilated Warrant Certificate surrendered to the
Warrant Agent for cancellation) reasonably satisfactory to them, then, in the
absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute, and an authorized officer of the Warrant Agent shall authenticate and
deliver, in exchange for or in lieu of each lost, stolen, destroyed or mutilated
Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing
a like number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section, the Company may require the payment of a sum sufficient to
cover any stamp or other tax or other governmental charge that may be imposed
and any other expenses (including the fees and expenses of the Warrant Agent) in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent a contractual obligation of the Company,
whether or not the lost,


                                       5
<PAGE>   9

stolen or destroyed Warrant Certificate shall be at any time enforceable by
anyone, and shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates duly executed and
delivered hereunder. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement of lost, stolen, destroyed or mutilated Warrant Certificates.

         Section 3.03. HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, a Holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the Holder
of any Warrant Securities or the Holder of any other Warrant Certificate, may,
on its own behalf and for its own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to enforce, or
otherwise in respect of, its right to exercise its Warrant or Warrants in the
manner provided in its Warrant Certificate and in this Agreement.

                                   ARTICLE IV

                  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

         Section 4.01. WARRANT REGISTER; EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES. (a) The Warrant Agent shall maintain, at its corporate trust
office [or at _________], a register (the "Warrant Register") in which, [If
Warrants alone -- upon the issuance of Warrants,] [If Offered Securities with
Warrants -- on and after the Detachable Date in the case of Warrants not
separately transferable prior thereto,] and, subject to such reasonable
regulations as the Warrant Agent may prescribe, it shall register Warrant
Certificates and exchanges and transfers thereof. The Warrant Register shall be
in written form or in any other form capable of being converted into written
form within a reasonable time.

         (b) [If Offered Securities with Warrants which are not immediately
detachable -- Prior to the Detachable Date, a Warrant Certificate may be
exchanged or transferred only together with the Offered Security to which the
Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Offered
Security. Additionally, on or prior to the Detachable Date, each transfer of an
Offered Security on the register of the Offered Securities shall operate also to
transfer the Warrant Certificate or Certificates to which such Offered Security
was initially attached. After the Detachable Date, upon] [If Offered Securities
with Warrants which are immediately detachable or Warrants alone -- Upon]
surrender at the corporate trust office of the Warrant Agent [or _________],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants or the transfer
thereof may be registered in whole; provided that such other Warrant
Certificates evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered. No service charge shall be made for any exchange or
registration of transfer of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange or
registration of transfer. Whenever any Warrant Certificates are so surrendered
for exchange or registration of transfer an authorized officer of the Warrant
Agent shall authenticate and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so


                                       6
<PAGE>   10

requested. The Warrant Agent shall not be required to effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant. All Warrant Certificates issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations, and entitled to the same
benefits under this Agreement, as the Warrant Certificates surrendered for such
exchange or registration of transfer.

         Section 4.02. PERSONS DEEMED OWNERS. [If Offered Securities with
Warrants which are not immediately detachable -- Prior to the Detachable Date,
the Company, the Warrant Agent and all other persons may treat the owner of any
Offered Security as the owner of the Warrant Certificates initially attached
thereto for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced by such Warrant Certificates, any notice
to the contrary notwithstanding. After the Detachable Date, and prior to due
presentment of a Warrant Certificate for registration of transfer, the Company,]
the Warrant Agent and all other persons may treat the Holder as the owner
thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.

         Section 4.03. CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange, registration of transfer or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent
and shall not be reissued and, except as expressly permitted by this Agreement,
no Warrant Certificates shall be issued hereunder in exchange or in lieu
thereof. The Company may at any time deliver to the Warrant Agent for
cancellation any Warrant Certificates previously issued hereunder which the
Company may have acquired in any manner whatsoever, and all Warrant Certificates
so delivered shall be promptly canceled by the Warrant Agent. Warrant
Certificates so canceled shall be delivered by the Warrant Agent to the Company
from time to time, or disposed of in accordance with the instructions of the
Company.

                                   ARTICLE V

                          CONCERNING THE WARRANT AGENT

         Section 5.01. WARRANT AGENT. The Company hereby appoints __________ as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions set forth herein, and
____________ hereby accepts such appointment. The Warrant Agent shall have the
powers and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further powers and authority to act on behalf
of the Company as the Company may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and provisions
hereof.

