<PAGE>
                                                                     EXHIBIT 4.3

                             THE KELLOGG COMPANY --
            BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS
                          SAVINGS AND INVESTMENT PLAN


                     (AS RESTATED EFFECTIVE JANUARY 1, 1997
                    WITH AMENDMENTS THROUGH JANUARY 1, 2002)
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                   <C>
PREAMBLE...........................................................................................    1

ARTICLE I..........................................................................................    2
    AMENDMENT AND RESTATEMENT; MERGER..............................................................    2
         1.1    RESTATEMENT........................................................................    2
         1.2    PRINTERS MERGERS...................................................................    2
         1.3    MUNCY MERGER.......................................................................    2
         1.4    TAX REFORM ACT OF 1986 COMPLIANCE..................................................    3

ARTICLE II.........................................................................................    4
    DEFINITIONS....................................................................................    4
         2.1    ACCOUNTS...........................................................................    4
         2.2    ACCRUED BENEFIT....................................................................    6
         2.3    ACTIVE PARTICIPANT.................................................................    6
         2.4    ADMINISTRATIVE COMMITTEE...........................................................    6
         2.5    AUTHORIZED LEAVE OF ABSENCE........................................................    6
         2.6    BENEFICIARY........................................................................    6
         2.7    BOARD OF DIRECTORS.................................................................    6
         2.8    CHAIRMAN OF THE BOARD..............................................................    7
         2.9    CODE...............................................................................    7
         2.10   COMPANY............................................................................    7
         2.11   COMPENSATION.......................................................................    7
         2.12   COMPENSATION REDUCTION ELECTION....................................................    9
         2.13   DISABILITY.........................................................................    9
         2.14   ELIGIBILITY COMPUTATION PERIOD.....................................................    9
         2.15   ELIGIBLE EMPLOYEE..................................................................   10
         2.16   EMPLOYEE...........................................................................   10
         2.17   EMPLOYEE AFTER-TAX CONTRIBUTIONS...................................................   10
         2.18   EMPLOYER...........................................................................   10
         2.19   EMPLOYER CONTRIBUTIONS.............................................................   10
         2.20   ENTRY DATE.........................................................................   11
         2.21   ERISA..............................................................................   11
         2.22   FINANCE COMMITTEE..................................................................   11
         2.23   FORFEITURE.........................................................................   11
         2.24   HARDSHIP...........................................................................   11
         2.25   HIGHLY COMPENSATED EMPLOYEE........................................................   12
         2.26   HOUR OF SERVICE....................................................................   14
</TABLE>


                                                                               i
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
<TABLE>
<S>                                                                                                   <C>
         2.27   NORMAL RETIREMENT DATE.............................................................   16
         2.28   PARENTAL LEAVE.....................................................................   16
         2.29   PARTICIPANT........................................................................   16
         2.30   PLAN...............................................................................   17
         2.31   PLAN YEAR..........................................................................   17
         2.32   QUALIFIED JOINT AND SURVIVOR ANNUITY...............................................   17
         2.33   QUALIFIED PRERETIREMENT SURVIVOR ANNUITY...........................................   17
         2.34   RELATED COMPANY....................................................................   17
         2.35   RELATED PLAN.......................................................................   18
         2.36   REQUIRED BEGINNING DATE............................................................   18
         2.37   ROLLOVER CONTRIBUTION..............................................................   19
         2.38   SINGLE LIFE ANNUITY................................................................   19
         2.39   TERMINATION OF EMPLOYMENT..........................................................   20
         2.40   TRUST..............................................................................   20
         2.41   TRUST AGREEMENT....................................................................   20
         2.42   TRUST FUND.........................................................................   20
         2.43   TRUSTEE............................................................................   20
         2.44   UNION..............................................................................   20
         2.45   VALUATION DATE.....................................................................   20
         2.46   "YEAR OF ELIGIBILITY SERVICE.......................................................   21

ARTICLE III........................................................................................   22
    PARTICIPATION..................................................................................   22
         3.1    PARTICIPATION......................................................................   22
         3.2    CERTIFICATION OF PARTICIPATION AND COMPENSATION TO COMMITTEE.......................   22
         3.3    PARTICIPATION UPON RE-EMPLOYMENT...................................................   23
         3.4    LEASED EMPLOYEE....................................................................   23
         3.5    LEAVE OF ABSENCE...................................................................   24

ARTICLE IV.........................................................................................   25
    CONTRIBUTION...................................................................................   25
         4.1    EMPLOYER MATCHING CONTRIBUTIONS....................................................   25
         4.2    BEFORE-TAX CONTRIBUTIONS...........................................................   26
         4.3    ORDER OF APPLICATION OF LIMITATIONS OF SECTIONS 4.2(C)(1). 4.2(C)(2), AND 5.1......   33
         4.4    SPECIAL SECTION 401(K) CONTRIBUTIONS...............................................   34
         4.5    EMPLOYEE AFTER-TAX CONTRIBUTIONS...................................................   34
         4.6    ROLLOVER CONTRIBUTIONS.............................................................   36
         4.8    DETERMINATION AND AMOUNT OF EMPLOYER CONTRIBUTIONS.................................   36
         4.9    VESTING............................................................................   37
         4.9    MILITARY SERVICE...................................................................   37
</TABLE>


                                                                              ii
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
<TABLE>
<S>                                                                                                   <C>
ARTICLE V..........................................................................................   38
    LIMITATIONS ON CONTRIBUTIONS...................................................................   38
         5.1    LIMITATIONS ON CONTRIBUTIONS.......................................................   38

ARTICLE VI.........................................................................................   42
    TRUSTEE AND TRUST FUND.........................................................................   42
         6.1    TRUST AGREEMENT....................................................................   42
         6.2    SELECTION OF TRUSTEE...............................................................   42
         6.3    TRUSTEE'S DUTIES...................................................................   42
         6.4    TRUST EXPENSES.....................................................................   42
         6.5    TRUST ENTITY.......................................................................   42
         6.6    SEPARATE ACCOUNT...................................................................   43
         6.7    INVESTMENT FUNDS...................................................................   43
         6.8    TRUST INCOME.......................................................................   44
         6.9    CORRECTION OF ERROR................................................................   45
         6.10   RIGHT OF THE EMPLOYERS TO TRUST ASSETS.............................................   45
         6.11   VOTING OF SHARES IN KELLOGG COMPANY STOCK FUND.....................................   45

ARTICLE VII........................................................................................   47
    BENEFITS.......................................................................................   47
         7.1    PAYMENT OF BENEFITS IN GENERAL.....................................................   47
         7.2    PAYMENT OF ACCRUED BENEFIT ON TERMINATION OF EMPLOYMENT............................   48
         7.3    PAYMENT OF ACCRUED BENEFIT ON ACCOUNT OF DEATH.....................................   54
         7.4    PARTICIPANT WITHDRAWALS............................................................   57
         7.5    DEADLINE FOR PAYMENT OF BENEFITS...................................................   61
         7.6    SPOUSAL CONSENTS...................................................................   61
         7.7    FACILITY OF PAYMENT................................................................   62
         7.8    FORM OF PAYMENT....................................................................   62
         7.9    LUMP SUM PAYMENT WITHOUT ELECTION..................................................   62
         7.10   REQUIRED MINIMUM DISTRIBUTIONS TO PARTICIPANTS.....................................   63
         7.11   REQUEST FOR WITHDRAWAL OR DISTRIBUTION.............................................   65
         7.12   DEDUCTION OF TAXES FROM AMOUNTS PAYABLE............................................   65
         7.13   IMPROPER PAYMENT OF BENEFITS.......................................................   65
         7.14   DIRECT ROLLOVER....................................................................   65
         7.15   LOANS TO PARTICIPANTS..............................................................   67

ARTICLE VIII.......................................................................................   71
    ADMINISTRATION.................................................................................   71
         8.1    ESTABLISHMENT OF COMMITTEES........................................................   71
         8.2    COMMITTEE DUTIES...................................................................   71
         8.3    COMMITTEE MEMBERSHIP...............................................................   73
</TABLE>


                                                                             iii
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
<TABLE>
<S>                                                                                                   <C>
         8.4    COMMITTEE STRUCTURE................................................................   74
         8.5    COMMITTEE ACTIONS..................................................................   74
         8.6    COMMITTEE LIABILITY................................................................   74
         8.7    COMMITTEE BONDING..................................................................   74
         8.8    ALLOCATIONS AND DELEGATIONS OF RESPONSIBILITY......................................   75
         8.9    INFORMATION TO BE SUPPLIED BY EMPLOYERS............................................   76
         8.10   RECORDS............................................................................   76
         8.11   FIDUCIARY CAPACITY.................................................................   76
         8.12   COMPANY AS AGENT...................................................................   76
         8.13   FIDUCIARY RESPONSIBILITY...........................................................   76

ARTICLE IX.........................................................................................   78
    CLAIMS PROCEDURE...............................................................................   78
         9.1    INITIAL CLAIM FOR BENEFITS.........................................................   78
         9.2    REVIEW OF CLAIM DENIAL.............................................................   78

ARTICLE X..........................................................................................   80
    AMENDMENT AND TERMINATION OF THE PLAN..........................................................   80
         10.1   DURATION...........................................................................   80
         10.2   AMENDMENT..........................................................................   80
         10.3   TERMINATION........................................................................   81
         10.4   PAYMENT UPON TERMINATION...........................................................   81

ARTICLE XI.........................................................................................   83
    MISCELLANEOUS PROVISIONS.......................................................................   83
         11.1   EMPLOYER JOINDER AND WITHDRAWAL....................................................   83
         11.2   PLAN MERGER........................................................................   83
         11.3   NON-ALIENATION OF BENEFITS.........................................................   83
         11.4   QUALIFIED DOMESTIC RELATIONS ORDER.................................................   84
         11.5   UNCLAIMED AMOUNT...................................................................   87
         11.6   NO CONTRACT OF EMPLOYMENT..........................................................   87
         11.7   REDUCTION FOR OVERPAYMENT..........................................................   87
         11.8   EMPLOYEES' TRUST...................................................................   88
         11.9   SOURCE OF BENEFITS.................................................................   88
         11.10  LIMITATION ON LIABILITY............................................................   88
         11.11  COMPANY MERGER.....................................................................   88
         11.12  GENDER AND NUMBER..................................................................   88
         11.13  HEADINGS...........................................................................   88
         11.14  UNIFORM AND NONDISCRIMINATORY APPLICATION OF PROVISIONS............................   89
         11.15  INVALIDITY OF CERTAIN PROVISIONS...................................................   89
         11.16  LAW GOVERNING......................................................................   89
</TABLE>


                                                                              iv
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                                    PREAMBLE

      Kellogg Company and the American Federation of Grain Millers (AFL-CIO),
Locals #3 of Battle Creek, Michigan; #252 of Memphis, Tennessee; #50 of Omaha,
Nebraska; #211 of San Leandro, California; and #374 of Lancaster, Pennsylvania,
have negotiated a Master Agreement and, pursuant to those negotiations, have
mutually concurred upon a retirement plan for the benefit of the Employees of
the Employer who are represented by the aforementioned Locals. The Plan has been
amended and restated from time to time since July 12, 1948. The Plan was last
amended and restated effective November 1, 1989; since that time, the Plan has
been amended six times. The Plan as amended and restated effective November 1,
1989 is now being restated effective as of January 1, 1997, to reflect the six
amendments made to it since it was last amended. The amended and restated plan
is intended to comply with the Internal Revenue Service Community Reconciliation
Act of 2000, the Internal Revenue Service Restructuring and Reform Act of 1998,
the Taxpayer Relief Act of 1997, the Small Business Job Protection Act of 1996,
the Uniformed Services Employment and Reemployment Rights Act of 1994, and the
Uruguay Round Agreements Act of 1994, as of the dates these laws and the
regulations implementing these laws, are effective with respect to the Plan.

      Effective November 1, 1999, the name of the Plan was changed to The
Kellogg Company -- Bakery, Confectionery, Tobacco Workers and Grain Millers
Savings and Investment Plan (hereinafter referred to as the "Plan"). The
following provisions set forth the terms of this Plan, as restated.


                                                                               1
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                                   ARTICLE I

                              RESTATEMENT; MERGER

      1.1 RESTATEMENT. The Kellogg Company American Federation of Grain Millers
Savings and Investment Plan as Amended and Restated effective November 1, 1989,
as subsequently amended by Amendments No. 1 through 6, is hereby restated
effective January 1, 1997 to reflect those six amendments. Effective November 1,
1999 the name of the Plan was changed to The Kellogg Company -- Bakery,
Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan
(the "Plan"). The Plan is intended to be a profit sharing plan. A specific
provision of this Plan shall apply only to an employee who terminates employment
with an Employer on or after the effective date of such provision. The benefit
payable to or on behalf of a Participant included under the Plan in accordance
with the following provisions shall not be affected by the terms of any
amendment to the Plan adopted after such Participant's employment terminates,
unless the amendment expressly provides otherwise.

      1.2 PRINTERS MERGERS. Effective as of May 1, 1990, pursuant to
negotiations between Kellogg Company and the Printing Specialties and Paper
Products Union Local #480 Battle Creek, Michigan and with the consent of the
American Federation of Grain Millers (AFL-CIO), The Kellogg Company Printing
Specialties and Paper Products Union, Local 480 Savings and Investment Plan (the
"Printers Plan") was merged into this Plan. The provisions of the Plan apply to
persons who were participants under the Printers Plan on April 30, 1990 and who
continued in the employ of the Employer on and after May 1, 1990 and were
represented by the American Federation of Grain Millers on or after such date.

      1.3 MUNCY MERGER. Effective March 1, 1990, Local #401 of Muncy,
Pennsylvania of the American Federation of Grain Millers (AFL-CIO) was
recognized and Local #401 and The Kellogg Company have negotiated a separate
Agreement and, pursuant to those negotiations, have mutually agreed that
Employees of the Employer who are represented by Local #401 should participant
in the Plan. Effective November 1, 1990, the account balances of the Muncy
Participants were transferred from The Kellogg Company Salaried Savings and
Investment Plan to the Plan. Except as otherwise provided for herein after such
date the Plan shall be fully applicable to Muncy Participants.


                                                                               2
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      1.4 TAX REFORM ACT OF 1986 COMPLIANCE. To the extent necessary to conform
the provisions of the Plan and the Printers Plan to those requirements of the
Tax Reform Act of 1986, subsequent legislation and regulatory pronouncements
that were first effective on or after November 1, 1987 and before November 1,
1989, those provisions which were required to be effective earlier in order for
the Plan and the Printers Plan to maintain their tax-qualified status shall be
effective on such earlier date as required by law.


                                                                               3
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                                   ARTICLE II

                                  DEFINITIONS

      The following terms whenever used in the following capitalized form shall
have the meaning set forth below, unless the context clearly indicates
otherwise:

      2.1 "ACCOUNTS" means the following separate Accounts consisting of the
amounts described below, plus income and gains and less expenses and losses
attributable thereto, and reduced by any distributions therefrom:

            (a) An "Employee After-Tax Account" consisting of:

                  (1) Employee After-Tax Contributions made to the Plan after
            October 31, 1978 and prior to January 1, 1987, and

                  (2) Employee After-Tax Contributions made to the Plan after
            January 1, 1987.

            An Employee After-Tax Account shall be comprised of Part A and Part
      B. Part A shall equal the contributions made by a Participant and not
      exceeding five percent (5%) of wages and all withdrawals, income, gains
      and losses attributable thereto. Part B shall equal Participant
      contributions in excess of five percent (5%) of his wages and all
      withdrawals, income, gains and losses attributable thereto.

            (b) A "Before-Tax Account" consisting of Before-Tax Contributions
      and Special Section 401(k) Contributions. A Before-Tax Account shall be
      comprised of Part A and Part B. Part A shall equal the contributions made
      by the Company on behalf of the Participant which do not exceed five
      percent (5%) of wages, and all withdrawals, income, gains and losses
      attributable thereto. Part B shall equal contributions in excess of five
      percent (5%) of his wages and all withdrawals, income, gains and losses
      attributable thereto.

            (c) A "Company Account," as follows:


                                                                               4
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  (1) Through August 2, 1998, the Company Account consisted of
            Employer Matching Contributions, and was comprised of two parts as
            follows:

                        (A) "Part A" consisting of all Employer Matching
                  Contributions for Plan Years prior to October 18, 1981 plus
                  five-sevenths (5/7ths) of Employer Matching Contributions for
                  Plan Years commencing from October 19, 1981 and before October
                  4, 1987, plus five-eighths (5/8ths) of Employer Matching
                  Contributions contributed subsequent to October 4, 1987, plus
                  two-sevenths (2/7ths) of Employer Matching Contributions for
                  Plan Years commencing after October 17, 1984 and before
                  October 4, 1987 and two-eighths (2/8ths) of Employer Matching
                  Contributions for Plan Years subsequent to October 4, 1987;
                  and

                        (B) "Part C" consisting of one-eighth (1/8th) of
                  Employer Matching Contributions for Plan Years commencing
                  after October 4, 1987.

                  (2) Effective from and after August 3, 1998, .the Company
            Account consists of Parts A and C as described in (1) above, and
            also of the following subaccounts:

                        (A) a "Company Profit Sharing Elective Cash Account"
                  consisting of all elective cash credited to the Participant as
                  of October 31, 1978.

                        (B) an "Employee Profit Sharing Account" consisting of
                  employee contributions for Plan Years commencing before
                  November 1, 1978.

                        (C) a "Company Deferred Profit Sharing Account"
                  consisting of all contributions by an Employer (other than
                  elective cash) and net withdrawal credits for Plan Years
                  commencing before November 1, 1978.

            (d) A "Rollover Account" consisting of Rollover Contributions.

      For Participants who formerly participated in The Kellogg Company Printing
Specialties and Paper Products Union, Local 480 Savings and Investment Plan,
their accounts under such


                                                                               5
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
plan shall be transferred to this Plan effective May 1, 1990 and shall
constitute the beginning balance in the Participant's comparable Accounts under
this Plan.

      2.2   "ACCRUED BENEFIT" means a Participant's total interest in the Trust
composed of his Accounts. The value of an Accrued Benefit at any time during any
Plan Year shall be its value as adjusted on the coinciding or immediately
preceding Valuation Date.

      2.3   "ACTIVE PARTICIPANT" means: (a) with respect to Employer Matching
Contributions and Special Section 401(k) Contributions, a Participant who is an
Eligible Employee employed by an Employer and who has completed a one (1) Year
of Eligibility Service; and (b) with respect to Employee After-Tax
Contributions, Before-Tax Contributions and the non-discrimination rules set
forth in Sections 4.1(c) and 4.2(c)(2), a Participant who is an Eligible
Employee employed by an Employer; in each case subject to the provisions of
Section 3.3.

      2.4   "ADMINISTRATIVE COMMITTEE" means the administrative committee
appointed pursuant to Section 8.1 to administer the Plan.

      2.5   "AUTHORIZED LEAVE OF ABSENCE" means any absence authorized by an
Employer under the Employer's standard personnel practices. An absence due to
service in the Armed Forces of the United States shall be considered an
Authorized Leave of Absence provided that the Employee returns to employment
with the Employer with re-employment rights provided by law.

      Notwithstanding any provision of this Plan to the contrary, contributions,
benefits, and service credit with respect to qualified military service will be
provided in accordance with Section 414(u) of the Code.

      2.6   "BENEFICIARY" means any person designated by a Participant to
receive death benefits under the Plan.

      2.7   "BOARD OF DIRECTORS" means the board of directors of Kellogg
Company.


                                                                               6
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      2.8   "CHAIRMAN OF THE BOARD" means the chairman of the Board of Directors
of Kellogg Company.

      2.9   "CODE" means the Internal Revenue Code of 1986, as amended, or any
succeeding Internal Revenue Code, and references to sections thereof shall be
deemed to include any such sections as amended, modified or renumbered.

      2.10  "COMPANY" means Kellogg Company or any successor corporation by
merger, consolidation, purchase or otherwise, which elects to adopt the Plan and
the Trust.

      2.11  "COMPENSATION" means the amounts below:

            (a) Except as provided in (b) or (c), Compensation means the total
      wages (as defined in Section 3401(a) of the Code for purposes of income
      tax withholding at the source but determined without regard to any rules
      that limit the remuneration included in wages based on the nature or
      location of the employment or the services performed) paid to an Employee
      by an Employer for services rendered or while the Employee is on a paid
      Authorized Leave of Absence (but not during any period of Disability),
      increased by any elective contributions that are made by the Employer on
      behalf of the Employee that are not includable in income under Sections
      125 or 402(a)(8) (402(e)(3) as of January 1, 1993) of the Code, and
      excluding reimbursements or other expense allowances, fringe benefits
      (cash and noncash), moving expenses, deferred compensation and welfare
      benefits. Notwithstanding the foregoing, Compensation shall include
      severance payments and pay in lieu of vacation, but severance pay under
      the ad hoc program negotiated September 28, 1995 shall be excluded.
      Furthermore, Compensation shall not include severance pay that Employees
      received under the Battle Creek South Plant Program, a voluntary program
      consisting of an enhanced retirement option and severance option that was
      offered on September 22, 1999 to certain Employees who would be eligible
      to retire as of December 31, 2005 under The Kellogg Company -- Bakery,
      Confectionery, Tobacco Workers and Grain Millers Pension Plan ("Battle
      Creek South Plant Program").

            (b) For purposes of determining the limitations under Article V,
      Compensation means total wages (as defined in Section 3401(a) of the Code
      for purposes of income tax withholding at the source but determined
      without regard to any rules that limit the


                                                                               7
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      remuneration included in wages based on the nature or location of the
      employment or the services performed) paid to an Employee by an Employer
      and any Related Company for the Plan Year, increased by elective
      contributions that are made by the Employer or a Related Company on behalf
      of the Employee that are not includable in income under Section 125 or
      402(a)(8) (402(e)(3) (as of January 1, 1993) or, effective January 1,
      2001, 132(f)(4) of the Code, and excluding reimbursements or other expense
      allowances, fringe benefits (cash and noncash), moving expenses, deferred
      compensation and welfare benefits.

            (c) For purposes of determining whether an Employee is a Highly
      Compensated Employee in accordance with Section 2.25 and for purposes of
      determining the Actual Deferral Percentage under Section 4.2(c),
      Compensation means Compensation as defined in (b) above.

      Effective for periods beginning on or after November 1, 1989 and except
      for purposes of determining Highly Compensated Employees under Section
      2.25, and the limitations under Section 5.1, the amount of an Employee's
      annual Compensation taken into account under the Plan will not exceed
      $200,000 (increased as permitted by applicable regulations and rulings to
      reflect cost-of-living adjustments). In determining the Compensation of an
      Employee for purposes of this limitation, the Family Member attribution
      rules of Section 2.25(f) shall apply, but only for Plan Years beginning
      before 1997.

            For Plan Years beginning on or after November 1, 1994, the annual
      compensation of each Employee taken into account under the Plan shall not
      exceed the OBRA `93 annual compensation limit. The OBRA `93 annual
      compensation limit is $150,000, as adjusted by the Commissioner of the
      Internal Revenue Service for increases in the cost of living in accordance
      with Section 401(a)(17)(B) of the Internal Revenue Code.

