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                                                                     EXHIBIT 4.3

                                 KELLOGG COMPANY

                           SAVINGS AND INVESTMENT PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997
                    WITH AMENDMENTS THROUGH JANUARY 1, 2002)



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                                TABLE OF CONTENTS

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<S>                                                                         <C>
ARTICLE I      Amendment and Restatement; Merger.............................  1

   1.1     Amendment and Restatement.........................................  1
   1.2     Mergers and Dispositions..........................................  1
   1.3     New Employee Groups...............................................  2

ARTICLE II     Definitions...................................................  3

   2.1     Accounts..........................................................  3
   2.2     Accrued Benefit...................................................  4
   2.3     Active Participant................................................  4
   2.4     Administrative Committee..........................................  5
   2.5     Authorized Leave of Absence.......................................  5
   2.6     Beneficiary.......................................................  5
   2.7     Board of Directors................................................  5
   2.8     Chairman of the Board.............................................  5
   2.9     Code..............................................................  5
   2.10    Company...........................................................  5
   2.11    Compensation......................................................  5
   2.12    Compensation Reduction Election...................................  7
   2.13    Disability........................................................  7
   2.14    Eligibility Computation Period....................................  7
   2.15    Eligible Employee.................................................  8
   2.16    Employee..........................................................  8
   2.17    Employee After-Tax Contributions..................................  9
   2.18    Employer..........................................................  9
   2.19    Employer Contributions............................................  9
   2.20    Entry Date........................................................  9
   2.21    ERISA.............................................................  9
   2.22    Fearn Plan........................................................  9
   2.23    Finance Committee.................................................  9
   2.24    Forfeiture........................................................  9
   2.25    Hardship..........................................................  9
   2.26    Highly Compensated Employee....................................... 10
   2.27    Hour of Service................................................... 11
   2.28    Kellogg Participant............................................... 13
   2.29    Mrs. Smith's Participant.......................................... 13
   2.30    Mrs. Smith's Plan................................................. 13
   2.31    Normal Retirement Date............................................ 13
   2.32    Parental Leave.................................................... 13
   2.33    Participant....................................................... 14
   2.34    Plan.............................................................. 14
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<S>                                                                         <C>
   2.35    Plan Year.......................................................... 14
   2.36    Qualified Joint and Survivor Annuity............................... 14
   2.37    Qualified Preretirement Survivor Annuity........................... 14
   2.38    Related Company.................................................... 14
   2.39    Related Plan....................................................... 14
   2.40    Required Beginning Date............................................ 14
   2.41    Rollover Contribution.............................................. 15
   2.42    Single Life Annuity................................................ 15
   2.43    Termination of Employment.......................................... 15
   2.44    Trust.............................................................. 16
   2.45    Trust Agreement.................................................... 16
   2.46    Trust Fund......................................................... 16
   2.47    Trustee............................................................ 16
   2.48    Valuation Date..................................................... 16
   2.49    Year of Eligibility Service........................................ 16

ARTICLE III    Participation.................................................. 17

   3.1     Participation...................................................... 17
   3.2     Certification of Participation and Compensation to Committee....... 17
   3.3     Participation Upon Re-employment................................... 18
   3.4     Leased Employee.................................................... 18

ARTICLE IV     Contribution................................................... 20

   4.1     Employer Matching Contributions.................................... 20
   4.2     Before-Tax Contributions........................................... 25
   4.3     Multiple Use of Sections 4.1(c) and 4.2(c)(2)...................... 30
   4.4     Order of Application of Limitations of Sections 4.1(c),
           4.2(c)(1), 4.2(c)(2), 4.3 and 5.1.................................. 31
   4.5     Special Section 401(k) Contributions............................... 32
   4.6     Employee After-Tax Contributions................................... 32
   4.7     Rollover Contributions............................................. 34
   4.8     Determination and Amount of Employer Contributions................. 34
   4.9     Vesting............................................................ 34
   4.10    Military Service................................................... 34

ARTICLE V      Limitations on Contributions................................... 35

   5.1     Limitations on Contributions....................................... 35

ARTICLE VI     Trustee and Trust Fund......................................... 38

   6.1     Trust Agreement.................................................... 38
   6.2     Selection of Trustee............................................... 38
   6.3     Trustee's Duties................................................... 38
   6.4     Trust Expenses..................................................... 38
   6.5     Trust Entity....................................................... 38
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<S>                                                                         <C>
   6.6     Separate Account.................................................. 38
   6.7     Investment Funds.................................................. 38
   6.8     Trust Income...................................................... 39
   6.9     Correction of Error............................................... 39
   6.10    Right of the Employers to Trust Assets............................ 40
   6.11    Voting of Shares in Kellogg Company Stock Fund.................... 40

ARTICLE VII    Benefits...................................................... 41

   7.1     Payment of Benefits in General.................................... 41
   7.2     Payment of Accrued Benefit on Termination of Employment........... 42
   7.3     Payment of Accrued Benefit on Account of Death.................... 46
   7.4     Participant Withdrawals........................................... 48
   7.5     Deadline for Payment of Benefits.................................. 51
   7.6     Spousal Consents.................................................. 51
   7.7     Facility of Payment............................................... 52
   7.8     Form of Payment................................................... 52
   7.9     Lump Sum Payment without Election................................. 52
   7.10    Required Minimum Distribution to Participants..................... 53
   7.11    Request for Withdrawal or Distribution............................ 54
   7.12    Deduction of Taxes from Amounts Payable........................... 54
   7.13    Improper Payment of Benefits...................................... 54
   7.14    Direct Rollovers.................................................. 54
   7.15    Loans to Participants............................................. 55
   7.16    Special Temporary Re-employment................................... 58

ARTICLE VIII   Administration................................................ 59

   8.1     Chairman of the Board Duties...................................... 59
   8.2     Committee Duties.................................................. 59
   8.3     Committee Membership.............................................. 60
   8.4     Committee Structure............................................... 61
   8.5     Committee Actions................................................. 61
   8.6     Committee Liability............................................... 61
   8.7     Committee Bonding................................................. 61
   8.8     Allocations and Delegations of Responsibility..................... 61
   8.9     Information To Be Supplied by Employers........................... 62
   8.10    Records........................................................... 62
   8.11    Fiduciary Capacity................................................ 62
   8.12    Company As Agent.................................................. 62
   8.13    Fiduciary Responsibility.......................................... 62