         Section 5.02. CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the


                                       7
<PAGE>   11

following, to all of which the Company agrees and to all of which the rights
hereunder of the Holders from time to time of the Warrant Certificates shall be
subject:

         (a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including counsel fees) incurred by the
Warrant Agent in connection with the services rendered hereunder by the Warrant
Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, as well as the cost and expense of
defending against any claim of such liability.

         (b) Agent for the Company. In acting under this Warrant Agreement and
in connection with the Warrant Certificates, the Warrant Agent is acting solely
as agent of the Company and does not assume any obligation or relationship of
agency or trust for or with any of the Holders.

         (c) Counsel. The Warrant Agent may consult with counsel satisfactory to
it, and the advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the advice of such counsel.

         (d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or omitted by it in
reliance upon any notice, direction, consent, certificate, affidavit, statement
or other paper or document reasonably believed by it to be genuine and to have
been presented or signed by the proper parties.

         (e) Certain Transactions. The Warrant Agent, and any of its officers,
directors and employees, may become the owner of or acquire any interest in any
Warrant, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company, and the Warrant Agent may serve on, or as depository, trustee or agent
for, any committee or body of holders of Warrant Securities or other obligations
of the Company as if it were not the Warrant Agent hereunder. Nothing in this
Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee
under the Indenture.

         (f) No Liability for Interest. The Warrant Agent shall not be liable
for interest on any monies at any time received by it pursuant to any of the
provisions of this Agreement or of the Warrant Certificates, except as otherwise
agreed with the Company.

         (g) No Liability for Invalidity. The Warrant Agent shall not incur
liability with respect to the validity of this Agreement (except as to the due
execution hereof by the Warrant Agent) or any Warrant Certificate (except as to
the Warrant Agent's countersignature on such Warrant Certificate).


                                       8
<PAGE>   12

         (h) No Responsibility for Company Representations. The Warrant Agent
shall not be responsible for any of the recitals or representations contained
herein (except as to such statements or recitals as describe the Warrant Agent
or action taken or to be taken by it) or in the Warrant Certificates (except as
to the Warrant Agent's countersignature on such Warrant Certificate) all of
which recitals and representations are made solely by the Company.

         (i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are specifically set forth herein and no other
duties or obligations shall be implied. The Warrant Agent shall not be under any
obligation to take any action hereunder that may subject it to any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it to
the Company pursuant to this Agreement or for the application by the Company of
the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates or
in the case of the receipt of any written demand from a Holder with respect to
such default, including, without limiting the generality of the foregoing, any
duty or responsibility to initiate or attempt to initiate any proceedings at law
or otherwise or, except as provided in Section 6.02 hereof to make any demand
upon the Company.

         Section 5.03. RESIGNATION AND APPOINTMENT OF SUCCESSOR. (a) The Company
agrees, for the benefit of the Holders of the Warrants, that there shall at all
times be a Warrant Agent hereunder until all the Warrant Certificates are no
longer exercisable.

         (b) The Warrant Agent may at any time resign as such by giving written
notice to the Company, specifying the date on which such resignation shall
become effective; provided that such date shall not be less than 90 days after
the date on which such notice is given, unless the Company otherwise agrees. The
Warrant Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying such
removal and the date when it shall become effective. Such resignation or removal
shall take effect only upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its organization to exercise
corporate trust powers) and the acceptance of such appointment by such successor
Warrant Agent. The obligations of the Company under Section 5.02(a) shall
continue to the extent set forth therein notwithstanding the resignation or
removal of the Warrant Agent.

         (c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall file a petition seeking relief under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
federal or state bankruptcy law or similar law, or make an assignment for the
benefit of its creditors, or consent to the appointment of a receiver or
custodian for all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian for it or for all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for


                                       9
<PAGE>   13

relief against it under the provisions of the Federal Bankruptcy Code, as now
constituted or hereafter amended, or under any other applicable federal or state
bankruptcy or similar law, or if any public officer shall have taken charge or
control of the Warrant Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant Agent,
qualified as aforesaid, shall be appointed by the Company by an instrument in
writing, filed with the successor Warrant Agent. Upon the appointment as
aforesaid of a successor Warrant Agent and acceptance by the successor Warrant
Agent of such appointment, the Warrant Agent so superseded shall cease to be
Warrant Agent hereunder.

