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                                                                     EXHIBIT 4.3

                                 $4,600,000,000

                                 KELLOGG COMPANY

                       $1,000,000,000 5.50% NOTES DUE 2003
                       $1,000,000,000 6.00% NOTES DUE 2006
                       $1,500,000,000 6.60% NOTES DUE 2011
                    $1,100,000,000 7.45% DEBENTURES DUE 2031

                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                  March 29, 2001

Salomon Smith Barney Inc.
Chase Securities Inc.
Banc of America Securities LLC
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

         Kellogg Company, a corporation organized under the laws of the State of
Delaware (the "Company"), proposes to issue and sell (the "Initial Placement")
to certain purchasers (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement, dated as of March 23, 2001 (the "Purchase Agreement"),
$1,000,000,000 aggregate principal amount of the Company's 5.50% Notes due 2003,
$1,000,000,000 aggregate principal amount of the Company's 6.00% Notes due 2006,
$1,500,000,000 aggregate principal amount of the Company's 6.60% Notes due 2003
and $1,100,000,000 aggregate principal amount of the Company's 7.45% Debentures
due 2031 (collectively, the "Securities"). To induce the Initial Purchasers to
enter into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Company agrees with you for your benefit and the benefit of the
holders from time to time of the Securities and the New Securities (as defined
below), including the Initial Purchasers (each a "Holder" and, together, the
"Holders"), as follows:


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     1. Definitions. Capitalized terms used herein without definition shall have
their respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized defined terms shall have the following
meanings: "Additional Interest" shall have the meaning set forth in Section 8
hereof.

        "Act" shall mean the Securities Act of 1933, as amended, and the rules
     and regulations of the Commission promulgated thereunder.

        "Affiliate" of any specified Person shall have the meaning set forth
     under Rule 405 promulgated under the Act.

        "Broker-Dealer" shall mean any broker or dealer registered as such under
     the Exchange Act.

        "Business Day" shall mean any day other than a Saturday, Sunday or legal
     holiday or a day on which banking institutions or trust companies are
     authorized or obligated by law to close in New York City.

        "Commission" shall mean the Securities and Exchange Commission.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the Commission promulgated
     thereunder.

        "Exchange Offer Registration Period" shall mean the 180 period following
     the consummation of the Registered Exchange Offer, exclusive of any period
     during which any stop order shall be in effect suspending the effectiveness
     of the Exchange Offer Registration Statement.

        "Exchange Offer Registration Statement" shall mean a registration
     statement of the Company on an appropriate form under the Act with respect
     to the Registered Exchange Offer, all amendments and supplements to such
     registration statement, including post- effective amendments thereto, in
     each case including the Prospectus contained therein, all exhibits thereto
     and all material incorporated by reference therein.

        "Exchanging Dealer" shall mean any Holder (which may include any Initial
     Purchaser) that is a Broker-Dealer and elects to exchange for New
     Securities any Securities that it acquired for its own account as a result
     of market-making activities or other trading activities (but not directly
     from the Company or any Affiliate of the Company).

        "Final Memorandum" shall have the meaning set forth in the Purchase
     Agreement.

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        "Holder" shall have the meaning set forth in the preamble hereto.

        "Indenture" shall mean the Indenture relating to the Securities, dated
     as of March 15, 2001, among the Company and BNY Midwest Trust Company, as
     trustee, including

        Supplemental Indenture No. 1 thereto, dated as of March 29, 2001, as the
     same may be amended from time to time in accordance with the terms thereof.

        "Initial Placement" shall have the meaning set forth in the preamble
     hereto.

        "Initial Purchaser" shall have the meaning set forth in the preamble
     hereto.

        "Issue Date" shall mean the date on which the Securities are originally
     issued.

        "Losses" shall have the meaning set forth in Section 6(d) hereof.

        "Majority Holders" shall mean the Holders of a majority of the aggregate
     principal amount of Securities and New Securities, as applicable,
     registered under a Registration Statement.

        "Managing Underwriters" shall mean the investment banker or investment
     bankers and manager or managers that shall administer an underwritten
     offering.

        "New Securities" shall mean debt securities of the Company identical in
     all material respects to the Securities (except that the additional
     interest provisions and the transfer restrictions shall be modified or
     eliminated, as appropriate) and to be issued under the Indenture.

        "Prospectus" shall mean the prospectus included in any Registration
     Statement (including, without limitation, a prospectus that discloses
     information previously omitted from a prospectus filed as part of an
     effective registration statement in reliance upon Rule 430A under the Act),
     as amended or supplemented by any prospectus supplement, with respect to
     the terms of the offering of any portion of the Securities or the New
     Securities covered by such Registration Statement, and all amendments and
     supplements thereto and all material incorporated by reference therein.

        "Purchase Agreement" shall have the meaning set forth in the preamble
     hereto.

        "Registration Default" shall have the meaning set forth in Section 8
     hereof.

        "Registered Exchange Offer" shall mean the proposed offer by the Company
     to issue and deliver to the Holders of the Securities that are not
     prohibited by any law or policy of the Commission from participating in
     such offer, in exchange for the Securities, a like aggregate principal
     amount of the New Securities.

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        "Registration Statement" shall mean any Exchange Offer Registration
     Statement or Shelf Registration Statement that covers any of the Securities
     or the New Securities pursuant to the provisions of this Agreement, any
     amendments and supplements to such registration statement, including
     post-effective amendments (in each case including the Prospectus contained
     therein), all exhibits thereto and all material incorporated by reference
     therein.

        "Securities" shall have the meaning set forth in the preamble hereto.

        "Shelf Registration" shall mean a registration effected pursuant to
     Section 3 hereof.

        "Shelf Registration Event Date" shall have the meaning set forth in
     Section 3 hereof.

        "Shelf Registration Period" has the meaning set forth in Section 3
     hereof.