            The cost-of-living adjustment in effect for a calendar year applies
      to any period, not exceeding 12 months, over which Compensation is
      determined (determination period) beginning in such calendar year. If a
      determination period consists of fewer than 12 months, the annual
      Compensation limit will be multiplied by a fraction, the numerator of
      which is the number of months in the determination period, and the
      denominator of which is 12.


                                                                               8
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            If, as a result of the application of such rules the adjusted annual
      Compensation limitation is exceeded, then the limitation shall be prorated
      among the affected individuals in proportion to each such individual's
      Compensation as determined under this Section 2.11 prior to the
      application of this limitation.

      2.12  "COMPENSATION REDUCTION ELECTION" means the properly completed form
(or other process) provided by the Administrative Committee which has been filed
by the Participant with the Administrative Committee as provided in Section 4.2.

      2.13  "DISABILITY" means a permanent and total physical or mental
incapacity that prevents a Participant from properly performing the duties of
his employment; provided that "Disability" shall not include any such condition
which was incurred, contracted or suffered while the Participant was willfully
and illegally engaged in, or resulted from his having willfully and illegally
engaged in, any felonious criminal action; was incurred, contracted or suffered
during, or as a result of, service in the Armed Forces of the United States or
in the military service of any other country; or arose out of and in the course
of employment other than employment with the Participant's Employer or a Related
Company. Such determination shall be made by the Administrative Committee on the
basis of such medical and other competent evidence as the Administrative
Committee shall deem relevant.

      2.14  "ELIGIBILITY COMPUTATION PERIOD" means the twelve-month period
commencing with the date an Employee performs his first Hour of Service (or
performs his first Hour of Service following a Break in Service) with an
Employer (or other Related Company) and succeeding 12-consecutive month periods
beginning on the anniversaries of the date the Employee performs his first Hour
of Service (or performs his first Hour of Service following a Break in Service).
For purposes of being eligible to have Employer Matching Contributions under
Section 4.1 or Special Section 401(k) Contributions under Section 4.5
contributed to the Plan on his behalf, an Employee must complete a Year of
Eligibility Service within an Eligibility Computation Period. Likewise, for
these same purposes, "Break in Service" means the first anniversary of an
Employee's "Severance from Service Date" and the term "One Year Break in
Service" means the first anniversary of an Employee's "Severance from Service
Date". "Severance from Service Date" means the date that occurs with respect to
an Employee or Participant upon the earlier of (a) the date on which he quits,
is discharged, retires or dies, or (b) the first anniversary of the date he is
absent for any other reason.


                                                                               9
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      2.15  "ELIGIBLE EMPLOYEE" means any Employee employed by an Employer and,
effective August 3, 1998, who has completed the probationary period set forth in
the applicable collective bargaining agreement but excluding any Leased Employee
as defined in Section 3.4.

      2.16  "EMPLOYEE" means any individual who is employed by an Employer or a
Related Company (including an individual who is on an Authorized Leave of
Absence) and is represented by the American Federation of Grain Millers
(AFL-CIO), Locals #3 of Battle Creek, Michigan; #252 of Memphis, Tennessee; #50
of Omaha, Nebraska; #211 of San Leandro, California; and #374 of Lancaster,
Pennsylvania. Effective November 1, 1990, Employee also means any individual who
is employed by an Employer or a Related Company (including an individual who is
on an Authorized Leave of Absence) and is represented by the American Federation
of Grain Millers (AFL-CIO), Local #401 of Muncy, Pennsylvania.

      2.17  "EMPLOYEE AFTER-TAX CONTRIBUTIONS" means the contributions made to
the Plan by a Participant pursuant to Section 4.5.

      2.18  EMPLOYER" means Kellogg U.S.A., Inc., the Company and any Related
Company which elects to adopt the Plan.

      2.19  "EMPLOYER CONTRIBUTIONS" means the following payments made from time
to time by an Employer to the Trustee:

            (a) "Employer Contributions" made pursuant to Section 4.1.

            (b) "Before-Tax Contributions" made pursuant to Section 4.2.

            (c) "Special Section 401(k) Contributions" made pursuant to Section
4.4.

      2.20  "ENTRY DATE" means the first day of each calendar month and such
additional dates as the Administrative Committee shall provide. Effective August
3, 1998, "Entry Date" means any day within the calendar year.

      2.21  "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and any regulations issued thereunder.


                                                                              10
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      2.22  "FINANCE COMMITTEE" means the finance committee appointed pursuant
to Section 8.1 to direct the investment of the assets of the Trust Fund.

      2.23  "FORFEITURE" means the portion of a Participant's Accrued Benefit
which is forfeited as provided in Section 11.5.

      2.24  "HARDSHIP" means immediate and heavy financial need of the
Participant which cannot be met by funds reasonably available from his other
resources on account of:

            (a) Medical expenses described in Section 213(d) of the Code
      incurred by the Participant, the Participant's spouse or any dependents of
      the Participant (as defined in Section 152 of the Code);

            (b) Purchase (excluding mortgage payments) of a principal residence
      for the Participant;

            (c) Payment of tuition for post-secondary education for the
      Participant, his spouse, children or dependents; effective April 1, 1992,
      payment of tuition and related education fees for the next 12 months of
      post-secondary education for the Participant, his spouse, children or
      dependents; (d) The need to prevent the eviction of the Participant from
      his principal residence or foreclosure on the mortgage of the
      Participant's principal residence;

            (e) The need to pay expenses arising from the death of a family
      member (spouse, children (including adopted children), grandchildren,
      parents, grandparents, father-in-law, mother-in-law, brother, sister,
      brother-in-law or sister-in-law) of the Participant;

            (f) Such other events, if any, that are designated by the Internal
      Revenue Service as constituting deemed immediate and heavy financial needs
      in regulations, revenue rulings, notices, or other documents of general
      applicability; or


                                                                              11
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            (g) Effective July 1, 1991, such other events as are determined by
      the Administrative Committee, on the basis of all relevant facts and
      circumstances, to constitute immediate and heavy financial need.

      2.25  "HIGHLY COMPENSATED EMPLOYEE" means:

            (a) any individual who performs services as an Employee for an
      Employer or a Related Company during the preceding Plan Year and who at
      any time during the preceding Plan Year (1) had Compensation from the
      Company in excess of $80,000 (as adjusted pursuant to Section 415(d) of
      the Code) and (2) was in the top-paid group of Employees for such
      preceding Plan Year. An Employee is in the top-paid group of Employees for
      any Plan Year if such Employee is in the group consisting of the top 20%
      of Employees when ranked on the basis of Compensation paid during such
      Plan Year;

            or

            (b) any individual who during the Plan Year or the preceding Plan
      Year is more than a 5% owner (or is considered as owning more than 5%
      within the meaning of Section 318 of the Code) ("5% Owner") of the
      Employer or a Related Company.

            (c) For purposes of this Section 2.25, a former Employee shall also
      be treated as a Highly Compensated Employee for a Plan Year if such former
      Employee had a Termination of Employment prior to such Plan Year and was a
      Highly Compensated Employee (within the meaning of Subsections (a) and (b)
      above) for either the Plan Year in which he had a Termination of
      Employment or any Plan Year ending on or after his 55th birthday.

            (d) For purposes of this Section 2.25, an Employee who performs no
      services for the Employer or Related Companies during a Plan Year (for
      example, an Employee who is on an Authorized Leave of Absence throughout
      the Plan Year) shall be treated as having had a Termination of Employment
      in the Plan Year in which he last performed services for the Employer or a
      Related Company.


                                                                              12
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            (e) For purposes of subsection (c) above, an Employee who performs
      services for the Employer or a Related Company during a Plan Year shall
      nevertheless be deemed to have had a Termination of Employment (solely for
      purposes of determining whether such Employee is a Highly Compensated
      Employee under subsection (c) for any period after he has an actual
      Termination of Employment) if (1) in a Plan Year prior to his attainment
      of age 55, the Employee receives Compensation in an amount less than 50%
      of his average annual Compensation for the three consecutive calendar
      years preceding such Plan Year during which his Compensation was the
      greatest (or the total period of the Employee's service with the Employer
      and Related Companies, if less) and (2) after such Plan Year in which the
      Employee is deemed to have had a Termination of Employment and before the
      Plan Year in which the Employee has an actual Termination of Employment,
      the Employee's services for and Compensation from the Employer and Related
      Companies do not increase significantly.

            (f) For purposes of this Section 2.25, Employees who are nonresident
      aliens and who receive no earned income (within the meaning of Section
      911(d)(2) of the Code) from the Employer or a Related Company which
      constitutes income from sources within the United States (within the
      meaning of Section 861(a)(3) of the Code) shall not be treated as
      Employees.

            (g) For purposes of Section 2.25, the "preceding Plan Year" will
      never be a period of fewer than twelve months. This means that for
      purposes of this Section 2.25, for the Plan Year beginning on January 1,
      2002, and ending on December 31, 2002, the "preceding Plan Year" will be
      determined to be the twelve-month calendar year period beginning January
      1, 2001 and ending on December 31, 2001.

      2.26 "HOUR OF SERVICE" means each hour for which an Employee is paid, or
entitled to payment, by an Employer or a Related Company:

            (a) for the performance of duties;

            (b) on account of a period of time during which no duties were
      performed; provided that, no more than 501 Hours of Service shall be
      credited for any single continuous period during which an Employee
      performs no duty, and provided that no


                                                                              13
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      Hours of Service shall be credited for payments made or due under a plan
      maintained solely for the purpose of complying with applicable workers'
      compensation, unemployment compensation or disability insurance laws, or
      for reimbursement of medical expenses;

            (c) for which back pay, irrespective of mitigation of damages, is
      awarded or agreed to by the Employer or Related Company; provided that, no
      more than 501 Hours of Service shall be credited for any single continuous
      period of time during which the Employee did not or would not have
      performed duties and, provided that, Hours of Service credited under (a)
      and (b) shall not be credited under (c); and

            (d) for work after the Employee ceases to be a Participant but
      continues to work for the Employer or Related Company outside of the
      Bargaining Unit.

      The determination of Hours of Service for reasons other than the
performance of duties shall be determined in accordance with the provisions of
Labor Department Regulations Section 2530.200b-2(b), and Hours of Service shall
be credited to computation periods in accordance with the provisions of Labor
Department Regulations Section 2530.200b-2(c). For Employees who are paid on
other than an hourly basis, Hours of Service shall be credited for each payroll
period of the Employer for which the Employee receives or is entitled to receive
compensation according to the following chart:

<TABLE>
<CAPTION>
            PAYROLL PERIOD                 HOURS OF SERVICE CREDITED
            -----------------              -------------------------
<S>                                        <C>
            (1)  Weekly                               45
            (2)  Semi-Monthly                         95
            (3)  Monthly                             190
</TABLE>

      To the extent not credited above, solely for purposes of avoiding a Break
in Service, for periods of absence from work on account of Parental Leave, an
Employee shall be credited, but not in excess of the number of Hours of Service
required to bring the total of Hours of Service for the Eligibility Computation
Period to 501, with

            (1) the Hours of Service which normally would have been credited to
      such individual but for the Parental Leave or


                                                                              14
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            (2) 8 Hours of Service per day of such absence if the Plan is unable
      to determine the Hours of Service which would have been credited to such
      individual but for the Parental Leave.

      An Employee's Hours of Service for absence on account of Parental Leave
shall be credited to the Eligibility Computation Period in which absence because
of a Parental Leave commenced, except that if such Hours of Service are not
needed to prevent a Break in Service in the Eligibility Computation Period in
which the absence because of Parental Leave commenced and if such Parental Leave
continues into a subsequent Eligibility Computation Period, the Hours of Service
shall be credited to the subsequent Eligibility Computation Period.

      Furthermore, to the extent not credited above, solely for purposes of
determining whether a Break in Service has occurred, an Employee who is absent
from work for a leave under the Family and Medical Leave Act of 1993 shall
receive credit for the Hours of Service which would otherwise have been credited
to such Employee but for such absence.

      Notwithstanding anything in this Section 2.26 to the contrary, effective
on and after January 1, 1997, service shall be determined on an elapsed time
basis. For this purpose "elapsed time" means the twelve-consecutive month period
commencing with the date an Employee is employed (or re-employed following a One
Year Break in Service) by an Employer and succeeding twelve-consecutive month
periods beginning on the anniversaries of the date of employment (or
re-employment following a One Year Break in Service). For the one-year period
beginning January 1, 1997, in the event that an Employee would receive more
service based on the method of crediting service effective before January 1,
1997, than based on the elapsed time method for that same period, service shall
be counted so as to grant an Employee the maximum service based on the prior
method of crediting service for the period to January 1, 1997, plus the service
based on the elapsed time method on and after January 1, 1997, or the elapsed
time method from the beginning of the Employee's current Eligibility Computation
Period.

      As a result of the change to the elapsed time method, Employees who incur
a Parental Leave will not incur a Break in Service (for purposes of eligibility)
until the second anniversary of the date upon which such Employees first were
absent on a Parental Leave. Furthermore, the Employee's period of absence while
on a Parental Leave will be considered in determining


                                                                              15
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
whether the Employee completes an Eligibility Computation Period for purposes of
becoming eligible to receive Employer Matching Contributions under Section 3.1"

      2.27 "NORMAL RETIREMENT DATE" means the date on which a Participant
attains age 65.

      2.28 "PARENTAL LEAVE" means a period of time beginning after December 31,
1984, during which an Employee is absent from work: (a) by reason of the
pregnancy of the Employee, (b) by reason of the birth of a child of the
Employee, (c) by reason of the placement of a child with the Employee in
connection with the adoption of such child by such Employee, or (d) for purposes
of caring for such child for a period beginning immediately following such birth
or placement. An absence from work shall not be a Parental Leave unless the
Employee furnishes the Administrative Committee such timely information as may
reasonably be required to establish that the absence from work was for one of
the reasons specified in this Section 2.28 and the number of days for which
there was such an absence. Nothing contained herein shall be construed to
establish an Employer policy of treating a Parental Leave as an Authorized Leave
of Absence.

      2.29 "PARTICIPANT" means an Eligible Employee participating in the Plan as
provided in Article III. Muncy Participant means an Eligible Employee
represented by Local #401 of the Union at Muncy, Pennsylvania.

      2.30 "PLAN" means The Kellogg Company American Federation of Grain Millers
Savings and Investment Plan as herein set forth, and as hereafter from time to
time amended. The plan is intended to qualify as a profit sharing plan under
Section 401 (a) of the Code. Effective January 1, 1999 the name of the Plan has
changed to The Kellogg Company -- Bakery, Confectionery, Tobacco Workers and
Grain Millers Savings and Investment Plan.

      2.31 "PLAN YEAR" "Plan Year" means, effective January 1, 2002, the
twelve-month period beginning on each January 1, and ending on the next
succeeding December 31. Prior to January 1, 2002, "Plan Year" meant the
twelve-month period beginning on each November 1, and ending on the next
succeeding October 31, except that there was a short plan year beginning
November 1, 2001, and ending on December 31, 2001.


                                                                              16
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      2.32 "QUALIFIED JOINT AND SURVIVOR ANNUITY" means a non-transferable
annuity payable to the Participant for life with a non-transferable survivor
annuity for the life of the Participant's spouse which is not less than 50
percent and not more than 100 percent of the amount of the annuity which is
payable during the joint lives of the Participant and the Participant's spouse,
and in an amount which can be purchased with the Participant's Accrued Benefit.
In the case of an unmarried Participant, a Qualified Joint and Survivor Annuity
is an annuity for the life of the Participant.

      2.33 "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY" means a non-transferable
annuity for the life of the Participant's surviving spouse in an amount which
can be purchased with the Participant's Accrued Benefit.

      2.34 "RELATED COMPANY" means a corporation, trade, or business if it and
an Employer are members of a controlled group of corporations as defined in
Section 414(b) of the Code or under common control as defined in Section 414(c)
of the Code or members of an affiliated service group as defined in Section
414(m) of the Code or members of a group the members of which are required to be
aggregated pursuant to regulations under Section 414(o) of the Code; provided,
however, for purposes of Sections 2.35 and 5.1, the standard of control for
determining a Related Company under Sections 414(b) and 414(c) of the Code (and
thus also Related Plans) shall be deemed to be more than 50%, rather than "at
least 80%".

      2.35 "RELATED PLAN" means any other defined contribution plan or any
defined benefit plan (as defined in Section 415(k) of the Code) maintained by an
Employer or a Related Company, respectively called a "Related Defined
Contribution Plan" and "Related Defined Benefit Plan."

      2.36 "REQUIRED BEGINNING DATE" means the following:

            (a) for a Participant who attains age 70-1/2 prior to January 1,
      1988, the later of:

                        (1) the December 31 of the calendar year in which he
                  attains age 70-1/2 or


                                                                              17
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                        (2) if the Participant is not a 5% owner of the Employer
                  or a Related Company (as determined under Code Section 416(i))
                  at any time during the Plan Year ending with or within the
                  calendar year in which he attains age 70-1/2 or any of the
                  four (4) prior Plan Years, December 31 of the calendar year in
                  which he has a Termination of Employment, provided that if any
                  such Participant becomes a five percent (5%) owner during any
                  Plan Year after he attains age 70-1/2, the "Required Beginning
                  Date" for such Participant shall be the April 1 of the
                  calendar year following the calendar year in which such Plan
                  Year ends, and

            (b) for a Participant who attains age 70-1/2 on or after January 1,
      1988, the December 31 of the calendar year in which the Participant
      attains age 70-1/2; provided, however, that in no event shall a
      Participant's "Required Beginning Date" occur prior to December 31, 1987,
      and provided further that if a Participant attained age 70-1/2 during
      1988, is not a five percent (5%) owner, and had not retired by January 1,
      1989, the Participant's "Required Beginning Date" shall be January 1,
      1989.

            (c) for a Participant who attains age 70-1/2 on or after January 1,
      1999, the later of:

                        (1) the April 1 of the calendar year following the
                  calendar year in which he attains age 70-1/2, or

                        (2) if the Participant is not a 5% owner of the Employer
                  or a Related Company (as determined under Code Section 416(i))
                  at any time during the Plan Year ending with or within the
                  calendar year in which he attains age 70-1/2 or any of the
                  four (4) prior Plan Years, the April 1 of the calendar year
                  following the calendar year in which he has a Termination of
                  Employment, provided that if any such Participant becomes a
                  five percent (5%) owner during the Plan Year after he attains
                  age 70-1/2, the "Required Beginning Date" for such Participant
                  shall be the April 1 of the calendar year following the
                  calendar year in which such Plan Year ends.


                                                                              18
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            (d) furthermore, all benefit distributions under the Plan shall
      comply with Sections 401(a)(9) of the Code. In addition, the distributions
      will be made in accordance both with the minimum distribution requirements
      and the minimum distribution incidental benefit requirements of proposed
      Internal Revenue Regulations Section 1.401(a)(9)-1 and 1.401(a)(9)-2.

      2.37 "ROLLOVER CONTRIBUTION" means a rollover contribution from a
qualified trust as described in Code Section 402(c), from an employee annuity as
described in Code Section 403(a)(4), or from an individual retirement account or
individual retirement annuity as described in Code Section 408(d)(3) made in
accordance with Section 4.6 of the Plan.

      2.38 "SINGLE LIFE ANNUITY" means a monthly pension payable to the
Participant during his lifetime, which terminates the month following the
Participant's death, in an amount which can be purchased with the Participant's
Accrued Benefit.

      2.39 "TERMINATION OF EMPLOYMENT" occurs when a person leaves the employ of
an Employer or Related Company or fails to return to work at the termination of
an Authorized Leave of Absence. Transfers of employment from an Employer or
Related Company to employment by another Employer or Related Company shall not
constitute a Termination of Employment.

      2.40 "TRUST" means the trust established and maintained for the purposes
of the Plan, which is administered by the Trustee in accordance with the
provisions of the Trust Agreement.

      2.41 "TRUST AGREEMENT" means the agreement between the Company and the
Trustee establishing The Kellogg Company American Federation of Grain Millers
Savings and Investment Trust.

      2.42 "TRUST FUND" means any property, real or personal, received by the
Trustee, plus all income and gains and less losses, expenses and distributions
chargeable thereto.

      2.43 "TRUSTEE" means the corporation, bank, trust company, individual or
individuals who accept appointment as trustee to execute the duties of the
Trustee set forth in the Trust Agreement.


                                                                              19
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      2.44 "UNION" shall mean Locals #3 of Battle Creek, Michigan; #252 of
Memphis, Tennessee; #50 of Omaha, Nebraska; #211 of San Leandro, California;
#374 of Lancaster, Pennsylvania; and #401 of Muncy, Pennsylvania of the American
Federation of Grain Millers (AFL-CIO). Said Union shall also be referred to as
Bargaining Unit.

      2.45 "VALUATION DATE" means the last day of each calendar month and such
additional dates as the Administrative Committee shall deem appropriate.
Effective August 3, 1998, "Valuation Date" means the end of any business day of
the calendar year. For the purposes of this Plan the end of each business day
shall be 4:00 p.m., Eastern Standard Time ("ET") or such earlier time that the
New York Stock Exchange ("NYSE") closes on a business day.

      2.46 "YEAR OF ELIGIBILITY SERVICE" means an Eligibility Computation Period
in which an Employee completes one year of service with an Employer as of the
anniversary of the date the Employee performs his first Hour of Service (or
performs his first Hour of Service following a Break in Service). With respect
to a temporary occasional employees, the Eligibility Computation Period shall
begin with the first hour of the first day in which they are actively employed
as an Employee.


                                                                              20
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                                  ARTICLE III

                                 PARTICIPATION

      3.1 PARTICIPATION. Each Participant who is an Eligible Employee employed
by an Employer on November 1, 1989 will be a Participant in the Plan on November
1, 1989, and each Employee who participated in The Kellogg Company Printing
Specialties and Paper Products Union, Local 480 Savings and Investment Plan on
April 30, 1990 and who is an Eligible Employee employed by an Employer on May 1,
1990 will be a Participant in the Plan on May 1, 1990; provided that a
Participant shall not be eligible to have Employer Matching Contributions or
Special Section 401(k) Contributions contributed to the Plan on his behalf prior
to the first Entry Date coinciding with or next following the date he completes
a Year of Eligibility Service.

      Each other Eligible Employee shall be eligible to become a Participant in
this Plan on the first Entry Date coinciding with or next following the date he
becomes an Eligible Employee by completing an Hour of Service; provided that a
Participant shall not be eligible to have Employer Matching Contributions or
Special Section 401(k) Contributions contributed to the Plan on his behalf prior
to the first Entry Date coinciding with or next following the date he completes
an Eligibility Computation Period. Such Eligible Employee shall become a
Participant in the Plan upon making a Compensation Reduction Election pursuant
to Section 4.2 or upon electing to make Employee After-Tax Contributions
pursuant to Section 4.5.

      Admission to participation in the Plan shall only be made when an Eligible
Employee is not on an Authorized Leave of Absence or serving with the Armed
Forces of the United States. Each Participant shall continue as such until the
later of his Termination of Employment or the distribution of his entire Accrued
Benefit.

      3.2 CERTIFICATION OF PARTICIPATION AND COMPENSATION TO COMMITTEE. Each
Employer shall certify to the Administrative Committee, within a reasonable time
after each Entry Date, the names of all new Participants, such Participants'
Compensation and such other information as the Committee may request.