ARTICLE IX     Claims Procedure...............................................64

   9.1     Initial Claim for Benefits.........................................64
   9.2     Review of Claim Denial.............................................64
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<S>                                                                         <C>
ARTICLE X      Amendment and Termination of the Plan......................... 66

   10.1    Plan Termination.................................................. 66
   10.2    Amendment......................................................... 66
   10.3    Payment Upon Termination.......................................... 66
   10.4    Withdrawal from the Plan by an Employer........................... 66

ARTICLE XI     Top Heavy Provisions.......................................... 68

   11.1    Application....................................................... 68
   11.2    Special Top Heavy Definitions..................................... 68
   11.3    Special Top Heavy Provisions...................................... 74

ARTICLE XII    Miscellaneous Provisions...................................... 77

   12.1    Employer Joinder.................................................. 77
   12.2    Plan Merger....................................................... 77
   12.3    Non-Alienation of Benefits........................................ 77
   12.4    Qualified Domestic Relations Order................................ 78
   12.5    Unclaimed Amount.................................................. 80
   12.6    No Contract of Employment......................................... 80
   12.7    Reduction for Overpayment......................................... 80
   12.8    Employees' Trust.................................................. 80
   12.9    Source of Benefits................................................ 80
   12.10   Limitation on Liability........................................... 80
   12.11   Company Merger.................................................... 81
   12.12   Gender and Number................................................. 81
   12.13   Headings.......................................................... 81
   12.14   Uniform and Nondiscriminatory Application of Provisions........... 81
   12.15   Invalidity of Certain Provisions.................................. 81
   12.16   Law Governing..................................................... 81

ARTICLE XIII   Employee Stock Ownership Plan Provisions...................... 82

   13.1    Establishment of ESOP............................................. 82
   13.2    Definitions....................................................... 82
   13.3    Operation of Subfunds............................................. 83
   13.4    Election to Receive Dividends on ESOP Subfund..................... 83
   13.5    General Rules..................................................... 84
   13.6    ESOP Requirements................................................. 85
   13.7    Disaggregation of ESOP............................................ 86
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                                   ARTICLE I

                        AMENDMENT AND RESTATEMENT; MERGER

      1.1   AMENDMENT AND RESTATEMENT. The Kellogg Company Salaried Savings and
Investment Plan, as amended and restated effective as of November 1, 1989 and
subsequently amended, is further amended and restated to be the Kellogg Company
Savings and Investment Plan (the "Plan"), effective as of January 1, 1997,
except as set forth herein. The Plan is intended to be a profit sharing plan.
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, and 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. Also this Plan is being amended to make
certain changes allowed by the Economic Growth and Tax Relief Reconciliation Act
of 2001, and a number of changes that affect the administration of the Plan and
that allow Participants greater opportunities to save for retirement under the
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.

      Effective as of January 1, 2002, the Company amended the Plan to add an
employee stock ownership plan ("ESOP") component pursuant to section 4975(e)(7)
of the Code, which is intended to be a stock bonus plan pursuant to section
401(a) of said Code. The ESOP is intended to invest primarily in employer
securities, within the meaning of section 409(l) of the Code, and the ESOP and
profit sharing plan portions of this Plan are intended to constitute a single
plan under Treasury Regulations Section 1.414(l)-1(b)(1).

      1.2   MERGERS AND DISPOSITIONS. Effective as of December 31, 1988, the
Savings and Investment Plan for Salaried Employees of Mrs. Smith's Frozen Foods
Co. and its Subsidiaries (the "Mrs. Smith's Plan") and the Fearn International
Inc. Savings and Investment Plan (the "Fearn Plan") were merged into this Plan.
The provisions of the Plan apply to persons who are employees of Mrs. Smith's
Frozen Foods Co. ("Mrs. Smith's"), Winola Storage, Inc. ("Winola") or Fearn
International Inc. ("Fearn") on or after January 1, 1989. Effective January 31,
1992, as the result of the sale of Fearn International, Inc., Fearn ceased to
participate in the Plan. The provisions of this Plan apply to persons who are
employees of Salada Corporation on or after January 1, 1989 Effective March 31,
1994 as a result of the sale of Mrs. Smith's Frozen Foods Co., Mrs. Smith's
Frozen Foods Co. ceased to participate in the Plan. However, the Eggo Waffle
Division of Mrs. Smith's Frozen Foods Co. continues to participate in the Plan.

      Effective as of October 31, 1999 the Company sold Lender's Bagel Bakery.
Effective November 1, 1999 the Lender's Employees and the hourly Employees at
the Lender's Bagel Bakery in Mattoon, Illinois shall not be allowed to
contribute to the Plan and no Employer shall

KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN

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make contributions on behalf of the Lender's Employees and the hourly Employees
at the Lender's Bagel Bakery in Mattoon, Illinois.

      The provisions of the Plan apply on and after May 1, 2000 to persons who
are salaried employees of Worthington Foods, Inc., as well as to employees of
Worthington Foods, Inc. who are covered by a collective bargaining agreement.
Effective as of or as soon as practicable after July 1, 2000, the Worthington
Foods Tax Savings and Profit Sharing Plan covering the salaried employees of
Worthington Foods, Inc. was merged into the Plan.

      1.3   NEW EMPLOYEE GROUPS. Effective as of July 1, 1994, the Plan was
extended to cover collectively bargained Employees at the Company's Rossville,
Georgia Plant ("Rossville Union Employees"), and effective as of June 1, 1995
the Plan was extended to cover collectively bargained Employees at the Company's
San Jose, California Plant ("San Jose Union Employees"). Except as noted in the
Plan document, the provisions of the Plan shall be applicable to the Rossville
Union Employees after July 1, 1994 and the San Jose Union Employees after June
1, 1995.

      Effective as of May 1, 1997, the Plan shall be extended to cover salaried
Employees at the Lender's Bagel Bakery in Mattoon, Illinois, West Seneca, New
York, and the Connecticut complex (New Haven, West Haven, and ILDC) ("Lender's
Employees") and the hourly Employees at the Lender's Bagel Bakery in Mattoon,
Illinois. Except as noted in the Plan document, the provisions of the Plan shall
be applicable to the Lender's Employees after December 16, 1996.