        "Shelf Registration Statement" shall mean a "shelf" registration
     statement of the Company pursuant to the provisions of Section 3 hereof
     which covers some or all of the Securities and New Securities, as
     applicable, on an appropriate form under Rule 415 under the Act, or any
     similar rule that may be adopted by the Commission, amendments and
     supplements to such registration statement, including post-effective
     amendments, in each case including the Prospectus contained therein, all
     exhibits thereto and all material incorporated by reference therein.

        "Trustee" shall mean the trustee with respect to the Securities under
     the Indenture.

     2. Registered Exchange Offer. (a) The Company shall prepare and, not later
than 90 days following the Issue Date (or if such day is not a Business Day, the
next succeeding Business Day), shall file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. The
Company shall use its reasonable best efforts to cause the Exchange Offer
Registration Statement to become effective under the Act within 180 days
following the Issue Date (or if such day is not a Business Day, the next
succeeding Business Day).

     (b) Upon the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for New Securities (assuming that such Holder is not an
Affiliate of the Company, acquires the New Securities in the ordinary course of
such Holder's business, has no arrangements or understandings with any Person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.


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     (c) In connection with the Registered Exchange Offer, the Company shall:

          (i) mail to each Holder a copy of the Prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

          (ii) keep the Registered Exchange Offer open for not less than 20
     Business Days after the date notice thereof is mailed to the Holders (or
     longer if required by applicable law) and use its reasonable best efforts
     to close the Registered Exchange Offer within 45 days after the Exchange
     Offer Registration Statement is declared effective;

          (iii) if the Company receives notice from an Exchanging Dealer either
     in the Letter of Transmittal or within 20 days after consummation of the
     Registered Exchange Offer that such Exchanging Dealer holds Securities
     acquired for the account of such Exchanging Dealer as a result of
     market-making or other trading activities, use its reasonable best efforts
     to keep the Exchange Offer Registration Statement continuously effective
     under the Act, supplemented and amended as required, to ensure that it is
     available for sales of New Securities by Exchanging Dealers during the
     Exchange Offer Registration Period;

          (iv) utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan in New York City, which
     may be the Trustee or an Affiliate of the Trustee;

          (v) permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York time, on the last Business Day on which
     the Registered Exchange Offer is open;

          (vi) prior to effectiveness of the Exchange Offer Registration
     Statement, provide a supplemental letter to the Commission (A) stating that
     the Company is conducting the Registered Exchange Offer in reliance on the
     position of the Commission in Exxon Capital Holdings Corporation (pub.
     avail. May 13, 1988) and Morgan Stanley & Co., Inc. (pub. avail. June 5,
     1991); and (B) including a representation that the Company has not entered
     into any arrangement or understanding with any Person to distribute the New
     Securities to be received in the Registered Exchange Offer and that, to the
     best of the Company's information and belief, each Holder participating in
     the Registered Exchange Offer is acquiring the New Securities in the
     ordinary course of business and has no arrangement or understanding with
     any Person to participate in the distribution of the New Securities; and

          (vii) comply with all applicable laws.

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     (d) As soon as practicable after the close of the Registered Exchange
Offer, the Company shall:

        (i) accept for exchange all Securities tendered and not validly
     withdrawn pursuant to the Registered Exchange Offer;

        (ii) deliver to the Trustee for cancellation in accordance with Section
     4(s) all Securities so accepted for exchange; and

        (iii) cause the Trustee promptly to authenticate and deliver to each
     Holder of Securities a principal amount of New Securities equal to the
     principal amount of the Securities of such Holder so accepted for exchange.

     (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and
any such Holder using the Registered Exchange Offer to participate in a
distribution of the New Securities (x) could not under Commission policy as in
effect on the date of this Agreement rely on the position of the Commission in
Morgan Stanley & Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings
Corporation (pub. avail. May 13, 1988), as interpreted in the Commission's
letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters;
and (y) must comply with the registration and prospectus delivery requirements
of the Act in connection with any secondary resale transaction unless such
transaction is exempt from such requirements. Absent such exemption, any
secondary resale transaction must be covered by an effective registration
statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K under the Act if the resales are of
New Securities obtained by such Holder in exchange for Securities acquired by
such Holder directly from the Company or one of its Affiliates. Accordingly,
each Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of the Registered
Exchange Offer:

        (i) any New Securities received by such Holder will be acquired in the
     ordinary course of business;

        (ii) such Holder will have no arrangement or understanding with any
     Person to participate in the distribution of the Securities or the New
     Securities within the meaning of the Act; and

        (iii) such Holder is not an Affiliate of the Company.

     (f) If, prior to the consummation of the Registered Exchange Offer, any
Initial Purchaser determines that it is not eligible to participate in the
Registered Exchange Offer with respect to the exchange of Securities
constituting any portion of an unsold allotment, at the request of such Initial
Purchaser,

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the Company shall issue and deliver to such Initial Purchaser or the
Person purchasing New Securities registered under a Shelf Registration Statement
as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for
such Securities, a like principal amount of New Securities. The Company shall
use its reasonable best efforts to cause the CUSIP Service Bureau to issue the
same CUSIP number for such New Securities as for New Securities issued pursuant
to the Registered Exchange Offer.

     Upon consummation of the Registered Exchange Offer in accordance with this
Section 2, the Company shall have no further obligation to register Securities
pursuant to Section 3(i) or (ii).


