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<SEC-DOCUMENT>0000950124-01-001150.txt : 20010307
<SEC-HEADER>0000950124-01-001150.hdr.sgml : 20010307
ACCESSION NUMBER:		0000950124-01-001150
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		8
FILED AS OF DATE:		20010305
EFFECTIVENESS DATE:		20010305

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KELLOGG CO
		CENTRAL INDEX KEY:			0000055067
		STANDARD INDUSTRIAL CLASSIFICATION:	GRAIN MILL PRODUCTS [2040]
		IRS NUMBER:				380710690
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-56536
		FILM NUMBER:		1561175

	BUSINESS ADDRESS:	
		STREET 1:		ONE KELLOGG SQ
		STREET 2:		P O BOX 3599
		CITY:			BATTLE CREEK
		STATE:			MI
		ZIP:			49016-3599
		BUSINESS PHONE:		6169612000

	MAIL ADDRESS:	
		STREET 1:		ONE KELLOGG SQUARE
		STREET 2:		P O  BOX 3599
		CITY:			BATTLE CREEK
		STATE:			MI
		ZIP:			49016-3599
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>k60488s-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1
                    AS FILED WITH THE SECURITIES AND EXCHANGE
                          COMMISSION ON MARCH 5, 2001


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 KELLOGG COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                               38-0710690
     (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization)

                               ONE KELLOGG SQUARE
                        BATTLE CREEK, MICHIGAN 49016-3599
                                 (616) 961-2000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

              KELLOGG COMPANY NON-EMPLOYEE DIRECTOR STOCK PROGRAMS
                              (FULL TITLE OF PLAN)

                JANET LANGFORD KELLY, EXECUTIVE VICE PRESIDENT -
              CORPORATE DEVELOPMENT, GENERAL COUNSEL AND SECRETARY
                                 KELLOGG COMPANY
                               ONE KELLOGG SQUARE
                        BATTLE CREEK, MICHIGAN 49016-3599
                                 (616) 961-2000
    (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
                           CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
    TITLE OF        AMOUNT TO BE      PROPOSED        PROPOSED       AMOUNT OF
 SECURITIES TO       REGISTERED       MAXIMUM         MAXIMUM       REGISTRATION
 BE REGISTERED           (1)       OFFERING PRICE    AGGREGATE          FEE
                                   PER SHARE (1)   OFFERING PRICE
<S>                 <C>            <C>              <C>             <C>
Common Stock          1,300,000       $  26.43      $   34,359,000    $ 8,600
par value $.25 per                    --------       -------------    -------
share
</TABLE>

1.       Computed in accordance with Rule 457(h) under the Securities Act of
         1933 solely for the purpose of calculating the registration fee.
         Computation based upon the average of the high and low prices of the
         common stock of the Registrant as reported on the New York Stock
         Exchange as of February 28, 2001.




<PAGE>   2




                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         We shall send or give to each participant in the Kellogg Company
Non-Employee Director Stock Programs the document(s) containing the information
specified in Part I of Form S-8 as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). In accordance with the rules and
regulations of the Securities and Exchange Commission, such documents are not
being filed with or included in this Registration Statement. These documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statements taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents that have been filed with the Securities and
Exchange Commission (the "Commission") by Kellogg Company (the "Company") are
incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (File No. 1-4171), containing audited financial statements for
the Company's latest fiscal year;

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act", (File No.
1-4171) since the end of the fiscal year covered by the Annual Report on Form
10-K referenced above; and

         (c) The description of the Company's common stock, par value $.25 per
share, which is contained in Item 14 of the Company's Application for
Registration of Securities on a National Securities Exchange on Form 10 dated
March 20, 1959 filed with the Commission (File No. 1-4171) under the Exchange
Act, including any subsequent amendment or any report filed for the purpose of
updating such description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         See Item 3.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.



                                       2
<PAGE>   3

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Under Section 145 of the General Corporation Law of the State
of Delaware ("Section 145"), a corporation may indemnify its directors,
officers, employees and agents and its former directors, officers, employees and
agents and those who serve, at the corporation's request, in such capacities
with another enterprise, against expenses (including attorneys' fees), as well
as judgments, fines and settlements in non-derivative lawsuits, actually and
reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
such capacity. Section 145 provides, however, that such person must have acted
in good faith and in a manner he or she reasonably believed to be in (or not
opposed to) the best interests of the corporation, and, in the case of a
criminal action, such person must have had no reasonable cause to believe his or
her conduct was unlawful. In addition, Section 145 does not permit
indemnification in an action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation, unless, and only
to the extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for expenses the court deems proper in light of liability
adjudication. Indemnity is mandatory to the extent a claim, issue or matter has
been successfully defended.