      Effective as of March 1, 1996, the Plan was extended to cover collectively
bargained Employees at the Company's Atlanta Georgia Plant ("Atlanta Union
Employees"), and effective as of March 1, 1997, the Plan was extended to cover
collectively bargained Employees at the Company's Blue Anchor, New Jersey Plant
("Blue Anchor Union Employees"). Except as noted in the Plan Document, the
provisions of the Plan shall be applicable to the Atlanta Union Employees after
March 1, 1996 and to the Blue Anchor Employees after March 1, 1997.

      Effective October 1, 1999 the Company purchased Worthington Foods, Inc.
The Plan shall be extended to cover salaried employees of Worthington Foods,
Inc. and employees of Worthington Foods, Inc. who are covered by a collective
bargaining agreement ("Worthington Employees") as of May 1, 2000.

      Effective June 29, 2000, the Company purchased Kashi, Inc. The Plan shall
be extended to cover employees of Kashi, Inc. as of October 23, 2000.


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                                   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. "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 (A)
      with respect to Kellogg Participants, after October 31, 1978 and prior to
      January 1, 1987, or (B) with respect to Mrs. Smith's Participants, after
      December 31, 1979 and prior to January 1, 1987, and

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

            (b)   A Before-Tax Account consisting of Before-Tax Contributions
and Special Section 401(k) Contributions.

            (c)   A Company Contributions Account, as described below.

                  (1)   Prior to August 3, 1998, the Company Contributions
      Accounts consisted of Employer Matching Contributions. Prior to July 1,
      1991, a Participant's Company Contributions Account was comprised of three
      parts as follows:

                        (A)   Part A consisting of (i) with respect to Kellogg
            Participants, all Employer Matching Contributions for Plan Years
            commencing after October 31, 1978 and before November 1, 1984,
            five-sevenths (5/7ths) of Employer Matching Contributions for Plan
            Years commencing after October 31, 1984 and before November 1, 1987,
            and five-eighths (5/8ths) of Employer Matching Contributions for
            Plan years commencing after October 31, 1987; and (ii) with respect
            to Mrs. Smith's Participants, all Employer Matching Contributions
            for Plan Years commencing before January 1, 1988, and seven-eighths
            (7/8ths) of Employer Matching Contributions for Plan Years
            commencing after December 31, 1987; and

                        (B)   Part B consisting of, with respect to Kellogg
            Participants, two-sevenths (2/7ths) of Employer Matching
            Contributions for Plan Years commencing after October 31, 1984 and
            before November 1, 1987 and two-eighths (2/8ths) of Employer
            Matching Contributions for Plan Years commencing after October 31,
            1987; and

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                        (C)   Part C consisting of (i) with respect to Kellogg
            Participants, one-eighth (1/8th) of Employer Matching Contributions
            for Plan Years commencing after October 31, 1987; and (ii) with
            respect to Mrs. Smith's Participants, one-eighth (1/8th) of Employer
            Matching Contributions for Plan Years commencing after January 1,
            1988.

            Effective July 1, 1991, a Participant's Company Contributions
Account is comprised only of two parts as follows. Part A and Part B set forth
above were merged into a single account Part A/B as of July 1, 1991.

                  (2)   Effective on and after August 3, 1998, a Participant's
      Company Contributions Account is comprised of four parts as follows:

                        (A)   Amounts attributable to Employer Matching
            Contributions, which is itself split into Parts A/B and Part C, as
            described above.

                        (B)   A Company Profit Sharing Elective Cash Account
            consisting of, with respect to Kellogg Participants, all elective
            cash credited to the Participant as of October 31, 1978 and with
            respect to Mrs. Smith's Participants, one-third (1/3rd) of the
            Participant's profit sharing account balance as of December 31, 1979
            less the portion thereof, if any, that was the subject of an
            irrevocable withdrawal election made by the Participant prior to
            December 15, 1979.

                        (C)   An Employee Profit Sharing Account consisting of,
            with respect to Kellogg Participants, employee contributions for
            Plan Years commencing before November 1, 1978.

                        (D)   A Company Deferred Profit Sharing Account
            consisting of (i) with respect to Kellogg Participants, all
            contributions by an Employer (other than elective cash) and net
            withdrawal credits for Plan Years commencing before November 1,
            1978, and (ii) with respect to Mrs. Smith's Participants, two-thirds
            (2/3rd) of the Participant's profit sharing account balance as of
            December 31, 1979.

            (d)   A Rollover Account consisting of Rollover Contributions.

      2.2   ACCRUED BENEFIT. "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. "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 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


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Eligible Employee employed by an Employer; in each case subject to the
provisions of Section 3.3.

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

      2.5   AUTHORIZED LEAVE OF ABSENCE. "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 re-employment rights provided by law.

      2.6   BENEFICIARY. "Beneficiary" means any person designated by a
Participant to receive death benefits under the Plan in accordance with the
provisions of Section 7.3.

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

      2.8   CHAIRMAN OF THE BOARD. "Chairman of the Board" means the chairman of
the board of directors of Kellogg Company.

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

      2.10  COMPANY. "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. "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 includible in income under Section 125 or 402(e)(3) (as of January 1, 1993)
of the Code, and excluding reimbursements or other expense allowances, fringe
benefits (cash and non-cash), moving expenses, income recognized on the issuance
or exercise of stock options, waiver bonuses, deferred compensation and welfare
benefits. For all Participants bonuses shall be recognized as Compensation when
paid. With respect to Fearn Participants and Mrs. Smith's Participants,
Compensation shall be defined as above with respect to a Kellogg Participant
except that "Soup bonuses" paid to Fearn Participants shall be excluded.
Notwithstanding the foregoing provisions of this Section 2.11(a), Compensation
shall not include any severance pay that Employees received under COMPASS, a


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voluntary program consisting of an enhanced retirement option and severance
options that was offered to certain Employees between March and April, 1995.

            (b)   For purposes of determining the limitations under Articles V
and XI (except for purposes of Section 11.2(d)), 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 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
includible in income under Sections 125 or, effective January 1, 1998, 402(e)(3)
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 2.26 or a Key Employee in
accordance with Section 11.2(d) and for purposes of determining the Contribution
Percentage under Section 4.1(d) and the Actual Deferral Percentage under Section
4.2(d), Compensation means Compensation as defined in (b) above.