                                                                              21
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      3.3 PARTICIPATION UPON RE-EMPLOYMENT.

            (a) Eligible Employee. An Employee who (1) has a Termination of
      Employment, (2) was a Participant immediately before such Termination of
      Employment, and (3) thereafter becomes an Eligible Employee shall again
      become a Participant immediately upon becoming an Eligible Employee,
      provided that such Employee's Compensation Reduction Election shall not
      become effective prior to the first day of the payroll period following
      the Entry Date coinciding with or next following the date he again becomes
      a Participant; and provided further, that such a Participant shall not be
      eligible to have Employer Matching Contributions or Special Section 401(k)
      Contributions contributed to the Plan on his behalf prior to the first
      Entry Date coinciding with or next following the date he completes a Year
      of Eligibility Service.

            (b) Ineligible Employee. An Employee who (1) has a Termination of
      Employment, (2) was an ineligible Employee immediately before such
      Termination of Employment, and (3) thereafter becomes an Eligible Employee
      shall become a Participant immediately upon becoming an Eligible Employee,
      provided that such Employee's Compensation Reduction Election shall not
      become effective prior to the first day of the payroll period following
      the Entry Date coinciding with or next following the date he again becomes
      a Participant; and provided further, that such a Participant shall not be
      eligible to have Employer Matching Contributions or Special Section 401(k)
      Contributions contributed to the Plan on his behalf prior to the first
      Entry Date coinciding with or next following the date he completes a Year
      of Eligibility Service.

      3.4 LEASED EMPLOYEE. To the extent required under Section 414(n) of the
Code and the regulations thereunder, a Leased Employee shall be treated as an
Employee of the Employer or Related Company. Contributions or benefits provided
a Leased Employee by the Employer or a Related Company which are attributable to
services performed for the Employer or a Related Company shall be treated as
provided by the Employer or Related Employer.

      "Leased Employee" means any person (other than an employee of the
recipient) who pursuant to an agreement between the recipient and any other
person has performed services for the recipient (or for the recipient and
related persons determined in accordance with Section 414(n)(6) of the Code) on
a substantially full time basis for a period of at least one (1) year and


                                                                              22
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
such services are performed under primary direction or control by the recipient
provided that any such person shall not be taken into account if (a) such person
is covered by a money purchase pension plan providing (i) a nonintegrated
employer contribution rate of at least ten percent (10%) of Compensation; (ii)
immediate participation; and (iii) full and immediate vesting; and (b) leased
employees do not constitute more than twenty percent (20%) of the workforce of
the recipient who are not Highly Compensated Employees. Contributions or
benefits provided a leased employee by the leasing employer shall be treated as
provided by the recipient employer.

      3.5 LEAVE OF ABSENCE. It is recognized that the Employer may grant leaves
of absence to Participants in accordance with the provisions of a Master
Agreement between the Company and the Union. A Participant on leave of absence
shall continue to have the same rights and be subject to the same duties as
Participants in active service of the Company. During the period of leave of
absence, a Participant shall not make any contributions, except if a Participant
is an elected official of Locals No. 3, 50, 211, 252 or 374 of the Union and the
Participant's employer union makes contributions to the Trustees on behalf of
such Participant, pursuant to Section 4.1, as if such employer union were the
Employer. Contributions so made by such employer unions shall be deemed to have
been made by the Employer pursuant to its obligations under the Trust Agreement.
Except as herein otherwise provided, if a leave of absence is terminated other
than by return to active service with the Employer or to service with a domestic
subsidiary of the Employer, the date of termination of such leave of absence,
for all purposes of the Plan shall be considered as the date of termination of
such Participant's employment with the Employer and distribution shall be made
from the Trust Fund in the same manner and subject to the same conditions as if
he had resigned or been dismissed from active service of the Employer at the
time of such termination.


                                                                              23
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                                   ARTICLE IV

                                  CONTRIBUTION

      4.1 EMPLOYER MATCHING CONTRIBUTIONS.

            (a) Employer Matching Contributions. For each payroll period during
      a Plan Year each Employer shall contribute on behalf of each Active
      Participant employed by the Employer an amount equal to 80% of the
      Before-Tax Contributions or the Employee After-Tax Contributions,
      whichever is applicable, made on behalf of the Active Participant pursuant
      to Section 4.2 or Section 4.5 for such payroll period; provided, however,
      that the amount of Before-Tax Contributions or Employee After-Tax
      Contributions taken into account for purposes of determining the amount of
      Employer Matching Contributions with respect to any payroll period shall
      not exceed 5% of the Participant's Compensation during such payroll
      period. Effective August 3, 1998, 12.5% of each $1.00 of Employer Matching
      Contributions shall be made in the form of Kellogg Company Stock and shall
      immediately be placed in The Kellogg Company Stock Fund.

            (b) Deadline for Employer Matching Contributions. Employer Matching
      Contributions for each payroll period during a Plan Year shall be
      delivered to the Trustee as soon as reasonably possible after the end of
      the calendar month in which such payroll period ends, and on or before
      such date as the Administrative Committee shall specify, but not later
      than the due date for the filing of the federal income tax return
      (including any extensions) of the Employer for the tax year during which
      the last day of such Plan Year occurs.

            (c) Allocation of Employer Matching Contributions. As of each
      Valuation Date, Employer Matching Contributions made to the Plan since the
      immediately preceding Valuation Date will be allocated to the Company
      Account of each Active Participant on whose behalf they were made.

            (d) Deemed Compliance. In accordance with the provisions of Section
      1.401(m)-1(a)(3) of the Internal Revenue Service Regulations, the
      non-discrimination rules of Section 401(m) of the Code, including the
      requirements for discrimination testing, are


                                                                              24
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      not applicable to the Plan. The Plan automatically satisfies the
      provisions of Section 410(b) of the Code since the Plan is maintained
      pursuant to a collective bargaining agreement.

      4.2 BEFORE-TAX CONTRIBUTIONS.

            (a) Before-Tax Contributions. Each Active Participant shall have his
      Compensation reduced for each payroll period by calling the Saving &
      Investment Center ("S&I Center) at 1-888-280-6933 and specifying in a
      Compensation Reduction Election the amount his or her compensation is to
      be reduced. The Compensation Reduction Election shall be filed with the
      Administrative Committee (in a manner prescribed by the Administrative
      Committee that may include the use of electronic transmission and/or
      interactive voice response systems). Each Employer shall contribute to the
      Trust, as a Before-Tax Contribution on behalf of each Active Participant
      employed by the Employer, the amount by which such Participant's
      Compensation has been reduced by the Participant's Compensation Reduction
      Election.

            A Participant's Compensation Reduction Election will equal a minimum
      of 1% up to a maximum of 16% (effective November 1, 1998 the maximum is
      increased to 21%) of Compensation (in increments of 1%) in accordance with
      such rules as the Administrative Committee, in its discretion, shall from
      time to time specify. Furthermore, for any calendar year Before Tax
      Contributions of any Active Participant shall not exceed $9,500, adjusted
      in subsequent years by the Secretary of Treasury or his delegate at the
      same time and in the same manner as under Section 415(d) of the Code and
      increased in accordance with the provisions of Sections 402(g)(4) and
      402(g)(8) of the Code with respect to any Participant who participates in
      a plan described in Section 403(b) of the Code or who is a qualified
      employee in a plan of a qualified organization (as defined in Code Section
      402(g)(8)). Furthermore, the Administrative Committee may, in its
      discretion, limit the monthly amount of Before-Tax Contributions for
      Active Participants to a pro rata portion of such annual limit with such
      rounding and other administratively desirable provisions as it from time
      to time deems appropriate.

            A Participant may make, change, or revoke a Compensation Reduction
      Election by calling the S & I Center at any time at 1-888-280-6933 and in
      such a manner as the


                                                                              25
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      Administrative Committee may prescribe (which may include the use of
      electronic transmissions and/or interactive voice response systems). A
      Compensation Reduction Election, a change or a revocation shall apply
      solely to Compensation not earned as of the date of such election. Changes
      or revocations made in a Participant Compensation Reduction Election shall
      become effective the day such a change has been elected; provided such
      change is communicated to the S & I Center before 4:00 p.m. ET on a day
      the NYSE is trading. If a Participant elects to make a Compensation
      Reduction Election after 4:00 p.m. ET on a day the NYSE is trading, on a
      weekend, or on a holiday, the request will be effective at 4:00 p.m. as of
      the close of business on the next day trading is conducted at the NYSE.

            Once a Participant makes, changes, or revokes a Compensation
      Reduction Election, the election will be communicated to payroll and the
      reduction, change, or revocation will occur in the Participant's pay
      within one (1) to two (2) pay periods, depending upon the date the request
      was communicated to the S & I Center during the payroll cycle. The
      Compensation Reduction Election by the Participant shall continue in
      effect, notwithstanding any changes in compensation, until the Participant
      changes or revokes the Compensation Reduction Election or until he shall
      cease to be a Plan Participant.

            In the event a Participant reaches the Code Section 402(g) limit as
      described above, the Participant's Compensation Reduction Election will
      automatically switch and the Before-Tax Contributions that exceed the Code
      Section 402(g) limit will be made as After-Tax Contributions to the
      Participant's Account. No Participant shall be allowed to make both
      Before-Tax Contributions and After-Tax Contributions at the same time.

            (b) Deadline for Before-Tax Contributions. Each Employer shall
      contribute the Before-Tax Contributions for each payroll period during a
      Plan Year to the Trustee as soon as reasonably possible after the
      Participant's Compensation has been reduced for each payroll period at
      such time as the Administrative Committee shall from time to time
      determine, but not later than thirty (30) days after the last day of the
      calendar month in which the Participant's Compensation has been reduced
      or, with the approval of the Administrative Committee, by such later date
      as may be permitted under ERISA and Treasury Regulations and Rulings of
      the Internal Revenue Service. Effective February 3,


                                                                              26
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      1997, each Employer will contribute the Before-Tax Contributions for each
      payroll period during a Plan Year to the Trustee as soon as reasonably
      possible after the Participant's Compensation has been reduced for that
      payroll period, but in no event later than the fifteenth business day of
      the calendar month following the calendar month in which the Participant
      would have received the Before-Tax Contribution in cash, had he not
      elected to have his Compensation reduced for the payroll period.

            (c) Restrictions on Before-Tax Contributions. Before-Tax
      Contributions shall not exceed the maximum dollar amount permitted under
      Section 402(g) of the Code or the amounts permitted under the
      non-discrimination rules of Section 401(k) of the Code as set forth below:

                  (1) Dollar Limitations. The sum of (i) the Participant's
            Before-Tax Contributions, (ii) any elective contributions excluded
            from the Participant's gross income made under a Related Plan and
            (iii) if the Participant shall notify the Administrative Committee
            in writing of any other plan under which elective contributions are
            excluded from the Participant's gross income, any other elective
            contributions excluded from the Participant's gross income made
            under any other plan, shall not exceed in any calendar year $9,500,
            adjusted in subsequent years by the Secretary of Treasury or his
            delegate at the same time and in the same manner as under Section
            415(d) of the Code and increased in accordance with the provisions
            of Sections 402(g)(4) and 402(g)(8) of the Code with respect to any
            Participant who participates in a plan described in Section 403(b)
            of the Code or who is a qualified employee who participates in a
            plan of a qualified organization (as defined in Code Section
            402(g)(8)). If such amount exceeds such limit, the Employer on
            behalf of the Participant shall notify the Plan of such excess and
            the Administrative Committee shall, not later than the April 15
            following the close of such calendar year, distribute to the
            Participant all or such portion of the Participant's Before-Tax
            Contributions for such calendar year as requested in writing by the
            Participant on or before the March 1 following the close of such
            calendar year, as is necessary to eliminate the excess, and any
            income allocable to such amount. Any Employer Matching Contributions
            (including any income earned and minus any loss allocable thereto)
            that are associated with the


                                                                              27
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            distributed Before-Tax Contributions shall be forfeited and shall be
            applied to reduce the Employers' contribution obligations under
            Sections 4.2(a) and 4.2(b).

                  (2) Non-Discrimination Limitations. The Before-Tax
            Contributions for each of the Highly Compensated Employees will be
            reduced to the extent the Administrative Committee determines
            necessary to cause the Actual Deferral Percentage of the Highly
            Compensated Employees not to exceed whichever of the following
            permits the largest Actual Deferral Percentage:

                        (A) the excess of the Actual Deferral Percentage for
                  Highly Compensated Employees over that of all other Active
                  Participants is not more than two percentage points, and the
                  Actual Deferral Percentage for the Highly Compensated
                  Employees is not more than the Actual Deferral Percentage of
                  all other Active Participants multiplied by two, or

                        (B) the Actual Deferral Percentage for the Highly
                  Compensated Employees is not more than the Actual Deferral
                  Percentage of all other Active Participants multiplied by
                  1.25.

                  If the Administrative Committee determines that it is
            necessary to reduce contributions already made to satisfy the
            requirements of Section 401(k)(3) of the Code, such reduction (i)
            shall be in proportion to the Participant's Before-Tax Contributions
            and, to the extent used in the Actual Deferral Percentage for the
            Plan Year (as provided in Section 4.2(d)), Special Section 401(k)
            Contributions and Employer Matching Contributions for the Plan Year
            and (ii) shall not exceed the balance in the Participant's
            Before-Tax Contribution Account and such other accounts as are used
            in the Actual Deferral Percentage.

                  If the Administrative Committee determines it is necessary to
            return excess Before-Tax Contributions (and such other applicable
            contributions as are used in the Actual Deferral Percentage), the
            distribution of excess Before-Tax Contributions (and such other
            applicable contributions as are used in the Actual Deferral
            Percentage) for any Plan Year required shall be made in accordance
            with the following steps:


                                                                              28
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  Step 1:     The Administrative Committee shall calculate the
                              aggregate dollar amount of Before-Tax
                              Contributions (and such other applicable
                              contributions as are used in the Actual Deferral
                              Percentage) for Highly Compensated Participants
                              that is in excess of the amount permitted under
                              paragraph (c)(2) in this Section 4.2 as in effect
                              on December 31, 1996 and on December 31 of
                              subsequent Plan Years.

                  Step 2:     The Before-Tax Contributions (and such other
                              applicable contributions as are used in the Actual
                              Deferral Percentage) of the Highly Compensated
                              Participant with the highest dollar amount of
                              Before-Tax Contributions (and such other
                              applicable contributions as are used in the Actual
                              Deferral Percentage) shall be reduced by the
                              amount required to cause that Highly Compensated
                              Participant's Before-Tax Contributions (and such
                              other applicable contributions as are used in the
                              Actual Deferral Percentage) to equal the dollar
                              amount of the Before-Tax Contributions (and such
                              other applicable contributions as are used in the
                              Actual Deferral Percentage) of the Highly
                              Compensated Participant with the next highest
                              dollar amount of Before-Tax Contributions (and
                              such other applicable contributions as are used in
                              the Actual Deferral Percentage) . This amount
                              shall be distributed to the Highly Compensated
                              Participant with the highest dollar amount of
                              Before-Tax Contributions (and such other
                              applicable contributions as are used in the Actual
                              Deferral Percentage), subject to the provisions of
                              paragraph (c)(1) of this Section 4.2. However, if
                              a lesser reduction, when added to the total dollar
                              amount already distributed under this step, would
                              equal the aggregate excess Before-Tax
                              Contributions (and such other applicable
                              contributions as are used in the Actual Deferral
                              Percentage) determined in Step 1, the lesser
                              reduction amount shall be distributed.


                                                                              29
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  Step 3:     If the total amount of Before-Tax Contributions
                              (and such other applicable contributions as are
                              used in the Actual Deferral Percentage)
                              distributed as a result of the repeated
                              application of Step 2 is less than the aggregate
                              excess Before-Tax Contributions (and such other
                              applicable contributions as are used in the Actual
                              Deferral Percentage) determined in Step 1,
                              reductions shall continue to be made in accordance
                              with Step 2 until the total amount distributed
                              equals the aggregate excess Before-Tax
                              Contributions (and such other applicable
                              contributions as are used in the Actual Deferral
                              Percentage) .

                  In determining the Actual Deferral Percentage of Highly
            Compensated Employees, non-Highly Compensated Employees who have not
            completed a Year of Eligibility Service or who have not attained age
            21 may be excluded.

                  Upon such reduction or disallowance by the Administrative
            Committee, any amount by which the Before-Tax Contributions,
            Employer Matching Contributions, or Special Section 401(k)
            Contributions (including any income earned and minus any loss
            allocable to such amounts) previously made on behalf of a Highly
            Compensated Employee exceeds the Administrative Committee's
            determination of allowable contributions for the Plan Year shall
            immediately be distributed to such Highly Compensated Employee in a
            lump sum. Any distribution made under this Section shall be made
            before the last day of the Plan Year following the Plan Year in
            which such contributions were made on behalf of the Highly
            Compensated Employee.

            (d) Actual Deferral Percentage. The Actual Deferral Percentage for a
      specified group of Employees for a Plan Year shall be the average of the
      ratios (calculated separately for each Employee in such group) of the
      amount of Before-Tax Contributions actually paid over to the Plan on
      behalf of each such Employee for such Plan Year divided by the Employee's
      Compensation for the Plan Year during which the Employee was a
      Participant, or at the discretion of the Administrative Committee to the
      extent not prohibited by regulations prescribed by the Secretary of the
      Treasury or his delegate, the sum of (i) Before-Tax Contributions, (ii)
      any portion or all of the Special Section 401(k)


                                                                              30
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      Contributions, and (iii) any portion or all of the Employer Matching
      Contributions actually paid over to the Plan on behalf of each such
      Employee for the Plan Year divided by the Employee's Compensation for the
      Plan Year during which the Employee was a Participant.

            (e) Aggregation Rules. The Actual Deferral Percentage for any
      Participant who is a Highly Compensated Employee for the Plan Year and who
      is eligible to have Before-Tax Contributions or Special Section 401(k)
      Contributions allocated under this Plan and is also eligible to have
      elective deferrals (within the meaning of Section 401(m)(4)(B) of the
      Code) or qualified nonelective contributions (within the meaning of
      Section 401(m)(4)(C) of the Code) allocated pursuant to a cash or deferred
      arrangement under one or more Related Plans shall be determined as if such
      Before-Tax Contributions, Special Section 401(k) Contributions, elective
      deferrals and qualified nonelective contributions is were made under a
      single arrangement. If a Highly Compensated Employee participates in two
      or more cash or deferred arrangements that have different plan years, all
      cash or deferred arrangements ending with or within the same calendar year
      shall be treated as a single arrangement.

            In the event this Plan satisfies the requirements of Section 401(k),
      401(a)(4) or 410(b) of the Code only if aggregated with one or more
      Related Plans, or if one or more Related Plans satisfy the requirements of
      such sections of the Code only if aggregated with this Plan, then Sections
      4.2(c)(2) and (d) shall be applied by determining the Actual Deferral
      Percentages of Participants as if this Plan and all such Related Plans
      were a single plan. For Plan Years beginning after December 31, 1989, the
      Plan and one or more Related Plans may be aggregated in order to satisfy
      the non-discrimination rules of Section 401(k) of the Code only if such
      plans have the same plan year.

            (f) Employees Taken into Account. For purposes of the Actual
      Deferral Percentage test the Plan will take into account the actual
      deferral ratios of all eligible Employees as defined in the following
      sentence. An eligible Employee is any Employee who is directly or
      indirectly eligible to make a cash or deferred election under the Plan for
      any portion of the Plan Year and includes: an Employee who would be a
      Participant but for the failure to make required contributions; an
      Employee whose eligibility to make elective contributions has been
      suspended because of an election (other than certain one-


                                                                              31
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      time elections) not to participate or the receipt of a hardship
      distribution; and an Employee who cannot defer because of the Code Section
      415 limits on Annual Additions as defined in Section 5.1(b). In the case
      of an eligible Employee who makes no elective contributions, the deferral
      ratio that is to be included in determining the Actual Deferral Percentage
      is zero.

            (g) Rules Regarding Distribution of Excess. In addition, the amount
      of excess Before-Tax Contributions to be distributed shall be reduced by
      excess deferrals previously distributed for the taxable year ending in the
      same Plan Year and excess deferrals to be distributed for a taxable year
      will be reduced by the Excess Before-Tax Contributions previously
      distributed for the Plan Year beginning in such taxable year. Any excess
      Before-Tax Contributions that are distributed will include the income
      allocable thereto. The income allocable to excess Before-Tax Contributions
      includes income for the Plan Year for which the excess Before-Tax
      Contributions were made.

            (h) Allocation of Before-Tax Contributions. As of each Valuation
      Date, Before-Tax Contributions made to the Plan since the immediately
      preceding Valuation Date will be allocated to the Before-Tax Account of
      each Active Participant on whose behalf they were made.

      4.3 ORDER OF APPLICATION OF LIMITATIONS OF SECTIONS 4.2(C)(1). 4.2(C)(2),
AND 5.1 Section 4.2(c)(1) shall be first applied to contributions under the
Plan, and second, Section 4.2(c)(2) shall be applied to contributions under the
Plan. The Administrative Committee may establish, from time to time, such rules,
restrictions and limitations as it may deem appropriate, including limitations
on the amount of Before-Tax Contributions or Employee After-Tax Contributions
that may be elected by any Highly Compensated Employee, to insure that the
limitations of Sections 4.2(c)(1) and 4.2(c)(2) are not exceeded. Section 5.1
shall be applied to contributions under the Plan without regard to Section
4.2(c)(2).

      4.4 SPECIAL SECTION 401(K) CONTRIBUTIONS

            (a) Special Section 401(k) Contributions. For each Plan Year, the
      Company may, on or before the due date (including extensions) for filing
      the Company's federal income tax return for the tax year during which the
      last day of such Plan Year occurs, elect to


                                                                              32
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      have the Company and the other Employers make a Special Section 401(k)
      Contribution to the Trust in such amount (if any) as the Board of
      Directors may determine. In any Plan Year in which the Company elects to
      have such a Special Section 401(k) Contribution made, each Employer shall
      contribute a fractional portion of the Special Section 401(k) Contribution
      in an amount equal to the total Special Section 401(k) Contribution
      multiplied by a fraction, the numerator of which is the total Compensation
      for the Plan Year paid to Active Participants by such Employer and the
      denominator of which is the total Compensation for the Plan Year paid to
      Active Participants by the Employer and all other Employers.

            (b) Deadline for Special Section 401(k) Contributions. Special
      Section 401(k) Contributions for each Plan Year shall be delivered to the
      Trustee on or before such date as the Administrative Committee shall
      specify, but not later than the due date for the filing of the federal
      income tax return (including extensions) of the Employer for the tax year
      during which the last day of such Plan Year occurs.

            (c) Allocation of Special Section 401(k) Contributions. As of the
      last day of each Plan Year, Special Section 401(k) Contributions made to
      the Plan for the Plan Year shall be allocated to the Before-Tax Account of
      each Active Participant in the ratio that each Active Participant's
      Compensation for the Plan Year bears to the total Compensation of all
      Active Participants for the Plan Year.