     3. Shelf Registration. If (i) due to any change in law or applicable
interpretations thereof by the Commission's staff, the Company is not permitted
to effect the Registered Exchange Offer as contemplated by Section 2 hereof; or
(ii) for any other reason the Exchange Offer Registration Statement is not
declared effective by the Commission on or prior to the 180th day following the
Issue Date or the Registered Exchange Offer is not consummated on or prior to
the 225th day following the Issue Date; or (iii) any Holder (other than an
Initial Purchaser) notifies the Company within 20 Business Days after
consummation of the Registered Exchange Offer that it is prohibited by law or
Commission policy from participating in the Registered Exchange Offer or does
not receive freely tradeable New Securities in the Registered Exchange Offer
other than by reason of such Holder being an Affiliate of the Company; or (iv)
any Initial Purchaser so requests with respect to Securities that are not
eligible to be exchanged for New Securities in the Registered Exchange Offer and
that are held by it following consummation of the Registered Exchange Offer; or
(v) in the case of any Initial Purchaser that participates in the Registered
Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such
Initial Purchaser does not receive freely tradeable New Securities in exchange
for Securities constituting any portion of an unsold allotment (it being
understood that (x) the requirement that an Initial Purchaser deliver a
Prospectus containing the information required by Item 507 or 508 of Regulation
S-K under the Act in connection with sales of New Securities acquired in
exchange for such Securities shall result in such New Securities being not
"freely tradeable"; and (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of New Securities acquired in the Registered
Exchange Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable") (the date on which any event specified in clause
(i) through (v) above occurs, the "Shelf Registration Event Date"), then the
following provisions shall apply:

          (a) The Company shall, on or prior to the later of the 30th day
     following such Shelf Registration Event Date, file a Shelf Registration
     Statement with the Commission relating to the offer and sale of the
     Securities and the New Securities, as applicable, by the Holders thereof
     from time to time in accordance with the methods of distribution elected by
     such Holders and set forth in such Shelf Registration Statement, and shall
     use its reasonable best efforts to cause such Shelf Registration Statement
     to be declared effective under the Act on or prior to the 90th day after
     such obligation arises; provided that, with respect to New Securities
     received by an Initial Purchaser in exchange for Securities constituting
     any portion of an unsold allotment, the Company may, if

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     permitted by current written interpretations by the Commission's staff,
     file a post-effective amendment to the Exchange Offer Registration
     Statement containing the information required by Item 507 and 508 of
     Regulation S-K, as applicable, with respect thereto in satisfaction of its
     obligations under clause (v) above, and any such Exchange Offer
     Registration Statement, as so amended, shall be referred to herein as, and
     governed by the provisions herein applicable to, a Shelf Registration
     Statement. The Company shall not permit any securities other than the
     Securities and the New Securities, as applicable, to be included in the
     Shelf Registration Statement.


        (b) The Company shall use its reasonable best efforts to keep the Shelf
     Registration Statement continuously effective, supplemented and amended as
     required by the Act, in order to permit the Prospectus forming part thereof
     to be usable by Holders for a period of two years from the Issue Date or
     such shorter period that will terminate when all the Securities and New
     Securities covered by the Shelf Registration Statement have been sold
     pursuant to the Shelf Registration Statement (such period, the "Shelf
     Registration Period"). The Company shall be deemed not to have used its
     reasonable best efforts to keep the Shelf Registration Statement effective
     during the requisite period if it voluntarily takes any action that would
     result in Holders of Securities or New Securities, as applicable, covered
     thereby not being able to offer and sell such Securities or New Securities,
     as applicable, during that period, unless (A) such action is required by
     applicable law, or (B) such action is taken by the Company in good faith
     and for valid business reasons (not including avoidance of the Company's
     obligations hereunder), including the acquisition or divestiture of assets,
     so long as the Company promptly thereafter complies with the requirements
     of Section 4(k) hereof, if applicable.

     4. Additional Registration Procedures. In connection with any Shelf
Registration statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:

     (a) The Company shall:

        (i) furnish to you, not less than five Business Days prior to the filing
     thereof with the Commission, a draft copy of any Exchange Offer
     Registration Statement and any Shelf Registration Statement, and each
     amendment thereof and each amendment or supplement, if any, to the
     Prospectus included therein (including all documents incorporated by
     reference therein after the initial filing) and shall use its reasonable
     best efforts to reflect in each such document, when so filed with the
     Commission, such comments as you reasonably propose;

        (ii) include the information set forth in Annex A hereto on the inside
     front cover of the Prospectus included in the Exchange Offer Registration
     Statement, in Annex B hereto in the forepart of such Prospectus in a
     section setting forth details of the Registered Exchange Offer, in

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     Annex C hereto in the underwriting or plan of distribution section of such
     Prospectus and in Annex D hereto in the letter of transmittal delivered
     pursuant to the Registered Exchange Offer;

        (iii) if requested by an Initial Purchaser, include the information
     required by Item 507 or 508 of Regulation S-K, as applicable, in the
     Prospectus contained in the Exchange Offer Registration Statement; and

        (iv) in the case of a Shelf Registration Statement, include the names of
     the Holders that propose to sell Securities or New Securities, as
     applicable, pursuant to the Shelf Registration Statement as selling
     security holders; provided that the Company shall not be required to
     supplement or amend a Shelf Registration Statement after it has been
     declared effective by the Commission more than once per quarterly period to
     reflect additional Holders.

     (b) The Company shall ensure that:

        (i) any Registration Statement and any amendment thereto and any
     Prospectus forming part thereof and any amendment or supplement thereto
     shall comply in all material respects with the Act;

        (ii) any Registration Statement and any amendment thereto shall not,
     when it becomes effective, contain an untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; and

        (iii) any Prospectus included in any Registration Statement, and any
     amendment or supplement to any such Prospectus, shall not include an untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements therein, in light of the circumstances under
     which they were made, not misleading.

