EXHIBIT 4.1

KELLOGG COMPANY
AMENDED RESTATED
CERTIFICATE OF
INCORPORATION
(WITH ALL AMENDMENTS THROUGH APRIL 28, 2000)

FIRST

The name of this corporation is KELLOGG COMPANY.

SECOND

Its registered office, in the State of Delaware, is located at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware.

THIRD

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be now or hereafter organized under the General Corporation Law of Delaware.

FOURTH

The total number of shares of capital stock which this Corporation shall have authority to issue is 1,000,000,000 shares of common stock of the par value of $0.25 per share. A statement of the designations, dividend rights, voting powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the shares of stock which the corporation shall be authorized to issue, is as follows:

COMMON STOCK

1. DIVIDENDS.

Dividends may be paid upon the common stock as and when declared by the Board of Directors out of funds legally available for the payment of dividends.

2. VOTING POWERS.

The holders of the common stock shall have the exclusive right to vote for the election of Directors and for all other purposes, each holder of common stock being entitled to one vote for each share thereof held.

3. PREEMPTIVE RIGHTS.

No holder of stock of the Corporation shall have any preemptive right to subscribe for, purchase, or otherwise acquire shares of stock of the Corporation of any class, whether now or hereafter authorized, nor shall any holder of stock of the Corporation have any preemptive right to subscribe for, purchase, or otherwise acquire bonds, notes or other securities, whether or not convertible, into shares of stock of the Corporation of any class; and the Board of Directors may, from time-to-time, and at any time, cause shares of stock of the Corporation of any class to be issued, sold or otherwise disposed of at such price or prices and upon such terms as the Board of Directors may determine.

4. LIQUIDATION RIGHTS.

Upon dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the net assets of the Corporation shall be distributed ratably to the holders of the common stock.

5. LIABILITY TO FURTHER CALL OR ASSESSMENT.

The stock heretofore issued shall be fully paid and nonassessable.

6. FRACTIONAL SHARES.

No fractional shares of any class of stock shall be issued.

FIFTH

The number of shares with which this Corporation will commence business is ten (10) shares of common stock, which shares are without nominal or par value.

SIXTH

This Corporation is to have perpetual existence.

SEVENTH

The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

EIGHTH

The Corporation may, in its Bylaws, confer powers upon its Directors in addition to the powers and authorities expressly conferred upon them by statute.

NINTH

This Restated Certificate of Incorporation, as amended, shall be subject to alteration, amendment or repeal, and new provisions thereof may be adopted by the affirmative vote of the holders of not less than a majority of the outstanding shares of capital stock entitled to vote generally in the election of Directors (such outstanding shares hereinafter referred to collectively as the "Voting Stock"), voting together as a single class, at any regular or special meeting of the stockholders (but only if notice of the proposed change be contained in the notice to the stockholders of the proposed meeting). Notwithstanding the foregoing and in addition to any other requirements of applicable law, the alteration, amendment or repeal of, or the adoption of any provision inconsistent with, this Article NINTH or Article TENTH, ELEVENTH or TWELFTH of this Restated Certificate of Incorporation, as amended, shall require the affirmative vote of the holders of not less than two-thirds of the voting power of all shares of the Voting Stock, voting together as a single class, at any regular or special meeting of the stockholders.

The Bylaws of this Corporation shall be subject to alteration, amendment or repeal, and new bylaws may be adopted (i) by the affirmative vote of the holders of not less than a majority of the voting power of all shares of the Voting Stock, voting together as a single class, at any regular or special meeting of the stockholders (but only if notice of the proposed change be contained in the notice to the stockholders of the proposed meeting), or (ii) by the affirmative vote of not less than a majority of the members of the Board of Directors at any meeting of the Board of Directors at which there is a quorum present and voting; provided, that any alteration, amendment or repeal, or the adoption of any provision inconsistent with Article II, Section 2 or Section 6, or Article III, Section 1, Section 2 or

Section 5, or Article XIV, Section 1 of the Bylaws, shall require, in the case of clause (i), the affirmative vote of the holders of not less than two-thirds of the voting power of all shares of the Voting Stock, voting together as a single class, at any regular or special meeting of the stockholders, or, in the case of clause (ii), the affirmative vote of such number of Directors constituting not less than two-thirds of the total number of directorships fixed by a resolution adopted by the Board of Directors pursuant to Article TENTH of this Restated Certificate of Incorporation, as amended, whether or not such directorships are filled at the time (such total number of directorships hereinafter referred to as the "Full Board").

TENTH

The number of Directors of this Corporation shall be not less than seven (7) nor more than fifteen (15). The exact number of Directors within such limitations shall be fixed from time-to-time by a resolution adopted by not less than two-thirds of the Full Board (as defined in Article NINTH). The Directors shall be divided into three classes, as nearly equal in number as possible, with a term of office of three years, one class to expire each year. At each Annual Meeting of Stockholders, the class of Directors whose terms of office shall expire at such time shall be elected to hold office for terms expiring at the third succeeding Annual Meeting of Stockholders following their election. Each Director shall hold office until his successor shall be elected and shall qualify.

Subject to the rights of the holders of any particular class or series of equity securities of this Corporation, (i) newly created directorships resulting from any increase in the total number of authorized Directors may be filled by the affirmative vote of not less than two-thirds of the Directors then in office, although less than a quorum, or by a sole remaining Director, at any regular or special meeting of the Board of Directors, or by the stockholders, in accordance with the Bylaws, and (ii) any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by the affirmative vote of not less than two-thirds of the Directors then in office, although less than a quorum, or by a sole remaining Director, at any regular or special meeting of the Board of Directors. Any Director so chosen shall hold office for a term expiring at the Annual Meeting of Stockholders at which the term of office of the class of Directors to which he or she has been elected expires. No decrease in the total number of authorized Directors constituting the Board of Directors shall shorten the term of office of any incumbent Director.

Subject to the rights of the holders of any particular class or series of equity securities of this Corporation, any Director may be removed only for cause and only by the affirmative vote of the holders of not less than two-thirds of the voting power of all shares of Voting Stock, voting together as a single class, at any regular or special meeting of the stockholders, subject to any requirement for a larger vote contained in any applicable law, this Corporation's Restated Certificate of Incorporation, as amended, or the Bylaws.

ELEVENTH

Any action required or permitted to be taken by the stockholders of this Corporation may be effected solely at an Annual or Special Meeting of Stockholders duly called and held in accordance with law and this Corporation's Restated Certificate of Incorporation, as amended, and may not be effected by any consent in writing by such stockholders or any of them.

TWELFTH

Except as otherwise expressly provided in the immediately following paragraph:

(a) any merger or consolidation of this Corporation with or into any other corporation other than a Subsidiary (as hereinafter defined); or

(b) any sale, lease, exchange or other disposition by this Corporation or any Subsidiary of assets constituting all or substantially all of the assets of this Corporation and its Subsidiaries taken as a whole, to or with, any other person or entity in a single transaction or series of related transactions; or

(c) any liquidation or dissolution of this Corporation;

shall require, in addition to any vote required by law or otherwise, the affirmative approval of holders of not less than two-thirds of the voting power of the Voting Stock.

The provisions of this Article TWELFTH shall not apply to any transaction described in the immediately preceding paragraph if such transaction is approved by a majority of the Continuing Directors (as hereinafter defined).