      4.5 EMPLOYEE AFTER-TAX CONTRIBUTIONS.

            (a) Employee After-Tax Contributions. Subject to the limitations of
      Section 5.1, each Active Participant may contribute to the Trust as an
      Employee After-Tax Contribution a minimum of 1% up to a maximum of 16%
      (effective November 1, 1998 the maximum is 21%) of his Compensation (in
      increments of 1%) as such Participant may determine in accordance with
      such rules as the Administrative Committee, in its discretion, shall from
      time to time specify. Employee After-Tax Contributions shall be made by
      payroll deduction. As a condition to making Employer After-Tax
      Contributions by payroll deduction, a Participant shall consent (in a
      manner prescribed by the Administrative Committee which may include the
      use of electronic transmissions and/or


                                                                              33
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      interactive voice response system) to having the amount thereof withheld
      from his pay by the Employer.

            A Participant may make, change or revoke an Employee After-Tax
      Contribution Election at any time by calling the S & I Center at
      1-888-280-6933. Changes made in Employee After-Tax Contributions shall
      become effective the day such a change has been elected, provided such a
      change is communicated to the S & I Center before 4:00 p.m. ET on a day
      that the NYSE is trading. If a Participant elects to make an Employee
      After-Tax Contribution after 4:00 p.m. ET, on a day the NYSE is trading,
      on a weekend, or on a holiday, the request will be effective at 4:00 p.m.
      as of the close of business the next day trading is conducted on the NYSE.

            Once a Participant makes, changes or revokes an Employee After-Tax
      Contribution election, the election will be communicated to payroll and
      the reduction, change or revocation will occur in the Participant's pay
      within one (1) to two (2) pay periods, depending upon the date the request
      was communicated to the S & I Center during the payroll cycle. An Employee
      After-Tax Contribution election by the Participant shall continue in
      effect, notwithstanding any changes in Compensation, until the Participant
      changes or revokes the Employee After-Tax Contribution Election or until
      he shall cease to be a Plan Participant. If a Participant revokes his
      election to make Employee After-Tax Contributions, he shall not thereafter
      be eligible to make another election to make Employee After-Tax
      Contributions prior to the first payroll period that begins at least six
      (6) months following the effective date of such revocation.
      Notwithstanding the foregoing sentence, if the Participant had been
      participating in the Plan for at least 60 months, the six (6) month
      suspension is waived.

            (b) Deadline for Employee for After-Tax Contributions. Employee
      After-Tax Contributions for each payroll period during a Plan Year shall
      be delivered to the Trustee by the Employer as soon as reasonably possible
      at such time as the Administrative Committee shall from time to time
      determine, but not later than thirty (30) days after the last day of the
      calendar month in which the Employee After-Tax Contributions were withheld
      from the Participant's pay. Effective February 3, 1997, each Employer will
      contribute the Employee After-Tax Contributions for each payroll period
      during a Plan Year to the Trustee as soon as reasonably possible after the
      Participant's Compensation


                                                                              34
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      has been reduced for that payroll period, but in no event later than the
      fifteenth business day of the calendar month following the calendar month
      in which the Participant would have received the Employee After-Tax
      Contribution in cash, had he not elected to have his Compensation reduced
      for the payroll period.

            (c) Allocation of Employee After-Tax Contributions. As of each
      Valuation Date, Employee After-Tax Contributions made to the Plan since
      the immediately preceding Valuation Date will be allocated to the Employee
      After-Tax Account of each Active Participant on whose behalf they were
      made.

      4.6 ROLLOVER CONTRIBUTIONS. The Administrative Committee shall, at the
request of a Participant, direct the Trustee to accept on behalf of the
Participant a Rollover Contribution from a qualified trust as described in Code
Section 402(c), from an employee annuity as described in Code Section 403(a)(4),
or from an individual retirement account or individual retirement annuity as
described in Code Section 408(d)(3) (a rollover or conduit account or annuity)
to be held in the Rollover Account for the Participant. Prior to the acceptance
of a Rollover Contribution, the Administrative Committee may require the
submission of evidence so that it may be reasonably satisfied that such Rollover
Contribution qualifies as a Rollover Contribution. If the Administrative
Committee shall determine subsequent to any Rollover Contribution that such
contribution did not in fact constitute a qualified Rollover Contribution, the
amount of the Rollover Contribution (including any income earned and minus any
loss allocable to such amounts) shall be returned to the Participant. To obtain
the necessary form and information to make a Rollover Contribution to the Plan,
a Participant must contact the S & I Center at 1-888-280-6933.

      4.7 DETERMINATION AND AMOUNT OF EMPLOYER CONTRIBUTIONS. The Administrative
Committee shall determine and shall certify to the Trustee the amount of any
contribution to be made by each Employer hereunder. In making such
determination, the Administrative Committee shall be entitled to rely upon the
estimates of Compensation made by the chief accounting officer of the Employer.
Such determination shall be binding on all Participants, the Trustee, and the
Employer. Under no circumstances shall any Participant or Beneficiary have any
right to examine the books and records of any Employer. However, the American
Federation of Grain Millers Trustees shall have the right to examine the records
of any Employer, but only to the extent that they relate to the sponsorship of
the Plan by said Employer.


                                                                              35
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      4.8 VESTING. Subject to Sections 4.2(c), 4.3 and 5.1, Employer Matching
Contributions, Before-Tax Contributions, Special Section 401(k) Contributions
and Employee After-Tax Contributions shall be fully vested and non-forfeitable.

      4.9 MILITARY SERVICE. Effective December 12, 1994, notwithstanding any
provision of this Plan to the contrary, contributions, benefits, and service
credit with respect to qualified military service will be provided in accordance
with Section 414(u) of the Code.


                                                                              36
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>

                                    ARTICLE V

                          LIMITATIONS ON CONTRIBUTIONS

      5.1 LIMITATIONS ON CONTRIBUTIONS.

            (a) Limitations on Contributions. Any of the provisions herein to
      the contrary notwithstanding, a Participant's Annual Additions (as defined
      in Section 5.1(b)(1) below) for any Plan Year shall not exceed his Maximum
      Annual Additions (as defined in Section 5.1(b)(2) below) for the Plan
      Year. If a Participant's Annual Additions exceed his Maximum Annual
      Additions, the Participant's Annual Additions for the Plan Year shall be
      reduced according to Section 5.1(c) by the amount necessary to eliminate
      such excess (the "Annual Excess").

            (b) Definitions.

                  (1) "Annual Additions" of a Participant for a Plan Year means
            the sum of the following:

                        (A) Employer Matching Contributions for the Plan Year
                  allocated to his Company Account,

                        (B) Before-Tax Contributions for the Plan Year allocated
                  to his Before-Tax Account,

                        (C) Special Section 401(k) Contributions for the Plan
                  Year allocated to his Before-Tax Account,

                        (D) Employee After-Tax Contributions for the Plan Year
                  allocated to his Employee After-Tax Account,

                        (E) All employer contributions, non-deductible employee
                  contributions and forfeitures for such Plan Year allocated to
                  such

                                                                              37
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  Participant's accounts for such Plan Year under any Related
                  Defined Contribution Plan,

                        (F) Contributions allocated to any individual medical
                  account established for the Participant which is part of a
                  Related Defined Benefit Plan as provided in Section 415(l) of
                  the Code and any amount attributable to post-retirement
                  medical benefits allocated to an account, established under
                  Section 419A(d)(1) of the Code for the Participant; provided
                  however that the limitation in Section 5.1(b)(2)(A) shall not
                  apply to any amounts treated as an Annual Addition under this
                  Section 5.1(b)(1)(F).

                  A Participant's Annual Additions shall include amounts
            described in this subsection (b) that are determined to be excess
            contributions as defined in Section 401(k)(8)(B) of the Code, excess
            aggregate contributions as defined in Section 401(m)(6)(B) of the
            Code, and excess deferrals as described in Section 402(g) of the
            Code, that are not timely distributed or forfeited in accordance
            with Section 4.2(c)(1). Rollover Contributions shall not be included
            as part of a Participant's Annual Additions. The Annual Additions
            for any Plan Year beginning before January 1, 1987 shall not be
            recomputed to treat all Employee After-Tax Contributions as Annual
            Additions.

                  (2) "Maximum Annual Additions" of a Participant for a Plan
            Year means the lesser of (A) and (B) below:

                        (A) 25% of the Participant's Compensation during the
                  Plan Year or

                        (B) (i) prior to November 1, 1995, the greater of (A)
                  $30,000 or (B) one-fourth (1/4) of the amount in effect under
                  Section 415(b)(1)(A) of the Code ($120,000, in 1995, adjusted
                  in subsequent years as determined in accordance with
                  regulations prescribed by the Secretary of the Treasury or his
                  delegate pursuant to the provisions of Section 415(d) of the
                  Code), or (ii) on and after November 1, 1995 $30,000; provided
                  that this $30,000 limit shall be adjusted in subsequent years
                  as determined in accordance with

                                                                              38
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  regulations prescribed by the Secretary of the Treasury or his
                  delegates pursuant to the provisions of Section 415(d) of the
                  Code. Notwithstanding the foregoing, for purposes of the short
                  Plan Year beginning November 1, 2001, and ending December 31,
                  2002, the $30,000 limit will be multiplied by a fraction, the
                  numerator of which is two, and the denominator of which is
                  twelve.

            (c) Elimination of Annual Excess. If a Participant has an Annual
      Excess for a Plan Year, such excess shall not be allocated to the
      Participant's Accounts but shall be eliminated as follows:

                  (1) The Participant's Employee After-Tax Contributions which
            are not matched by the Employer pursuant to Section 4.1 shall be
            reduced to the extent necessary to eliminate the Annual Excess.

                  (2) If any Annual Excess remains, the Participant's Employee
            After-Tax Contributions which are matched by the Employer pursuant
            to Section 4.1 and his Employer Matching Contributions shall be
            reduced in proportionate amounts to the extent necessary to
            eliminate the remaining Annual Excess.

                  (3) If any Annual Excess remains, the Participant's Before-Tax
            Contributions which are not matched by the Employer pursuant to
            Section 4.1 and his Special Section 401(k) Contributions allocated
            to his Before-Tax Account shall be reduced by first reducing his
            Special Section 401(k) Contributions and thereafter his unmatched
            Before-Tax Contributions to the extent necessary to eliminate the
            remaining Annual Excess.

                  (4) If any Annual Excess remains, the Participant's Before-Tax
            Contributions which are matched by the Employer pursuant to Section
            4.1 and his Employer Matching Contributions shall be reduced in
            proportionate amounts to the extent necessary to eliminate the
            remaining Annual Excess.

            Any Employee After-Tax Contributions or Before-Tax Contributions
      reduced or eliminated under this Section 5.1 shall be distributed to the
      Participant. Any allocations

                                                                              39
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      of Employer Matching Contributions and Special Section 401(k)
      Contributions reduced or eliminated under this Section 5.1 shall be held,
      subject to the limits of this Section 5.1, in a suspense account and
      applied to reduce the Employer Matching Contributions or Special Section
      401(k) Contributions for the next succeeding Plan Year of the Employer
      with respect to which such reductions have occurred. On Plan termination
      any amounts held in a suspense account which can not be allocated to
      Participants in the Plan Year of the termination under the provisions of
      this Section, shall be returned to the Employers in such proportions as
      shall be determined by the Administrative Committee.

            (d) Combined Limitations. This Section 5.1(d) shall apply only to
      Plan Years that begin before January 1, 2000. If a Participant
      participates or has participated in any Related Defined Benefit Plan, the
      sum of the Defined Benefit Plan Fraction (as defined in Section 415(e)(2)
      of the Code) and the Defined Contribution Plan Fraction(as defined in
      Section 415(e)(3) of the Code) for such Participant shall not exceed 1.0,
      (called the "Combined Fraction"). If the Combined Fraction of such
      Participant exceeds 1.0, the Participant's Defined Benefits Plan Fraction
      shall be reduced (a) first, by limiting the Participant's annual benefits
      payable from the Related Defined Benefit Plan in which he participates to
      the extent provided therein and (b) second, by reducing the Participant's
      Annual Additions to the extent necessary to reduce the Combined Fraction
      of such Participant to 1.0. If (1) the sum of the Defined Contribution
      Plan Fraction and the Defined Benefit Plan Fraction as of the last day of
      the Plan year beginning after October 31, 1987 is greater than 1.0, and
      (2) the sum of such fractions determined as of October 31, 1987 was not
      greater than 1.0, then the numerator of the Defined Contribution Plan
      Fraction shall be reduced, but not below 0, in a manner prescribed by
      applicable regulations, so that the sum of the fractions for Plan Years
      beginning after October 31, 1987 does not exceed 1.0.

            (e) Special Related Company Threshold. For purposes of this Section
      5.1, the standard of control for determining a Related Company under
      Sections 414(b) and 414(c) of the Code (and thus also Related Plans) shall
      be deemed to be "more than 50%" rather than "at least 80%".

                                                                              40
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                                   ARTICLE VI

                             TRUSTEE AND TRUST FUND

      6.1 TRUST AGREEMENT. The Company and the Trustee have entered into a Trust
Agreement which provides for the investment of the assets of the Plan and
administration of the Trust Fund. The Trust Agreement, as from time to time
amended, shall continue in force and shall be deemed to form a part of the Plan,
and any and all rights or benefits which may accrue to any person under the Plan
are subject to all the terms and provisions of the Trust Agreement.

      6.2 SELECTION OF TRUSTEE. The Finance Committee will select the Trustee in
accordance with the Trust Agreement. The subsequent resignation or removal of a
Trustee and the appointment of a successor Trustee and the approval of his or
its accounts will be accomplished in the manner provided in the Trust Agreement.

      6.3 TRUSTEE'S DUTIES. The powers, duties and responsibilities of the
Trustee shall be as stated in the Trust Agreement, and nothing contained in this
Plan either expressly or by implication shall be deemed to impose any additional
powers, duties or responsibilities upon the Trustee. All Employer Contributions,
Employee After-Tax Contributions and Rollover Contributions shall be paid into
the Trust, and all benefits payable under the Plan shall be paid from the Trust.
An Employer shall have no rights or claims of any nature in or to the assets of
the Trust Fund except the right to require the Trustee to hold, use, apply and
pay such assets held by the Trustee, in accordance with the directions of the
Administrative Committee and the Finance Committee, for the exclusive benefit of
the Participants and their Beneficiaries, except as otherwise provided in
Sections 5.1 and 6.10.

      6.4 TRUST EXPENSES. All clerical, legal and other expenses of the Plan
shall be paid by the Employer, and all investment fees, expenses and Trustee's
fees, if any, shall be paid by the Trust.

      6.5 TRUST ENTITY. The Trust under this Plan from its inception shall be a
separate entity aside and apart from Employers or their assets. The Trust, and
the corpus and income thereof, shall in no event and in no manner whatsoever be
subject to the rights or claims of any creditor of any Employer.

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      6.6 SEPARATE ACCOUNT. The Administrative Committee, or the Trustee on the
Administrative Committee's behalf, shall maintain separate Accounts for each
Participant as described in Section 2.1 hereof. Every adjustment to a
Participant's Accounts shall be considered as having been made on the relevant
Valuation Date regardless of the date of actual entry or receipt by the Trustee
of Employer Contributions, Employee After-Tax Contributions or Rollover
Contributions for a Plan Year.

      6.7 INVESTMENT FUNDS. Each Participant (or Beneficiary of such
Participant) may elect (in a manner prescribed by the Administrative Committee
which may include the use of electronic transmissions and/or interactive voice
response system) to have his Accounts invested in whole percentages in
increments of 1% in one or more of the Investment Funds designated by the
Finance Committee by calling the S&I Center at 1-888-280-6933. The Finance
Committee may change the designation from time to time of the Investment Funds
available for investment by such Participants. A Participant's (or
Beneficiary's) investment election or change of election may be made at any time
and shall be effective as of the next Valuation Date. A Participant's (or
Beneficiary's) investment election shall remain effective until such time as the
Participant (or Beneficiary) makes a new investment election and it becomes
effective and does not automatically rebalance. If a Participant (or
Beneficiary) fails to make an investment election, his Accounts shall be
invested in the Investment Fund designed to preserve principal. The preceding
sentence shall not apply to Part C of the Participant's (or Beneficiary's
Company Account before August 3, 1998)

            (a) "Equity Fund" means the portion of the Trust Fund composed
      principally of common stock and preferred stock or other securities with
      similar investment characteristics.

            (b) "Bond Fund" means the portion of the Trust Fund composed
      principally of bonds, notes, debentures, commercial paper and fully
      insured savings deposits and certificates of deposit or other securities
      with similar investment characteristics.

            (c) "Fixed Income Fund" means the portion of the Trust Fund composed
      principally of bonds, notes, synthetic guaranteed investment contracts,
      debentures and fully insured savings deposits and certificates of deposit
      that are issued by a bank,

                                                                              42
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      insurance company or federal, state or local government unit and which
      provide a guaranteed rate of return or other securities with similar
      investment characteristics.

            (d) "Kellogg Company Stock Fund" means the portion of the Trust Fund
      composed principally of common stock of the Company.

            (e) "Other Investment Funds" Such other Investment Funds as the
      Finance Committee shall from time to time establish.

      In order to maintain appropriate or adequate liquidity and pending or
pursuant to investment directions from the Finance Committee or an investment
manager, the Trustee is authorized to hold such portions of each of the
Investment Funds as it deems necessary in cash or liquid short-term cash
equivalent investments or securities (including, but not limited to, United
States government treasury bills, commercial paper, and savings accounts and
certificates of deposit, and common or commingled trust funds invested in such
securities).

      6.8 TRUST INCOME. As of each Valuation Date the fair market value of the
Trust and of each Investment Fund shall be determined by the Administrative
Committee or its delegate, which determination shall be final and conclusive on
all persons. As of each Valuation Date, the Administrative Committee or its
delegate shall determine the net income, gains, or losses of the Trust Fund and
of each separate Investment Fund since the preceding Valuation Date. The
Administrative Committee (or its delegate) shall proportionately allocate the
net income, gains or losses of each Investment Fund among (a) the sum of all
Participants' Accounts, and (b) the suspense account maintained under Section
5.1(c) for unallocated Employer contributions, all as valued as of the preceding
Valuation Date (reduced by any distributions therefrom since the preceding
Valuation Date) by crediting (or charging) each such Account by an amount equal
to the net income, gains or losses of each Investment Fund multiplied by a
fraction, the numerator of which is the balance of such Account invested in such
Investment Fund as of the preceding Valuation Date (reduced by any distributions
therefrom since the preceding Valuation Date) and the denominator of which is
the total value of all Accounts invested in such Investment Fund as of the
preceding Valuation Date (reduced by any distributions therefrom since the
preceding Valuation Date); provided however that for the purpose of allocating
such income as of the first Valuation Date, the numerator and denominator of the
preceding fraction shall be determined by

                                                                              43
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
using Account balances as of the first Valuation Date after all contributions
are credited thereto and before income is allocated as provided in this Section
6.8.

      6.9 CORRECTION OF ERROR. In the event of an error in the adjustment of a
Participant's Account, the Company may in its sole discretion elect to
contribute such amount as it shall determine to correct the error, or the
Administrative Committee, in its sole discretion, may correct such error by
either crediting or charging the adjustment required to make such correction to
or against income or as an expense of the Trust for the Plan Year in which the
correction is made. Except as provided in this Section, the accounts of other
Participants shall not be readjusted on account of such error.

      6.10 RIGHT OF THE EMPLOYERS TO TRUST ASSETS. Except as provided in Section
5.1, the Employers shall have no right or claims to the Trust Fund except the
right to require the Trustee to hold, use, apply, and pay such assets in its
possession in accordance with the Plan for the exclusive benefit of the
Participants or their Beneficiaries and for defraying the reasonable expenses of
administering the Plan and Trust; provided, that:

            (a) if, and to the extent that, a deduction for Employer
      Contributions under Section 404 of the Code is disallowed, Before-Tax
      Contributions conditioned on deductibility will be distributed to the
      appropriate Participant and other Employer Contributions conditioned upon
      deductibility will be returned to the appropriate Employer within one year
      after the disallowance of the deduction; and

            (b) if, and to the extent that, an Employer Contribution is made
      through mistake of fact, Before-Tax Contributions will be distributed to
      the appropriate Participant and other Employer Contributions will be
      returned to the appropriate Employer within one year of the payment of the
      contribution.

      All Employer Contributions are conditioned upon their being deductible
under Section 404 of the Code.

      6.11 VOTING OF SHARES IN KELLOGG COMPANY STOCK FUND. With respect to the
prorata interest of a Participant in any Investment Fund that holds shares (and
fractional shares) of common stock of the Company each Participant, as a named
fiduciary, shall have the right to

                                                                              44
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
direct the Trustee as to the manner of voting and the exercise of all other
rights which a shareholder of record has with respect to the Participant's
prorata interest in such Investment Fund (including, but not limited to, the
right to sell or retain such shares in a public or private tender offer). In the
event that a Participant shall fail to direct the Trustee as to the manner of
voting of his prorata interest in such Investment Fund or as to the exercise of
other rights in respect of such shares, the Trustee shall not vote such shares
or exercise such rights with respect to such prorata interest.

                                                                              45
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                                   ARTICLE VII

                                    BENEFITS

      7.1 PAYMENT OF BENEFITS IN GENERAL. A Participant's benefits under this
Plan shall be determined as of a Valuation Date and shall be payable in
accordance with the provisions of this Article on or after the Valuation Date
coinciding with or next following the Participant's or Beneficiary's election or
other right to commence to receive such benefits:

            (a) If a Participant has a Termination of Employment due to
      retirement on or after his Normal Retirement Date or age 62, on or after
      attaining age 55 and completing 20 years of continuous service, on or
      after completing 30 years of continuous service (regardless of age), upon
      Disability or for any other reason other than death, the Participant's
      Accrued Benefit shall be payable in accordance with and subject to the
      limitations of Section 7.2.

            (b) If a Participant dies, his Accrued Benefit shall be payable to
      his surviving spouse if he is married, or to his other Beneficiary or
      Beneficiaries if he is not married or to the extent he names a Beneficiary
      other than his surviving spouse, in accordance with and subject to the
      limitations of Section 7.3.

            (c) If a Participant suffers a Hardship, he may elect to receive a
      distribution of a portion of his Accrued Benefit credited to his Employee
      Profit Sharing Account, Company Profit Sharing Elective Cash Account,
      Rollover Account, Company Contributions Account and Before-Tax Account, in
      accordance with and subject to the limitations of Section 7.4(a).

            (d) If a Participant has a balance credited to his Employee
      After-Tax Account, he may elect to receive a distribution of all or any
      portion of his Employee After-Tax Account, in accordance with and subject
      to the limitations of Section 7.4(b).

            (e) If a Participant is otherwise entitled to a distribution due to
      retirement, Disability, death, or other Termination of Employment, the
      Administrative Committee shall require the immediate distribution of small
      Accrued Benefits in accordance with and

                                                                              46
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      subject to the limitations of Section 7.9, notwithstanding the provisions
      of Sections 7.2 and 7.3.

            (f) Effective before January 1, 2000, a Participant who has not had
      a Termination of Employment as of January 1, of the calendar year in which
      he will attain 70--1/2 shall receive a distribution as provided in Section
      7.10.