         (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, the Warrant
Register and all monies, securities and other property on deposit with or held
by such predecessor (together with any books and records relating thereto), as
Warrant Agent hereunder.

         (e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all of its assets and business, provided that such corporation shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper, the giving of any notice
to Holders or any further act on the part of the parties hereto.

         Section 5.04. COMPLIANCE WITH APPLICABLE LAWS. The Warrant Agent agrees
to comply with all applicable federal and state laws imposing obligations on it
in respect of the services rendered by it under this Warrant Agreement and in
connection with the Warrants, including, without limitation, the provisions of
United States federal income tax laws regarding information reporting and backup
withholding. The Warrant Agent expressly assumes all liability for its failure
to comply with any such laws imposing obligations on it, including, without
limitation, any liability for failure to comply with any applicable provisions
of United States federal income tax laws regarding information reporting and
backup withholding.

         Section 5.05. OFFICE. The Company will maintain an office or agency
where Warrant Certificates may be presented for exchange, transfer or exercise.
The office initially designated for this purpose shall be the corporate trust
office of the Warrant Agent at _____________.


                                       10
<PAGE>   14

                                   ARTICLE VI

                                  MISCELLANEOUS

         Section 6.01. AMENDMENT. (a) This Agreement may be amended or
supplemented by the parties hereto, without the approval or consent of any
Holder, for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or desirable; provided that
such action shall not adversely affect the interests of the Holders.

         (b) The Company and the Warrant Agent may modify or amend this
Agreement and the Warrant Certificates, with the consent of the Holders holding
not fewer than a majority in number of the then outstanding unexercised Warrants
affected by such modification or amendment, for any purpose; provided, however,
that no such modification or amendment that increases the Exercise Price,
shortens the period of time during which the Warrants may be exercised, or
otherwise materially and adversely affects the exercise rights of the Holders or
reduces the percentage of the number of outstanding Warrants the consent of the
Holders of which is required for modification or amendment of this Agreement or
the Warrant Certificates may be made without the consent of each Holder affected
thereby.

         Section 6.02. NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
a Holder pursuant to the provisions of this Agreement or a Warrant Certificate,
the Warrant Agent shall promptly forward such notice or demand to the Company.

         Section 6.03. ADDRESSES. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
_______________ Attention: _____________, and any communication from the Warrant
Agent to the Company with respect to this Agreement shall be addressed to Kraft
Foods Inc., Three Lakes Drive, Northfield, Illinois 60093, Attention:
____________(or such other address as shall be specified in writing by the
Warrant Agent or by the Company).

         Section 6.04. APPLICABLE LAW. This Agreement and each Warrant
Certificate issued hereunder shall be governed by, and construed in accordance
with, the laws of the State of New York.

         Section 6.05. DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of any Warrant (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued upon
such exercise, a Prospectus.

         Section 6.06. GOVERNMENT APPROVALS. The Company will from time to time
take all action which may be necessary to obtain and keep effective any and all
permits, consents


                                       11
<PAGE>   15

and approvals of governmental agencies and authorities and will make all filings
under federal and state securities laws (including, without limitation, a
registration statement in respect of the Warrants and Warrant Securities under
the Securities Act of 1933), which may be or become requisite in connection with
the issuance, sale, transfer, and delivery of the Warrant Certificates, the
exercise of the Warrants, and the issuance, sale, transfer and delivery of the
Warrant Securities issued upon exercise of the Warrants.

         Section 6.07. PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the Holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and their successors and of the
Holders of the Warrant Certificates.

         Section 6.08. HEADINGS. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

         Section 6.09. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

         Section 6.10. INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by any Holder. The Warrant Agent may require
such Holder to submit its Warrant Certificate for inspection prior to making
such copy available.


                                       12
<PAGE>   16

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, all as of the day and year first above written.


                                              KRAFT FOODS INC.