For purposes of this Article TWELFTH, (a) the term "Subsidiary" means any corporation of which a majority of each class of equity security is beneficially owned, directly or indirectly, by this Corporation; (b) the term "Affiliate", as used to indicate a relationship to a specified person, shall mean a person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person, except that, notwithstanding the foregoing, a Director of this Corporation shall not be deemed to be an Affiliate of a specified person if such Director, in the absence of being a stockholder, Director or officer of this Corporation, or a Director or officer of any Subsidiary, would not be an Affiliate of such specified person; (c) the term "Associate", as used to indicate a relationship with a specified person, shall mean (i) any corporation, partnership or other organization of which such specified person is an officer or partner, or beneficially owns, directly or indirectly, ten percent or more of any class of equity securities; (ii) any trust or other estate in which such specified person has a

substantial beneficial interest, or as to which such specified person serves as trustee or in a similar fiduciary duty; (iii) any relative or spouse of such specified person, or any relative of such spouse who has the same home as such specified person; and (iv) any person who is a Director or officer of such specified person or any of its Affiliates, except that notwithstanding clauses
(i), (ii), (iii) and (iv) above, a Director of this Corporation shall not be deemed to be an Associate of a specified person if such Director, in the absence of being a stockholder, Director or officer of this Corporation, or a Director or officer of any Subsidiary, would not be an Associate of such specified person; (d) the term "Transacting Entity" shall mean (i) a corporation with which this Corporation merges or consolidates in a transaction described in clause (a) of the first paragraph of this Article TWELFTH; (ii) a person or entity to which this Corporation sells, leases, exchanges or otherwise disposes of assets in a transaction described in clause (b) of the first paragraph of this Article TWELFTH; or (iii) a person, other than the Chief Executive Officer of this Corporation, or entity, who shall propose a liquidation or dissolution described in clause (c) of the first paragraph of this Article TWELFTH; and (e) the term "Continuing Director" shall mean a Director who is neither an Affiliate nor an Associate of the Transacting Entity, provided that if there be no Transacting Entity, each Director is a Continuing Director.

THIRTEENTH

SECTION 1.

No person who is or was at any time a Director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that unless and except to the extent otherwise permitted from time-to-time by applicable law, the provisions of this Article shall not eliminate or limit the liability of a Director (i) for any breach of the Director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware, (iv) for any transaction from which the Director derived an improper personal benefit, or (v) for any act or omission occurring prior to the date this Article becomes effective.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

SECTION 2.

(a). Right to Indemnification.

Each person who was or is made a party, or is threatened to be made a party to, or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she is or was a

Director or officer of the Corporation, where the basis of such Proceeding is an alleged action or omission in an official capacity as such, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to amendment) against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a Director or officer, and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however. that except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a Proceeding (or part thereof) initiated by such indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such Proceeding in advance of its final disposition (hereinafter an "Advancement of Expenses"); provided, however, that if the Delaware General Corporation Law requires, an Advancement of Expenses incurred by an indemnitee in his or her capacity as a Director or officer shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision, from which there is no further right to appeal, that such indemnitee is not entitled to be indemnified for such expenses under this section or otherwise (hereinafter an "Undertaking").

(b). Right of Indemnitee to Bring Suit.

If a claim under paragraph (a) of this section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty days, the indemnitee may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim. If successful, in whole or in part, in any suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i), any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an Advancement of Expenses), it shall be a defense that, and (ii) any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an

actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct, or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such Advancement of Expenses under this section or otherwise, shall be on the Corporation.

(c). Non-Exclusivity of Rights.

The rights to indemnification and to the Advancement of Expenses conferred in this section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, bylaw agreement, vote of stockholders or disinterested Directors, or otherwise.

(d). Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

(e). Other Indemnification.

The Corporation may, to the extent authorized from time-to-time by the Board of Directors, grant rights to indemnification and to the Advancement of Expenses to any Director, officer, employee or agent of the Corporation, whether or not acting in his or her capacity as such, or at the request of the Corporation, to the fullest extent of the provisions of this section with respect to the indemnification and Advancement of Expenses of Directors and officers of the Corporation.

EXHIBIT 4.2

KELLOGG COMPANY
BYLAWS
(AS AMENDED UP TO AND INCLUDING JANUARY 4, 1999)

ARTICLE I
OFFICES

SECTION 1. OFFICES. The principal office shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is The Corporation Trust Company.

The Corporation may also have an office in the City of Battle Creek, State of Michigan, and also offices at such other places as the Board of Directors may, from time-to-time, appoint, or the business of this Corporation may require.

ARTICLE II
STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS. The Annual Meeting of Stockholders of this Corporation may be held either within or without the State of Delaware at a time and place to be designated by the Board of Directors. Notice of such Annual Meeting shall be given by the Secretary, by mailing a written or printed notice stating the place, day and hour of the meeting to each stockholder of record entitled to vote at such meeting, at least ten (10) days prior to the date of such meeting, at such stockholder's last known post office address as the same appears upon the books of this Corporation. The Chairman of the Board, or in such officer's absence or incapacity, a Vice Chairman, or in such officer's absence or incapacity, the President and Secretary of this Corporation, shall act as president and secretary, respectively, of each stockholders' meeting unless it shall be otherwise determined at the meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be held either within or without the State of Delaware and may be called (i) by such number of Directors constituting not less than two-thirds of the total number of directorships fixed by a resolution adopted by the Board of Directors pursuant to Article III, Section 1 of these Bylaws, whether or not such directorships are filled at the time (such total number of directorships hereinafter referred to as the "Full Board"), or by the Chairman of the Board, or in such officer's absence or incapacity, by a Vice Chairman, or in such officer's absence or incapacity, by the President, by mailing a written or printed

notice at least ten (10) days prior to the date of such meeting to each stockholder of record entitled to vote at such meeting (at such stockholder's last known post office address as the same appears on the books of this Corporation), or (ii) by any stockholder or stockholders holding not less than one-third of the voting power of all of the outstanding shares of capital stock of this Corporation entitled to vote at such meeting, voting together as a single class, by mailing a written or printed notice at least thirty (30) days prior to the date of such meeting to each stockholder of record entitled to vote at such meeting. The notice required by clause (i) or (ii) of the immediately preceding sentence shall state the place, date and hour of such meeting and any and all purposes for which the meeting is called.

SECTION 3. VOTES. Each stockholder shall be entitled to one
(1) vote for each share of capital stock held on all matters to be voted upon. Each stockholder entitled to vote shall be entitled to vote in person or by proxy, but no proxy shall be voted on after three (3) years from its date unless said proxy provides for a longer period. Except where the transfer books of this Corporation shall have been closed, or a date shall have been fixed as a record date for the determination of stockholders entitled to vote, no share of stock shall be voted on at any election for Directors which shall have been transferred on the books of this Corporation within twenty (20) days next preceding such election of Directors.

SECTION 4. QUORUM. At any meeting at which the holders of capital stock shall be entitled to vote for the election of Directors or for other purposes, the holders of a majority of the outstanding shares of capital stock entitled to vote at such meeting, and present in person or by proxy, shall constitute a quorum for the purpose of electing Directors or for such other purposes.

In the absence of a quorum of holders of capital stock at any meeting of stockholders at which they are entitled to vote, the holders of capital stock present at such meeting may adjourn the meeting to a future day for such vote as the holders of capital stock are entitled and wish to take without any notice other than an announcement at the meeting. At any such adjourned meeting at which a quorum shall be present, any business may be transacted by stockholders which they might have transacted at the meeting as originally notified.

SECTION 5. STOCKHOLDERS LISTS. A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the Secretary and filed in the office where the election is to be held at least ten (10) days before every election, and shall, at all times, during the usual hours for business, and during the whole time of said election, and at the place thereof, be open to the examination of any stockholder entitled to vote thereat.

SECTION 6. CONSENTS TO CORPORATE ACTION. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting shall be fixed by the Board of Directors. Any stockholder seeking to have the

stockholders authorize or take corporate action by written consent without a meeting shall, by written notice, request the Board of Directors to fix a record date. The Board of Directors shall, upon receipt of such a request, fix a record date, which shall be not later than the 15th day following receipt of the request, or such later date as may be specified by such stockholder. If the record date falls on a Saturday, Sunday or legal holiday, the record date shall be the day next following which is not a Saturday, Sunday or legal holiday.

Subject to the immediately following paragraph, the date for determining if an action has been consented to by the holder or holders of shares of outstanding stock of this Corporation having the requisite voting power to authorize or take the action specified therein (the "Consent Date") shall be the 31st day after the date on which materials soliciting consents are mailed to stockholders of this Corporation or, if no such materials are required to be mailed under applicable law, the 31st day following the record date fixed by the Board pursuant to the immediately preceding paragraph. If the Consent Date falls on a Saturday, Sunday or legal holiday, the Consent Date shall be the day next following which is not a Saturday, Sunday or legal holiday.

