Senior Vice President, President Asia/Pacific Letter Agreement - Jeffrey M. Boromisa

December 29, 2006Jeff Boromisa
Kellogg Company
One Kellogg Square
Battle Creek, MI 49016Dear Jeff: We are excited about your decision to lead the Company' s efforts in Asia/Pacific as the Company' s Senior Vice President, President Asia/Pacific. The purpose of this letter is to set forth terms of a restricted stock grant and other benefits that reflect our appreciation for your contributions to the business and our desire that you remain with Kellogg Company (" Kellogg," and together with its affiliates and subsidiaries, the " Company" ). The letter also includes certain commitments the Company requires from someone in your position. 1. Restricted Stock Grant . You will also receive a restricted stock grant (the " Grant" ) for 13,000 shares of common stock of Kellogg, which will vest after three years. The terms of (and your rights to) the Grant shall in all circumstances be subject to and governed by the terms of the attached documents and the Kellogg Company 2003 Long Term Incentive Plan. 2. Compensation . Your compensation will continue to be based on the benchmarks for your previous position. 3. Retirement . a. In the event you are terminated by the Company without " Cause," prior to May 18, 2011, you would be eligible to begin a leave of absence beginning on the date of termination and ending May 18, 2011 (the " Leave of Absence" ). During the Leave of Absence, you would accrue vesting and eligibility service under the Kellogg Company Pension Plan; provided that the additional pension benefit attributable to this provision shall be payable from the Kellogg Company Excess Benefit Plan. At the end of the Leave of Absence, you would be eligible to retire from the Company under the current Kellogg Company Pension Plan, and if you elect to retire, you shall otherwise be eligible to receive retirement benefits which are provided at the time of your retirement to salaried retirees of Kellogg in accordance with the terms of the benefit plans.


b. The Company may terminate your employment under this Agreement for " Cause." For purposes of this Agreement, termination for " Cause" means termination by the Company because of (i) your willful engaging in illegal conduct or gross misconduct pursuant to which the Company has suffered a loss, or (ii) your willful and continued failure to perform substantially your duties hereunder in any material respect; provided, however, that in the case of clause (ii), the Company must provide written notice of such breach or failure within thirty (30) days of its discovery thereof, and you shall have thirty (30) days from such written notice to cure such breach or failure. c. Notwithstanding any other provision in this Agreement, if (i) your employment is terminated prior to May 18, 2011 and (ii) at the time of such termination, you qualify for benefits under the Company ...