                  The Registrant's By-laws and Restated Certificate of
Incorporation grant indemnification to such persons to the extent permitted by
Delaware law and authorize the purchase of insurance to cover liabilities
asserted against such persons.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

EXHIBIT NUMBER    DESCRIPTION OF EXHIBIT

4.1               Kellogg Company Amended Restated Certificate of Incorporation.

4.2               Kellogg Company Bylaws, as amended.

4.3               Kellogg Company 2000 Non-Employee Director Stock Plan.

4.4               Stock Option Agreement by Kellogg Company with James M.
                  Jenness.

5.1               Opinion of the Company's Executive Vice President -
                  Corporate Development, General Counsel and Secretary as to
                  the legality of the securities being registered.

23.1              Consent of the Company's Executive Vice President -
                  Corporate Development, General Counsel and Secretary
                  (included in her opinion filed as Exhibit 5.1).

23.2              Consent of PricewaterhouseCoopers LLP.

24.1              Powers of Attorney.

ITEM 9. UNDERTAKINGS

         (a) The undersigned Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:


                                       3
<PAGE>   4

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
and

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

         PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
pursuant Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.

         (2) That, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.



                                       4
<PAGE>   5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Battle Creek, State of Michigan, on this 28th
day of February, 2001.

                              KELLOGG COMPANY

                              By: /s/ Carlos M. Gutierrez
                                 -----------------------------------------------
                                 Carlos M. Gutierrez
                                 Chairman, President and Chief Executive Officer





                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 28th day of February, 2001.

<TABLE>
<CAPTION>

                SIGNATURE                                      TITLE
                ---------                                      -----

<S>                                        <C>
           /s/ Carlos M. Gutierrez         Chairman, President and Chief Executive
- ----------------------------------------      Officer (Principal Financial Officer)
Carlos M. Gutierrez

             /s/ Thomas J. Webb            Executive Vice President and Chief Financial
- ----------------------------------------      Officer (Principal Financial Officer)
Thomas J. Webb

           /s/ Jeffrey M. Boromisa             Vice President Corporate Controller
- ----------------------------------------          (Principal Accounting Officer)
Jeffrey M. Boromisa

                    *                                        Director
- ----------------------------------------
Benjamin S. Carson, Sr.

                    *                                        Director
- ----------------------------------------
John T. Dillon
                    *                                        Director
- ----------------------------------------
Claudio X. Gonzalez

                    *                                        Director
- ----------------------------------------
Gordon Gund
</TABLE>



                                       5
<PAGE>   6
<TABLE>
<S>                                                 <C>

                    *                               Director
- --------------------------------------------
James M. Jenness

                                                    Director
- --------------------------------------------
Dorothy A. Johnson

                    *                               Director
- --------------------------------------------
Ann McLaughlin Korologos

                    *                               Director
- --------------------------------------------
Richard Munro

                    *                               Director
- --------------------------------------------
William D. Perez

                    *                               Director
- --------------------------------------------
William C. Richardson

                    *                               Director
- --------------------------------------------
John L. Zabriskie
</TABLE>

*By:   /s/ Janet Langford Kelly
    ----------------------------------------
         Janet Langford Kelly
         As Attorney-in-fact




                                       6
<PAGE>   7



             INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                   DESCRIPTION
- ------                   -----------
<S>                     <C>
4.1                     Kellogg Company Amended Restated Certificate of Incorporation.

4.2                     Kellogg Company Bylaws, as amended.

4.3                     Kellogg Company 2000 Non-Employee Director Stock Plan.

4.4                     Stock Option Agreement by Kellogg Company with James M.
                        Jenness.

5.1                     Opinion of the Company's Executive Vice President -
                        Corporate Development, General Counsel and Secretary as
                        to the legality of the securities being registered.

23.1                    Consent of the Company's Executive Vice President -
                        Corporate Development, General Counsel and Secretary
                        (included in her opinion filed as Exhibit 5.1).

23.2                    Consent of PricewaterhouseCoopers LLP.

24.1                    Powers of Attorney.
</TABLE>



                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>k60488ex4-1.txt
<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION
<TEXT>

<PAGE>   1


                                                                     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:




<PAGE>   2




                                  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.




                                       2
<PAGE>   3

                                      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




                                       3
<PAGE>   4

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.




                                       4
<PAGE>   5


                                    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



                                       5
<PAGE>   6

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



                                       6
<PAGE>   7

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



                                       7
<PAGE>   8

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.



                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>k60488ex4-2.txt
<DESCRIPTION>BY-LAWS OF COMPANY, AS AMENDED
<TEXT>

<PAGE>   1


                                                                     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




<PAGE>   2

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



                                       2
<PAGE>   3

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


                                       3
<PAGE>   4

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




                                       4
<PAGE>   5

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



                                       5
<PAGE>   6

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.


                                       6
<PAGE>   7

                  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



                                       7
<PAGE>   8

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.