In the event of the delivery to this Corporation of a written consent or consents purporting to authorize or take corporate action and/or related revocations (each such written consent and related revocation hereinafter referred to in this Section 6 as a "Consent"), the Secretary of this Corporation shall provide for the safekeeping of such Consent and shall conduct such reasonable investigation as the Secretary deems necessary or appropriate for the purpose of ascertaining the validity of such Consent and all matters incident thereto, including, without limitation, whether the holders of shares having the requisite voting power to authorize or take the action specified in the Consent have given consent; provided, that if the corporate action to which the Consent relates is the removal or replacement of one or more members of the Board of Directors, the Secretary of this Corporation shall designate two persons, who shall not be members of the Board, to serve as inspectors with respect to such Consent, and such inspectors shall discharge the functions of the Secretary of this Corporation under this paragraph. If, after such investigation, the Secretary, or such inspectors, as the case may be, shall determine that the Consent is valid, that fact shall be certified on the records of this Corporation kept for the purpose of recording the proceedings of meetings of the stockholders, and the Consent shall be filed with such records, at which time the Consent shall become effective as stockholder action; provided, that neither the Secretary, nor such inspectors, as the case may be, shall make such certification or filing, and the Consent shall not become effective as stockholder action, until the final termination, without the availability of any further appeal, of any proceedings which may have been commenced in the Court of Chancery of the State of Delaware, or any other court of competent jurisdiction, for an adjudication of any legal issues incident to determining the validity of the Consent, unless and until such Court has determined that such proceedings are not being pursued expeditiously and in good faith. In conducting the investigation required by this paragraph, the Secretary, or such inspectors, as the case may be, may, at the expense of this Corporation, retain special legal counsel and any other necessary or appropriate

professional advisors and such other personnel, as they may deem necessary or appropriate, to assist them.

To the extent that this Section 6 is inconsistent with this Corporation's Restated Certificate of Incorporation, as amended, the provisions of this Corporation's Restated Certificate of Incorporation, as amended, will prevail.

ARTICLE III
DIRECTORS

SECTION 1. MEMBERSHIP. The number of Directors of this Corporation shall be not less than seven (7) nor more than fifteen (15), the exact number of Directors to be fixed from time-to-time by a Resolution adopted by not less than two-thirds of the full Board (as defined in Article NINTH of the Restated Certificate of Incorporation). Directors shall be divided into three classes, as nearly equal in number as possible, with a term of office of three years, one class to expire each year. At each Annual Meeting of Stockholders, the class of Directors whose terms of office shall expire at such time shall be elected by a plurality vote by ballot to hold office for terms expiring at the third Annual Meeting of Stockholders following their election and until a successor shall be elected and shall qualify.

Nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of Directors at the particular meeting at which the nomination is to occur. However, any stockholder entitled to vote at such meeting may nominate one or more persons for election as Directors only in person or by proxy at such meeting and only if written notice of such stockholder's intent to make such nomination or nominations has been delivered personally to, or otherwise received by, the Secretary of this Corporation at least thirty (30) days, but no more than ninety (90) days prior to the anniversary date of the record date for determination of stockholders entitled to vote in the immediately preceding Annual Meeting of Stockholders. Each such notice shall contain a representation that: (i) the stockholder is, and will be, on the record date, a beneficial owner or a holder of record of stock of this Corporation entitled to vote at such meeting; (ii) the stockholder has, and will have, on the record date, full voting power with respect to such shares; and (iii) the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice. Additionally, each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated;
(b) a description of all arrangements or understandings between the stockholder and each proposed nominee, and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (c) the number and kinds of securities of this Corporation held beneficially or of record by each proposed nominee; (d) such other information regarding each proposed nominee as would be required to be included in a

proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission for the initial election of such proposed nominee for Director; and
(e) the consent of each proposed nominee to serve as a Director if so elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any person if any of the information supplied is false or misleading or if any of the foregoing requirements are not satisfied.

SECTION 2. VACANCIES. Subject to the rights of the holders of any particular class or series of equity securities of this Corporation, (i) newly created directorships resulting from any increase in the total number of authorized Directors may be filled by the affirmative vote of not less than two-thirds of the Directors then in office, although less than a quorum, or by a sole remaining Director, at any regular or special meeting of the Board of Directors, or by a plurality vote of the stockholders at any regular Annual Meeting or Special Meeting of Stockholders, and (ii) any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled only by the affirmative vote of not less than two-thirds of the Directors then in office, although less than a quorum, or by a sole remaining Director, at any regular or special meeting of the Board of Directors.

SECTION 3. PLACE OF MEETINGS. The Directors may hold their meetings and have one or more offices and keep the books of this Corporation outside of Delaware at the office of this Corporation, in the City of Battle Creek, Michigan, or at such other place or places as they may, from time-to-time, determine.

SECTION 4. REGULAR MEETINGS. In months other than the month in which the Annual Meeting of Stockholders shall be held, regular meetings of the Board of Directors shall be held without other notice than this bylaw, on the fourth Friday of each month, if not a legal holiday, and if a legal holiday, then on the preceding business day, at such time and place as the Board of Directors may designate, or, if no such designation shall have been made, at the executive offices of this Corporation, in the City of Battle Creek, Michigan, at the hour of 1:30 p.m., local time. A regular meeting of the Board of Directors shall also be held without other notice than this bylaw, immediately after, and at the same place as the Annual Meeting of Stockholders. The Board of Directors may provide, by resolution, the time and place for the holding of different or additional regular meetings or the cancellation of a regular meeting(s) without other notice than such resolution.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors, to be held within or without the State of Delaware, may be called by the Chairman of the Board, or in such officer's absence or incapacity, by a Vice Chairman, or in such officer's absence or incapacity, by the President, or in such officer's absence or incapacity, by an Executive Vice President, or in such officer's absence or incapacity, by not less than six (6) Directors (provided, that if this Corporation's Restated Certificate of Incorporation, as amended, provides for the division of the Board of Directors into three classes, no more than two of such members of the Board of Directors shall be from the same class), by giving one day's notice thereof in the case of special meetings called by

the Chairman of the Board, a Vice Chairman, the President or an Executive Vice President, as the case may be, or ten day's notice thereof in the case of all other special meetings, which notice shall, in the case of any special meeting, set forth the time and place of the meeting and be made orally, or in writing, or by telegraph or by telephone, and shall, in the case of special meetings not called by the Chairman of the Board, a Vice Chairman, the President or an Executive Vice President, also set forth in reasonable detail any and all purposes for which the special meeting is called.

SECTION 6. VOTES. Any member of the Board may require the ayes and noes to be taken on any questions and recorded on the Minutes.

SECTION 7. QUORUM. Except as herein otherwise specifically provided, a majority of the number of Directors constituting the Full Board (as defined in Article II, Section 2) shall constitute a quorum for the transaction of business.

SECTION 8. COMPENSATION OF DIRECTORS. Compensation of Directors shall be as determined by the Board. Nothing contained herein shall be construed to preclude any Director from serving this Corporation in any other capacity and receiving compensation therefor.

SECTION 9. NOTICES. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the call or notice, or waiver of notice of such meeting, unless specifically required by law, this Corporation's Restated Certificate of Incorporation, as amended, or these Bylaws.

ARTICLE IV
COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE. There may be an Executive Committee of two or more Directors, including the Chairman of the Board, designated by resolution of the Board of Directors. Said Committee may meet at stated times or on notice to all by any of their own number. During the intervals between meetings of the Board, the members of such Committee, who shall be requested to do so, shall advise and aid the officers in all matters concerning its interests and the management of its business, and generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time-to-time. The Board may delegate to such Committee authority to exercise all powers of the Board, except those powers specifically excluded from committees by Section 141(c) of the Delaware General Corporation Law and except the power to authorize the issuance of stock of this Corporation while the Board is not in session. Vacancies in the membership of the Committee shall be filled by the Board of Directors at a regular meeting or at a special meeting called for that purpose.

The Executive Committee may, in its discretion, keep regular minutes of its proceedings and shall report the same to the Board when required.

In the absence or disqualification of a member of the Executive Committee, the member or members of the Executive Committee present at a meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors of the Company to act at the meeting in place of each such absent or disqualified member.

SECTION 2. AUDIT COMMITTEE. There may be an Audit Committee of two or more Directors designated by resolution of the Board of Directors. Said Committee may meet at stated times or on notice to all by any of its own number. The Committee and its membership shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time-to-time. Vacancies in the membership of the Committee shall be filled by the Board of Directors at a regular meeting or at a special meeting called for that purpose. The Committee may, in its discretion, keep regular minutes of its proceedings and shall report the same to the Board when required.