            (g) Any distribution or withdrawal otherwise permitted under this
      Article VII can be made only upon the written consent of the Participant's
      spouse. The spouse's consent to such a waiver must be witnessed by a
      notary public. A waiver will not be required if the Participant
      establishes to the satisfaction of the Plan representative that such
      written consent may not be obtained because there is no spouse or the
      spouse cannot be located. Any consent necessary will be valid only with
      respect to the spouse who signs the consent.

            (h) Upon the request of an alternate payee, as defined in Section
      11.4(a), the benefit payable to such alternate payee shall be
      distributable in a lump sum as of the Valuation Date coincident with or
      next following the alternate payee's election.

            (i) In order to request payment of benefits a Participant (or
      Beneficiary) must contact the S&I Center at 1-888-280-6933.

      7.2 PAYMENT OF ACCRUED BENEFIT ON TERMINATION OF EMPLOYMENT. If a
Participant has a Termination of Employment for any reason other than the
Participant's death (and prior to August 3, 1998, if the Participant has waived
his right in accordance with Section 7.2(e) and 7.6 to the annuity forms of
payment provided under the provisions of Section 7.2(b)), the Trustee shall,
unless the Participant elects an optional form of payment pursuant to Sections
7.2(a) or, from and after August 3, 1998, 7.2(b), distribute the Participant's
Accrued Benefit in the form of a lump sum within a reasonable time after the
next Valuation Date following the later of (1) the Participant's Termination of
Employment or (2) such later date as is permitted under Section 7.5 as the
Participant elects; provided that, no distribution of a lump sum amount greater
than $3,500 ($5,000, effective November 1, 2000) may be made without the
Participant's consent. Not more than 90 days, nor less than 30 days, prior to
the Participant's annuity starting date (that is, the first day of the first
period for which an amount is paid as an annuity or any other form), the

                                                                              47
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
Participant (and his spouse, if applicable) will be provided with a description
of the optional forms of payment available, a description of their relative
values, and a statement that he may elect to defer any distribution until his
Normal Retirement Date. Effective prior to January 1, 2000, where a Participant
has not previously elected an annuity form of distribution, the Participant may
expressly waive this 30 day minimum notice period on a form provided by the
Administrative Committee. Effective January 1, 2000, subject to the
Administrative Committee's ability to process a Participant's request and the
written consent of the Participant and, if married, his Spouse's written consent
(or through the use of electronic and/or interactive voice response systems, if
allowed by Internal Revenue Service regulations), a Participant may waive the
requirement that there be a minimum of 30 days between the date he receives a
written explanation of the Qualified Joint and Survivor Annuity and other
optional forms of benefit and his "annuity starting date". If a Participant
completes such a waiver, his benefits may commence as early as the seventh day
after he receives a written explanation of the Qualified Joint and Survivor
Annuity. Furthermore, the explanation required under this Section 7.2 may be
provided after the Participant's "annuity starting date" if (A) the
Participant's benefits are to commence at least 30 days after the explanation is
given and (B) the Participant waives the minimum 30 day period as provided in
the prior sentence. In this case, the Participant's benefits would be paid
retroactive to the Participant's "annuity starting date".

            (a) Optional Non-Annuity Form of Payment. A Participant may elect to
      receive his Accrued Benefit in one of the optional installment methods
      described in paragraphs (1) through (4) below. Such installment payments
      shall commence within a reasonable time after the next Valuation Date
      following the later of the Participant's Termination of Employment or such
      later date as is permitted under Section 7.5 and which the Participant
      elects.

                  (1) Fixed Installment Payment Option. A Participant who has
            met the requirements under The Kellogg Company -- Bakery,
            Confectionery, Tobacco Workers and Grain Millers Pension Plan for a
            Normal Retirement Benefit or an Early Retirement Benefit or has
            incurred a disability under the provisions of that Plan, and
            surviving spouses of Participants, may elect to receive their
            Accrued Benefit payable monthly in a fixed amount with the fixed
            amount continuing until the Accrued Benefit is exhausted. Such fixed
            amount may be changed by the Participant as of any month by giving
            advance notice to the Administrative


                                                                              48
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            Committee in accordance with procedures adopted from time to time by
            the Administrative Committee.

                  (2) Earnings Installment Payment Option: A Participant who has
            met the requirements under The Kellogg Company -- Bakery,
            Confectionery, Tobacco Workers and Grain Millers Pension Plan for a
            Normal Retirement Benefit or an Early Retirement Benefit or has
            incurred a disability under the provisions of that Plan, and
            surviving spouses of Participants, may elect to receive their
            Accrued Benefit payable monthly under the Earning Installment
            Payment Option. If the Participant elects the Earnings Installment
            Payment Option form of payment, a principal amount ("Principal
            Amount") equal to the Accrued Benefit at the time the request is
            made will be established. The initial Earnings Installment Payment
            will be equal to the Participant's Accrued Benefit on the date the
            payment is made ("Payment Date") less the Principal Amount.
            Subsequent Earnings Installment Payments will be equal to the
            Participant's Accrued Benefit on the Payment Date in each subsequent
            month less the Principal Amount.

                  If the Participant's Accrued Benefit on any Payment Date is
            less than the Principal Amount, then no Earnings Installment Payment
            will be made for the month. Furthermore, the Participant's Accrued
            Benefit will be reduced by each monthly Earnings Installment Payment
            and the Principal Amount will be fixed at the time of the first
            payment.

                  (3) Combined Fixed Installment and Earnings Installment
            Payment Option: A Participant who has met the requirements under The
            Kellogg Company -- Bakery, Confectionery, Tobacco Workers and Grain
            Millers Pension Plan for a Normal Retirement Benefit or an Early
            Retirement Benefit or has incurred a disability under the provisions
            of that Plan, and surviving spouses of Participants, may elect to
            receive their Accrued Benefit payable monthly under a Combination
            Installment Amount and Earnings Installment Payment Option. Under
            this Option, the Participant will receive a Fixed Installment
            Payment plus an Earnings Installment Payment that will continue
            until the Accrued Benefit is exhausted.

                                                                              49
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  If the Participant elects the Combined Fixed Installment and
            Earnings Installment Payment Option, the Fixed Installment Payment
            portion of the benefit will be determined in the same manner that
            the Fixed Installment Payment is calculated under the Fixed
            Installment Payment Option in Section 7.2(a)(1) above. Also, the
            Earnings Installment Payment portion of the benefit will be
            determined in the same manner that the Earnings Installment Payment
            is calculated under the Earnings Installment Payment Option in
            Section 7.2(a)(2) above. Only Participants who elected prior to
            August 1, 1998 to receive their Accrued Benefit under this Combined
            Fixed Installment and Earnings Installment Payment Option are
            eligible to receive their benefit payments under this Installment
            Payment Option.

                  (4) Special Payment Request Option: A Participant who has met
            the requirements under The Kellogg Company -- Bakery, Confectionery,
            Tobacco Workers and Grain Millers Pension Plan for a Normal
            Retirement Benefit or an Early Retirement Benefit or has incurred a
            disability under the provisions of that Plan, and surviving spouses
            of Participants, may at anytime request to receive a special payment
            ("Special Payment") from their Account of a portion of their Accrued
            Benefit. A Special Payment shall be a one-time payment in whatever
            amount the Participant may request. This request may be made more
            than once.

            The enhanced Service credited to Participants who elected to retire
      under the Battle Creek South Plant Program shall be taken into account in
      determining whether a Participant has met the requirements for a Normal
      Retirement Benefit or an Early Retirement Benefit under The Kellogg
      Company -- Bakery, Confectionery, Tobacco Workers and Grain Millers
      Pension Plan in order to be eligible to receive one of the installment
      options described in paragraphs (1), (2) and (3) above.

            (b) Optional Annuity Forms of Payment. Subject to the provisions of
      the first paragraph of Section 7.2 above, a Participant may elect to
      receive his Accrued Benefit in the form of a life annuity, in which event
      distribution shall be made in accordance with Section 7.2(b)(1), (2) or
      (3), as applicable.

                                                                              50
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  (1) If the Participant is married on his annuity starting
            date, subject to Section 7.5 and to an election made in accordance
            with Section 7.2(b)(3), the Trustee shall pay the Participant his
            Accrued Benefit in the form of a Qualified Joint and Survivor
            Annuity commencing within a reasonable time after the next Valuation
            Date following the later of (A) the Participant's Normal Retirement
            Date or (B) his Termination of Employment or, if the Participant
            shall have a Termination of Employment prior to his Normal
            Retirement Date, such earlier date following Termination of
            Employment and on or before his Normal Retirement Date as may be
            elected by the Participant.

                  (2) If the Participant is not married on his annuity starting
            date, subject to Section 7.5 and to an election made in accordance
            with Section 7.2(b)(3), the Trustee shall pay the Participant his
            Accrued Benefit in the form of a Single Life Annuity commencing
            within a reasonable time after the next Valuation Date following the
            later of (A) the Participant's Normal Retirement Date or (B) his
            Termination of Employment or, if the Participant shall have a
            Termination of Employment prior to his Normal Retirement Date, such
            earlier date following Termination of Employment and on or before
            his Normal Retirement Date as may be elected by the Participant.

                  (3) A Participant may elect (subject to Section 7.2(c)) to
            receive his Accrued Benefit in any of the following optional forms
            of benefit commencing within a reasonable time after the next
            Valuation Date following the later of (A) the Participant's
            Termination of Employment or (B) such later date as is permitted
            under Section 7.5 which the Participant elects.

                        (i) Single Life Annuity.

                        (ii) A non-transferable joint and survivor annuity with
                  monthly payments to the Participant for his life, with either
                  50%, 66-2/3%, 75% or 100% of the monthly amount so payable to
                  the Participant payable to the Participant's Beneficiary for
                  life after the death of the Participant.

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  (4) All Accrued Benefits payable in the form of an annuity
            shall be paid through the purchase by the Trustee of an annuity
            contract that provides for payment in the appropriate form. The
            Trustee shall use the Accrued Benefit of the Participant to acquire
            such annuity contract.

            (c) Waiver of Annuity Benefits. In the case of a Participant who
      elects to receive his Accrued Benefit in the form of a life annuity, an
      election pursuant to Section 7.2(b)(3) to take his Accrued Benefit in a
      form other than a Qualified Joint and Survivor Annuity or an election
      pursuant to Section 7.3(a)(2) to waive a Qualified Preretirement Survivor
      Annuity shall not be valid unless, within the ninety-day period ending on
      the annuity starting date (and at such other times determined in
      accordance with uniform rules as the Administrative Committee may permit)
      the Participant waives a Qualified Joint and Survivor Annuity or Qualified
      Preretirement Survivor Annuity, as applicable, in a manner provided or
      prescribed by the Administrative Committee, and his spouse consents to the
      Participant's waiver in accordance with Section 7.6 on a valid consent to
      waiver form provided or prescribed by the Administrative Committee;
      provided that no such election shall be effective unless and until the
      election, the Participant's waiver and, if applicable, his spouse's
      consent to waiver have been filed with the Administrative Committee, in a
      manner prescribed by it which may include the use of electronic
      transmission and/or interactive voice response systems. Within a
      reasonable time before the annuity starting date (in accordance with such
      regulations as the Secretary of the Treasury may prescribe), the
      Administrative Committee shall provide each Participant who elects to
      receive his Accrued Benefit in the form of a life annuity with a written
      explanation of:

                  (1) the terms and conditions of the Qualified Joint and
            Survivor Annuity and the Qualified Preretirement Survivor Annuity,

                  (2) the Participant's right to make, and the effect of, an
            election to waive the Qualified Joint and Survivor Annuity and the
            Qualified Preretirement Survivor Annuity,

                  (3) the rights of the Participant's spouse to consent to the
            Participant's election to waive the Qualified Joint and Survivor
            Annuity and the Qualified Preretirement Survivor Annuity and the
            effect of consenting to such waiver,

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  (4) the Participant's right to make, and the effect of, a
            revocation of an election to waive the Qualified Joint and Survivor
            Annuity and the Qualified Preretirement Survivor Annuity, and

                  (5) the eligibility conditions, value, and other material
            features of the optional forms of benefit provided under the Plan.

            Notwithstanding the foregoing, the Optional Annuity Forms of Payment
      described above shall only be available for the balance of a Participant's
      account as of the date of adoption of the Plan as amended and restated
      effective November 1, 1989.

            (d) Request For Payment. In order to begin payment of an Accrued
      Benefit on Termination of Employment a Participant must call the S&I
      Center at 1-888-280-6933.

      7.3 PAYMENT OF ACCRUED BENEFIT ON ACCOUNT OF DEATH.

            (a) Payment to Surviving Spouse. If a married Participant dies
      before his entire Accrued Benefit has been paid from the Plan, the Trustee
      shall distribute the Participant's Accrued Benefit (or remaining Accrued
      Benefit) in the following manner.

                  (1) Provided that the Participant has waived his right (or,
            effective August 3, 1998 has not elected) to receive his Accrued
            Benefit in the form of a life annuity in accordance with the
            provisions of Sections 7.2(c) and 7.6, distribution shall be made
            within a reasonable time after the next Valuation Date following the
            Participant's death to the Participant's surviving spouse, who shall
            be deemed to be the Participant's designated Beneficiary for this
            purpose, in the form of a lump sum or such optional non-annuity form
            of benefit permitted under Section 7.2(a) as may be elected by the
            surviving spouse, unless the Participant (with his spouse's consent
            in accordance with Section 7.6) has named a Beneficiary other than
            his surviving spouse to receive some or all of his Accrued Benefit
            (or remaining Accrued Benefit). The surviving spouse may, subject to
            Section 7.3(e), elect to defer the timing of the receipt of the
            Accrued Benefit.

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  (2) If the Participant has not waived his right (or, effective
            August 3, 1998 has not elected) to receive his Accrued Benefit in
            the form of a life annuity and dies before the annuity starting
            date, distribution shall be made within a reasonable time after the
            next Valuation Date following the Participant's death to the
            Participant's surviving spouse in the form of a Qualified
            Preretirement Survivor Annuity unless either (A) the Participant
            (with his spouse's consent in accordance with Section 7.6) has
            elected to waive the Qualified Preretirement Survivor Annuity and
            has designated that distribution be made to the surviving spouse in
            the form of a lump sum or an optional non-annuity form of benefit
            permitted under Section 7.2(a) or has designated a Beneficiary other
            than his surviving spouse (with his spouse's consent in accordance
            with Section 7.6) to receive some or all of his Accrued Benefit (or
            remaining Accrued Benefit) or (B) the spouse elects to waive the
            Qualified Preretirement Survivor Annuity and to receive distribution
            in the form of a lump sum or an optional non-annuity form of benefit
            permitted under Section 7.2(a). The surviving spouse may, subject to
            Section 7.3(e), elect to defer the timing of the receipt of the
            Accrued Benefit.


            (b) Payment to Other Beneficiary. If the Participant does not have a
      surviving spouse or if the Participant (with his spouse's consent in
      accordance with Section 7.6) has named a Beneficiary other than his
      surviving spouse to receive some or all of his Accrued Benefit (or
      remaining Accrued Benefit), the Trustee shall distribute the Participant's
      Accrued Benefit (or remaining Accrued Benefit), within a reasonable time
      after the next Valuation Date following the Participant's death, to his
      designated Beneficiary in the form of (1) a lump sum or (2) at the
      election of the Participant or his Beneficiary, an optional installment
      form of benefit permitted under Section 7.2(a), provided that distribution
      of the Participant's Accrued Benefit (or remaining Accrued Benefit) under
      such optional installment form of benefit shall be completed not later
      than December 31 of the calendar year which contains the fifth anniversary
      of the Participant's death. In the event a Participant has named multiple
      beneficiaries, in all cases, distributions to those beneficiaries shall be
      made in lump sum payments.

            (c) Designation of Beneficiary. Subject to Section 7.6, the
      Participant may select or change his Beneficiary from time to time by
      filing a Beneficiary designation in a manner prescribed by it which may
      include the use of electronic transmission and/or


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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      interactive voice response systems. No designation of Beneficiary or
      change of Beneficiary shall be effective until filed with the
      Administrative Committee and, if applicable, until the consent of the
      Participant's spouse (in accordance with Section 7.6) is filed with the
      Administrative Committee. If a Participant shall fail to file a valid
      Beneficiary designation, or if all persons designated as the Beneficiary
      shall have predeceased the Participant (or, in the case of a Beneficiary
      other than an individual, cease to exist prior to the Participant's
      death), the Participant shall be deemed to have designated the following
      as Beneficiary in the following order of precedence:

                  (1) the Participant's surviving spouse;

                  (2) the Participant's estate.

            (d) Death After Required Beginning Date. Notwithstanding the
      foregoing Sections of this Article VII or any elections made by the
      Participant or his Beneficiary, if a Participant dies after he has
      attained his Required Beginning Date and after distribution of his Accrued
      Benefit has commenced under Section 7.1(f) or 7.2(a) or (b) but before his
      entire Accrued Benefit is distributed, the balance of his Accrued Benefit,
      if any, shall be distributed to his Beneficiary at least as rapidly as
      under the method of distribution in effect under Section 7.2(a) or (b) on
      the date of the Participant's death.

            (e) Death Before Required Beginning Date. Notwithstanding the
      foregoing Sections of this Article VII, if a Participant who is not
      receiving annuity payments dies and if at the time of his death such
      Participant has not attained his Required Beginning Date, such
      Participant's Accrued Benefit shall be distributed not later than December
      31 of the calendar year which contains the fifth anniversary of the
      Participant's death except that, if the sole Beneficiary is the
      Participant's spouse, the Participant's Accrued Benefit may be paid to his
      spouse over a period not exceeding the spouse's life expectancy if the
      distribution commences not later than January 1 of the calendar year in
      which the Participant would have attained the age of 70-1/2 years. If the
      surviving spouse of a Participant who is the Participant's Beneficiary
      dies before distributions have begun to the surviving spouse under this
      Section 7.3(e), distributions shall be made in accordance with this
      Section 7.3(e) as if the surviving spouse were the Participant.

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            (f) Death of Spouse. If distributions under the installment method
      have commenced within a period permitted under Section 7.3(e) to the
      Participant's spouse who dies before the Participant's entire Accrued
      Benefit is distributed, the remainder of the Participant's Accrued Benefit
      shall be distributed at least as rapidly as under the method of
      distribution in effect at the time of the spouse's death. To the extent
      not otherwise provided, on the death of a Beneficiary who is entitled to
      benefits under the Plan, the Participant's Accrued Benefit (or the
      remainder thereof) shall be distributed within a reasonable time after the
      Beneficiary's death.

            (g) Payments to Child. For purposes of this Section 7.3, any amount
      paid to a child shall be treated, in accordance with regulations
      prescribed by the Secretary of the Treasury, as if it had been paid to the
      Participant's surviving spouse if such amount will become payable to the
      surviving spouse upon such child reaching majority (or such other events
      as the Secretary of the Treasury may by regulations prescribe).

            (h) Request For Payment. In order to initiate the Payment of an
      Accrued Benefit on account of death, a Beneficiary must contact the S&I
      Center at 1-888-280-6933.

      For purposes of this Section 7.3, a Participant who has received
distribution prior to his death of a Qualified Joint and Survivor Annuity,
Single Life Annuity or optional form of annuity contract pursuant to Section
7.2(b) shall be treated as having been paid his entire Accrued Benefit from the
Plan.

      7.4 PARTICIPANT WITHDRAWALS.

            (a) Hardship Withdrawal. A Participant may in a manner prescribed by
      the Administrative Committee which may include the use of electronic
      transmission and/or interactive voice response systems, request
      distribution to him for reasons of Hardship (but not more than the amount
      required to meet the immediate and heavy financial need created by
      Hardship) of (i) all or any portion of his Accrued Benefit credited to his
      Employee Profit Sharing Account, Company Profit Sharing Elective Cash
      Account and Rollover Account, (ii) that portion of his Company
      Contributions Account other than Employer Matching Contributions (and
      earnings thereon) that have been credited to the Participant's Company
      Contributions Account in the current Plan Year or the two (2)

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
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<PAGE>
      immediately preceding Plan Years, or (iii) that portion of his Before-Tax
      Account attributable to his Before-Tax Contributions and any income
      attributable thereto credited to his Before-Tax Account as of December 31,
      1988, but excluding any income credited to his Before-Tax Account for any
      period after December 31, 1988; provided, however, that no withdrawal may
      be made from a Participant's Before-Tax Account until he has withdrawn all
      other amounts that are available for withdrawal under the Plan and under
      all other plans maintained by the Employer and has obtained all nontaxable
      loans currently available under all plans maintained by the Employer. A
      Participant shall initiate a Hardship Withdrawal by contacting the S&I
      Center at 1-888-280-6933. The Participant shall submit such evidence of
      the existence of Hardship as the Administrative Committee may require and
      shall also comply with either Section 7.4(a)(1) (available only for
      hardship applications filed on or after July 1, 1991) or (2) below.

                  (1) In order to demonstrate that a withdrawal from the Plan is
            necessary to satisfy an immediate and heavy financial need, the
            Participant shall furnish the Administrative Committee a personal
            balance sheet, in a form prescribed or permitted by the
            Administrative Committee, together with such other documentation as
            may be requested by the Administrative Committee, shall certify that
            the amount of the withdrawal being requested is not in excess of the
            amount required to meet the immediate and heavy financial need
            created by Hardship, and shall also certify that the immediate and
            heavy financial need cannot be relieved:

                        (A) through reimbursement or compensation by insurance
                  or otherwise;

                        (B) by reasonable liquidation of the employee's assets,
                  to the extent such liquidation would not itself cause an
                  immediate and heavy financial need;

                        (C) by cessation of Before-Tax Contributions or Employee
                  After-Tax Contributions; or

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                        (D) by other distributions or nontaxable (at the time of
                  the loan) loans from plans maintained by the Employer or by
                  any other employer, or by borrowing from commercial sources on
                  reasonable commercial terms; and

                        (E) because the withdrawal is necessary to pay Federal
                  taxes likely to be incurred as a result of hardship
                  distributions described in Section 2.24(a) through Section
                  2.24(g).

                  (2) In lieu of submitting the information and certification
            described in Section 7.4(a)(1), a Participant may elect to (A)
            suspend all Before-Tax Contributions and Employee After-Tax
            Contributions for a period of twelve (12) months from the date of
            the Hardship withdrawal and (B) limit the amount of Before-Tax
            Contributions for the calendar year immediately following the
            calendar year in which the Hardship withdrawal occurs to an amount
            which does not exceed (i) the applicable limit under Code Section
            402(g) for such next calendar year less (ii) the amount of the
            Participant's Before-Tax Contributions for the calendar year in
            which the Hardship withdrawal occurs.