                  (1)   Effective for periods beginning on or after January 1,
      1989 through October 31, 1994 and except for purposes of determining
      Highly Compensated Employees under Section 2.26, Key Employees under
      Section 11.2(d) 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 Plan Years before 1997 for purposes of
      this limitation, the Family Member attribution rules of Section 2.26(f)
      shall apply, except that in applying such rules the term Family Member
      will include only the spouse of the Employee and any lineal descendants of
      the Employee who have not attained age 19 before the end of the Plan Year.

                  (2)   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 Code.

                  (3)   For Plan Years beginning on and after January 1, 2002,
      the annual compensation of each Employee taken into account under the Plan
      shall not exceed $200,000 as adjusted by the Commissioner of the Internal
      Revenue Service in increments of $5,000 for increases in the cost of
      living in accordance with Section 401(a)(17)(B) of the Code.

                  (4)   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


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      fraction, the numerator of which is the number of months in the
      determination period, and the denominator of which is 12.

                  (5)   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.

                  (6)   Furthermore, effective as of August 3, 1998,
      Compensation shall not include any termination pay or severance pay that
      Employees receive after their employment is terminated, including any
      severance pay received under any other voluntary program consisting of an
      enhanced retirement option and severance options.

                  (7)   Furthermore, Compensation shall not include any
      severance pay that Employees received under the Activity Value Analysis
      Severance Program, a voluntary program consisting of an enhanced
      retirement option and severance option that was offered to certain
      Employees who were employed by the Company on December 1, 1998. In
      addition, 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 Salaried
      Pension Plan, taking into account their enhanced age and service under the
      Program.

      2.12  COMPENSATION REDUCTION ELECTION. "Compensation Reduction Election"
means the properly completed form 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. "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. "Eligibility Computation Period"
means the 12-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) by 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


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KELLOGG COMPANY
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<PAGE>

Service within an Eligibility Computation Period. Likewise, for these same
purposes, Break in Service means 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.

      2.15  ELIGIBLE EMPLOYEE. "Eligible Employee" means

            (a)   any Employee employed by an Employer, including (effective as
of August 3, 1998) individuals employed as interns or working in a cooperative
program through an educational institution, but excluding (1) any Employee who
is employed as a merchandiser or stock shelver, (2) any Employee who is employed
at McCamly Place in the retail division (effective December 1, 1992, Eligible
Employee includes individuals in the McCamly Place management office), (3) any
Employee who is a member of a unit of employees covered by a collective
bargaining agreement, unless the agreement requires inclusion of the Employee in
the Plan, (4) any Employees classified as temporary or occasional employees and
who are anticipated to work less than 1,000 hours in a Plan Year, and (5) any
Leased Employee as defined in Section 3.4 and any individual who is an
independent contractor; and

            (b)   any Highly Compensated Employee (as defined in Section 2.26
without regard to Section 2.26(f)) employed by a Related Company which has not
adopted the Plan who is a nonresident alien, receives no earned income (within
the meaning of Section 911(d)(2) of the Code) from the Company or any Related
Company which constitutes income from sources within the United States (within
the meaning of Section 861(a)(3) of the Code), and is designated as an Eligible
Employee by the Administrative Committee (an "Eligible Nonresident Employee").

      Notwithstanding the forgoing, employees who were employed at the Muncy
facility of the Company and who elected to join the American Federation of Grain
Millers in March, 1990 shall continue to participate in the Plan until November
1, 1990 at which time the Accrued Benefits of such employees were transferred to
the Kellogg Company American Federation of Grain Millers Savings and Investment
Plan.

      Furthermore, any Employees classified as temporary or occasional employees
who complete an Eligibility Computation Period shall become Eligible Employees.

      2.16  EMPLOYEE. "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. Effective January 1, 1998, "Employee" means any person
Employed by the Employer or a Related Company in an employment relationship in
which the person performs services for the Employer or a Related Company as a
common-law employee and is so treated under the Employer's or a Related
Company's payroll practices, including an individual who is on an Authorized
Leave of Absence. The term "Employee" specifically excludes a person whom the
Employer or a Related Company considers to be a "contract employee," an
"independent contractor" or a "leased employee" even if the person is later
reclassified as a common law employee by the Internal Revenue Service or a court
of law, or is otherwise reclassified.

                                       8
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN

<PAGE>

      2.17  EMPLOYEE AFTER-TAX CONTRIBUTIONS. "Employee After-Tax Contributions"
means the contributions made to the Plan by a Participant pursuant to Section
4.6.

      2.18  EMPLOYER. "Employer" means

            (a)   the Company and any Related Company which elects to adopt the
Plan (as of December 1, 1994, the following Related Companies have adopted the
Plan: Kellogg Service Group Inc., Kellogg U.S.A., Inc., Kellogg Caribbean
Division of Kellogg South America and Kellogg Sales Company Inc.); and

            (b)   any Related Company which has not adopted the Plan and which
employs an Eligible Nonresident Employee, but only in respect of such Eligible
Nonresident Employee.

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

            (a)   Employer Matching 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
4.5.

      2.20  ENTRY DATE. "Entry Date" means any day within the calendar year.
Before August 3, 1998, "Entry Date" meant the first day of each calendar month,
and such additional dates as the Administrative Committee might from time to
time provide.

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

      2.22  FEARN PLAN. "Fearn Plan" means the Fearn International Inc. Savings
and Investment Plan as in effect prior to its merger into this Plan effective as
of December 31, 1988.

      2.23  FINANCE COMMITTEE. "Finance Committee" means the finance committee
appointed pursuant to Section 8.1 to direct the investment of the assets of the
Trust Fund.

      2.24  FORFEITURE. "Forfeiture" means the portion of a Participant's
Accrued Benefit which is forfeited as provided in Section 12.5.

      2.25  HARDSHIP. "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;

                                       9
KELLOGG COMPANY
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<PAGE>

            (c)   Payment of tuition for the next semester of post-secondary
education for the Participant, his spouse, children or dependents; effective
April 1, 1992, payment of tuition and related education fees, and room and board
expenses 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, grandchildren, parents or grandparents) 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

            (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.