SECTION 3. COMPENSATION COMMITTEE. There may be a Compensation Committee of two or more Directors designated by resolution of the Board of Directors. Said Committee may meet at stated times or on notice to all by any of its own number. The Committee and its membership shall generally perform such duties and exercise such power as may be directed or delegated by the Board of Directors from time-to-time. Vacancies in the membership of the Committee shall be filled by the Board of Directors at a regular meeting or at a special meeting called for that purpose. The Committee may, in its discretion, keep regular minutes of its proceedings and shall report the same to the Board when required.

SECTION 4. FINANCE COMMITTEE. There may be a Finance Committee of two or more Directors designated by resolution of the Board of Directors. Said Committee may meet at stated times or on notice to all by any of its own number. The Committee and its membership shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time-to-time. Vacancies in the membership of the Committee shall be filled by the Board of Directors at a regular meeting or at a special meeting called for that purpose. The Committee may, in its discretion, keep regular minutes of its proceedings and shall report the same to the Board when required.

SECTION 5. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE.
There may be a Nominating and Corporate Governance Committee of two or more Directors designated by resolution of the Board of Directors. Said Committee may meet at stated times or on notice to all by any of its own number. The Committee and its membership shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time-to-time. Vacancies in the membership of the Committee shall be filled by the Board of Directors at a regular meeting

or at a special meeting called for that purpose. The Committee may, in its discretion, keep regular minutes of its proceedings and shall report the same to the Board when required.

SECTION 6. SOCIAL RESPONSIBILITY COMMITTEE. There may be a Social Responsibility Committee of two or more Directors designated by resolution of the Board of Directors. Said Committee may meet at stated times or on notice to all by any of its own number. The Committee and its membership shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time-to-time. Vacancies in the membership of the Committee shall be filled by the Board of Directors at a regular meeting or at a special meeting called for that purpose. The Committee may, in its discretion, keep regular minutes of its proceedings and shall report the same to the Board when required.

SECTION 7. OTHER COMMITTEES. The Board of Directors, by resolution, may dissolve existing committees and may designate additional committees, each of which shall consist of not less than two Directors. Each such additional committee may meet at stated times or on notice to all by any of its own number. Each such additional committee and its membership shall generally perform such duties and exercise such powers as may be directed or delegated by the Board of Directors from time-to-time. Vacancies in the membership of any such additional committee shall be filled by the Board of Directors at a regular meeting or at a special meeting called for that purpose. Any such additional committee may, in its discretion, keep regular minutes of its proceedings and shall report the same to the Board of Directors when required.

ARTICLE V
OFFICERS

SECTION 1. OFFICERS. The officers of this Corporation shall be elected by the Board of Directors and shall consist of the Chairman of the Board, the Chief Executive Officer, the President, one or more Vice President, a Secretary, a Controller, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other offices (including but not limited to one or more Vice Chairmen of this Corporation) as shall, from time to time, be provided by the Board of Directors who shall perform the usual duties pertaining to their respective offices, except as otherwise specifically provided herein or by resolution of the Board of Directors. Unless the Board of Directors shall otherwise determine, the Chairman of the Board shall be the Chief Executive Officer of this Corporation. One person may hold more than one office except that no person shall be both the President and a Vice President. The Board of Directors may also elect one or more Vice Chairmen of the Board.

SECTION 2. QUALIFICATIONS. No person shall be eligible for the Office of Chairman of the Board who is not a Director. Persons who are not Directors or who are not stockholders shall be eligible for all other offices of this Corporation.

SECTION 3. TERM OF OFFICE. The officers shall be elected at the regular meeting of the Board of Directors on the day of the Annual Meeting of Stockholders and shall hold office for one year and until their respective successors have been duly elected and qualified; provided, however, that all officers of this Corporation shall be subject to removal at any time by an affirmative vote of Directors constituting not less than a majority of the Full Board (as defined in Article II, Section 2).

SECTION 4. BONDS. The Directors may, by resolution, require any or all of the officers or employees to give bond to this Corporation with good and sufficient surety conditioned upon the faithful performance of their respective duties and offices.

SECTION 5. CHAIRMAN OF THE BOARD AND VICE CHAIRMEN. The Chairman of the Board, if one is elected, shall, in addition to his duties as a Director of this Corporation, preside as Chairman at all meetings of the stockholders, of the Board of Directors, and of the Executive Committee. A Vice Chairman (if one or more is elected, in the order designated by the Board of Directors or the Chief Executive Officer) shall, in the absence of the Chairman of the Board, perform the duties of the Chairman of the Board provided for in this Section.

SECTION 6. CHIEF EXECUTIVE OFFICER; PRESIDENT. The Chairman of the Board, if so designated by the Board of Directors, shall be the Chief Executive Officer of this Corporation and shall have general supervision of the affairs of this Corporation, being responsible to the Board of Directors. The President shall have general supervision of the operations of this Corporation subject to the supervision of the Chairman of the Board, except that, if the Chairman of the Board shall not also have been designated Chief Executive Officer, or in the absence or incapacity of the Chairman of the Board who has been so designated, the President shall be the Chief Executive Officer of this Corporation and have general supervision of the affairs of this Corporation, being responsible to the Board of Directors. The President shall, in the absence or incapacity of the Chairman and Vice Chairman of the Board, perform the functions of the Chairman of the Board set forth in Section 5 of this Article V.

SECTION 7. VICE PRESIDENTS. One or more of the Vice Presidents elected may be designated as Executive Vice Presidents. One or more of the Vice Presidents elected may be designated as Senior Vice Presidents. Each of the Vice Presidents, including the Executive Vice Presidents and the Senior Vice Presidents, shall perform such duties as may be prescribed by the Board of Directors or the Chief Executive Officer from time-to-time. In the absence or disability to act of the President, any of the Executive Vice Presidents designated by the Chief Executive Officer or the Board of Directors shall possess all the powers and may perform any of the duties of the Office of the President. In the absence or disability to act of the President and all of the Executive Vice Presidents, such of the Vice Presidents designated by the Chief Executive Officer or the Board of Directors, or in the absence or incapacity of those designated Vice Presidents, any other person(s) designated by the Chief Executive Officer shall possess all of the powers and may perform all of the duties of the President.

SECTION 8. SECRETARY. The Secretary, or in his or her absence, the Assistant Secretary, shall issue notices for meetings, shall keep their minutes, shall have charge of the corporate seal and corporate Minute Books, and shall make such reports and perform such other duties as are incident to his or her office or as are properly required of him or her by the Chief Executive Officer or the Board of Directors.

SECTION 9. TREASURER. The Treasurer shall have custody of all monies and securities of this Corporation. He or she shall sign or countersign such instruments as require his or her signature and shall perform all duties incident to his or her office or that are properly required of him or her by the Board of Directors or the Chief Executive Officer. He or she shall give bond for the faithful performance of his or her duties in such sum and with such sureties as may be required of him or her by the Board of Directors or the Chief Executive Officer.

SECTION 10. CONTROLLER. The Controller shall have custody of all the accounting records of this Corporation and shall keep regular books of account. He or she shall sign or countersign such instruments as require his or her signature and shall perform all duties incident to this office or that are properly required of him or her by the Board of Directors, the Chief Executive Officer or the President.

SECTION 11. DELEGATION. In case of the absence of any officer of this Corporation or for any other reason which may seem sufficient to the Board of Directors, the Board of Directors or the Chief Executive Officer may delegate the powers and duties of any such officer to any Director for the time being.

ARTICLE VI
EXECUTION OF CHECKS AND OTHER INSTRUMENTS

SECTION 1. The funds of this Corporation shall be deposited in such bank or banks of deposit as shall be designated or authorized by the Board of Directors and in the name of Kellogg Company or such other name as the Board of Directors may designate. All checks, drafts or orders drawn against funds on deposit in any such bank shall be signed by such person or persons as may be authorized by the Board of Directors by a proper resolution spread of record.

SECTION 2. All other instruments in writing involving the payment of money or of credit or liability of this Corporation, such as deeds, bonds, contracts, etc., shall be signed in the name of this Corporation by the Chairman of the Board, a Vice Chairman, the President, a Vice President or by such other person or persons as may be authorized by the Board and may be attested, and the corporate seal affixed thereto by either the Secretary or an Assistant Secretary. In the absence of the Secretary and Assistant Secretary, or their inability to act, the Treasurer or Assistant Treasurer may affix the seal.