     (c) The Company shall advise you, the Holders of Securities and New
Securities, as applicable, covered by any Shelf Registration Statement and any
Exchanging Dealer under any Exchange Offer Registration Statement that has
provided in writing to the Company a telephone or facsimile number and address
for notices, and, if requested by you or any such Holder or Exchanging Dealer,
shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v)
hereof shall be accompanied by an instruction to suspend the use of the
Prospectus until the Company shall have remedied the basis for such suspension):

        (i) when a Registration Statement and any amendment thereto has been
     filed with the Commission and when the Registration Statement or any
     post-effective amendment thereto has become effective;

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        (ii) of any request by the Commission after the effective date of such
     Registration Statement for any amendment or supplement to the Registration
     Statement or the Prospectus or for additional information in connection
     with the Registration Statement;

        (iii) of the issuance by the Commission of any stop order suspending the
     effectiveness of the Registration Statement or the initiation of any
     proceedings for that purpose;

        (iv) of the receipt by the Company of any notification with respect to
     the suspension of the qualification of the securities included therein for
     sale in any jurisdiction or the initiation of any proceeding for such
     purpose; and

        (v) of the happening of any event that requires any change in the
     Registration Statement or the Prospectus so that, as of such date, the
     statements therein are not misleading and do not omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein (in the case of the Prospectus, in the light of the circumstances
     under which they were made) not misleading; provided, that such
     notification need not specifically identify such event if notification of
     the event would, in the reasonable judgment of the Company, involve
     disclosure of confidential, non-public information.

     (d) The Company shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

     (e) The Company shall furnish to each Holder of securities covered by any
Shelf Registration Statement, without charge, at least one copy of the effective
Shelf Registration Statement and any post-effective amendment thereto and, if
the Holder so requests in writing, all material incorporated therein by
reference and all exhibits thereto.

     (f) The Company shall, during the Shelf Registration Period, deliver to
each Holder of securities covered by a Shelf Registration Statement, without
charge, as many copies of the Prospectus (including each preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request. The Company consents to the use
of the Prospectus or any amendment or supplement thereto by each of the Holders
in connection with the offering and sale of the securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement in accordance with applicable law and the terms hereof.

     (g) The Company shall furnish to each Exchanging Dealer which so requests,
without charge, at least one copy of the Exchange Offer Registration Statement
and any post-effective amendment thereto, including all material incorporated by
reference therein, and, if the Exchanging Dealer so requests in writing, all
exhibits thereto (including exhibits incorporated by reference therein).

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     (h) The Company shall promptly deliver to each Initial Purchaser, each
Exchanging Dealer and each other Person required to deliver a Prospectus during
the Exchange Offer Registration Period, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such Person may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by any Initial Purchaser, any Exchanging Dealer and any such other
Person that may be required to deliver a Prospectus following the Registered
Exchange Offer in connection with the offering and sale of the New Securities
covered by the Prospectus, or any amendment or supplement thereto, included in
the Exchange Offer Registration Statement in accordance with applicable law and
the terms hereof.

     (i) Prior to the Registered Exchange Offer or any other offering of
securities pursuant to any Registration Statement, the Company shall arrange, if
necessary, for the qualification of the Securities and the New Securities for
sale under the laws of such jurisdictions as any Holder shall reasonably request
and will maintain such qualification in effect so long as required, and shall do
any and all other acts or things necessary or advisable to enable the offer and
sale of the securities covered by such Registration Statement in such
jurisdictions; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not then so qualified or
to take any action that would subject it to general service of process in any
such jurisdiction where it is not then so subject or subject itself to taxation
in excess of a nominal dollar amount in any jurisdiction in which it is not then
so subject.

     (j) The Company shall cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Securities and New
Securities to be issued or sold pursuant to any Registration Statement free of
any restrictive legends and in such denominations and registered in such names
as the Holders may request.

     (k) Upon the occurrence of any event contemplated by subsections (c)(ii)
through (v) above, the Company shall promptly prepare a post-effective amendment
to the applicable Registration Statement or an amendment or supplement to the
related Prospectus or file any other required document so that, as thereafter
delivered to purchasers of the securities included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, that, during the Exchange
Offer Registration Period, the Company shall not be required to amend or
supplement a Registration Statement or Prospectus, in the event that, and for a
period not to exceed 60 days in any consecutive 12-month period, the Company
determines in good faith that the disclosure of any such event would be
materially adverse to the Company or otherwise relates to a pending business
transaction that has not yet been publicly disclosed. In any such circumstances,
the period of effectiveness of the Exchange Offer Registration Statement
provided for in Section 2 and the Shelf Registration Statement provided for in
Section 3 shall each be extended by the number of days from and including the
date of the giving of a notice of suspension pursuant to Section 4(c) to and
including the date when the Initial Purchasers, the Holders of the Securities
and any known Exchanging Dealer shall have received such amended or

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supplemented Prospectus pursuant to this Section. As soon as practicable
following receipt of notice from the Company in accordance with Section 4(c),
each Holder of Securities or New Securities and each Exchanging Dealer agree to
suspend the use of the Prospectus until such Holder or Exchanging Dealer
receives copies of the amended or supplemented Prospectus contemplated by this
subsection (k), or until it is advised in writing by the Company that the use of
the applicable Prospectus may be resumed.

     (l) Not later than the effective date of any Registration Statement, the
Company shall provide a CUSIP number for the Securities or the New Securities,
as the case may be, registered under such Registration Statement and provide the
Trustee with printed certificates for such Securities or New Securities, in a
form eligible for deposit with The Depository Trust Company.

     (m) The Company shall comply with all applicable rules and regulations of
the Commission and shall make generally available to its security holders as
soon as practicable after the effective date of the applicable Registration
Statement an earnings statement satisfying the provisions of Section 11(a) of
the Act.

     (n) The Company shall cause the Indenture to be qualified under the Trust
Indenture Act in a timely manner.

     (o) The Company may require each Holder of securities to be sold pursuant
to any Shelf Registration Statement to furnish to the Company such information
regarding the Holder and the distribution of such securities as the Company may
from time to time reasonably require for inclusion in such Registration
Statement, and each such Holder shall promptly furnish to the Company any
additional information required in order to make the information previously
disclosed to the Company under this subsection (o) not misleading. The Company
may exclude from such Shelf Registration Statement the securities of any Holder
that fails to furnish such information within a reasonable time after receiving
such request.