            (b) Withdrawal from Employee After-Tax Account. A Participant may,
      in a manner prescribed by the Administrative Committee, which may include
      the use of electronic transmission or interactive voice response systems,
      request distribution of all or a portion of his Employee After-Tax
      Account. For distributions made before August 3, 1998, if the distribution
      includes any Employee After-Tax Contributions (or earnings thereon) that
      have been credited to the Participant's Employee After-Tax Account for the
      current Plan Year or the two immediately preceding Plan Years, the
      Participant shall not thereafter be eligible to make Employee After-Tax
      Contributions or Before-Tax Contributions to the Plan before the first
      payroll period that begins at least six months after the date of the
      distribution. Effective for distributions made after August 2, 1998, the
      distribution may include only Employee After-Tax Contributions (or
      earnings thereon) from the Participant's Employee After-Tax Account that
      were credited to the Account at least 24 months prior to the withdrawal.
      Also effective for distributions made after August 2, 1998, a Participant
      who withdraws Employee After-Tax Contributions from his Employee After-Tax
      Account that have not been credited to the Account for at

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
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<PAGE>
      least 24 months shall not thereafter be eligible to make Employee
      After-Tax Contributions to the Plan before the first payroll period that
      begins at least 6 months after the date of the distribution, except that
      for Participants who have been participating in the Plan for at least 60
      months before the date of the withdrawal, the six (6) month suspension is
      waived. The Administrative Committee may from time to time establish such
      uniform and non-discriminatory rules and procedures as it deems
      appropriate to administer withdrawals from Employee After-Tax Accounts.

            (c) Withdrawal from Company Contributions Account. For distributions
      made before August 3, 1998, a Participant may on account of hardship as
      defined in Section 7.4(a), on such form and in such manner as the
      Administrative Committee shall prescribe, require distribution of all or a
      portion of the Matching Contributions allocated to his Company
      Contributions Account; provided, however, Matching Contributions credited
      to the Company Contributions Account for the current Plan Year or the two
      immediately preceding Plan Years shall not be eligible for such
      withdrawal. For distributions made after August 2, 1998, a Participant
      may, in a manner prescribed by the Administrative Committee, which may
      include the use of electronic transmissions or interactive voice response
      systems, request distribution of all or a portion of the Employer Matching
      Contributions (and earnings thereon) that have been credited to the
      Participant's Company Contributions Account; provided, however, Matching
      Contributions credited to the Company Contributions Account for the
      immediately preceding 24 months shall not be eligible for such withdrawal.
      Notwithstanding the foregoing sentence, if the Participant had been
      participating in the Plan for at least 60 months, all Matching
      Contributions credited to the Participant's Company Contribution Account
      shall be available for withdrawal. The Administrative Committee may, from
      time to time, establish such uniform and non-discriminatory rules and
      procedures as it deems appropriate to administer withdrawals from the
      Employer Company Contributions Accounts.

            (d) Pro-rata Withdrawals. Effective for withdrawals made on or after
      July 1, 1991, withdrawals will be drawn pro-rata from each of the
      Investment Funds from which Account the withdrawal is to be made.

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
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<PAGE>
      7.5 DEADLINE FOR PAYMENT OF BENEFITS. Notwithstanding any other provision
herein, payment of benefits will be made or commence not later than sixty (60)
days after the later of the close of the Plan Year in which (1) the Participant
attains age sixty-five (65), (2) occurs the tenth (10) anniversary of the Plan
Year in which the Participant commenced participation, or (3) the Participant
had a Termination of Employment; provided that, payments will be made or
commence not later than the Required Beginning Date. However, effective August
3, 1998, a Participant who has met the requirement under The Kellogg Company --
Bakery, Confectionery, Tobacco Workers and Grain Millers Pension Plan for a
Normal Retirement Benefit or an Early Retirement Benefit may elect to defer the
commencement of the benefit to a later date.

      7.6 SPOUSAL CONSENTS.

            (a) A valid spousal consent to the Participant's naming of a
      Beneficiary other than his spouse, to a distribution or to the
      Participant's waiver of a Qualified Joint and Survivor Annuity or a
      Qualified Preretirement Survivor Annuity shall be:

                  (1) in a writing acknowledging the effect of the consent;

                  (2) signed by the Participant's spouse and witnessed by a
            notary public;

                  (3) effective only for the spouse who gives the consent; and

                  (4) effective only with respect to the specific beneficiary
            and specific optional form of benefit named in the consent unless
            the spouse voluntarily in such consent expressly permits subsequent
            elections of beneficiaries and optional forms of benefit without
            further spousal consent and acknowledges the spouse's right to limit
            the consent to a specific beneficiary and optional form of benefit;
            provided that the consent of a Participant's spouse shall not be
            required if it is established to the satisfaction of a Plan
            representative that such consent may not be obtained because there
            is no spouse, or because the spouse cannot be located or because of
            such other circumstances as the Secretary of the Treasury may by
            regulations prescribe.

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
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<PAGE>
            (b) To the extent provided in any Qualified Domestic Relations Order
      (as defined in Section 11.4 below), the former spouse of a Participant
      shall be treated as the surviving spouse of such Participant for purposes
      of receiving a Qualified Joint and Survivor Annuity, Qualified
      Preretirement Survivor Annuity, and providing consent in accordance with
      this Section 7.6.

      7.7 FACILITY OF PAYMENT. If, in the opinion of the Administrative
Committee, any person to whom benefits are payable is unable to care for his
affairs because of illness, accident or other incapacity, any payment due
(unless prior claim therefor shall have been made by a duly qualified legal
representative) may be paid for his benefit to his spouse, parent, child,
brother or sister, or to any other person as the Administrative Committee may
from time to time determine. If any payment due any person under this Plan is
unpaid at the time of the payee's death, the Administrative Committee may
determine the person equitably entitled thereto to whom the payment shall be
made (unless prior claim therefor shall have been made by a duly qualified legal
representative prior to distribution). Any such payment under this Section 7.7
shall, to the extent thereof, be a complete discharge of any liability therefor.

      7.8 FORM OF PAYMENT. A Participant's Accrued Benefit payable under this
Article will be distributed in cash; provided that, except with respect to
Participant withdrawals made pursuant to Section 7.4, all or any portion of a
Participant's Accrued Benefit that is invested in The Kellogg Company Stock Fund
and which is payable in the form of a lump sum will, at the election of the
Participant, be paid in whole shares of common stock of the Company, except that
the value of any fractional share will be paid in cash. Notwithstanding the
foregoing, where any portion of the Participant's Accrued Benefit is paid in an
annuity form, such benefit shall be paid by distributing an annuity contract to
the Participant or other Beneficiary.

      7.9 LUMP SUM PAYMENT WITHOUT ELECTION. Notwithstanding any other provision
of this Article VII, if a Participant or a Beneficiary is entitled to a
distribution and if the value of a Participant's Accrued Benefit or the present
value of a Qualified Joint and Survivor Annuity, Qualified Preretirement
Survivor Annuity or of the present value of a distribution payable to an
alternate payee under a Qualified Domestic Relations Order before a
Participant's (or his Beneficiary's) annuity starting date does not exceed
$3,500, the Administrative Committee shall in accordance with uniform and
nondiscriminatory rules direct the immediate distribution of such benefit
regardless of any election or consent of the Participant, his spouse or other
Beneficiary.

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
Effective November 1, 2000, the $3,500 limit prescribed in the preceding
sentence will increase to $5,000. In determining if the value of a Participant's
Accrued Benefit or the present value of a Qualified Joint and Survivor Annuity,
Qualified Preretirement Survivor Annuity or the present value of a distribution
payable to an alternate payee is less than $5,000, the Administrative Committee
shall not be required to look back at whether the present value of the benefit
exceeded $5,000 at an earlier distribution date. The rule set forth in the prior
sentence does not apply if the Participant has started to receive installment
payments under an optional installment method set forth in Section 7.2(a) and at
that time the present value of the Participant's benefit exceeded $5,000.

      7.10 REQUIRED MINIMUM DISTRIBUTIONS TO PARTICIPANTS . Effective before
January 1, 2000, a Participant who has not had a Termination of Employment as of
January 1 of the calendar year in which he will attain age 70--1/2 shall
commence receiving installment payments for such calendar year in which he
attains age 70--1/2 not later than the last day of such year, and for each
calendar year after the year in which he attains age 70--1/2 not later than the
last day of such calendar year, in an amount equal to the minimum amount
required to be distributed in accordance with regulations under Section
401(a)(9) of the Code or such larger amount (including a lump sum distribution
of the Participant's entire Accrued Benefit) as may be elected by the
Participant. Furthermore, all benefit distributions under the Plan shall comply
with Section 401(a)(9) of the Code. In addition, the distributions will be made
in accordance both with the minimum distribution requirements and the minimum
distribution incidental benefit requirements of proposed Internal Revenue
Regulations Section 1.401(a)(9)-1 and 1.401(a)(9)-2.

      Effective January 1, 2000, a Participant who has had a Termination of
Employment as of January 1 of the calendar year in which he will attain age
70-1/2 shall commence receiving installment payments as of the end of the
calendar year in which he attains age 70-1/2. A Participant who has not had a
Termination of Employment as of January 1 of the calendar year in which he
attains age 70-1/2 shall commence receiving installment payments as of the later
of (a) the end of the calendar year in which his Termination of Employment
occurs or (b) unless he is a 5% Owner, his Required Beginning Date as defined in
Section 2.36 (prior to January 1, 2000 such a Participant regardless of whether
or not he is a 5% Owner shall commence to receive installment payments as of the
end of the calendar year in which he attains age 70-1/2). The installment
payments shall be in an amount equal to the amount required to be distributed in
accordance with Section 401(a)(9) of the Code, based on the age of the
Participant as of such

                                                                              62
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
date or such larger amount (including a lump sum distribution of the
Participant's entire Accrued Benefit) as may be elected by the Participant.
Furthermore, all benefit distributions under the Plan shall comply with Section
401(a)(9) of the Code.

      Also effective January 1, 2000, upon attaining his Required Beginning
Date, the Administrative Committee shall furnish to the Participant a
Beneficiary election form for the purpose of determining if minimum
distributions required by Code Section 401(a)(9) are to be calculated based on a
single life basis or joint and survivor life basis. By not electing a
Beneficiary the Participant shall thereby elect to have his required minimum
distributions calculated on a single life basis. By completing a Beneficiary
election form the Participant shall elect to have the required minimum
distributions calculated on a joint and survivor basis unless the Participant
notifies the Administrative Committee that he wishes to have his required
minimum distributions calculated on a single life basis. A Participant's life
expectancy (and Beneficiary's if applicable) shall be calculated in accordance
with published Internal Revenue Service life expectancy tables under Code
Section 401(a)(9). Furthermore, required minimum distributions shall be made in
accordance with both the minimum distribution requirements and the minimum
distribution incidental benefit requirements of proposed Internal Revenue
Regulations Section 1.401(a)(9)-1 and 1.401(a)(9)-2.

      With respect to distributions under the Plan made in calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of Section 401(a)(9) of the Code in accordance with
the regulations under Section 401(a)(9) that were proposed in January 2001 (the
"2001 proposed regulations"), notwithstanding any provision of the Plan to the
contrary. This paragraph will continue in effect until the end of the last
calendar year beginning before the effective date of final regulations under
Section 401(a)(9), or another date specified in guidance published by the
Internal Revenue Service. In applying the 2001 proposed regulations, the Plan
will figure life expectancy for required minimum distributions made during the
Participant's lifetime using the MDIB table provided in A-4 of Section
1.401(a)-5 of the 2001 proposed regulations, unless the Participant's spouse is
his sole beneficiary and the Participant otherwise requests. In such a case, the
life expectancy will be the longer of the period determined in accordance with
the MDIB table and the joint life expectancy of the Participant and his spouse,
using the Participant's and spouse's attained ages as of their birthdays in the
distribution calendar year.

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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
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      7.11 REQUEST FOR WITHDRAWAL OR DISTRIBUTION. A Participant must contact
the S&I Center at 1-888-280-6933 to request a withdrawal or distribution. A
withdrawal or distribution hereunder shall be made within a reasonable time
after a Valuation Date provided that the Administrative Committee has received
the request for the withdrawal or distribution (and the consent of the
Participant's spouse in accordance with Section 7.6, if required), in a manner
prescribed by it which may include the use of electronic transmission and/or
interactive voice response systems, on or before such Valuation Date, and
provided further that the Administrative Committee determines that the request
satisfies the requirements for a withdrawal or distribution.

      7.12 DEDUCTION OF TAXES FROM AMOUNTS PAYABLE. The Trustee may deduct from
the amounts to be distributed hereunder such amounts as the Trustee, in his or
its sole discretion, deems proper to protect the Trustee and the Trust against
liability for the payment of death, succession, inheritance, income, or other
federal, state or local taxes, and out of the money so deducted, the Trustee may
discharge any such liability and pay the amount remaining to the Participant or
his Beneficiary, as the case may be.

      7.13 IMPROPER PAYMENT OF BENEFITS. The Administrative Committee shall
require reimbursement of any amount of payment subsequently determined not to
have been properly payable to a Participant.

      7.14 DIRECT ROLLOVER. Effective for distributions after December 31, 1992,
if a distributee (as defined below) is entitled to an eligible rollover
distribution (as defined below) such distributee may elect to have such
distribution directly paid to the trustee or custodian of an eligible retirement
plan (as defined below) specified by the distributee. An election by a
distributee to make a direct rollover must be in writing and be made on the
applicable form provided by the Administrative Committee.

      The term "eligible rollover distribution" means any distribution to the
distributee of all or any portion of the taxable balance to the credit of the
Participant under the Plan; provided that such term shall not include:

            (a) any distribution which is one of a series of substantially equal
      periodic payments (not less frequently than annually) which are made

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                  (1) for the life (or life expectancy) of the Participant or
            the joint lives (or joint life expectancies) of the Participant and
            the Participant's designated beneficiary, or

                  (2) for a specified period of 10 years or more; or

            (b) any distribution to the extent such distribution is required by
      Section 401(a)(9) of the Code;

            (c) the portion of any distribution that is not includible in gross
      income (determined without regard to the exclusion for net unrealized
      appreciation with respect to employer securities; and

            (d) effective January 1, 2000, any hardship distribution, as that
      term is described in Internal Revenue Service regulation
      1.401(k)-1(d)(2)(ii), granted under Section 7.11.

      The term "eligible retirement plan" means

            (a) an individual retirement account described in Section 408(a) of
      the Code;

            (b) an individual retirement annuity described in Section 408(b) of
      the Code (other than an endowment contract);

            (c) a qualified defined benefit or defined contribution plan, the
      terms of which permit the acceptance of rollover contributions; and

            (d) an annuity plan described in Section 403(a) of the Code.

      The term "distributee" means an Employee or former Employee. In addition,
the Employee's or former Employee's surviving spouse and the Employee's or
former Employee's spouse or former spouse who is the alternate payee under a
Qualified Domestic Relations Order, as defined in Section 11.4 below, are
distributees with regard to the interest of the spouse or former spouse.

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      7.15 LOANS TO PARTICIPANTS. The Administrative Committee may direct the
Trustee to lend a Participant an amount not in excess of the lesser of (i) 50%
of his vested Accounts or (ii) $50,000 (reduced by the excess, if any, of the
highest outstanding balances of all other loans from the Plan during the
one-year period ending on the day before the loan is made over the outstanding
balance of loans from the Plan on the date on which such loan is made),
determined as of the last completed valuation coincident with or immediately
preceding the date the Participant applies for the loan. Subject to the rules of
the Administrative Committee as set forth below, the Trustee, upon application
by a Participant by calling the S&I Center at 1-888-280-6933, may make a loan to
such Participant for any purpose.

      In addition to such rules as the Administrative Committee may adopt, all
loans shall comply with the following terms and conditions:

            (a) An application by a Participant for a loan from the Plan shall
      be made to the Administrative Committee (in a manner prescribed by it
      which may include the use of electronic transmission and/or interactive
      voice response systems ) whose action thereon shall be final.

            (b) The period of repayment for any loan shall be for a term of
      either 12, 24, 36, 48 or 60 months by mutual agreement between the
      Administrative Committee and the borrower, but such period shall not
      exceed five years. Repayment of interest and principal shall be according
      to a substantially level amortization schedule of payments beginning with
      the first payroll period of the month following receipt of the loan.
      Repayment of interest and principal shall be by payroll deduction, except
      for those Participants who are not receiving a paycheck or who are laid
      off with recall rights, with respect to whom a loan repayment check shall
      be due by the last day of the month. A Participant may have only one loan
      outstanding at any time. Loans may be prepaid in full at any time without
      penalty. Loan repayments shall be allocated to a Participant's Accounts on
      a pro-rata basis to those Accounts from which the loan was distributed as
      set forth in Section 7.15(j) below and shall be invested pursuant to a
      Participant's current investment elections.

            (c) Each loan shall be secured by the assignment of the borrower's
      right, title and interest in and to the Trust Fund to the extent of the
      borrowed amount, supported by the

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      borrower's collateral promissory note for the amount of the loan,
      including interest, payable to the order of the Trustee; provided that,
      the Participant's spouse has consented in writing to the use of the
      Participant's Accrued Benefit as security for the loan in accordance with
      the provisions of Sections 7.2(c) and 7.6 within the 90-day period ending
      on the date on which the loan is to be secured.

            (d) Each loan shall bear interest equal to the prime lending rate
      plus one percent shown in the Wall Street Journal as of the last business
      day of the month prior to the month in which the loan is made or such
      other rate determined by the Administrative Committee.

            (e) The minimum amount available for any loan is $1,000.00.

            (f) The procedure to be followed by a Participant in applying for a
      loan shall be determined by the Administrative Committee and documented by
      a duly approved set of rules of the Administrative Committee.

            (g) A loan shall not be made in an amount that would result in a
      payroll deduction for the Participant greater than the amount of the
      Participant's net pay check (after all other deductions).

            (h) In the event of (i) default on the loan or (ii) the
      Participant's termination of employment prior to repayment of the entire
      loan balance, the Participant shall have the option to repay the remaining
      loan balance in full no later than one month following the Participant's
      termination of employment. If the loan is not repaid, there shall be
      distributed to the Participant upon his termination of employment the sum
      of (1) the value of the Participant's Accounts without regard to the
      amount of any outstanding loan (including any accrued interest thereon)
      plus (2) the Participant's promissory note. Notwithstanding the foregoing,
      if the sum of (1) and (2) exceeds $3,500 ($5,000, effective November 1,
      2000), then such amount shall be distributed to the Participant only in
      accordance with Section 7.2 hereof. If the Participant does not consent to
      take a full distribution of the sum of (1) plus (2), there shall be
      distributed to the Participant the promissory note and the remaining value
      of the Participant's Accounts shall be distributed in accordance with
      Section 7.1(a).

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            For purposes of this Section 7.15, default means a Participant's
      failure to repay the loan when due in accordance with the procedures
      outlined in subsection (b) hereof.

            (i) Notwithstanding anything herein to the contrary, the
      Administrative Committee may direct the Trustee to make a loan to a Former
      Participant who is a "party in interest" as that term is defined in
      Section 3(14) of ERISA, in accordance with nondiscriminatory rules.

            (j) All loans shall be taken on a pro-rata basis from the funds in
      which a Participant's Accounts are invested, in the following order:

                  (1) Company Profit Sharing Elective Account

                  (2) Employee Profit Sharing Account

                  (3) Company Deferred Profit Sharing Account

                  (4) Rollover Account

                  (5) Before-Tax Account

                  (6) Company Account

                  (7) After-Tax Account

            (k) All loans shall be repaid on a pro-rata basis from the funds in
      which a Participant's Accounts are invested in the following order:

                  (1) After-Tax Account

                  (2) Company Account

                  (3) Before-Tax Account

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                  (4) Rollover Account

                  (5) Company Deferred Profit Sharing Account

                  (6) Employee Profit Sharing Account

                  (7) Company Profit Sharing Elective Account

            (l) All loans shall comply with the Participant Loan Procedures
      adopted by the Administrative Committee.

            (m) Loans shall be made available to Participants and Beneficiaries
      on a reasonably equivalent basis.

            (n) Plan Participants who have loans and are granted an unpaid
      Authorized Leave of Absence shall have until the earlier of:

                  (1) the end of the unpaid Authorized Leave of Absence; or

                  (2) a period of twelve months after the Authorized Leave of
            Absence starts to repay the loan.


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                                  ARTICLE VIII

                                 ADMINISTRATION

      8.1   ESTABLISHMENT OF COMMITTEES. The Kellogg Company American Federation
of Grain Millers Administrative Committee will have overall responsibility for
the establishment, amendment, termination, administration and operation of the
Plan including the authority to receive and determine benefit claims and to
determine appeals of benefit decisions. The Kellogg Company American Federation
of Grain Millers Finance Committee is delegated the overall responsibility for
the investment of the Trust Fund. Individuals may serve on both Committees.

      8.2   COMMITTEE DUTIES.

            (a)   Administrative Committee. The Administrative Committee, which
      is designated as the administrator of the Plan within the meaning of
      Section 3(16)(A) of ERISA, shall enforce the Plan in accordance with the
      terms of the Plan and the Trust Agreement and shall have all discretionary
      powers necessary to accomplish that purpose, including but not by way of
      limitation, the following:

                  (1)   To issue rules and regulations necessary for the proper
            conduct and administration of the Plan and to change, alter, or
            amend such rules and regulations;

                  (2)   To construe and interpret the Plan and Trust Agreement
            including ambiguous provisions;

                  (3)   To determine all questions arising in its
            administration, including those relating to the eligibility of
            persons to become Participants; the rights of Participants, former
            Participants and their Beneficiaries; and Employer Contributions;
            and its decision thereon shall be final and binding upon all persons
            hereunder;

                  (4)   To compute and certify to the Trustee the amount and
            kind of benefits payable to Participants or their Beneficiaries;


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                  (5)   To authorize all disbursements of the Trustee from the
            Trust Fund;

                  (6)   To employ and suitably compensate such accountants and
            attorneys (who may but need not be the accountants or attorneys of
            the Company) and other persons to render advice and clerical
            employees as it may deem necessary to the performance of its duties;

                  (7)   To communicate the Plan and its eligibility requirements
            to the Employees and to notify Employees when they become eligible
            to participate;

                  (8)   To make available to Participants upon request, for
            examination during business hours, such records as pertain
            exclusively to the examining Participant; and

                  (9)   To hear, review and determine claims for benefits.

                  (10)  To adopt rules, procedures and such guidance as may be
            necessary regarding the use of interactive voice response systems to
            effect changes in contributions, investment elections and such other
            changes as the Administrative Committee believes may be furthered by
            the use of interactive voice response technologies. The
            Administrative Committee may substitute such technology for the
            written elections required by the Plan upon reasonable notice to the
            Participants. Participants making use of interactive voice response
            technology shall be bound as if the Participant had submitted a
            written request to the Administrative Committee.

            (b)   Finance Committee. The Finance Committee will direct the
      investment of the assets of the Trust Fund and will have all powers
      necessary to accomplish that purpose including but not by way of
      limitation, the following:

                  (1)   To appoint and remove and direct the Company to enter
            into a Trust Agreement with the Trustee;


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                  (2)   To appoint and remove and direct the Company to contract
            with one or more investment managers (within the meaning of Section
            3(38) of ERISA);

                  (3)   To establish and communicate to the Trustee and any
            investment managers investment objectives and guidelines and
            periodically review and monitor the performance of the Trustee and
            any investment managers; and

                  (4)   To direct, in its discretion, that Plan assets be
            invested in such contracts (including but not limited to a group
            annuity contract, a guaranteed investment contract, an immediate
            participation guarantee contract or a deposit administration
            contract) issued by an insurance company authorized to do business
            in any State of the United States, selected from time to time by the
            Finance Committee. The Trustee shall be the policyholder of such
            contract unless the Finance Committee directs that the Company shall
            be the policyholder of such contract, provided that regardless of
            who is the policyholder, the Finance Committee shall have the right
            to exercise, or to direct the Trustee to exercise, all rights,
            powers, and elections provided under any such contract.