The Board of Directors, the Executive Committee or the Chief Executive Officer may authorize the execution of contracts and other instruments by such other officers, agents and employees as may be selected by them from time-to-time and with such limitations and restrictions as the authorization may require.

ARTICLE VII
CERTIFICATES OF STOCK

SECTION 1. CERTIFICATES OF STOCK. Certificates of stock shall be signed by the Chairman of the Board, the President or a Vice President, and by the Secretary or an Assistant Secretary of this Corporation, both of whose signatures may be a facsimile, and shall be numbered and entered in books of this Corporation as they are issued. They shall, in all respects, conform to the requirements of the law of the State of Delaware, and shall be otherwise in such form as may be prescribed by the Board of Directors.

SECTION 2. LOST CERTIFICATES. If any person claims a certificate is lost or destroyed, a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed, upon compliance with any terms and conditions which this Corporation may prescribe.

ARTICLE VIII
TRANSFER OF SHARES

SECTION 1. TRANSFER OF SHARES. Shares of the capital stock of this Corporation shall be transferred on the books of this Corporation by the owner thereof in person or by his or her attorney upon the surrender and cancellation of certificates for a like number of shares. Upon presentation and surrender of a certificate properly endorsed and payment of all taxes thereon, the transferee shall be entitled to a new certificate or certificates in place thereof.

SECTION 2. REGISTRATION. One or more Transfer Agents and Registrars of the Company's stock may be appointed by resolution of the Board of Directors for the transfer and registration of any class or classes of stock of this Corporation, and upon such appointment, no certificate for any such class of stock shall be issued or be valid for any purpose until countersigned by one such Transfer Agent and registered and countersigned by one such Registrar; provided, however, that the countersignature of such Transfer Agent may be a facsimile if such certificate is countersigned manually by a Registrar who shall be other than this Corporation or its employee.

SECTION 3. CLOSING OF TRANSFER BOOKS. The Board of Directors shall have the power to close the stock transfer books of this Corporation for a period not exceeding sixty (60) days preceding the date of any meeting of stockholders, or the date of payment of any dividend or other distribution or allotment of any rights, or the effective date of any change, conversion or exchange of stock, or of any other lawful action; provided, however, that in lieu of closing the stock transfer books as aforesaid and in order that this Corporation may determine the stockholders entitled to notice or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before the date of such meeting, nor more than sixty (60) days prior to any other action, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, such meeting and any adjournment or adjournments thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of this Corporation after any such record date fixed as aforesaid. A determination of stockholders of record entitled to notice of, or to vote at, a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 4. REGISTERED STOCKHOLDERS. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

ARTICLE IX
CORPORATE SEAL

SECTION 1. CORPORATE SEAL. The corporate seal shall have inscribed thereon in the center the words "Corporate Seal" and the number "1922," and in a circle around the margin the words

"Kellogg Company" "Delaware".

ARTICLE X
DIVIDENDS

SECTION 1. DIVIDENDS. Dividends upon the stock of this Corporation shall be payable from funds lawfully available therefor at such times and in such amounts as the Board of Directors, or a Committee thereof expressly authorized by resolution of the Board of Directors may, from time-to-time, direct.

ARTICLE XI
FISCAL YEAR

SECTION 1. FISCAL YEAR. The fiscal year of this Corporation shall begin on the 1st day of January and end on the 31st day of December of each year.

ARTICLE XII
INSPECTION OF BOOKS

SECTION 1. INSPECTION OF BOOKS. The Directors shall determine, from time-to-time whether, and if allowed, when, and under what conditions and regulations, the accounts and books of this Corporation (except such as may, by statute, be specifically open to inspection), or any of them, shall be open to the inspection of the stockholders, and the stockholders' rights in this respect are and shall be restricted and limited accordingly.

ARTICLE XIII
ORDER OF BUSINESS

SECTION 1. ORDER OF BUSINESS. At all stockholders' and Directors' meetings, the order of business shall be as determined by the presiding officer of the meeting.

ARTICLE XIV
AMENDMENT

SECTION 1. AMENDMENT. Except to the extent otherwise provided in this Corporation's Restated Certificate of Incorporation, as amended, these Bylaws shall be subject to alteration, amendment or repeal, and new bylaws may be adopted (i) by the affirmative vote of the holders of not less than a majority of the voting power of all of the outstanding shares of capital stock of this Corporation then entitled to vote generally in the election of Directors, voting together as a single class, at any regular or special meeting of the stockholders (but only if notice of the proposed change be contained in the notice to the stockholders of the proposed action), or (ii) by the affirmative vote of not less than a majority of the members of the Board of Directors at any meeting of the Board of Directors at which there is a quorum present and voting; provided, that in the case of clause (ii), any alteration, amendment or repeal made with respect to, or the adoption of, a new bylaw inconsistent with Article II, Section 2 or Section 6, or Article III, Section 1,
Section 2, or Section 5, or this Article XIV, Section 1 of these Bylaws, shall require the affirmative vote of Directors constituting not less than two-thirds of the Full Board (as defined in Article II, Section 2).

ARTICLE XV
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS; INSURANCE

SECTION 1. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of this Corporation), by reason of the fact that he is or was a Director or officer of this Corporation, is or was serving at the request of this Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of this Corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of this Corporation, and, with respect to any criminal action or proceeding, has reasonable cause to believe that his conduct was unlawful.

SECTION 2. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened pending or completed action or suit by, or in the right of, this Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director or officer of this Corporation, or, while a Director or officer of this Corporation, is or was serving at the request of this Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of this Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to this Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3. The Board of Directors of this Corporation shall have the power, in its discretion, to cause this Corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding referred to in Sections 1 or 2 of this Article by reason of the fact that (although not a Director or officer of this Corporation) he is or was an employee or agent of this Corporation, or is or was serving at the request of this Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the extent that any such person would have been entitled to be indemnified under Sections 1 and 2 had he, at all times, been a Director or officer of this Corporation.

SECTION 4. Any indemnification under Sections 1, 2 or 3 of this Article (unless ordered by a court) shall be made by this Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or, (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

SECTION 5. To the extent that a Director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1, 2 or 3, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

SECTION 6. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by this Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by, or on behalf of, the Director,

officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by this Corporation as authorized in this Article.

SECTION 7. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may, at any time, be entitled under any bylaw, agreement, vote of stockholders or disinterested Directors, or otherwise, both as to action by a person in his official capacity and as to action in another capacity while holding such office.

SECTION 8. The Board of Directors shall have power to authorize and direct the purchase and maintenance of insurance on behalf of itself or any person who is or was a Director, officer, employee or agent of this Corporation, or is or was serving at the request of this Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not this Corporation would have the power to indemnify him against such liability under the provisions of this Article.

SECTION 9. For purposes of this Article XV, reference to "this Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, officers and employees or agents, so that any person who is or was a Director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article XV with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

SECTION 10. For purposes of this Article XV, references to "enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of this Corporation" shall include any service as a Director, officer, employee or agent of this Corporation which imposes duties on, or involves services by, such Director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of this Corporation" as referred to in this Article XV.

SECTION 11. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article, shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or

agent, and shall inure to the benefit of the executors, administrators and other legal representatives and heirs of such a person.

ARTICLE XVI
MISCELLANY

SECTION 1. The Chief Executive Officer or the Board of Directors may designate any order of assignment to apply within any specified group of officers where, as provided in these Bylaws, any such designation is to be made as to one or more of such officers. In the event that no such designation is made, the order of assignment within any specified group of officers will be according to the length of service of each particular officer in the specified office, with the officer serving the longest term within that particular office to be assigned first, and in his or her absence or incapacity, the officer serving the next longest term in that particular office to be assigned second, and so on.

EXHIBIT 4.3

KELLOGG COMPANY 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN

1. PURPOSE. The purpose of the Kellogg Company 2000 Non-Employee Director Stock Plan is to promote the long-term growth of Kellogg Company by increasing the proprietary interest of Non-Employee Directors in Kellogg Company and to attract and retain highly qualified and capable Non-Employee Directors.

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

2.1 "AWARD" means an award granted to a Non-Employee Director under the Plan in the form of Options or Shares or any combination thereof.