      2.26  HIGHLY COMPENSATED EMPLOYEE. "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 2.26, 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 2.26, 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.

            (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


                                       10
KELLOGG COMPANY
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<PAGE>

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 2.26, 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 2.26, the preceding Plan Year will
never be a period of fewer than twelve months. This means, for purposes of this
Section 2.26, for the Plan Year beginning January 1, 2002 and ending December
31, 2002, the preceding Plan Year will be deemed to be the twelve-month calendar
year period beginning January 1, 2001, and ending December 31, 2001.

      2.27  HOUR OF SERVICE. "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 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; or

            (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).

            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:

                                       11
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN

<PAGE>

<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

            (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.

            Effective on and after December 16, 1996 employment with Lender's
Bagel Bakery before December 16, 1996, shall be counted for eligibility
purposes. Notwithstanding the foregoing, on and after November 1, 1999,
employment with Lender's Bagel Bakery will not be counted for any purposes under
the Plan.

            Notwithstanding anything in this Section 2.27 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, then 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,


                                       12
KELLOGG COMPANY
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<PAGE>

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, an Employee
who incurs a Parental Leave will not incur a Break in Service (for purposes of
eligibility ) until the second anniversary of the date upon which that Employee
first was absent on a Parental Leave. Furthermore, the Employee's period of
absence while on a Parental Leave will be considered in determining whether the
Employee completes an Eligibility Computation Period for purposes of becoming
eligible to receive an Employer Matching Contribution or Special Section 401(k)
Contribution under Section 3.1.

            Effective on and after May 1, 2000 employment with Worthington
Foods, Inc. prior to November 29, 1999, the date the Company acquired
Worthington Foods, Inc., shall be counted for eligibility purposes.

            Effective on and after October 23, 2000, employment with Kashi, Inc.
prior to June 29, 2000, the date the Company acquired Kashi, Inc., shall be
counted for eligibility purposes

      2.28  KELLOGG PARTICIPANT. "Kellogg Participant" means a Participant other
than a Fearn Participant or a Mrs. Smith's Participant who was a Participant in
this Plan as of December 31, 1988.

      2.29  MRS. SMITH'S PARTICIPANT. "Mrs. Smith's Participant" means a
Participant who was a Participant in the Mrs. Smith's Plan as of December 31,
1988.

      2.30  MRS. SMITH'S PLAN. "Mrs. Smith's Plan" means the Savings and
Investment Plan for Salaried Employees of Mrs. Smith's Frozen Foods Co. and its
Subsidiaries as in effect prior to its merger into this Plan effective as of
December 31, 1988.

      2.31  NORMAL RETIREMENT DATE. "Normal Retirement Date" means the date on
which a Participant attains age 65.

      2.32  PARENTAL LEAVE. "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 2.32 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.

                                       13
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN

<PAGE>

      2.33  PARTICIPANT. "Participant" means an Eligible Employee participating
in the Plan as provided in Article III.

      2.34  PLAN. "Plan" means the Kellogg Company Savings and Investment Plan
as herein set forth, and as hereafter from time to time amended. Prior to
November 1, 1999, "Plan" meant the Kellogg Company Salaried Savings and
Investment Plan.

      2.35  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 on
November 1, 2001, and ending on December 31, 2001.

      2.36  QUALIFIED JOINT AND SURVIVOR ANNUITY. "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 equal to 50 percent 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.

      2.37  QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. "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.

      2.38  RELATED COMPANY. "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 2.39 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%".

      2.39  RELATED PLAN. "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."

      2.40  REQUIRED BEGINNING DATE. "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

                  (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)


                                       14
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN

<PAGE>

      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 December 31, 1996.

            (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.

            (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.

      2.41  ROLLOVER CONTRIBUTION. "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 4.7 of the Plan.

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

      2.43  TERMINATION OF EMPLOYMENT. "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


                                       15
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN

<PAGE>

a Termination of Employment. A Kellogg Participant receiving severance payments
shall be deemed to have a Termination of Employment upon the receipt of all
severance payments.

      2.44  TRUST. "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.

      2.45  TRUST AGREEMENT. "Trust Agreement" means the agreement between the
Company and the Trustee establishing the Kellogg Company Salaried Savings and
Investment Trust.

      2.46  TRUST FUND. "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.

      2.47  TRUSTEE. "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.

      2.48  VALUATION DATE. "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.

      2.49  YEAR OF ELIGIBILITY SERVICE. "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 temporary or 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.



                                       16
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN
<PAGE>
                                   ARTICLE III

                                  PARTICIPATION

      3.1 PARTICIPATION. Each Kellogg Participant who is an Eligible Employee
employed by an Employer on January 1, 1989 will be a Participant in the Plan on
January 1, 1989, and each Mrs. Smith's Participant or Fearn Participant who is
an Eligible Employee employed by an Employer on January 1, 1989 will be a
Participant in the Plan on January 1, 1989; 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 4.6.

      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.

      Lender's Employees shall be eligible to participate in this Plan on May 1,
1997 if they otherwise meet the eligibility requirements of the Plan.

      Worthington Employees shall be eligible to participate in this Plan on May
1, 2000 if they otherwise meet the eligibility requirements of the Plan.
Regardless, Worthington Employees covered by the Salaried Worthington 401(k)
Plan as of May 1, 2000 shall be eligible to receive Employer Matching
Contributions and Special Section 401(k) Contributions without regard to the
eligibility requirements of the Plan. Furthermore, any forfeitures that arose
under the Salaried Worthington 401(k) Plan and now are held by this Plan shall
be applied toward the payment of Employer Matching Contributions for the
salaried Worthington Employees.

      Employees of Kashi, Inc. shall be eligible to participate in this Plan as
of October 23, 2000, if they otherwise meet the eligibility requirements of the
Plan. However, an employee of Kashi, Inc. shall not be eligible to have Employer
Matching Contributions and Special Section 401(k) Contributions contributed to
the Plan on his behalf until July 1, 2001, with the contribution being credited
as of the first payroll period after July 1, 2001.

      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.


                                       17
KELLOGG COMPANY
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. Notwithstanding the foregoing
provisions of this Section 3.3(a), Eligible Employees who are re-employed in
accordance with the provisions of Section 7.16 shall be eligible to have
Employer Matching Contributions or Special Section 401k Contributions
contributed to the Plan on their behalf immediately upon becoming an Eligible
Employee, assuming that they have made a Compensation Reduction Election and
that it has become effective.