     (p) In the case of any Shelf Registration Statement, the Company shall
enter into such agreements and take all other appropriate actions (including if
reasonably requested an underwriting agreement with such underwriters and in
such form as is reasonably satisfactory to the Company) in order to expedite or
facilitate the registration or the disposition of the securities to be
registered under such Shelf Registration Statement, and in connection therewith,
if an underwriting agreement is entered into, cause the same to contain
indemnification provisions and procedures no less favorable than those set forth
in Section 6 (or such other provisions and procedures acceptable to the Majority
Holders and the Managing Underwriters, if any, with respect to all parties to be
indemnified pursuant to Section 6).

     (q) In the case of any Shelf Registration Statement, the Company shall:

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        (i) make reasonably available for inspection by the Holders of
     securities to be registered thereunder, any underwriter participating in
     any disposition pursuant to such Registration Statement, and any attorney,
     accountant or other agent retained by the Holders or any such underwriter
     all relevant financial and other records, pertinent corporate documents and
     properties of the Company and its subsidiaries during normal business hours
     at the offices where such information is normally kept, which inspection
     provided for in subsection (q)(i) and (ii) shall be coordinated by one
     counsel designated by such parties as described in Section 5 hereof;

        (ii) cause the Company's officers, directors and employees to supply all
     relevant information reasonably requested by the Holders or any such
     underwriter, attorney, accountant or agent in connection with any such
     Registration Statement as is customary for similar due diligence
     examinations during normal business hours at the offices where such
     information is normally kept; provided, however, that any information that
     is designated by the Company, in good faith, as confidential at the time of
     delivery of such information shall be kept confidential by the Holders or
     any such underwriter, attorney, accountant or agent, unless such disclosure
     is made in connection with a court proceeding or required by law, or such
     information becomes available to the public generally through no fault of
     the Holder or through a third party without an accompanying obligation of
     confidentiality; provided, further, that prior notice shall be provided as
     soon as practicable to the Company of the potential disclosure of any
     information pursuant to the foregoing proviso to permit the Company to
     obtain a protective order or to take other appropriate action to prevent
     the disclosure of such information;

        (iii) make such representations and warranties to the Holders of
     securities registered thereunder and the underwriters, if any, as are
     customarily made by issuers to underwriters in primary underwritten
     offerings and covering matters including, but not limited to, those set
     forth in the Purchase Agreement, in form and substance as is reasonably
     satisfactory to the Company;

        (iv) obtain opinions of counsel to the Company and updates thereof
     (which counsel and opinions (in form, scope and substance) shall be
     reasonably satisfactory to the Managing Underwriters, if any) addressed to
     each selling Holder and the underwriters, if any, covering such matters as
     are customarily covered in opinions requested in underwritten offerings and
     such other matters as may be reasonably requested by such Holders and
     underwriters;

        (v) obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired or to be acquired by the Company for
     which financial statements and financial data are, or are required to be,
     included in the Registration Statement), addressed to each selling Holder
     of securities registered thereunder and the underwriters, if any, in
     customary form and covering matters of the type customarily covered in
     "cold comfort" letters in connection with primary underwritten offerings;
     and

                                       13
<PAGE>   14

        (vi) deliver such documents and certificates as may be reasonably
     requested by the Majority Holders and the Managing Underwriters, if any,
     including those to evidence compliance with Section 4(k) and with any
     customary conditions contained in the underwriting agreement or other
     agreement entered into by the Company, in form and substance as is
     reasonably satisfactory to the Company.

     The actions set forth in clauses (iii), (iv), (v) and (vi) of this
subsection shall be performed at (A) the effectiveness of such Registration
Statement and each post-effective amendment thereto; and (B) each closing under
any underwriting or similar agreement as and to the extent required thereunder.

     (r) In the case of any Exchange Offer Registration Statement, if reasonably
requested by an Initial Purchaser in order to perfect a due diligence defense
under applicable securities laws, the Company shall:

        (i) make reasonably available for inspection by such Initial Purchaser,
     and any attorney, accountant or other agent retained by such Initial
     Purchaser, all relevant financial and other records, pertinent corporate
     documents and properties of the Company and its subsidiaries during normal
     business hours at the offices where such information is normally kept,
     which inspection provided for in subsection (r)(i) and (ii) shall be
     coordinated by one counsel designated by such parties as described in
     Section 5 hereof;

        (ii) cause the Company's officers, directors and employees to supply all
     relevant information reasonably requested by such Initial Purchaser or any
     such attorney, accountant or agent in connection with any such Registration
     Statement as is customary for similar due diligence examinations during
     normal business hours at the offices where such information is normally
     kept; provided, however, that any information that is designated by the
     Company, in good faith, as confidential at the time of delivery of such
     information shall be kept confidential by such Initial Purchaser or any
     such attorney, accountant or agent, unless such disclosure is made in
     connection with a court proceeding or required by law, or such information
     becomes available to the public generally through no fault of such Initial
     Purchaser or through a third party without an accompanying obligation of
     confidentiality; provided, further, that prior notice shall be provided as
     soon as practicable to the Company of the potential disclosure of any
     information pursuant to the foregoing proviso to permit the Company to
     obtain a protective order or to take other appropriate action to prevent
     the disclosure of such information;

        (iii) make such representations and warranties to such Initial Purchaser
     as are customarily made by issuers to underwriters in primary underwritten
     offerings and covering matters including, but not limited to, those set
     forth in the Purchase Agreement, in form and substance reasonably
     satisfactory to the Company;