2.2 "BOARD" means the Board of Directors of Kellogg Company, as constituted from time to time.

2.3 "COMMITTEE" means the committee of the Board designated to administer the Plan, as described in Section 3 of the Plan.

2.4 "COMPANY" means Kellogg Company, a Delaware corporation, or any successor corporation to Kellogg Company.

2.5 "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.

2.6 "FAIR MARKET VALUE" means with respect to any date, the average between the highest and lowest sale prices 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 average between the highest and lowest sale prices per share on such Composite Tape for the last preceding date on which sales of shares were reported.

2.7 "OPTION" means an option to purchase Shares awarded under Sections 8 or 9 which does not meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or any successor law.

2.8 "OPTION GRANT DATE" means the date upon which an Option is granted to a Non-Employee Director.

2.9 "OPTIONEE" means a Non-Employee Director of the Company to whom an Option has been granted or, in the event of such Non-Employee Director's death prior to the expiration of an Option, such Non-Employee Director's executor, administrator, beneficiary or similar person, or, in the event of a transfer permitted by Section 7 hereof, such permitted transferee.

2.10 "NON-EMPLOYEE DIRECTOR" means a director of the Company who is not an employee of the Company or any subsidiary of the Company.

2.11 "PLAN" means the Kellogg Company 2000 Non-Employee Director Stock Plan, as amended and restated from time to time (together with any rules and regulations promulgated by the Committee with respect thereto).

2.12 "SHARES" means Shares of the common stock, par value $.25 per share, of the Company or any security of the Company issued by the Company in substitution or exchange therefor.

2.13 "STOCK OPTION AGREEMENT" means a written agreement between a Non-Employee Director and the Company evidencing an Option.

2.14 "SUBSIDIARY(IES)" means any corporation (other than the Company) in an unbroken chain of corporations, including and beginning with the Company, if each of such corporations, other than the last corporation in the unbroken chain, owns, directly or indirectly, more than fifty percent (50%) of the voting stock in one of the other corporations in such chain.

3. ADMINISTRATION.

3.1 ADMINISTRATOR OF THE PLAN. The Plan shall be administered by the Compensation Committee of the Board.

3.2 AUTHORITY OF COMMITTEE. The Committee shall have full power and authority to: (i) interpret and construe the Plan and adopt such rules and regulations as it shall deem necessary and advisable to implement and administer the Plan, and (ii) designate persons other than members of the Committee to carry out its responsibilities, subject to such limitations, restrictions and conditions as it may prescribe, such determinations to be made in accordance with the Committee's best business judgment as to the best interests of the Company and its share owners and in accordance with the purposes of the Plan. The Committee may delegate administrative duties under the Plan to one or more agents as it shall deem necessary or advisable.

3.3 DETERMINATIONS OF COMMITTEE. A majority of the Committee shall constitute a quorum at any meeting of the Committee, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or a meeting of the Committee by a written consent signed by all members of the Committee.

3.4 LIABILITY LIMITATION. Neither the Board nor the Committee, nor any member of either, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan (or any Award), and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys' fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage which may be in effect from time to time.

4. AWARDS. Awards in the form of Options shall be granted to Non-Employee Directors in accordance with Section 8. Awards in the form of Shares shall be granted to Non-Employee Directors in accordance with Section 9. Each Option granted under the Plan shall be evidenced by a Stock Option Agreement.

4.1 RELOAD PROVISION. The Committee may provide in any Stock Option Agreement that if the Optionee exercises a Stock Option using Shares held for at least six (6) months and/or elects to have Shares withheld to satisfy the Company's withholding obligations, the Optionee will then receive a new option covering the number of Shares used to exercise and/or satisfy withholding obligations. Such option will have a per share exercise price equal to the then Fair Market Value of the Shares, and will be subject to such terms and conditions as the Committee, in its sole discretion, may determine. Nothing in this Section 4.1 will restrict the Committee's ability to fix or limit in a Stock Option Agreement the maximum number of Shares available under any new option granted pursuant to a Stock Option Agreement.

5. ELIGIBILITY. Non-Employee Directors of the Company shall be eligible to participate in the Plan in accordance with Sections 8 and 9.

6. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in Section 11, the aggregate number of Awards available for all grants of Options and awards of Shares under the Plan shall not exceed 1,000,000. Further, subject to adjustment as provided in Section 11, the aggregate number of Shares available for Awards pursuant to Section 9 shall not exceed 250,000. If any Awards expire unexercised or are forfeited, surrendered, cancelled, terminated or settled in cash in lieu of common stock, the shares of common stock which were thereto subject (or potentially subject) to such Awards shall again be available for Awards under the Plan to the extent of such expiration, forfeiture, surrender, cancellation, termination or settlement of such Awards.

7. TRANSFERABILITY OF OPTIONS. Unless otherwise provided in the Stock Option Agreement, no Option granted under the Plan, and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise hypothecated or disposed of by an Optionee or any beneficiary(ies) of any Optionee, except by testamentary disposition by the Optionee or the laws of intestate succession. No such interest shall be subject to execution, attachment or similar legal process, including, without limitation, seizure for the payment of the Optionee's debts, judgments, alimony, or separate maintenance. Unless otherwise provided in the Stock Option Agreement, during the lifetime of the Optionee, Options are exercisable only by the Optionee.

8. OPTIONS. Each Non-Employee Director shall be granted Options, subject to the following terms and conditions:

8.1 TIME OF GRANT. All continuing Non-Employee Directors shall be granted the Option to purchase 5,000 Shares on the date of the 2000 Annual Meeting of Share Owners. On January 31st of each year (or annually on such other date as the Committee may grant options to the Company's executive officers under an incentive plan approved by the share owners) beginning in 2001, each continuing Non-Employee Director shall be granted an Option to purchase 5,000 Shares. If a person is first elected or appointed as a Non-Employee Director other than on the date of the Annual Meeting of Share Owners, then on the date on which that person

first begins to serve as a Non-Employee Director he or she shall be granted an Option to purchase a pro-rated number of Shares based upon the number of days remaining until the next Annual Meeting of Share Owners divided by 365.

8.2 PURCHASE PRICE. The purchase price per Share under each Option granted pursuant to this Section shall be 100% of the Fair Market Value per Share on the Option Grant Date.

8.3 VESTING AND EXERCISE OF OPTIONS. Subject to Section 10, each Option granted to a Non-Employee Director shall be fully vested on and after the Option Grant Date or on such other date as set by the Committee. Each Option shall be fully exercisable on and after a date as set by the Committee, which date shall be at least six months after the Option Grant Date, and, subject to Section 10, shall not be exercisable prior to such date. In no event shall the period of time over which the Option may be exercised exceed ten years from the Option Grant Date. An Option, or portion thereof, may be exercised in whole or in part only with respect to whole Shares.

Shares shall be issued to the Optionee pursuant to the exercise of an Option only upon receipt by the Company from the Optionee of payment in full either in cash or by surrendering (or attesting to the ownership of) Shares together with proof acceptable to the Committee that such Shares have been owned by the Optionee for at least six months prior to the date of exercise of the Option, or a combination of cash and Shares, in an amount or having a combined value equal to the aggregate purchase price for the Shares subject to the Option or portion thereof being exercised. The Shares issued to an Optionee for the portion of any Option exercised by attesting to the ownership of Shares shall not exceed the number of Shares issuable as a result of such exercise (determined as though payment in full therefor were being made in cash) less the number of Shares for which attestation of ownership is submitted. The value of owned Shares submitted (directly or by attestation) in full or partial payment for the Shares purchased upon exercise of an Option shall be equal to the aggregate Fair Market Value of such owned Shares on the date of the exercise of such Option.

9. SHARES.

9.1 STOCK GRANTS. On May 1st of each year beginning in 2000, an annual Award of 1,700 Shares shall be made to each Non-Employee Director. Non-Employee Directors first elected or appointed to the Board at any time other than the Annual Meeting of Share Owners shall receive an initial Award on the date on which that person first begins to serve as a Non-Employee Director, pro-rated based upon the number of days remaining until the next Annual Meeting of Share Owners divided by 365.

