<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>dex993.txt
<DESCRIPTION>AGREEMENT PURSUANT TO RULE 13D-L(K)(L)(III).
<TEXT>
<PAGE>

                                    FORM 13G

                                  Exhibit 99.3

     Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this
joint filing of Form 13G individually and as a trustee of the W.K. Kellogg
Foundation Trust and submits this exhibit as proof of its agreement with the
other persons named below:

                              The Bank of New York

                               Carlos M. Gutierrez

                              William C. Richardson

                               Jonathan T. Walton


</TEXT>
</DOCUMENT>