                  (5)   To select the Investment Funds to be made available for
            Participant directed investments.

      8.3   COMMITTEE MEMBERSHIP.

            (a)   The Administrative Committee shall be composed of six (6)
      Regular Members. Three (3) of such Regular Members shall be appointed by
      the Employer and three (3) of such Regular Members shall be appointed by
      the General President of the Union.

            (b)   The Finance Committee shall consist of not less than three (3)
      members, who shall be appointed by the Chairman of the Board. The Chairman
      of the Board may from time to time remove any of said members with or
      without cause and shall appoint their successors.


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      8.4   COMMITTEE STRUCTURE. Each member of the Administrative Committee and
the Finance Committee shall be an officer or Employee of an Employer hereunder.
Each person upon becoming a member of a Committee, shall file an acceptance
thereof in writing with the secretary of the Kellogg USA Inc. and the secretary
of the Committee. Any member of a Committee may resign by delivering his written
resignation to the secretary of the Kellogg USA Inc. and the secretary of the
Committee, and such resignation shall become effective upon the date specified
therein. In the event of a vacancy in membership, the remaining members shall
constitute the Committee with full power to act until said vacancy is filled.

      8.5   COMMITTEE ACTIONS. The action of each of the Administrative
Committee and the Finance Committee shall be determined by the vote or other
affirmative expression of a majority of its respective members. Each Committee
shall choose a chairman who shall be a member of the Committee and a secretary
who may (but need not) be a member of the Committee. The secretary shall keep a
record of all meetings and acts of the Committee and shall have custody of all
records and documents pertaining to its operations. Either the chairman or the
secretary may execute any certificate or other written direction on behalf of
the Committee. The decisions of the Administrative Committee and the Finance
Committee in matters within each Committee's respective jurisdiction shall be
final, binding and conclusive upon the Employers and the Trustee and upon each
Employee, Participant, former Participant, Beneficiary and every other person or
party interested or concerned.

      8.6   COMMITTEE LIABILITY. The Administrative Committee and the Finance
Committee and the members thereof shall be free from all liability, joint or
several, for their acts as members of such Committee, except to the extent that
they may have been guilty of willful misconduct, except as otherwise required by
federal law.

      8.7   COMMITTEE BONDING. The members of the Administrative Committee and
the Finance Committee shall serve without bond (except as otherwise required by
federal law) and without compensation for their service as such; but all
expenses of the Committees shall be paid by the Trust except to the extent paid
by the Employers.


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      8.8   ALLOCATIONS AND DELEGATIONS OF RESPONSIBILITY.

            (a)   The Board of Directors, the Chairman of the Board, the
      Administrative Committee, and the Finance Committee shall each have the
      authority to delegate from time to time, by instrument in writing filed in
      its minute books all or any part of its responsibilities under the Plan to
      such person or persons as it may deem advisable (and may authorize such
      person, upon receiving the written consent of the delegating authority, to
      delegate such responsibilities to such other person or persons as the
      delegating authority shall authorize), and in the same manner to revoke
      any such delegation of responsibility. Any action of the delegate in the
      exercise of such delegated responsibilities shall have the same force and
      effect for all purposes hereunder as if such action had been taken by the
      delegating authority. The Employers, the Board of Directors, the Chairman
      of the Board, the Administrative Committee, and the Finance Committee
      shall not be liable for any acts or omissions of any such delegate except
      as required by the Code or ERISA. The delegate shall periodically report
      to the delegating authority concerning the discharge of the delegated
      responsibilities.

            (b)   The Board of Directors, the Chairman of the Board, the
      Administrative Committee, and the Finance Committee shall each have the
      authority to allocate from time to time, by instrument in writing filed in
      its minute books, all or any part of its responsibilities under the Plan
      to one or more of its members as it may deem advisable, and in the same
      manner to revoke such allocation of responsibilities. Any action of the
      member to whom responsibilities are allocated in the exercise of such
      allocated responsibilities shall have the same force and effect for all
      purposes hereunder as if such action had been taken by the allocating
      authority. The Employers, the Board of Directors, the Chairman of the
      Board, the Administrative Committee, and the Finance Committee shall not
      be liable for any acts or omissions of such member except as required by
      the Code or ERISA. The member to whom responsibilities have been allocated
      shall periodically report to the allocating authority concerning the
      discharge of the allocated responsibilities.

      8.9   INFORMATION TO BE SUPPLIED BY EMPLOYERS. Employers shall provide the
Administrative Committee and the Finance Committee or their delegates with such
information


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as they shall from time to time need in the discharge of their duties. The
Committees and the Trustee may rely conclusively on the information certified to
it by an Employer.

      8.10  RECORDS. The regularly kept records of the Administrative Committee,
the Finance Committee, the Company, Kellogg USA Inc. and the Employers shall be
conclusive evidence of the Years of Eligibility Service of an Employee, his
Compensation, his age, his marital status, his status as an Employee, and all
other matters contained in such records applicable to this Plan, except as
otherwise required by ERISA, provided that an Employee may request a correction
in the record of his age at any time prior to retirement, and such correction
shall be made if within ninety (90) days after such request he furnishes in
support thereof a birth certificate, baptismal certificate, or other documentary
proof of age satisfactory to the Administrative Committee.

      8.11  FIDUCIARY CAPACITY. Any person or group of persons may serve in more
than one fiduciary capacity with respect to the Plan.

      8.12  COMPANY AS AGENT. The Company, the Administrative Committee and the
Finance Committee, as applicable, shall act as agent for each Employer in the
administration of the Plan.

      8.13  FIDUCIARY RESPONSIBILITY. If a Plan fiduciary acts in accordance
with ERISA, Title I, Subtitle B, Part 4,

            (a)   in relying on a Participant's election to waive a Qualified
      Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity or
      a revocation of such an election or in determining that the Participant's
      spouse has consented to a waiver or to the Participant's naming of a
      Beneficiary other than his spouse or that the consent of the Participant's
      spouse may not be obtained because there is no spouse, the spouse cannot
      be located or other circumstances prescribed by the Secretary of the
      Treasury by regulations, then to the extent of payments made pursuant to
      such consent, revocation or determination, the Plan and its fiduciaries
      shall have no further liability; or

            (b)   in treating a domestic relations order as being (or not being)
      a Qualified Domestic Relations Order (as defined in Section 11.4), or,
      during any period in which the


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      issue of whether a domestic relations order is a Qualified Domestic
      Relations Order is being determined (by the Administrative Committee, by a
      court of competent jurisdiction, or otherwise), in separately accounting
      for the amounts ("Segregated Amounts") which would have been payable to
      the alternate payee during such period if the order had been determined to
      be a Qualified Domestic Relations Order, in paying the Segregated Amounts
      (including any interest thereon) to the person entitled thereto if within
      the 18-month period beginning with the date on which the first payment
      would be required to be made under the domestic relations order (the
      "18-Month Period") the domestic relations order (or a modification
      thereof) is determined to be a Qualified Domestic Relations order, in
      paying the Segregated Amounts (including any interest thereon) to the
      person entitled thereto if there had been no order, if within the 18-Month
      Period the domestic relations order is determined not to be qualified, or
      if the issue is not resolved within the 18-Month Period and in
      prospectively applying a domestic relations order which is determined to
      be qualified after the close of the 18-Month Period,

then the obligation of the Plan and its fiduciaries to the Participant and each
alternate payee shall be discharged to the extent of any payment made pursuant
to such acts.


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                                   ARTICLE IX

                                CLAIMS PROCEDURE

      9.1   INITIAL CLAIM FOR BENEFITS. Each Participant or Beneficiary (a
"Claimant") may submit his claim for benefits to the Administrative Committee
(or to such other person or persons as may be designated by the Administrative
Committee) in a manner prescribed by it which may include the use of electronic
transmission and/or interactive voice response systems, or as is provided or
approved by the Administrative Committee, which claim shall designate the date
upon which the Claimant desires his benefits to commence. A Claimant shall
submit a claim for benefits by calling the S&I Center at 1-888-280-6933. A
Claimant shall have no right to seek review of a denial of benefits, or to bring
any action in any court to enforce a claim for benefits prior to his filing a
claim for benefits and exhausting his rights to review under Sections 9.1 and
9.2.

      When a claim for benefits has been filed properly, such claim for benefits
shall be evaluated and the Claimant shall be notified of the approval or the
denial within ninety (90) days after the receipt of such claim unless special
circumstances require an extension of time for processing the claim. If such an
extension of time for processing is required, notice of the extension shall be
furnished to the Claimant prior to the termination of the initial ninety (90)
day period which shall specify the special circumstances requiring an extension
and the date by which a final decision will be reached (which date shall not be
later than one hundred and eighty (180) days after the date on which the claim
was filed). A Claimant shall be given notice in which the Claimant shall be
advised as to whether the claim is granted or denied, in whole or in part. If a
claim is denied, in whole or in part, the Claimant shall be given notice which
shall contain (1) the specific reasons for the denial, (2) references to
pertinent plan provisions upon which the denial is based, (3) a description of
any additional material or information necessary to perfect the claim and an
explanation of why such material or information is necessary, and (4) the
Claimant's rights to seek review of the denial.

      9.2   REVIEW OF CLAIM DENIAL. If a claim is denied, in whole or in part,
(or if within the time periods presented in Section 9.1 the Claimant has not
received an approval or a denial and the claim is therefore deemed denied) the
Claimant shall have the right to request that the Administrative Committee
review the denial, provided that the Claimant files a request for review with
the Administrative Committee within sixty (60) days after the date on which the


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Claimant received notification of the denial. A Claimant (or his duly authorized
representative) may review pertinent documents and submit issues and comments in
writing to the Administrative Committee. Within sixty (60) days after a request
for review is received, the review shall be made and the Claimant shall be
advised of the decision on review, unless special circumstances require an
extension of time for processing the review, in which case the Claimant shall be
given notification within such initial sixty (60) day period specifying the
reasons for the extension and when such review shall be completed (provided that
such review shall be completed within one hundred and twenty (120) days after
the date on which the request for review was filed). The decision on review
shall be forwarded to the Claimant and shall include specific reasons for the
decision and references to plan provisions upon which the decision is based. A
decision on review shall be final and binding on all persons for all purposes.
If a Claimant shall fail to file a request for review in accordance with the
procedures described in Sections 9.1 and 9.2, such Claimant shall have no right
to review and shall have no right to bring action in any court and the denial of
the claim shall become final and binding on all persons for all purposes.


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                                    ARTICLE X

                      AMENDMENT AND TERMINATION OF THE PLAN

      10.1  DURATION. This Plan shall have the same duration as the Master
Agreement between Kellogg USA Inc. and the Union and, except as otherwise
provided in this Article X, shall continue in effect without change from year to
year. Either Kellogg USA Inc. or the Union, if they wish to terminate, amend or
modify this Plan may do so with the same rights and limitations as provided in
the Master Agreement for termination, amendments or modifications of the Master
Agreement.

      10.2  AMENDMENT. Notwithstanding anything to the contrary provided herein,
the six (6) members of the Administrative Committee assembled at a meeting are
expressly authorized by the Company and the Union to amend or modify the
provisions of this Plan by a unanimous vote, provided however, unless otherwise
required by law:

            (a)   No such amendment or modification affecting the amount of the
      contributions to the Fund or the management of the funds or the duties,
      obligations or power of the Trustees of the Trust Fund shall be made until
      and unless such amendment or modification has first specifically been
      agreed to in writing by Kellogg USA Inc. and the Union;

            (b)   No part of the assets of the Fund shall, by reason of any such
      amendment or modification, be used for or diverted to any purpose other
      than for the sole and exclusive benefit of Participants, terminated vested
      Participants or other beneficiaries under the Plan or for necessary
      expenses unless such amendment or modification has first specifically been
      agreed to in working by Kellogg USA Inc. and the Union, and,

            (c)   No such amendment shall have the effect of vesting in any
      Employer any interest in any funds, securities or other property subject
      to the terms of this Plan and the Trust Agreement.

      Any amendment or modification duly made in accordance with the Section
10.2, shall be final, binding and conclusive upon Kellogg USA Inc., the Union,
Participants and other


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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
beneficiaries and all other parties and persons having or claiming to have any
interest whatsoever in the Plan or Trust Fund.

      No amendment to the Plan shall decrease a Participant's Accrued Benefit or
eliminate an optional form of distribution of that benefit unless authorized
under Section 411(d)(6) of the Code, provided, however, that no amendment made
in conformance to provisions of the Code, or any other statute relating to
employees' trusts, or any official regulations or ruling issued pursuant
thereto, shall be considered prejudicial to the rights of any Participant or
Beneficiary.

      10.3  TERMINATION. The Plan may be terminated as provided in Section 10.1
of this Article X.

      When any termination date shall be fixed, the Administrative Committee
shall give notice thereof to the Commissioner of Internal Revenue Service or
such other office, if any, as may then be prescribed by governmental regulation.

      Notwithstanding any provision to the contrary, upon the termination or the
partial termination or upon complete discontinuance of contributions under this
Trust, the rights of all terminated Participants to the amount credited to said
Participants' accounts shall be nonforfeitable.

      10.4  PAYMENT UPON TERMINATION. Upon termination of the Plan or complete
discontinuance of Employer Contributions, each Participant's Accrued Benefit
will remain fully vested and nonforfeitable. Upon a partial termination of the
Plan, the Accrued Benefit of each former Participant who lost status as a
Participant (or otherwise suffered the partial termination) because of such
partial termination will remain fully vested and nonforfeitable. In the event of
termination of the Plan and after payment of all expenses, the Administrative
Committee may direct that either (1) each Participant and each Beneficiary of a
deceased Participant receive his entire Accrued Benefit as soon as reasonably
possible; provided that, the Employer does not maintain or establish another
defined contribution plan as of the date of said termination or (2) the Trust be
continued and Participants' Accrued Benefits be distributed at such times and in
such manner as provided in Article VII. Furthermore, upon the termination of the
Plan, "Affected Participants" shall receive 100% of their Accrued Benefit.
"Affected Participants" are Employees who have an Accrued Benefit at the time
the Plan terminates.


                                                                              80
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

      11.1  EMPLOYER JOINDER AND WITHDRAWAL

            (a)   Employer Joinder Any Related Company may by resolution of such
      Related Company's board of directors, with the approval of the
      Administrative Committee and subject to such terms and conditions
      (including but not limited to terms and conditions concerning Years of
      Eligibility Service and amount of Accrued Benefits) as the Administrative
      Committee may prescribe, adopt the Plan and Trust Agreement.

            (b)   Employer Withdrawal Any Employer other than the Company or
      Kellogg USA Inc. may withdraw from the Plan and Trust Agreement, under
      such terms and conditions as the Board of Directors may prescribe, by
      delivery to the Trustee and the Company of a resolution of its board of
      directors electing to so withdraw.

      11.2  PLAN MERGER. The Plan shall not merge or consolidate with, or
transfer any assets or liabilities to, any other plan, unless each Participant
would receive a benefit immediately after the merger, consolidation or transfer
(if the Plan were then terminated) which is equal to or greater than the benefit
he would have been entitled to immediately before the merger, consolidation, or
transfer (if the Plan were then terminated).

      11.3  NON-ALIENATION OF BENEFITS.

            (a)   No benefit payable at any time under this Plan shall be
      subject in any manner to alienation, sale, transfer, assignment, pledge,
      attachment, or other legal processes or encumbrance of any kind. Any
      attempt to alienate, sell, transfer, assign, pledge or otherwise encumber
      any such benefits, whether currently or thereafter payable, shall be void.
      No benefit, nor any fund which may be established for the payment of such
      benefits, shall, in any manner, be liable for or subject to the debts or
      liabilities of any person entitled to such benefits.


                                                                              81
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            (b)   Notwithstanding Section 11.3(a), the Trustee

                  (1)   shall comply with an order entered on or after January
            1, 1985, determined by the Committee to be a Qualified Domestic
            Relations Order as provided in Section 11.4,

                  (2)   shall comply with a domestic relations order entered
            before January 1, 1985, if benefits are already being paid under
            such order, and

                  (3)   may treat an order entered before January 1, 1985, as a
            Qualified Domestic Relations order even if it does not meet the
            requirements of Section 11.4.

            (c)   Also notwithstanding Section 11.3(a), effective August 5,
      1997, a Participant's benefits under the Plan may be subject to reduction
      for Federal and State income tax withholding, and in an amount that the
      Participant is ordered or required to pay to the Plan if the order or
      requirement to pay arises under a judgment of conviction for a crime
      involving the Plan.

      11.4  QUALIFIED DOMESTIC RELATIONS ORDER.

            (a)   "Qualified Domestic Relations Order" means any judgment,
      decree, or order (including approval of a property settlement agreement):

                  (1)   which is made pursuant to a state domestic relations law
            (including a community property law),

                  (2)   which relates to the provision of child support, alimony
            payments, or marital property rights to a spouse, former spouse,
            child, or other dependent of a Participant,

                  (3)   which creates or recognizes the existence of an
            alternate payee's right to receive all or a portion of the
            Participant's Accrued Benefit under the Plan, and


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THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  (4)   with respect to which the requirements of paragraphs (b)
            and (c) are met.

            (b)   A domestic relations order can be a Qualified Domestic
      Relations order only if such order clearly specifies:

                  (1)   the name and the last known mailing address, if any, of
            the Participant and the name and mailing address of each alternate
            payee covered by the order,

                  (2)   the amount or percentage of the Participant's Accrued
            Benefit to be paid by the Plan to each such alternate payee, or the
            manner in which such amount or percentage is to be determined,

                  (3)   the number of payments or period to which such order
            applies, and

                  (4)   each Plan to which such order applies.

            (c)   A domestic relations order can be a Qualified Domestic
      Relations Order only if such order does not:

                  (1)   require the Plan to provide any type or form of benefit,
            or any option not otherwise provided under the Plan,

                  (2)   require the Plan to provide increased benefits
            (determined on the basis of actuarial value), or

                  (3)   require the payment of benefits to an alternate payee
            which are required to be paid to another alternate payee under
            another order previously determined to be a Qualified Domestic
            Relations Order.

            (d)   A domestic relations order shall not be treated as failing to
      meet the requirements of Section 11.4(c)(1) solely because such order
      requires that payment of benefits be made to an alternate payee:


                                                                              83
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                  (1)   in the case of any payment before a Participant has had
            a Termination of Employment, on or after the earlier of:

                        (A)   the date on which the Participant is entitled to
                  received benefits under the Plan, or

                        (B)   the later of: (i) the date the Participant attains
                  age 50, or (ii) the earliest date on which the Participant
                  could begin receiving benefits under the Plan if the
                  Participant had a Termination of Employment,

                  (2)   as if the Participant had retired on the date on which
            such payment is to begin under such order (but taking into account
            only the present value of the benefits actually accrued and not
            taking into account the present value of any employer subsidy for
            early retirement), and

                  (3)   in any form in which such benefits may be paid under the
            Plan to the Participant (other than in the form of a Qualified Joint
            and Survivor Annuity with respect to the alternate payee and his or
            her subsequent spouse).

            (e)   To the extent provided in any Qualified Domestic Relations
      Order, the former spouse of a Participant shall be treated as the
      surviving spouse of such Participant for purposes of receiving a Qualified
      Joint and Survivor Annuity, a Qualified Preretirement Survivor Annuity,
      and providing a valid consent in accordance with Section 7.6.

            (f)   In the case of any domestic relations order received by the
      Plan, the Administrative Committee shall separately account for the
      amounts payable under the domestic relations order. If it is determined
      that the order is not a Qualified Domestic Relations Order, the amounts
      separately accounted for during such determination shall no longer be
      accounted for separately.

            (g)   An alternate payee can elect in writing, on a form prescribed
      or permitted by the Administrative Committee, to have the amounts payable
      under the Qualified Domestic Relations Order invested in increments of 10%
      in one or more of the Investment Funds described in Section 6.7.


                                                                              84
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
            (h)   An alternate payee can designate in writing on a form
      prescribed or permitted by the Administrative Committee, a Beneficiary to
      receive some or all of the amounts payable under the Qualified Domestic
      Relations Order assuming the alternate payee dies before receiving the
      entire amount that is payable.

      11.4  UNCLAIMED AMOUNT. Unclaimed amounts shall consist of the amounts of
the Accounts of a retired, deceased or terminated Participant which cannot be
distributed because of the Administrative Committee's inability, after a
reasonable search, to locate a Participant or his Beneficiary within a period of
two (2) years after the payment of benefits becomes due. Unclaimed amounts for a
Plan Year shall become a Forfeiture and shall be applied in accordance with the
following sentence, within a reasonable time after the close of the Plan Year in
which such two-year period shall end. Forfeitures shall be applied toward the
payment of (and shall be considered to be) Employer Matching Contributions under
Section 4.1 of the Employer of the Employees who forfeited such amounts. If an
unclaimed amount is subsequently properly claimed by the Participant or the
Participant's Beneficiary, said amount shall be paid to such Participant or
Beneficiary, and shall be accounted for by requiring an additional contribution
of the amount necessary to make such payment from the Employer(s) whose Employer
Matching Contributions were reduced by such Forfeiture.

      11.5  NO CONTRACT OF EMPLOYMENT. Nothing contained in this Plan shall be
construed as a contract of employment between any Employer and any Employee or
as creating a right of any Employee to be continued in the employment of any
Employer.

      11.6  REDUCTION FOR OVERPAYMENT. The Administrative Committee shall,
whenever it determines that a person has received benefit payments under this
Plan in excess of the amount to which the person is entitled under the terms of
the Plan, make a reasonable attempt to collect such overpayment from the person.
If the person to whom such overpayments were made does not, within a reasonable
time, make the requested repayment to the Trustee, the overpayment shall be
considered as an advance payment of benefits and the Administrative Committee
shall direct the Trustee to reduce all future benefits payable to that person by
the equivalent value of the overpayment.

      11.7  EMPLOYEES' TRUST. The Plan and Trust are created for the exclusive
purpose of providing benefits to the Participants in the Plan and their
Beneficiaries and defraying reasonable


                                                                              85
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
expenses of administering the Plan and Trust. The Plan and Trust shall be
interpreted in a manner consistent with their being a Plan described in Section
401(a) of the Code and a Trust exempt under Section 501(a) of the Code. At no
time shall the Trust Fund be diverted from the above purpose, except as may be
provided in Section 6.10.

      11.8  SOURCE OF BENEFITS. All benefits payable under the Plan shall be
paid or provided solely from the Trust and the Employers assume no liability or
responsibility therefore.

      11.9  LIMITATION ON LIABILITY. No Employer nor any agent or representative
of any Employer who is an Employee, officer, or director of an Employer in any
manner guarantees the Trust Fund against loss or depreciation, and to the extent
not prohibited by federal law, none of them shall be liable (except for his own
gross negligence or willful misconduct), for any act or failure to act done or
omitted in good faith with respect to the Plan except as required by the Code or
ERISA. No Employer shall be responsible for any act or failure to act of any
Trustee appointed to administer the Trust Fund. No Employer shall be responsible
for the sufficiency of the Trust Fund, and in the event of termination of the
Plan, no Employer shall be required to make any contributions to the Trust.