Attest:

                                              By ______________________________
_______________________                            Name:
                                                   Title:


                                                   ___________________________,
                                                   as Warrant Agent

Attest:                                       By ______________________________
                                                   Name:
                                                   Title:
_______________________


                                       13
<PAGE>   17

                                                                       Exhibit A

                          (FORM OF WARRANT CERTIFICATE)

                          [Face of Warrant Certificate]

<TABLE>
<S>                                                          <C>
FORM OF LEGEND IF OFFERED SECURITIES WITH WARRANTS WHICH     [Prior to _______________, this Warrant Certificate may
ARE NOT IMMEDIATELY DETACHABLE:                              be exchanged or transferred if and only if the [Title
                                                             of Warrant Securities] to which it was initially
                                                             attached is so exchanged or transferred.]

FORM OF LEGEND IF WARRANTS ARE NOT IMMEDIATELY EXERCISABLE:  [Prior to __________, Warrants evidenced by this
                                                             Warrant Certificate cannot be exercised.]
</TABLE>

                EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

                            AGENT AS PROVIDED HEREIN.

        VOID AFTER 5:00 P.M., NEW YORK CITY TIME ON ____________, 20___.

                                KRAFT FOODS INC.

                              WARRANTS TO PURCHASE

                          [Title of Warrant Securities]

No. ____________                                          ____________ Warrants

         This certifies that ____________ or registered assigns is the
registered owner of the above indicated number of Warrants, each Warrant
entitling such owner to purchase, at any time [after 5:00 p.m., New York City
time on ________, 20____ and] on or before 5:00 p.m., New York City time on
___________, 20__, [SPECIFY CURRENCY OR CURRENCY UNIT] ____________ principal
amount of [Title of Warrant Securities] (the "Warrant Securities"), of Kraft
Foods Inc. (the "Company"), issued and to be issued under the Indenture (as
hereinafter defined), on the following basis: [on _______, 20___ the exercise
price of each Warrant is [SPECIFY CURRENCY OR CURRENCY UNIT] _________; during
the period from ____________, 20__ through and including _______, 20___, the
exercise price of each Warrant will be [SPECIFY CURRENCY OR CURRENCY UNIT]
__________ plus [accrued amortization of the original issue discount] [accrued
interest from and including the most recent date to which interest shall have
been paid on the Warrant Securities, or, if no interest shall have been paid on
the Warrant Securities, from and including ______, 20___]; on ______, 20___ the
exercise price of each Warrant will be [SPECIFY CURRENCY OR CURRENCY UNIT]
__________; during the period from ______, 20___, through and including ______,
20___, the exercise price of each Warrant will be [SPECIFY CURRENCY OR CURRENCY
UNIT] __________ plus [accrued amortization of the original issue discount]
[accrued interest from and including the most recent date to which interest
shall have been paid on the Warrant Securities, or, if no interest shall have
been paid on the Warrant Securities, from and including ______, 20___]; [in each
case, the original issue discount will be amortized at an annual rate, computed
on an annual basis, using a 360-day year consisting of twelve 30-day months]
(the "Warrant Price"). [The original issue


                                      A-1
<PAGE>   18

discount for each [SPECIFY CURRENCY OR CURRENCY UNIT] 1,000 principal amount of
Warrant Securities is [SPECIFY CURRENCY OR CURRENCY UNIT] __________.] The
holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full, [in lawful money
of [JURISDICTION OF CURRENCY OR CURRENCY UNIT,]] [in cash or by certified check
or official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] in immediately available funds, the Warrant Price for each Warrant
exercised to the Warrant Agent (as hereinafter defined) and by surrendering this
Warrant Certificate, with the purchase form on the back hereof duly executed, at
the corporate trust office of [name of Warrant Agent], or its successor as
warrant agent (the "Warrant Agent"), [or] currently at the address specified on
the reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).

         Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Securities in registered form in denominations
of [SPECIFY CURRENCY OR CURRENCY UNIT] __________ and any integral multiples
thereof. Upon any exercise of fewer than all of the Warrants evidenced by this
Warrant Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.

         This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ______, 20___ (the "Warrant Agreement") between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at ____________].

         The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture date as of ______, 2001 (the "Indenture"), between
the Company and The Chase Manhattan Bank, as Trustee (The Chase Manhattan Bank,
and any successor to such Trustee being hereinafter referred to as the
"Trustee"), and will be subject to the terms and provisions contained in the
Indenture. Copies of the Indenture and the form of the Warrant Securities are on
file at the corporate office of the Trustee [and at ____________].