9.2 STOCK ACCOUNT. The Committee may provide that annual Awards shall be made by entry into a stock account. If the Committee does so, the Company shall establish a bookkeeping account in the name of each Non-Employee Director (the "Stock Account"). For any Award made by Stock Account entry, the Non-Employee Director's Stock Account shall be adjusted to reflect such Shares and an aggregate number of Shares credited to each Non-Employee Director on such date shall be transferred by the Company to the Kellogg Company Grantor Trust for Non-Employee Directors. Except for the right to direct the Trustee as to the manner which the Shares are to be voted, a Non-Employee Director shall not have any rights with respect to any Shares credited to the Non-Employee Director's Stock Account and transferred to the Trust until the date the Non-Employee Director ceases, for any reason, to serve as a director of the Company. Dividends on the Shares held in Stock Accounts will be credited to the Non-Employee Director's Stock Account to be used to acquire additional Shares.

10. AMENDMENT, SUSPENSION, AND TERMINATION.

10.1 IN GENERAL. The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at any time and from time to time in such respects as the Board may deem advisable to insure that any and all Awards conform to or otherwise reflect any change in applicable laws or regulations, or to permit the Company, or the Non-Employee Directors to benefit from any change in applicable laws or regulations, or in any other respect the Board may deem to be in the best interests of the Company or any Subsidiary. No such amendment, suspension, or termination shall (a) materially adversely affect the rights of any Non-Employee Director under any outstanding Options or Share grants, without the consent of such Non-Employee Director, (b) revise the exercise price of any outstanding Option without share owner approval, or (c) increase the number of Shares available for Awards pursuant to Section 6 without share owner approval.

10.2 STOCK OPTION AGREEMENT MODIFICATIONS. The Committee may (in its sole discretion) amend or modify at any time and from time to time the terms and provisions of any outstanding Options in any manner to the extent that the Committee under the Plan or any Stock Option Agreement could have initially determined the restrictions, terms and provisions of such Options, including, without limitation, changing or accelerating the date or dates as of which such Options shall become exercisable. No

such amendment or modification shall, however, materially adversely affect the rights of any Non-Employee Director under any such Award without the consent of such Non-Employee Director.

11. CHANGES IN CAPITALIZATION AND OTHER MATTERS.

11.1 NO CORPORATE ACTION RESTRICTION. The existence of the Plan, any Stock Option Agreement and/or the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the share owners of the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company's or any Subsidiary's capital structure or its business, (b) any merger, consolidation or change in the ownership of the Company or any Subsidiary,
(c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company's or any Subsidiary's capital stock or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the Company's or any Subsidiary's assets or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No Non-Employee Director, beneficiary or any other person shall have any claim against any member of the Board or the Committee, the Company or any Subsidiary, or any employees, officers, share owners or agents of the Company or any Subsidiary, as a result of any such action.

11.2 RECAPITALIZATION ADJUSTMENTS. If the Board determines that any dividend or other distribution (whether in the form of cash, common stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, Change of Control or exchange of common stock or other securities of the Company, or other corporate transaction or event affects the common stock such that an adjustment is determined by the Board, in its sole discretion, to be necessary or appropriate in order to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the Plan, the Board may, in such manner as it in good faith deems equitable, adjust any or all of (i) the number of shares of common stock or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the number of shares of common stock or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the exercise price with respect to any Option, or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award.

11.3 MERGERS. If the Company enters into or is involved in any merger, reorganization, Change of Control or other business combination with any person or entity (a "Merger Event"), the Board may, prior to such Merger Event and effective upon such Merger Event, take such action as it deems appropriate, including, but not limited to, replacing such Options with substitute stock options in respect of the shares, other securities or other property of the surviving corporation or any affiliate of the surviving corporation on such terms and conditions, as to the number of shares, pricing and otherwise, which shall substantially preserve the value, rights and benefits of any affected Options granted hereunder as of the date of the consummation of the Merger Event. Notwithstanding anything to the contrary in the Plan, if any Merger Event or Change of Control occurs, the Company shall have the right, but not the obligation, to cancel each Non-Employee Director's Options and to pay to each affected Non-Employee Director in connection with the cancellation of such Non-Employee Director's Options, an amount equal to the excess of the Fair Market Value, as determined by the Board, of the common stock underlying any unexercised Options (whether then exercisable or not) over the aggregate exercise price of such unexercised Options.

Upon receipt by any affected Non-Employee Director of any such substitute stock options (or payment) as a result of any such Merger Event, such Non-Employee Director's affected Options for which such substitute options (or payment) were received shall be thereupon cancelled without the need for obtaining the consent of any such affected Non-Employee Director.

11.4 CHANGE OF CONTROL PROVISIONS.

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control:

(i) Any Options outstanding as of the date such Change in Control is determined to have occurred, and which are not then exercisable, shall become fully exercisable; and

(ii) The Committee may also make additional adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan's purposes.

(b) Definition of Change in Control. For purposes of the Plan, a "Change in Control" shall mean the happening of any of the following events:

(i) An acquisition after the date hereof by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (a) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company or approved by the Incumbent Board (as defined below), (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, (4) any acquisition by an underwriter temporarily holding Company securities pursuant to an offering of such securities, or (5) any acquisition pursuant to a transaction which complies with clauses
(1), (2) and (3) of subsection (iii) of this Section 11.4(b); or

(ii) A change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section, that any individual who becomes a member of the Board subsequent to the effective date of the Plan, whose election, or nomination for election by the Company's share owners, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso), either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) Consummation of a reorganization, merger or consolidation (or similar transaction), a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity ("Corporate Transaction"); in each case, unless immediately following such Corporate Transaction
(1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except, to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board at the time of the Board's approval of the execution of the initial agreement providing for such Corporate Transaction will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(iv) The approval by the share owners of the Company of a complete liquidation or dissolution of the Company.

12. FOREIGN DIRECTORS. Without amending the Plan, Awards granted to Non-Employee Directors who are foreign nationals may have such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and, in furtherance of such purposes, the Committee may make

such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operate or have Non-Employee Directors.

13. MISCELLANEOUS.

13.1 LISTING, REGISTRATION AND OTHER LEGAL COMPLIANCE. No Awards shall be required to be issued or granted under the Plan unless legal counsel for the Company shall be satisfied that such issuance or grant will be in compliance with all applicable federal and state securities laws and regulations and any other applicable laws or regulations. The Committee may require, as a condition of any payment or share issuance, that certain agreements, undertakings, representations, certificates, and/or information, as the Committee may deem necessary or advisable, be executed or provided to the Company to assure compliance with all such applicable laws or regulations. Certificates for Shares delivered under the Plan may be subject to such stock-transfer orders and such other restrictions as the Committee may deem advisable under the rules, regulations, or other requirements of the Securities and Exchange Commission, any stock exchange upon which the common stock is then listed, and any applicable federal or state securities law. In addition, if at any time specified herein (or in any Stock Option Agreement or otherwise) for (a) the making of any Award, or the making of any determination, (b) the issuance or other distribution of Shares, or (c) the payment of amounts to or through a Non-Employee Director with respect to any Award, any law, rule, regulation or other requirement of any governmental authority or agency shall require either the Company, any Subsidiary or any Non-Employee Director (or any estate, designated beneficiary or other legal representative thereof) to take any action in connection with any such determination, any such Shares to be issued or distributed, any such payment, or the making of any such determination, as the case may be, shall be deferred until such required action is taken. With respect to persons subject to Section 16 of the Exchange Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the Exchange Act.

13.2 STOCK OPTION AGREEMENTS. Each Non-Employee Director receiving an Award under the Plan shall enter into a Stock Option Agreement with the Company in a form specified by the Committee. Each such Non- Employee Director shall agree to the restrictions, terms and conditions of the Award set forth therein and in the Plan.

13.3 DESIGNATION OF BENEFICIARY. Each Non-Employee Director to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Option or to receive any payment which under the terms of the Plan and the relevant Stock Option Agreement may become exercisable or payable on or after the Non-Employee Director's death. At any time, and from time to time, any such designation may be changed or cancelled by the Non-Employee Director without the consent of any such beneficiary. Any such designation, change or cancellation must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary has been designated by a deceased Non-Employee Director, or if the designated beneficiaries have predeceased the Non-Employee Director, the beneficiary shall be the Non-Employee Director's estate. If the Non-Employee Director designates more than one beneficiary, any payments under the Plan to such beneficiaries shall be made in equal shares unless the Non-Employee Director has expressly designated otherwise, in which case the payments shall be made in the shares designated by the Non-Employee Director.