                                       14
<PAGE>   15

        (iv) obtain opinions of counsel to the Company and updates thereof
     (which counsel and opinions (in form, scope and substance) shall be
     reasonably satisfactory to such Initial Purchaser and its counsel,
     addressed to the Initial Purchasers, covering such matters as are
     customarily covered in opinions requested in underwritten offerings and
     such other matters as may be reasonably requested by the Initial Purchasers
     or their counsel;

        (v) obtain "cold comfort" letters and updates thereof from the
     independent certified public accountants of the Company (and, if necessary,
     any other independent certified public accountants of any subsidiary of the
     Company or of any business acquired or to be acquired by the Company for
     which financial statements and financial data are, or are required to be,
     included in the Registration Statement), addressed to the Initial
     Purchasers, in customary form and covering matters of the type customarily
     covered in "cold comfort" letters in connection with primary underwritten
     offerings, or if requested by the Initial Purchasers or their counsel in
     lieu of a "cold comfort" letter, an agreed-upon procedures letter under
     Statement on Auditing Standards No. 35, covering matters requested by the
     Initial Purchasers or their counsel; and

        (vi) deliver such documents and certificates as may be reasonably
     requested by the Initial Purchasers or their counsel, including those to
     evidence compliance with Section 4(k) and with conditions customarily
     contained in underwriting agreements, in form and substance reasonably
     satisfactory to the Company.

     The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of
this subsection shall be performed at the close of the Registered Exchange Offer
and the effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

     (s) If a Registered Exchange Offer is to be consummated, upon delivery of
the Securities by Holders to the Company (or to such other Person as directed by
the Company) in exchange for the New Securities, the Company shall mark, or
caused to be marked, on the Securities so exchanged that such Securities are
being canceled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.

     (t) The Company shall use its reasonable best efforts (i) if the Securities
have been rated prior to the initial sale of such Securities, to confirm such
ratings will apply to the Securities or the New Securities, as the case may be,
covered by a Registration Statement; or (ii) if the Securities were not
previously rated, to cause the Securities or the New Securities, as the case may
be, covered by a Registration Statement to be rated with at least one nationally
recognized statistical rating agency, if so requested by Majority Holders with
respect to the related Registration Statement or by any Managing Underwriters.

                                       15
<PAGE>   16

     (u) In the event that any Broker-Dealer shall underwrite any Securities or
New Securities or participate as a member of an underwriting syndicate or
selling group or "assist in the distribution" (within the meaning of the Rules
of Fair Practice and the By-Laws of the National Association of Securities
Dealers, Inc.) thereof, whether as a Holder of such Securities or New Securities
or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, the Company shall assist such Broker-Dealer in
complying with the requirements of such Rules and By- Laws, including, without
limitation, by:

        (i) if such Rules or By-Laws shall so require, engaging a "qualified
     independent underwriter" (as defined in such Rules) to participate in the
     preparation of the Registration Statement, to exercise usual standards of
     due diligence with respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or sales agent, to recommend the yield of such
     Securities;


        (ii) indemnifying any such qualified independent underwriter to the
     extent of the indemnification of underwriters provided in Section 6 hereof;
     and

        (iii) providing such information to such Broker-Dealer as may be
     required in order for such Broker-Dealer to comply with the requirements of
     such Rules.

     (v) The Company shall use its reasonable best efforts to take all other
steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement as
contemplated by, and in accordance with the terms of, this Agreement.

     (w) In the case of a Shelf Registration Statement, each Holder of
Securities or New Securities, as applicable, to be registered pursuant thereto
agrees by acquisition of such Securities or New Securities, as the case may be,
that, upon the occurrence of any event contemplated by subsections (c)(ii)
through (v) above during the period for which the Company is required to
maintain the effectiveness of the Shelf Registration Statement, such Holder
will, upon written notice thereof from the Company, discontinue disposition of
such Securities or New Securities, as applicable, under such Shelf Registration
Statement until such Holder's receipt of copies of the supplemented or amended
Prospectus contemplated in subsection (k) above, or until advised in writing by
the Company that the use of the applicable Prospectus may be resumed.

     5. Registration Expenses. The Company shall bear all expenses incurred in
connection with the performance of its obligations under Sections 2, 3 and 4
hereof (other than any underwriting discounts or commissions) and, in the case
of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith, and,
in the case of any Exchange Offer Registration Statement, will reimburse the
Initial Purchasers for the reasonable fees and disbursements of counsel acting

                                       16
<PAGE>   17

in connection therewith. Anything contained herein to the contrary
notwithstanding, the Company shall not have any obligation whatsoever in respect
of any underwriters' discounts or commissions, brokerage commissions, dealers'
selling concessions, transfer taxes or, except as otherwise expressly set forth
herein, any other selling expenses incurred in connection with the underwriting,
offering or sale of Securities or New Securities by or on behalf of any person.

     6. Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless each Holder of Securities or New Securities, as the case may
be, covered by any Registration Statement (including each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer), the directors, officers, employees and agents of each
such Holder and each Person who controls any such Holder within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement as originally filed or in any amendment
thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company shall not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any such Holder specifically for inclusion
therein; and provided, further, that with respect to any untrue statement or
omission of a material fact made in any preliminary Prospectus, the indemnity
agreement contained in this Section 6(a) shall not inure to the benefit of any
indemnified party under this indemnity agreement from whom the person asserting
any such loss, claim, damage or liability purchased the Securities or New
Securities concerned to the extent that any such loss, claim, damage or
liability of such party occurs under the circumstance where (i) the Company had
previously furnished copies of the Prospectus to such indemnified party in
accordance with the terms hereof and prior to the written confirmation of the
sale of such Securities or New Securities, as applicable, to such person, (ii)
to the extent required by applicable law, a copy of the final Prospectus was not
sent or given to such person at or prior to the written confirmation of the sale
of such Securities or New Securities, as applicable, to such person and (iii)
the untrue statement in or omission from the preliminary Prospectus was
corrected in the final Prospectus. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.