            (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.

            (c) Rehired Worthington Employees. If a former participant in the
Salaried Worthington 401(k) Plan forfeited before July 1, 2000 his nonvested
interest in his account under that plan resulting from employer profit sharing
contributions under that plan, and is rehired on or after July 1, 2000 by the
Employer, his nonvested interest that was forfeited shall be recredited (without
earnings) as of the date of his reemployment to his Company Deferred Profit
Sharing Account from an additional Employer contribution if his rehire date is
before the end of the five-year period beginning on the date of the distribution
of his vested interest, and he repays to the Plan the amount previously
distributed to him before the date that is five years after the date of his
reemployment. For purposes of the preceding sentence, any Participant who was
deemed to have received a cash-out distribution because he was zero percent (0%)
vested upon termination of employment shall be deemed to have repaid the deemed
distribution upon his date of reemployment. Further, a former participant in the
Salaried Worthington 401(k) Plan who was 100% vested in his account under the
Salaried Worthington 401(k) Plan, and who is rehired on or after July 1, 2000 by
the Employer, may not repay to the Plan any prior distributions from the
Salaried Worthington 401(k) Plan.

      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


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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 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.


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                                   ARTICLE IV

                                  CONTRIBUTION

      4.1 EMPLOYER MATCHING CONTRIBUTIONS.

            (a) Employer Matching Contributions. Subject to the following
paragraphs of this Section 4.1(a), for each payroll period during a Plan Year
each Employer will 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 4.6 for such payroll
period, but the amount of Before-Tax Contributions or Employee After-Tax
Contributions taken into account to determine the amount of Employer Matching
Contributions to be allocated to him or her for any payroll period will not
exceed 5% of his or her Compensation for that payroll period. 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.

            With respect to an Active Participant who is a Blue Anchor Union
Employee, his or her Employer will contribute an amount equal to 40% of the
Before-Tax Contributions made on his or her behalf pursuant to Section 4.2, but
the Before-Tax Contributions taken into account to determine the amount of
Employer Matching Contributions to be allocated to him or her for any given
period that ends before January 1, 2000 will not exceed 3% of his or her
Compensation for that period, and the Before-Tax Contributions taken into
account to determine the amount of Employer Matching Contributions to be
allocated to him or her for any given period that ends after December 31, 1999
will not exceed 4% of his or her Compensation for that period. 50% of the
Employer Matching Contributions made on behalf of Blue Anchor Union Employees
will be made in the form of Kellogg Company Stock and will immediately be placed
in the Kellogg Company Stock Fund.

            With respect to an Active Participant who is a San Jose Union
Employee, his or her Employer will contribute an amount equal to 40% of the
Before-Tax Contributions made on his or her behalf pursuant to Section 4.2, but
the Before-Tax Contributions taken into account to determine the amount of
Employer Matching Contributions to be allocated to him or her for any given
period will not exceed 3% of his or her Compensation for that period. 50% of the
Employer Matching Contributions made on behalf of San Jose Union Employees will
be made in the form of Kellogg Company Stock, and will immediately be placed in
the Kellogg Company Stock Fund.

            With respect to an Active Participant who is a Rossville Union
Employee, his or her Employer will contribute an amount equal to 50% of the
Before-Tax Contributions made on his or her behalf pursuant to Section 4.2, but
the Before-Tax Contributions taken into account to determine the amount of
Employer Matching Contributions to be allocated to him or her for any given
period will not exceed 5% of his or her Compensation for that period. 20% of the
Employer Matching Contributions made on behalf of Rossville Union Employees will
be made in the form of Kellogg Company Stock, and will immediately be placed in
the Kellogg Company Stock Fund.


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            For periods ending before January 1, 2002, with respect to an Active
Participant who is an Atlanta Union Employee, his or her Employer will
contribute an amount equal to 40% of the Before-Tax Contributions made on his or
her behalf pursuant to Section 4.2, but the Before-Tax Contributions taken into
account to determine the amount of Employer Matching Contributions to be
allocated to him or her will not exceed 3% of his or her Compensation for any
period ending before January 1, 1999, and 5% of his or her Compensation for any
period ending after December 31, 1998 and before January 1, 2002. For periods
ending after December 31, 2001, with respect to an Active Participant who is an
Atlanta Union Employee, his or her employer will contribute an amount equal to
50% of the Before-Tax Contributions made on his or her behalf pursuant to
Section 4.2, but the Before Tax Contributions taken into account to determine
the amount of Employer Matching Contributions to be allocated to him or her will
not exceed 5% of his or her Compensation. 20% of each $1.00 of Employer Matching
Contributions made on behalf of Atlanta Union Employees will be made in the form
of Kellogg Company Stock and will immediately be placed in the Kellogg Company
Stock Fund.

            The Employer shall contribute for all Lender's Employees who begin
participating in this Plan as of May 1, 1997, the amount that would have been
contributed to this Plan as of the later of January 1, 1997 or the date the
Participant would have become a Participant after meeting the Plan's eligibility
requirements based on the rate of contribution in effect for that Participant as
of May 1, 1997 multiplied by the Compensation actually paid during the period
beginning on the later of January 1, 1997 or the date the Participant would have
become a Participant after meeting the Plan's eligibility requirements and
ending on April 30, 1997.

            (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) Restrictions on Employer Matching Contributions. Notwithstanding
the provisions of Section 4.1(a), the sum of the Employer Matching Contributions
and Employee After-Tax Contributions for any Participant or group of
Participants shall not exceed the amounts permitted under the non-discrimination
rules of Section 401(m) of the Code as set forth in the following tests.
Furthermore, the Contribution Percentage for Highly Compensated Participants for
each Plan Year shall bear a relationship to the Contribution Percentage for all
Participants other than Highly Compensated Participants for that Plan Year that
meets either of the following tests:

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


                                       21
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                  (2) the Contribution Percentage for the Highly Compensated
      Employees is not more than the Contribution 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(m)
of the Code, such reduction shall be applied as follows:

            In the event that neither of the tests set forth in the first
paragraph of this Section 4.1(c) is passed with respect to a Plan Year, the
Administrative Committee shall distribute the excess Employer Matching
Contributions (and gains and losses allocable thereto) and the excess Employee
After-Tax Contributions (and gains and losses allocable thereto) for the Plan
Year to Highly Compensated Participants in accordance with the following steps:

            Step 1: The Administrative Committee shall calculate the aggregate
                    dollar amount of Employer Matching Contributions and
                    Employee After-Tax Contributions for Highly Compensated
                    Participants that is in excess of the amount permitted under
                    the first paragraph in this Section 4.1(c) as in effect on
                    December 31, 1996 and on December 31 of subsequent Plan
                    Years.