13.4 OBLIGATION TO REELECT. Nothing in this Plan shall be deemed to create any obligation on the part of the Board of Directors to nominate any Director for reelection by the Company's share owners.

13.5 GOVERNING LAW. The Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflict of laws thereof. Any titles and headings herein are for reference purposes only, and shall in no way limit, define or otherwise affect the meaning, construction or interpretation of any provisions of the Plan.

14. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall be effective upon its approval by the Board and adoption by the Company, subject to the approval of the Plan by the Company's share owners in accordance with the Internal Revenue Code. If share owner approval is not obtained at the 2000 Annual Meeting of Share Owners, the Plan shall be nullified. The Plan shall terminate on February 17, 2010, unless terminated earlier by the Board.

As adopted by the Board on February 18, 2000.

KELLOGG COMPANY
One Kellogg Square
Battle Creek, MI 49016-3599

EXHIBIT 4.4

STOCK OPTION AGREEMENT

This Agreement, made as of this 27th day of July, 2000, by KELLOGG COMPANY, a Delaware Corporation (hereinafter called the "Company"), with JAMES M. JENNESS (hereinafter called "Optionee").

For and in consideration of the respective agreements herein set forth, it is hereby agreed as follows:

1. Optionee agrees to devote fifty (50) percent of his working time to consulting with the Company on such matters as the Chief Executive Officer of the Company may direct.

2. Subject to the terms and conditions of this Stock Option Agreement, the Company hereby grants to the Optionee the Option to purchase 300,000 shares of the common stock ($.25 par value per share) of the Company (hereinafter the "Option").

3. The exercise price per share shall be $27.00, the fair market value of the common stock on the date of the Option grant as determined by the Board of Directors. The fair market value means the average between the highest and lowest sale prices 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 average of the highest and lowest sale prices per share on such Composite Tape for the last preceding date on which sales of shares were reported. The purchase price for exercise of the Option shall be payable at the time the Option is exercised, in cash, or by exchange of shares of common stock of the Company previously owned by the Optionee, with a market value equal, on the date of payment, to the aggregate purchase price for the Option, or partly in cash, and the remainder in shares of common stock of the Company.

4. The Option may be exercised in whole or in part, subject to the terms and provisions of this Stock Option Agreement, by mailing by registered mail, or by delivering in person, a Notice Of Exercise Of Option to the Office of the Chairman, Kellogg Company, One Kellogg Square, Battle Creek, Michigan 49016-3599. Such notice shall state the number of shares with respect to which the Option is being exercised and the method of payment for such shares. A copy of the Notice of Exercise shall simultaneously be delivered to the Secretary of Kellogg Company, One Kellogg Square, Battle Creek, MI 49016-3599.

5. The Option is not an incentive stock option under the provisions of the Internal Revenue Code. The Option is intended to be exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934 under Securities and Exchange Commission Rule 16b(3). No securities acquired pursuant to the exercise of this Option may be sold prior to a date that is six (6) months from the date of this Stock Option Agreement.

6. The Option vests in equal, annual installments over three (3) years; one-third as of the date hereof; one-third on the first anniversary date of the grant; and one-third on the second anniversary date of the grant; provided, however, vesting of the second and third installments will be contingent upon this Stock Option Agreement remaining in effect through such installment periods. This Stock Option Agreement shall terminate immediately, as to unvested portions of this Option, if the Optionee notifies the Company that he is no longer willing to devote fifty (50%) percent of his working time to consulting with the Company pursuant to paragraph 1 hereof or if the Company notifies the Optionee that it no longer

wishes to receive such consulting services. In the event of such termination, portions of this Option that have not vested shall terminate and be forfeited to the Company, and vested portions of this Option may be exercised at any time prior to the expiration of the Option.

7. In the event Optionee pays the Option price and any associated tax withholding obligations in whole or in part by surrendering shares of the Company's common stock, then Optionee may be eligible to receive an accelerated ownership feature (AOF) Option to purchase a number of shares of common stock equal to the number of shares delivered to pay the Option price or delivered or withheld for tax withholding obligations. The AOF Option, if granted, will be exercisable for a term ending on the same date as this Option. The exercise price of the AOF Option will be the fair market value of the common stock on the date the AOF is awarded as determined by the Board of Directors in the exercise of its discretion. AOF Options will be awarded only if no other AOF Option has been awarded to the Optionee within the six-month period (6) prior to the date of the exercise of this Option.

8. This Agreement shall be construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict laws) to the extent not superceded by the laws of the United States government concerning securities.

9. If Optionee exercises any portion of the Option granted pursuant to this Agreement and within one (1) year after such exercise, attempts to provide consulting services to a direct competitor of Kellogg Company, then the gain represented by the mean market price on the date of exercise over the exercise price, multiplied by the number of shares purchased by the Optionee, less any applicable withholding or tax obligations, without regard to any subsequent market price decrease or increase, shall be paid by Optionee to the Company. Furthermore, any unexercised Options will be immediately cancelled by the Company at the time of such event.

10. This Option shall not be transferable, except by will or the laws of descent and distribution; and the Option shall be exercisable during Optionee's lifetime only by the Optionee.

11. Optionee's right to exercise this Option terminates on the earliest of the following:

a. one (1) year after the Optionee's services as a Consultant or a member of the Board of Directors are terminated by death. Any portion of the Option exercisable following the death of the Optionee may be exercised subject to the terms and conditions contained herein by the Optionee's estate or by a person who has the acquired the right to exercise such Option by Will or the laws of descent;

b. ten (10) years from the date the Option was granted, July 27, 2000; or

c. immediately, with respect to any unvested portions of this Option, upon the occurrence of any of the events described in paragraph 6 of this Stock Option Agreement; or

d. immediately upon the occurrence of the event described in paragraph 9 of this Stock Option Agreement.

12. If any change is made in the stock subject to this Option, subsequent to the effective date of the grant of Option (through merger, consolidation, reorganization, recapitalization, stock dividend, split up, combination, exchange, change in corporate structure, or otherwise) appropriate adjustments shall be made by the Board of Directors as to the maximum number of shares subject to the Option and the price per share of stock subject to this

Option. Any adjustment made by the Board of Directors shall be final and binding upon the Optionee.

13. Notwithstanding any other provision of this Option to the contrary, in the event of a Change in Control, any portion of this Option outstanding as of the date of Change in Control, which is not then exercisable and vested, shall become fully exercisable and vested as of the date such Change in Control has deemed to have occurred. For the purposes of this Stock Option Agreement, the term "Change in Control" shall have the same meaning as is found in Section 14.2 of the Kellogg Company 2001 Long-Term Incentive Plan and any amendments thereto.

14. The Board of Directors may suspend or terminate this Stock Option Agreement and the Option at any time and from time to time in such respects as the Board may deem advisable to ensure that the Option conforms or otherwise reflects changes in applicable laws or regulations or to permit the Company or the Optionee to benefit from changes in applicable laws and regulations, or in any other respect, the Board may deem to be in the best interest of the Company. No such amendment, suspension, or termination shall materially adversely effect the rights of the Optionee without the consent of the Optionee, or revise the exercise price of the Option or increase the number of shares available under the Option without Kellogg Company share owner approval.

15. Kellogg Company shall have the right to deduct from any payment or settlement any federal, state, local, or other tax of any kind that the Board of Directors, in its sole discretion, deems necessary to be withheld to comply with the Internal Revenue Code and/or any other applicable law, rule, or regulation.

16. The grant of this Option shall not confer upon Optionee any right to continuing service with the Company.

17. This Option shall become effective as of July 27, 2000, and shall continue for a term of ten (10) years thereafter unless terminated at an earlier date by Optionee or Company, or as otherwise provided in this Agreement. This Agreement replaces, in its entirety, a previously issued form of a Stock Option Agreement between the Company and the Optionee, which had errors in several terms.

         KELLOGG COMPANY                                      OPTIONEE

                                                  /s/ JAMES M. JENNESS
By: /s/ JANET LANGFORD KELLY                      ------------------------------
   ---------------------------------                     James M. Jenness
    Janet Langford Kelly
    Executive Vice President --                   Address:
    Corporate Development,
    General Counsel and Secretary                 ------------------------------

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