     The Company also agrees to indemnify or contribute as provided in Section
6(d) to Losses of each underwriter of Securities or New Securities, as the case
may be, registered under a Shelf Registration

                                       17
<PAGE>   18

Statement, their directors, officers, employees or agents and each Person who
controls such underwriter on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in
this Section 6(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 4(p)
hereof.

     (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company, each of its directors, each of its
officers who signs such Registration Statement and each Person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each such Holder, but only
with reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

     (c) Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses as determined by a court
of competent jurisdiction; and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. An indemnifying party will
not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment

                                       18
<PAGE>   19

with respect to any pending or threatened claim, action, suit or proceeding in
respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such
claim or action) unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding. An indemnifying party shall not be
liable under this Section 6 to any indemnified party regarding any settlement or
compromise or consent to the entry of judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such settlement,
compromise or consent is consented to by such indemnifying party, which consent
shall not be unreasonably withheld.

     (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party shall have a joint
and several obligation to contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which such indemnified party may be subject in such proportion as is appropriate
to reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial Placement
and the Registration Statement which resulted in such Losses; provided, however,
that in no case shall any Initial Purchaser or any subsequent Holder of any
Security or New Security be responsible, in the aggregate, for any amount in
excess of the purchase discount or commission applicable to such Security, or in
the case of a New Security, applicable to the Security that was exchangeable
into such New Security, as set forth on the cover page of the Final Memorandum,
nor shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such underwriter under the Registration Statement which resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions or alleged statements or omissions which resulted in
such Losses as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the sum of (x) the total
net proceeds from the Initial Placement (before deducting expenses) as set forth
on the cover page of the Final Memorandum and (y) the total amount of additional
interest which the Company was not required to pay as a result of registering
the securities covered by the Registration Statement which resulted in such
Losses. Benefits received by the Initial Purchasers shall be deemed to be equal
to the total purchase discounts and commissions as set forth on the cover page
of the Final Memorandum, and benefits received by any other Holders shall be
deemed to be equal to the value of receiving Securities or New Securities, as
applicable, registered under the Act. Benefits received by any underwriter shall
be deemed to be equal to the total underwriting discounts and commissions, as
set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by
reference to, among other things, whether any untrue statement or alleged untrue

                                       19
<PAGE>   20

statement or omission or alleged omission relates to information provided by the
indemnifying party, on the one hand, or by the indemnified party, on the other
hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
alleged untrue statement or omission or alleged omission. The parties agree that
it would not be just and equitable if contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section, each Person who controls a Holder within the meaning of either the
Act or the Exchange Act and each director, officer, employee and agent of such
Holder shall have the same rights to contribution as such Holder, and each
Person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

     (e) The provisions of this Section will remain in full force and effect,
regardless of any investigation made by or on behalf of any Holder or the
Company or any of the officers, directors or controlling Persons referred to in
this Section, and will survive the sale by a Holder of securities covered by a
Registration Statement.

     7. Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

     (b) No Person may participate in any underwritten offering pursuant to any
Shelf Registration Statement unless such Person (i) agrees to sell such Person's
Securities or New Securities, as the case may be, on the basis reasonably
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements; and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

     8. Additional Interest. The Company and the Initial Purchasers agree that
the Holders will suffer damages if the Company fails to fulfill its obligations
under Section 2 or Section 3 hereof, and that it is not feasible to ascertain
the extent of such damages. Accordingly, additional interest ("Additional
Interest") shall become payable in respect of the Securities and the New
Securities affected thereby, not as a penalty but as liquidated damages, if any
of the following events occurs (each such event described in clauses (i) through
(iii) below, a "Registration Default"):

                                       20
<PAGE>   21

        (i) in the event that the Company is permitted under the law and
     currently prevailing interpretations of the Commission's staff to effect
     the Registered Exchange Offer and (A) the Exchange Offer Registration
     Statement is not filed with the Commission on or prior to the 90th day
     following the Issue Date, (B) the Exchange Offer Registration Statement is
     not declared effective on or prior to the 180th day following the Issue
     Date, or (C) the Registered Exchange Offer is not consummated on or prior
     to the 225th day following the Issue Date;

        (ii) in the event the Company is required to file a Shelf Registration
     Statement and the Shelf Registration Statement (A) is not filed with the
     Commission on or prior to the date specified in Section 3, or (B) is not
     declared effective by the Commission on or prior to the date specified in
     Section 3; or

        (iii) after a Registration Statement is declared effective, (A) such
     Registration Statement ceases to be effective prior to the end of the
     Exchange Offer Registration Period or the Shelf Registration Period, as
     applicable, or (B) such Registration Statement or the related Prospectus
     ceases to be useable in connection with resales of the Securities or New
     Securities covered by such Registration Statement prior to the end of the
     Exchange Offer Registration Period or the Shelf Registration Period, as
     applicable (whether or not as a result of a determination by the Company in
     accordance with the proviso to Section 4(k)).

     In the event of a Registration Default under clause (i) or (ii) above,
Additional Interest shall accrue on each series of the Securities and New
Securities affected thereby over and above the interest rate set forth in the
title to such series of Securities and New Securities from and including the
next day following each such Registration Default, in each case at a rate equal
to 0.25% per annum. The Additional Interest attributable to a Registration
Default referred to in clause (i) or (ii) above shall cease to accrue once such
Registration Default is cured.

     In the event of a Registration Default under clause (iii) above, if the
aggregate number of days in any consecutive 12-month period for which the
Registration Statement shall not be usable exceeds 60 days in the aggregate,
then Additional Interest shall accrue on each series of Securities and New
Securities affected thereby over and above the interest rate set forth in the
title to such series of Securities and New Securities from and including the
next day following the 60th such day at a rate equal to 0.25% per annum;
provided, that the aggregate Additional Interest with respect to a series under
this Section 8 will in no event exceed 0.25% per annum. The Additional Interest
attributable to a Registration Default referred to in clause (iii) above shall
cease to accrue once such Registration Default is cured.