            Step 2: The Employer Matching Contributions and Employee After-Tax
                    Contributions of the Highly Compensated Participant with the
                    highest dollar amount of Employer Matching Contributions and
                    Employee After-Tax Contributions shall be reduced by the
                    amount required to cause that Highly Compensated
                    Participant's Employer Matching Contributions and Employee
                    After-Tax Contributions to equal the dollar amount of the
                    Employer Matching Contributions and Employee After-Tax
                    Contributions of the Highly Compensated Participant with the
                    next highest dollar amount of Employer Matching
                    Contributions and Employee After-Tax Contributions. This
                    amount shall be distributed (along with the gains or losses
                    attributable thereto) to the Highly Compensated Eligible
                    Employee with the highest dollar amount no later than March
                    15 following the end of the Plan Year. However, if a lesser
                    reduction, when added to the total dollar amount already
                    distributed under this Step, would equal the aggregate
                    excess Employer Matching Contributions and Employee
                    After-Tax Contributions determined in Step 1, the lesser
                    reduction amount shall be distributed.

            Step 3: If the total amount of Employer Matching Contributions and
                    Employee After-Tax Contributions distributed is less than
                    the aggregate excess Employer Matching Contributions and
                    Employee After-Tax Contributions determined in Step 1,
                    reductions shall continue to be made in accordance with Step
                    2 until the aggregate amount of Employer Matching
                    Contributions and Employee After-Tax Contributions
                    distributed equals


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<PAGE>
                    the aggregate excess Employer Matching Contributions and
                    After-Tax Contributions determined in Step 1.

            In determining the Contribution 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.

                  (3) For purposes of determining the Contribution Percentage,
      the Plan will take into account the actual contribution ratios of all
      eligible Employees (as defined in the following sentence). An eligible
      Employee is any Employee who is directly or indirectly eligible to receive
      a Matching Contribution or make After-Tax Contributions and includes: an
      Employee who would be a Participant but for the failure to make required
      contributions; an Employee whose right to make After-Tax Contributions has
      been suspended because of an election not to participate; and an Employee
      who cannot make any After-Tax Contributions or receive a Matching
      Contribution because Code Section 415(c) or Code Section 415(e) prevents
      the Employee from receiving additional Annual Additions as defined in
      Section 5.2(b). In the case of an eligible Employee who makes no After-Tax
      Contributions and receives no Matching Contribution, the contribution
      ratio that is to be included in determining the Actual Contribution
      Percentage is zero.

                  (4) In determining whether the Plan satisfies the Contribution
      Percentage test, all Matching Contributions that are made under two or
      more plans that are aggregated for the purposes of Sections 401(a)(4) or
      410(b) of the Code (other than Section 410(b)(2)(A)(ii) of the Code) are
      to be treated as made under a single plan. If two or more plans are
      permissively aggregated for purposes of Section 401(m) of the Code, the
      aggregated plans must also satisfy Sections 401(a)(4) and 410(b) of the
      Code as though they were a single plan.

                  (5) The actual contribution ratio of a Highly Compensated
      Employee will be determined by treating all plans subject to Section
      401(m) under which the Highly Compensated Employee is eligible (other than
      those that may not be permissively aggregated) as a single arrangement.

                  (6) Notwithstanding the foregoing provisions of this Section
      4.1, the reduction of Employer Matching Contributions with respect to
      Highly Compensated Employees shall be carried out in a manner that will
      meet the requirements of Section 401(a)(4) of the Code.

                  (7) Any excess Employer Matching Contributions that are
      distributed (or forfeited, if applicable) will include the income
      allocable thereto. The income allocable to excess Employer Matching
      Contributions includes income for the Plan Year for which the excess
      aggregate contributions were made.

                  (8) Upon such reduction or disallowance by the Administrative
      Committee, any amount by which the Employee After-Tax Contributions or
      Employer Matching Contributions (including any income earned and minus any
      loss allocable to


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KELLOGG COMPANY
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<PAGE>
      such amounts) previously made on behalf of a Highly Compensated Employee
      exceeds the Administrative Committee's determination of allowable Employee
      After-Tax Contributions or Employer Matching 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 by or on behalf of the Highly Compensated
      Employee.

            (d) Contribution Percentage. The Contribution 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 sum of the amount
of Employer Matching Contributions (to the extent such Employer Matching
Contributions are not included in computing the Actual Deferral Percentage under
Section 4.2(d)) and Employee After-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 (1) Employer Matching Contributions (to the extent such
Employer Matching Contributions are not included in computing the Actual
Deferral Percentage under Section 4.2(d)), (2) Employee After-Tax Contributions,
and (3) any portion or all of the Before-Tax Contributions and Special Section
401(k) 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 Contribution Percentage for any
Participant who is a Highly Compensated Employee for the Plan Year and who is
eligible to make Employee After-Tax Contributions or to have Employer Matching
Contributions allocated under this Plan and is also eligible to make employee
nondeductible contributions or to have matching contributions (within the
meaning of Section 401(m)(4)(A) of the Code) allocated under one or more Related
Plans shall be determined as if the total of such Employee After-Tax
Contributions, employee nondeductible contributions, Employer Matching
Contributions and matching contributions was made under this Plan and under each
such Related Plan.

            In the event that this Plan satisfies the requirements of Section
401(m), 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 4.1(c) and
(d) shall be applied by determining the Contribution 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 requirements of Section
401(m) of the Code only if such plans have the same Plan Year.

            (f) 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.


                                       24
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN
<PAGE>
            (g) Additional Matching Contributions. The Employer may in its sole
discretion make fully vested contributions to the Plan, which will be allocated
to the Employer Matching Accounts of one or more Participants who are non-highly
Compensated Employees, in such amounts as the Employer directs for the purpose
of complying with applicable limits on Employer Matching Contributions in the
Code.

