Executive Stock Purchase Plan

KELLOGG COMPANY EXECUTIVE STOCK PURCHASE PLAN


1. Purpose. Kellogg Company (the "Company") has established this Kellogg Company Executive Stock Purchase Plan (the "Plan") to encourage and enable certain eligible employees of the Company and its Subsidiaries to acquire the Company's Common Stock, and to align more closely the interests of those individuals and the Company's share owners.


2. Definitions. Unless the context clearly indicates otherwise, for purposes of the Plan, the following terms shall have the following meanings:


(a) "Award Date" means the date on which a Participant would
have first received payment of his or her Bonus but for his or her
election to purchase shares of Common Stock in accordance with the
provisions of Section 4.


(b) "Board" means the Board of Directors of Kellogg Company,
as constituted from time to time.


(c) "Bonus" means with respect to a Participant, the after-tax
portion of any incentive compensation payable to the Participant under
the Company's annual bonus plan for the applicable Plan Year.


(d) "Code" means the Internal Revenue Code of 1986, as
amended.


(e) "Committee" means the Compensation Committee of the Board.


(f) "Common Stock" means the Common Stock, par value $0.25 per
share, of the Company or any security of the Company issued by the
Company in substitution or exchange therefor.


(g) "Company" means Kellogg Company, a Delaware corporation,
or any successor corporation to Kellogg Company.


(h) "Effective Date" means February 22, 2002.


(i) "Eligible Employee" means each employee of the Company or
a Subsidiary designated from time to time by the Committee or the Chief
Executive Officer as an Eligible Employee; provided, however, that the
class of Eligible Employees shall be limited to individuals who are
members of a select group of management or highly compensated
employees.


(j) "Exchange Act" means the Securities Exchange Act of 1934,
as in effect and as amended from time to time, or any successor statute
thereto, together with any rules, regulations and interpretations
promulgated thereunder or with respect thereto.


(k) "Fair Market Value" means, with respect to any date, the
closing price per share on the New York Stock Exchange Composite
Transactions Tape on such date, provided that if there shall be no
sales of shares reported on such date, the Fair Market Value of a share
on such date shall be deemed to be equal to the closing price per share
on such Composite Tape for the last preceding date on which sales of
shares were reported.


(l) "Participant" means an Eligible Employee who is
participating in the Plan pursuant to Section 4.


(m) "Plan" means the Kellogg Company Executive Stock Purchase
Plan, as set forth herein, as in effect, and as amended from time to
time (together with any rules and regulations promulgated by the Plan
Administrator with respect thereto).


(n) "Plan Administrator" means such other person or persons,
including a committee, as the Committee may appoint to administer the
Plan.


(o) "Plan Year" means the calendar year.


(p) "Purchase Date" means, except as provided in Section 17,
the 31st trading day following the Award Date.


(q) "Purchase Price" means, with respect to each Purchase
Period, the average Fair Market Value of a share of Common Stock
measured over the 30-trading day period commencing on the Award Date.


(r) "Subsidiary" means any corporation, domestic or foreign,
other than the Company, in an unbroken chain of corporations beginning
with the Company if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the
other corporations in such chain. Notwithstanding the foregoing, the
term "Subsidiary" shall include a limited liability company that is
disregarded as an entity separate from a Subsidiary.


3. Stock Subject to the Plan. Subject to Section 13, the aggregate number of shares of Common Stock that may be sold under the Plan is 500,000. Shares of Common Stock to be issued under the Plan shall be issued shares that have been reacquired by the Company (in the open-market or in private transactions) and that are being held as treasury shares.


4. Participation in the Plan. Each Eligible Employee may participate in the Plan effective as of any Award Date, by completing and delivering a payroll deduction authorization to the Plan Administrator at least 7 days in advance of the applicable Award Date in the manner specified by the Plan Administrator. A Participant's payroll deduction authorization shall only be effective for the Bonus to be received for the applicable Plan Year.


5. Payroll Deductions. An Eligible Employee may participate in the Plan only through pa ...