     The Company shall notify the Trustee within three Business Days after the
occurrence of a Registration Default, and Additional Interest shall be paid by
depositing with the Trustee, in trust for the benefit of the Holders entitled to
receive the Additional Interest, on or before the applicable semi-annual
interest payment date, immediately available funds in sums sufficient to pay the
Additional Interest then due.

                                       21
<PAGE>   22

The Additional Interest due shall be payable on each interest payment date to
the record Holder entitled to receive the interest payment to be paid on such
date as set forth in the Indenture.

     9. No Inconsistent Agreements. The Company has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to any of its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

     10. Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate principal
amount of each series of Securities (or, after the consummation of the
Registered Exchange Offer in accordance with Section 2 hereof, of each series of
New Securities); provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Company
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except the foregoing proviso), a waiver or
consent to a departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or New Securities,
as the case may be, are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders may be given
by the Holders of a majority of the aggregate principal amount of each series of
Securities or New Securities, as the case may be, being sold rather than
registered under such Registration Statement.

     11. Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail, telex,
telecopier or air courier guaranteeing overnight delivery:

     (a) if to a Holder, at the most current address given by such holder to the
Company in accordance with the provisions of this Section, which address
initially is, with respect to each Holder, the address of such Holder maintained
by the Registrar under the Indenture, with a copy in like manner to Salomon
Smith Barney Inc.;

     (b) if to you, initially at the respective addresses set forth in the
Purchase Agreement; and

     (c) if to the Company, initially at the Company's address set forth in the
Purchase Agreement, with a copy to Kirkland & Ellis, 200 East Randolph Street,
Chicago, IL 60601, attention: Keith S. Crow.

     All such notices and communications shall be deemed to have been duly given
when received.

     The Initial Purchasers or the Company by notice to the other parties may
designate additional or different addresses for subsequent notices or
communications.

                                       22
<PAGE>   23

     12. Successors. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties, including, without the
need for an express assignment or any consent by the Company thereto, subsequent
Holders of Securities and the New Securities. The Company hereby agrees to
extend the benefits of this Agreement to any Holder of Securities and the New
Securities, and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.

     13. Counterparts. This agreement may be in signed counterparts, each of
which shall be an original and all of which together shall constitute one and
the same agreement.

     14. Headings. The headings used herein are for convenience only and shall
not affect the construction hereof.

     15. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.

     16. Severability. In the event that any one of more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

     17. Securities Held by the Company, etc. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities or New
Securities is required hereunder, Securities or New Securities, as applicable,
held by the Company or its Affiliates (other than subsequent Holders of
Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

                            [signature page follows]

                                       23
<PAGE>   24

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Initial Purchasers.

                                                  Very truly yours,

                                                  KELLOGG COMPANY



                                                  By: /s/ Gary H. Pilnick
                                                     ---------------------------
                                                  Name:   Gary H. Pilnick
                                                  Title:  Vice President
                                                          Deputy General Counsel


The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

SALOMON SMITH BARNEY INC.
CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC


By: SALOMON SMITH BARNEY INC.



By: /s/ Barbara Wansbrough
   -----------------------------
Name:   Barbara Wansbrough
Title:  Vice President

For themselves and the Initial Purchasers

                                       24
<PAGE>   25

                                     ANNEX A

Each Broker-Dealer that receives New Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a Broker-Dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as defined herein) and ending on the close of business 180th day after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer for
use in connection with any such resale provided a Broker-Dealer has notified the
Company either in the Letter of Transmittal or otherwise within 20 days after
consummation of the Exchange Offer that it holds New Securities as a result of
market-making or other trading activities. See "Plan of Distribution".


<PAGE>   26

                                     ANNEX B

Each Broker-Dealer that receives New Securities for its own account in exchange
for Securities, where such Securities were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Securities. See "Plan of Distribution".


<PAGE>   27



                                     ANNEX C

                              PLAN OF DISTRIBUTION

     Each Broker-Dealer that receives New Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business on the
180th day after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale provided a Broker-Dealer has notified the Company either in the Letter of
Transmittal or otherwise within 20 days after consummation of the Exchange Offer
that it holds New Securities as a result of market-making or other trading
activities.

     The Company will not receive any proceeds from any sale of New Securities
by Brokers-Dealers. New Securities received by Broker-Dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Securities or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
Broker-Dealer and/or the purchasers of any such New Securities. Any
Broker-Dealer that resells New Securities that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

     For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any Broker-Dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the Securities (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

     [If applicable, add information required by Items 507 and 508 of Regulation
S-K.]




<PAGE>   28


                                     ANNEX D

RIDER A

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS SECURITIES ACQUIRED AS A
     RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10
     ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
     SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW SECURITIES
     RECEIVED IN EXCHANGE FOR SUCH SECURITIES.

     Name:
          ----------------------

     Address:
             ----------------------------

     Area Code and Telephone Number:                Contact Person:
                                    --------------                 -------------

RIDER B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has not entered into any arrangements or understandings with any Person
to participate in a distribution of the New Securities. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange
for Securities, it represents that the Securities to be exchange for New
Securities were acquired by it as a result of market- making activities or other
trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

The Company has agreed that, starting on the Expiration Date (as defined herein)
and ending on the close of business 180th day after the Expiration Date, it will
make this Prospectus available to any Broker-Dealer for use in connection with
any such resale provided a Broker-Dealer has notified the Company either in the
Letter of Transmittal or otherwise within 20 days after consummation of the
Exchange Offer that it holds New Securities as a result of market-making or
other trading activities. See "Plan of Distribution".