         [If Offered Securities with Warrants which are not immediately
detachable--Prior to ______, 20___, this Warrant Certificate may be exchanged or
transferred only together with the [Title of Offered Securities] ("Offered
Securities") to which this Warrant Certificate was initially attached, and only
for the purpose of effecting, or in conjunction with, an exchange or transfer of
such Offered Securities. After such date, transfer of this] [If Offered
Securities with Warrants which are immediately detachable or Warrants alone --
Transfer of this] Warrant Certificate may be registered when this Warrant
Certificate is surrendered at the corporate trust office of the Warrant Agent
[or ______] by the registered owner or assigns, in person or by an attorney duly
authorized in writing, in the manner and subject to the limitations provided in
the Warrant Agreement.]


                                      A-2
<PAGE>   19

         [If Offered Securities with Warrants which are not immediately
detachable--Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable or
Warrants alone -- After] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates in other denominations representing the same aggregate number of
Warrants.

         This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Securities, including, without limitation,
the right to receive payments of principal of and premium, if any, or interest,
if any, on the Warrant Securities or to enforce any of the covenants of the
Indenture.

         Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.


Dated as of ______, 20___


                                            KRAFT FOODS INC.


                                            By ________________________________
                                               Name:
                                               Title:

Attest:


__________________________


Countersigned:


__________________________ ,
as Warrant Agent

By __________________________
       Authorized Signature


                                      A-3
<PAGE>   20

                        [Reverse of Warrant Certificate]

                      Instructions for Exercise of Warrant

         To exercise the Warrants evidenced hereby, the holder must pay [in cash
or by certified check or official bank check or by bank wire transfer] [by bank
wire transfer] [in immediately available funds] the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department,
[insert address of Warrant Agent], Attn: [or ____________], which [payment]
[wire transfer] must specify the name of the holder and the number of Warrants
exercised by such holder. In addition, the holder must complete the information
required below and present this Warrant Certificate in person or by registered
mail to the Warrant Agent at the addresses set forth below.

                               [Form of Exercise]

                     To Be Executed Upon Exercise of Warrant

         The undersigned hereby irrevocably elects to exercise _____ Warrants,
evidenced by this Warrant Certificate, to purchase [SPECIFY CURRENCY OR CURRENCY
UNIT] __________ principal amount of the [Title of Warrant Securities] (the
"Warrant Securities") of Kraft Foods Inc. and represents that he has tendered
payment for such Warrant Securities [in cash or by certified check or official
bank check or by bank wire transfer, in each case,] [by bank wire transfer] in
immediately available funds to the order of Kraft Foods Inc., c/o [insert name
and address of Warrant Agent] in the amount of [SPECIFY CURRENCY OR CURRENCY
UNIT] __________ in accordance with the terms hereof. The undersigned requests
that said principal amount of Warrant Securities be in fully registered form in
the authorized denominations, registered in such names and delivered all as
specified in accordance with the instructions set forth below.

         If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.


                                      A-4
<PAGE>   21

Dated:                                        Name ____________________________
                                                       (Please Print)


                                              Address _________________________
____________________________________
(Insert Social Security or other
Identifying Number of Holder)                 _________________________________


                                              Signature _______________________
                                              (Signature must conform in all
                                              respects to name of holder as
                                              specified on the face of this
                                              Warrant Certificate and must bear
                                              a signature guarantee by a bank,
                                              trust company or member broker of
                                              the New York, the American,
                                              Midwest or Pacific Stock
                                              Exchange.)

         The Warrants evidenced hereby may be exercised at the following
addresses:

                  By hand at ____________________________________________


                  By mail at ____________________________________________


         [Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants--complete as
appropriate.]

Signature Guaranteed:


__________________________________


                                      A-5
<PAGE>   22

                                   Assignment
              (Form of Assignment To Be Executed if Holder Desires
                     To Transfer Warrants Evidenced Hereby)

   FOR VALUE RECEIVED
         hereby sells, assigns and transfers unto

_______________________________________________________________________________
               (Please print name and address including zip code)


                                              (Please insert social security
                                              or other identifying number)


_______________________________________________________________________________
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint            Attorney, to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution in
the premises.



Dated:                              Signature _________________________________
                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    this Warrant Certificate and must bear a
                                    signature guarantee by a bank, trust company
                                    or member broker of the New York, the
                                    American, Midwest or Pacific Stock
                                    Exchange.)

Signature Guaranteed:

________________________________


                                      A-6