      11.10 COMPANY MERGER. In the event that any successor corporation to
Kellogg USA Inc., by merger, consolidation, purchase or otherwise, shall elect
to adopt the Plan, such successor corporation shall be substituted hereunder for
Kellogg USA Inc. upon filing in writing with the Trustee its election so to do.

      11.11 GENDER AND NUMBER. Except when the context indicates to the
contrary, when used herein, masculine terms shall be deemed to include the
feminine or neuter, and singular the plural.

      11.12 HEADINGS. The headings of articles and sections are included solely
for convenience of reference, and if there is any conflict between such headings
and the text of this Plan, the text shall control.

      11.13 UNIFORM AND NONDISCRIMINATORY APPLICATION OF PROVISIONS. The
provisions of this Plan shall be interpreted and applied in a uniform and
non-discriminatory manner with respect to all Participants, former Participants,
and Beneficiaries.


                                                                              86
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      11.14 INVALIDITY OF CERTAIN PROVISIONS. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof and the Plan shall be construed and
enforced as if such provisions, to the extent invalid or unenforceable, had not
been included.

      11.15 LAW GOVERNING. The Plan shall be construed and enforced according to
the laws of Michigan without regard to its laws with respect to choice of law,
to the extent not preempted by ERISA.


                                                                              87
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
      IN WITNESS WHEREOF, the duly authorized officer of Kellogg Company below
has executed this restatement of The Kellogg Company - Bakery, Confectionery,
Tobacco Workers and Grain Millers Savings and Investment Plan (As Restated
Effective January 1, 1987) which embodies the terms of the Plan As Amended and
Restated Effective November 1, 1989, and as further amended by Amendments No. 1
through 6, this ___ day of _____________, 2002.

                                    KELLOGG COMPANY

                                    By:_______________________________________


                                                                              88
THE KELLOGG COMPANY -- BAKERY, CONFECTIONERY, TOBACCO WORKERS
AND GRAIN MILLERS SAVINGS AND INVESTMENT PLAN
<PAGE>
                               AMENDMENT NUMBER 1
                                     TO THE
   KELLOGG COMPANY - BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS
                          SAVINGS AND INVESTMENT PLAN
               (As Amended and Restated Effective January 1, 1997
                    With Amendments Through January 1, 2002)

                     Effective as of the Dates Stated Herein

      WHEREAS, the Kellogg Company (the "Company") maintains the Kellogg Company
-- Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and
Investment Plan (as amended and restated effective January 1, 1997 with
amendments through January 1, 2002) (the "BCTGM S&I Plan") for the benefit of
eligible union employees of the Company and its affiliates;

      WHEREAS, under Section 10.2 of the BCTGM S&I Plan, the Company and the
Union (as such terms are defined under the BCTGM S&I Plan) have authorized the
Administrative Committee to amend or modify the provisions of this Plan by a
unanimous vote;

      WHEREAS, the Company and the Union negotiated and agreed in writing on
September 29, 2002 to amend the BCTGM S&I Plan effective as of November 13,
2002, to add an employee stock ownership plan ("ESOP") component in accordance
with Code Section 4975(e)(7), which is intended to be a stock bonus plan under
Code Section 401(a); and

      WHEREAS, the Company and the Union desire to amend the BCTGM S&I Plan to
adopt an Appendix A to the Plan, attached hereto as Exhibit I, to demonstrate
the BCTGM S&I Plan's good faith compliance with the requirements of the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), effective as of the
dates stated.

      NOW, THEREFORE, BE IT RESOLVED, that pursuant to the power given to the
Administrative Committee under Section 10.2 of the BCTGM S&I Plan, the BCTGM S&I
Plan is hereby amended in the following particulars:

      1.    By adding the following new Article XII immediately after Article
XI, effective as of November 13, 2002:

                                  "ARTICLE XII

                    EMPLOYEE STOCK OWNERSHIP PLAN PROVISIONS

      12.1  ESTABLISHMENT OF ESOP. From and after November 13, 2002, interests
in the Kellogg Company Stock Fund shall be divided between the ESOP Subfund and
the 401(k) Company Stock Subfund. The ESOP Subfund together with the 401(k)
Company Stock Subfund shall constitute (and may be referred to as) the Kellogg
Company Stock Fund. The portion of the Plan assets consisting of the ESOP
Subfund shall be a stock bonus plan under Section 401(a) of the Code, which is
intended to qualify as an employee stock ownership plan under Section 4975(e)(7)
of the Code (the "ESOP Portion"). The ESOP Portion is maintained as a portion of
the Plan as authorized by Treasury Regulations Section 54.4975-11(a)(5). The
remaining part of
<PAGE>
the Plan is intended to be a profit sharing plan that meets the requirements
for qualification under Sections 401(a) and 401(k) of the Code (the "Profit
Sharing Portion"). Together the ESOP Portion and the Profit Sharing Portion
constitute the entire Plan and are intended to be a single plan under Treasury
Regulations Section 1.414(l)-1(b)(1).

      Notwithstanding the foregoing, this Article XII shall not apply to any
investment by a Muncy Participant in the Kellogg Company Stock Fund.

      12.2  DEFINITIONS. For purposes of this Article XII, the following terms
shall have the meaning set forth below:

            (a)   "Cash Dividends" means the cash dividends that are paid on or
after March 1, 2002 by the Company with respect to the Company Stock in the ESOP
Subfund.

            (b)   "Company Stock" means common stock issued by the Company (or
by a corporation that is a member of the same controlled group) which is readily
tradable on an established securities market.

            (c)   "ESOP Subfund" means the portion of the Kellogg Company Stock
Fund that constitutes an employee stock ownership plan under Section 4975(e)(7)
of the Code. The ESOP Subfund shall invest primarily in employer securities,
within the meaning of Section 409(l) of the Code, and shall consist of the
Company Stock and other assets determined by the Administrative Committee or the
Finance Committee to be a part of such Subfund.

            (d)   "401(k) Company Stock Subfund" means the portion of the
Kellogg Company Stock Fund that does not constitute an employee stock ownership
plan under Section 4975(e)(7) of the Code, and that shall consist of the Company
Stock and other assets determined by the Administrative Committee or the Finance
Committee to be a part of such Subfund.

            (e)   "Payment Election" means a completed election made under
Section 13.4 pursuant to which a Participant has affirmatively elected to have
his or her Cash Dividends paid to the Trustee and distributed by the Trustee to
the electing Participant outside the Plan. To the extent administratively
feasible, the Trustee will distribute the Cash Dividends to Participants on the
same day the Cash Dividends are paid to the Trustee. The Administrative
Committee may, in its sole discretion, which shall be applied in a uniform and
non-discriminatory manner, instead (i) allow Participants to affirmatively elect
to have their Cash Dividends paid to the Trustee and distributed by the Trustee
to the Participants no later than 90 days after the end of the Plan Year in
which paid to the Trustee, or (ii) allow Participants to affirmatively elect to
have their Cash Dividends paid directly to them in cash outside the Plan.

            (f)   "Subfunds" refers to both the ESOP Subfund and the 401(k)
Company Stock Subfund.

      12.3  OPERATION OF SUBFUNDS.

            (a)   Establishment of Subfunds. The ESOP Subfund and the 401(k)
Company Stock Subfund shall be initially established effective as of the
beginning of the day on November


                                      -2-
<PAGE>
13, 2002. The Company Stock and other assets held in the Kellogg Company Stock
Fund as of the end of the day on November 12, 2001 shall be transferred to the
ESOP Subfund as soon as administratively feasible.

            (b)   Contributions to Plan. All Employer Matching Contributions,
Before-Tax Contributions, Special Section 401(k) Contributions, Employee
After-Tax Contributions and Rollover Contributions that are made for a Plan Year
and that are immediately invested in the Kellogg Company Stock Fund, either due
to an investment election by the Participant or due to a directive by an
Employer, the Finance Committee or the Administrative Committee, shall be added
to the 401(k) Company Stock Subfund.

            (c)   Transfers into and out of Subfunds.

                  (1)   Any transfers into the Kellogg Company Stock Fund from
      another Investment Fund shall be added to the ESOP Subfund.

                  (2)   As of the end of the business day immediately prior to
      each ex-dividend date for the payment of dividends on Company Stock, the
      closing balance of all Company Stock held in the 401(k) Company Stock
      Subfund shall be deemed to be automatically transferred to the ESOP
      Subfund, in accordance with any rules and procedures that the
      Administrative Committee may establish from time to time.

                  (3)   Transfers out of Company Stock and into another
      Investment Fund shall first be subtracted from the 401(k) Company Stock
      Fund, with any remaining balance to be taken from the ESOP Subfund, as
      necessary.

      12.4. ELECTION TO RECEIVE DIVIDENDS ON ESOP SUBFUND.

            (a)   The Administrative Committee shall prescribe rules and
procedures that allow each Participant with an interest in the ESOP Subfund to
elect to have the Cash Dividends allocable to him or her paid to the Trustee and
distributed by the Trustee to the electing Participant outside the Plan rather
than having such Cash Dividends paid to the Plan and reinvested in Company Stock
in the ESOP Subfund. To the extent administratively feasible, the Trustee will
distribute the Cash Dividends to Participants on the same day the Cash Dividends
are paid to the Trustee. The Administrative Committee may, in its sole
discretion, which shall be applied in a uniform and non-discriminatory manner,
instead (i) allow Participants to affirmatively elect to have their Cash
Dividends paid to the Trustee and distributed by the Trustee to the Participants
no later than 90 days after the end of the Plan Year in which paid to the
Trustee, or (ii) allow Participants to affirmatively elect to have their Cash
Dividends paid directly to them in cash outside the Plan. Such rules and
procedures that are prescribed by the Administrative Committee shall be in
accordance with the terms of the Plan or, to the extent not specified in the
Plan, the requirements that must be satisfied in order for a federal income tax
deduction to be allowed under Section 404(k) of the Code with respect to the
amount of Cash Dividends (including the requirement that the election to receive
Cash Dividends be irrevocable for the period to which it applies and including
the requirement set forth in Section 404(k)(2)(b) of the Code).


                                      -3-
<PAGE>
            (b)   In the event a Participant does not complete a Payment
Election, the Cash Dividends allocated to him or her shall be automatically paid
to the Plan, allocated to the ESOP Subfund and reinvested in Company Stock.
Participants may make a Payment Election in the manner prescribed by the
Administrative Committee, which may include the use of electronic transmissions
and/or an interactive voice response system. A Payment Election shall be
irrevocable once accepted by the Administrative Committee and shall remain in
effect indefinitely thereafter, unless the Participant cancels the Payment
Election pursuant to the rules and procedures adopted by the Administrative
Committee, which shall give Participants a reasonable opportunity to change a
dividend election at least annually and at any time that there is a modification
in the Plan's provisions governing the manner in which Cash Dividends are paid
or distributed to Participants. A Participant's Payment Election shall be
effective as soon as administratively practicable following the date the Plan
receives the Participant's Payment Election. A Payment Election must be
completed by the Participant within the time proscribed for such purpose and
pursuant to the rules and procedures adopted by the Administrative Committee
from time to time. Any Payment Election that is not completed as required by the
Administrative Committee shall be considered null and void. Notwithstanding any
provisions in this Section 13.4 to the contrary, in the absence of a valid
Payment Election, if a Hardship withdrawal is processed on an ex-dividend date
for a Participant with an interest in the ESOP Subfund, the Participant shall be
deemed to have a Payment Election in effect solely with respect to said
ex-dividend date, and the applicable Cash Dividends shall be distributed or paid
to the Participant in accordance with the provisions of this Section 13.4.

            (c)   Cash Dividends that are paid or reinvested pursuant to Section
404(k)(2)(A)(iii) of the Code and the provisions of this Section shall not be
considered to be Annual Additions for purposes of Section 415(c) of the Code,
Before-Tax Contributions for purposes of Section 402(g) of the Code, elective
contributions for purposes of Section 401(k) of the Code or employee
contributions for purposes of Section 401(m) of the Code.

            (d)   Notwithstanding the foregoing provisions of this Section 13.4,
Participants who are residents of states that have not amended their tax laws to
conform with Section 404(k)(2) of the Code, as amended by the Economic Growth &
Tax Relief Act of 2001, shall have their respective Cash Dividends distributed
to them in cash, in the same manner as if they had completed a Payment Election.

      12.5. GENERAL RULES. Both the 401(k) Company Stock Subfund and the ESOP
Subfund shall be governed by the following paragraphs, unless otherwise noted.

            (a)   Investments in the Subfunds will be denominated as "units."
The value of a unit will fluctuate in response to various factors, including the
price of and dividends paid on Company Stock, earnings and losses on other
investments in the Subfunds and Subfund expenses.

            (b)   Shares of Company Stock held in the Subfunds and dividends and
other distributions on Company Stock are not specifically allocated to
Participant Accounts. Each Participant's interest in the Subfunds will be based
on the proportion of his investment in the Subfunds to the total investment in
the Subfunds of all Participants.


                                      -4-
<PAGE>
            (c)   Any dividends on shares of Company Stock in the 401(k) Company
Stock Subfund will be paid to the 401(k) Company Stock Subfund, treated as
earnings and used to purchase additional units in the 401(k) Company Stock
Subfund. Any Company Stock received by the Trustee as a stock split or dividend,
or as a result of a reorganization or other recapitalization with respect to the
Company Stock in the 401(k) Company Stock Subfund, will be unitized and added to
the 401(k) Company Stock Subfund. Any other property (other than shares of
Company Stock) received by the Trustee with respect to the Company Stock in the
401(k) Company Stock Subfund may be sold by the Trustee and the proceeds added
to the 401(k) Company Stock Subfund. In the event of a significant distribution
of such other property, the Administrative Committee may implement special
arrangements for the holding or disposition of such other property by the Plan.
Any rights to subscribe to additional shares of Company Stock shall be sold by
the Trustee and the proceeds credited to the 401(k) Company Stock Subfund.

            (d)   All Cash Dividends on shares of Company Stock in the ESOP
Subfund that a Participant does not elect to have distributed to the Participant
pursuant to Section 13.4 will be reinvested in Company Stock, unitized and added
to the ESOP Subfund. Any Company Stock received by the Trustee as a stock split
or dividend, or as a result of a reorganization or other recapitalization with
respect to the Company Stock in the ESOP Subfund, will be unitized and added to
the ESOP Subfund. Any other property (other than shares of Company Stock)
received by the Trustee with respect to the Company Stock in the ESOP Subfund
may be sold by the Trustee and the proceeds added to the ESOP Subfund. In the
event of a significant distribution of such other property, the Administrative
Committee may implement special arrangements for the holding or disposition of
such other property by the Plan. Any rights to subscribe to additional shares of
Company Stock shall be sold by the Trustee and the proceeds credited to the ESOP
Subfund.

            (e)   Shares of Company Stock either will be contributed by the
Employers to the Subfunds or will be purchased or sold for the Subfunds in the
open market or in privately negotiated transactions. The Trustee, or its
designated agent, may limit the daily volume of purchases and sales to the
extent it believes it will be in the interest of Participants to do so.

      12.6. ESOP REQUIREMENTS. To the extent required by applicable law, the
Company reserves the right to amend the Plan to conform to any applicable
statutory or regulatory requirements.

      12.7. DISAGGREGATION OF ESOP. Notwithstanding any provisions in this Plan
to the contrary, the ESOP Portion of the Plan (or any other employee stock
ownership plan described in Section 4975(e)(7) or Section 409 of the Code) is
not subject to the aggregation provisions of Sections 4.1 and 4.2."


                                      -5-
<PAGE>
      2.    By adding the following new subsection 7.4(a)(3) under Article VII,
effective as of November 13, 2002:

                  "(3)  In addition, effective as of November 13, 2002, a
      Participant who has an interest in the ESOP Subfund may not receive a
      Hardship withdrawal under this Section 7.4(a) unless he or she has elected
      to have the Plan distribute all Cash Dividends to him or her to the extent
      such dividends are currently available to the Participant. If the Hardship
      withdrawal is processed on an ex-dividend date, the amount of the Hardship
      withdrawal shall be reduced by the amount of the Cash Dividends
      distributed or paid to the Participant in accordance with the provisions
      of Section 12.4."

      3.    By amending Article IV as follows:

            (a).  By substituting the following for Section 4.1(a) of the Plan,
effective as of September 29, 2002:

                  "(a)  Employer Matching Contributions. Except as provided in
            an applicable Appendix and herein, effective for Plan Years
            beginning on or after January 1, 2002, each Employer shall
            contribute on behalf of each Active Participant employed by the
            Employer an amount equal to: (i) 100% of the first 3% of the
            Before-Tax Contributions or the Employee After-Tax Contributions,
            whichever is applicable, made on behalf of the Active Participant
            pursuant to Section 4.2 or 4.5 for each payroll period, and (ii) 50%
            of the next 2% of Before-Tax Contributions or the Employee After-Tax
            Contributions, whichever is applicable, made on behalf of the Active
            Participant pursuant to Section 4.2 or 4.5 for each payroll period.
            Except as provided in an applicable Appendix and herein, 12.5% of
            the Employer Matching Contributions will be made in the form of
            Kellogg Company Stock and will immediately be placed in the Kellogg
            Company Stock Fund.

                  Notwithstanding the forgoing, with respect to an Active
            Participant who is a Muncy Participant, each Employer shall continue
            to contribute on behalf of each such Active Participant employed by
            the Employer an amount equal to 80% of the first 5% of the
            Before-Tax Contributions or the Employee After-Tax Contributions,
            whichever is applicable, made on behalf of the Active Participant
            pursuant to Section 4.2 or 4.5 for each payroll period. Except as
            provided in an applicable Appendix, 12.5% of the Employer Matching
            Contributions will be made in the form of Kellogg Company Stock and
            will immediately be placed in the Kellogg Company Stock Fund.


                                      -6-
<PAGE>
            (b)   Subsection 4.2(a) of the Plan is hereby deleted and the
following new subsection 4.2(a) is inserted in its place, effective as of
January 1, 2002:

                  "(a)  Each Active Participant shall have his or her
            Compensation reduced for each payroll period by calling the Saving &
            Investment Center (`S&I Center') at 1-888-280-6933 and specifying in
            a Compensation Reduction Election the amount his or her compensation
            is to be reduced. The Compensation Reduction Election shall be filed
            with the Administrative Committee (in a manner prescribed by the
            Administrative Committee that may include the use of electronic
            transmission and/or interactive voice response systems). Each
            Employer shall contribute to the Trust, as a Before-Tax Contribution
            on behalf of each Active Participant employed by the Employer, the
            amount by which such Participant's Compensation has been reduced by
            the Participant's Compensation Reduction Election in accordance with
            this subsection (a).

                        (1)   Except as provided in an applicable Appendix, a
            Participant's Compensation Reduction Election will equal a minimum
            of 1% up to a maximum of 50% of his or her Compensation (in
            increments of 1%) in accordance with such rules as the
            Administrative Committee, in its discretion, specifies from time to
            time. Notwithstanding the foregoing, the aggregate percentage of
            Compensation that a Participant may elect to contribute to the Plan
            pursuant to this Section 4.2 and Section 4.6 of the Plan may not
            exceed 50%.

                        (2)   A Participant may make, change, or revoke a
            Compensation Reduction Election by calling the S & I Center at any
            time at 1-888-280-6933 and in such a manner as the Administrative
            Committee may prescribe (which may include the use of electronic
            transmissions and/or interactive voice response systems). A
            Compensation Reduction Election, a change or a revocation shall
            apply solely to Compensation not earned as of the date of such
            election. Changes or revocations made in a Participant Compensation
            Reduction Election shall become effective the day such a change has
            been elected; provided such change is communicated to the S & I
            Center before 4:00 p.m. ET on a day the NYSE is trading. If a
            Participant elects to make a Compensation Reduction Election after
            4:00 p.m. ET on a day the NYSE is trading, on a weekend, or on a
            holiday, the request will be effective at 4:00 p.m. as of the close
            of business on the next day trading is conducted at the NYSE.

                        (3)   Once a Participant makes, changes, or revokes a
            Compensation Reduction Election, the election will be communicated
            to payroll and the reduction, change, or revocation will occur in
            the Participant's pay within one to two pay periods, depending upon
            the date the request was communicated to the S & I Center during the
            payroll cycle. The Compensation Reduction Election by the
            Participant shall continue in effect, notwithstanding any changes in
            compensation, until the


                                      -7-
<PAGE>
            Participant changes or revokes the Compensation Reduction Election
            or until he or she shall cease to be a Plan Participant.

                        (4)   In the event a Participant reaches the Code
            Section 402(g) limit as described above (or the limit described in
            Appendix A, as applicable), the Participant's Compensation Reduction
            Election will automatically switch and the Before-Tax Contributions
            that exceed the Code Section 402(g) limit (or the limit described in
            Appendix A, as applicable) will be made as After-Tax Contributions
            to the Participant's account. No Participant shall be allowed to
            make Before-Tax Contributions and After-Tax Contributions that in
            the aggregate exceed the aggregate contribution limit described in
            this Section 4.2(a) and Section 4.6(a)."

            (c)   The first paragraph of subsection 4.5(a) of the Plan is hereby
deleted and the following new first paragraph is inserted in its place,
effective as of January 1, 2002:

                  "(a)  Employee After-Tax Contributions. Subject to the
            limitations of Sections 4.2(a), 4.3 and 5.1, each Active Participant
            may contribute to the Trust as an Employee After-Tax Contribution a
            minimum of 1% up to a maximum of 50% of his or her Compensation (in
            increments of 1%) as such Participant may determine in accordance
            with such rules as the Administrative Committee, in its discretion,
            specifies from time to time. Notwithstanding the foregoing, the
            aggregate percentage of Compensation that a Participant may elect to
            contribute to the Plan pursuant to this Section 4.5 and Section 4.2
            of the Plan may not exceed 50%. However, After-Tax Contributions of
            Active Participants who are Highly Compensated Employees shall be
            limited to a maximum of 5% of Compensation, although the
            Administrative Committee may change this 5% limit from time to time
            in order to ensure compliance with the non-discrimination rules of
            Code Section 401(m). Employee After-Tax Contributions shall be made
            by payroll deduction. As a condition to making Employee After-Tax
            Contributions by payroll deduction, a Participant shall consent (in
            a manner prescribed by the Administrative Committee, which may
            include the use of electronic transmissions and/or interactive voice
            response system) to having the amount thereof withheld from his or
            her pay by the Employer."

      4.    By adding a new Appendix A, attached hereto as Exhibit I, which
shall be effective as of the dates stated therein.

      *                                 *                                 *


                                      -8-
<PAGE>
      IN WITNESS WHEREOF, the duly authorized Members of the Administrative
Committee have executed this Amendment No. 1 to the Kellogg Company -- Bakery,
Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan (as
amended and restated effective January 1, 1997 with amendments through January
1, 2002) effective as of the date first stated above.

                                        KELLOGG COMPANY - BAKERY,
                                        CONFECTIONERY, TOBACCO WORKERS AND
                                        GRAIN MILLERS

                                        FOR THE UNION

                                        _______________________________________



                                        _______________________________________



                                        FOR THE EMPLOYER (KELLOGG USA INC.)

                                        _______________________________________

                                      -9-