                                       8
<PAGE>   9

                  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.



                                       9
<PAGE>   10

                  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.



                                       10
<PAGE>   11

                  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.



                                       11
<PAGE>   12

                  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".






                                       12
<PAGE>   13

                                    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.






                                       13
<PAGE>   14


                                   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.




                                       14
<PAGE>   15

                  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,


                                       15
<PAGE>   16

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



                                       16
<PAGE>   17

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.





                                       17








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>k60488ex4-3.txt
<DESCRIPTION>NON-EMPLOYEE DIRECTOR STOCK PLAN
<TEXT>

<PAGE>   1

                                                                     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.



<PAGE>   2

        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



                                       2
<PAGE>   3

    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


                                       3
<PAGE>   4

    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.



                                       4
<PAGE>   5
    (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

                                       5

<PAGE>   6

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



                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>5
<FILENAME>k60488ex4-4.txt
<DESCRIPTION>STOCK OPTION AGREEMENT WITH JAMES M. JENNESS
<TEXT>

<PAGE>   1

                                                                     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



                                       1
<PAGE>   2

     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



                                       2
<PAGE>   3

     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                 ------------------------------

                                                  ------------------------------

                                                  ------------------------------


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>6
<FILENAME>k60488ex5-1.txt
<DESCRIPTION>OPINION OF COMPANY'S EXECUTIVE VICE PRESIDENT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 5.1

                        [LETTERHEAD OF KELLOGG COMPANY]

                                                               February 21, 2001

Kellogg Company
One Kellogg Square
Battle Creek, Michigan  49016-3599

         RE:     1,300,000 Shares of common stock, $.25
                 par value, of Kellogg Company

Dear Sir or Madam:

         I refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by Kellogg Company (the "Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of 1,300,000 shares of common
stock, $.25 par value (the "Shares"), of the Company which may be issued
pursuant to the Kellogg Company Non-Employee Director Stock Programs (the
"Program").

         I am familiar with the proceedings to date with respect to the Program
and the proposed issuance and sale of the Shares and have examined such records,
documents and questions of law, and I am satisfied as to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.

         Based on the foregoing, I am of the opinion that:

         1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.

         2. The Shares will be, as and when issued in accordance with the terms
and conditions of the Program against payment in full of the purchase price
therefor, legally issued, fully paid and non-assessable under the Delaware
General Corporation Law.

         I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the Shares.

         I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

                               Very truly yours,



                                           /s/ Janet Langford Kelly
                               -------------------------------------------------
                               Janet Langford Kelly
                               Executive Vice President - Corporate Development,
                               General Counsel and Secretary of Kellogg Company



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>7
<FILENAME>k60488ex23-2.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 27, 2000 relating to the
financial statements, which appears in the 1999 Annual Report to Shareholders of
Kellogg Company, which is incorporated by reference in Kellogg Company's Annual
Report on Form 10-K for the year ended December 31, 1999. We also consent to the
incorporation by reference of our report dated January 27, 2000 relating to the
financial statement schedules, which appears in such Annual Report on Form 10-K.



PricewaterhouseCoopers LLP

Battle Creek, Michigan
March 2, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>8
<FILENAME>k60488ex24-1.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                     /s/ Benjamin S. Carson, Sr.
                                           -----------------------------------
                                                  Benjamin S. Carson, Sr.



<PAGE>   2



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                      /s/ John T. Dillon
                                            ---------------------------
                                                  John T. Dillon



<PAGE>   3



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                     /s/ Claudio X. Gonzalez
                                           --------------------------------
                                                 Claudio X. Gonzalez



<PAGE>   4



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                        /s/ Gordon Gund
                                             ------------------------
                                                     Gordon Gund



<PAGE>   5



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                      /s/ James M. Jenness
                                            -----------------------------
                                                   James M. Jenness



<PAGE>   6



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                    /s/ Ann McLaughlin Korologos
                                          -----------------------------------
                                                Ann McLaughlin Korologos


<PAGE>   7



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 15, 2001.                     /s/ Richard Munro
                                           --------------------------
                                                  Richard Munro



<PAGE>   8



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 27, 2001.                     /s/ William D. Perez
                                           -----------------------------
                                                  William D. Perez




<PAGE>   9



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 28, 2001.                     /s/ William C. Richardson
                                           ----------------------------------
                                                 William C. Richardson



<PAGE>   10



                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Gary H. Pilnick
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign the Registration Statement on Form S-8
of Kellogg Company relating to the Kellogg Company Non-Employee Director Stock
Programs to be filed with the Securities and Exchange Commission, and any and
all amendments (including post-effective amendments) thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.




Dated:  February 27, 2001.                     /s/ John L. Zabriskie
                                           ------------------------------
                                                 John L. Zabriskie


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