      4.2 BEFORE-TAX CONTRIBUTIONS.

            (a) 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. However, Before-Tax Contributions of Active Participants who are
Highly Compensated Employees shall be limited to a maximum of 13% of
Compensation; provided that, this 13% limit may be changed from time to by the
Administrative Committee in order to ensure compliance with the
non-discrimination rules of Code Section 401(k). 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 the 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 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


                                       25
KELLOGG COMPANY
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<PAGE>
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, 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 (A) the Participant's
      Before-Tax Contributions, (B) any elective contributions excluded from the
      Participant's gross income made under a Related Plan, and (C) 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 the 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


                                       26
KELLOGG COMPANY
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<PAGE>
      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 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.

                        (C) 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, respectively.

                        (D) 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:


                                       27
KELLOGG COMPANY
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<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.

                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).

                        (E) In determining the Actual Deferral Percentage of
            Highly Compensated Employees, non-Highly Compensated Employees who
            have not


                                       28
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<PAGE>
            completed a Year of Eligibility Service or who have not attained age
            21 may be excluded.

                        (F) 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)
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 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.



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<PAGE>
            (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-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 5.2(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 by 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. 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.

            (i) Alternative Correction Method. The Employer may in its sole
discretion make fully vested contributions to the Plan which will be allocated
to the Before-Tax Accounts of one or more Participants who are non-Highly
Compensated Employees, in such amounts as the Employer directs for the purpose
of complying with applicable limits on Before-Tax Contributions in the Code.
Such contributions will not be taken into account in the allocation of Employer
Matching Contributions.

      4.3 MULTIPLE USE OF SECTIONS 4.1(C) AND 4.2(C)(2). Effective for periods
beginning on or after November 1, 1989 and prior to January 1, 2002, and
notwithstanding Sections 4.1(c) and 4.2(c)(2), either:

            (a) the sum of the Actual Deferral Percentage and the Contribution
Percentage, for a Plan Year, of the Highly Compensated Employees shall not
exceed the greater of (1) or (2) where:

                  (1) is the sum of (A) plus (B) where:

                        (A) is one hundred and twenty-five percent (125%) of the
            greater of (i) the Actual Deferral Percentage for such Plan Year of
            all Active Participants other than Highly Compensated Employees, or
            (ii) the Contribution Percentage


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KELLOGG COMPANY
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            for such Plan Year of all Active Participants other than
            Highly Compensated Employees; and

                        (B) is two percent (2%) plus the lesser of the
            percentage determined under Section 4.3(a)(1)(A)(i) or the
            percentage determined under Section 4.3(a)(1)(A)(ii), but in no
            event shall this percentage exceed two hundred percent (200%) of the
            lesser of the percentage determined under Section 4.3(a)(1)(A)(i) or
            the percentage determined under Section 4.3(a)(1)(A)(ii); and

                  (2) (is the sum of (A) plus (B) where:

                        (A) is one hundred and twenty-five percent (125%) of the
            lesser of (i) the Actual Deferral Percentage for such Plan year of
            all Active Participants other than Highly Compensated Employees, or
            (ii) the Contribution Percentage for such Plan year of all Active
            Participants other than Highly Compensated Employees; and

                        (B) is two percent (2%) plus the greater of the
            percentage determined under Section 4.3(a)(1)(A)(i) or the
            percentage determined under Section 4.3(a)(1)(A)(ii), but in no
            event shall this percentage exceed two hundred percent (200%) of the
            greater of the percentage determined under Section 4.3(a)(1)(A)(i)
            or the percentage determined under Section 4.3(a)(1)(A)(ii); or

            (b) the Actual Deferral Percentage for the Highly Compensated
Employees shall not exceed the Actual Deferral Percentage of all other Active
Participants multiplied by 1.25; or

            (c) the Contribution Percentage for the Highly Compensated Employees
shall not exceed the Contribution Percentage of all other Active Participants
multiplied by 1.25.

            (d) To the extent it determines necessary to satisfy the limitations
of this Section, the Administrative Committee may reduce or prospectively
disallow Before-Tax Contributions, Employee After-Tax Contributions or Employer
Matching Contributions for Highly Compensated Employees, including Before-Tax
Contributions, Employee After-Tax Contributions or Employer Matching
Contributions already made for the Plan Year, as provided in Sections 4.1(c) and
4.2(c)(2); provided, however, that, if (1) one or more Highly Compensated
Employees participate in both (A) the Plan or a Related Plan permitting a cash
or deferred arrangement and (B) the Plan or a Related Plan permitting employee
contributions or providing matching contributions and (2) the sum of the Actual
Deferral Percentage and Contribution Percentage of those Highly Compensated
Employees exceeds the limits set forth in this Section, then the Contribution
Percentage of those Highly Compensated Employees who also participate in a cash
or deferred arrangement shall be reduced (beginning with such Highly Compensated
Employee whose Contribution Percentage is the highest) so that the limit is not
exceeded.

      4.4 ORDER OF APPLICATION OF LIMITATIONS OF SECTIONS 4.1(C), 4.2(C)(1),
4.2(C)(2), 4.3 AND 5.1. Section 4.2(c)(1) shall be first applied to
contributions under the Plan; second, Section 4.2(c)(2) shall be applied to
contributions under the Plan; third, Section 4.1(c) shall be applied to


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<PAGE>
contributions under the Plan; and last, Section 4.3 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 4.1(c), 4.2(c)(1),
4.2(c)(2) and 4.3 are not exceeded. Section 5.1 shall be applied to
contributions under the Plan without regard to Sections 4.1(c), 4.2(c)(1),
4.2(c)(2) or 4.3.

      4.5 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 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.

      4.6 EMPLOYEE AFTER-TAX CONTRIBUTIONS.

            (a) Employee After-Tax Contributions. Subject to the limitations of
Sections 4.1(a) and (c), 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 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. However, After-Tax Contributions of Active
Participants who are Highly Compensated Employees shall be limited to a maximum
of 13% of Compensation; provided that this 13% limit may be changed from time to
time by the Administrative Committee 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
Employer After-Tax Contributions by payroll deduction, a Participant


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<PAGE>
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 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.

            (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 After-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 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.

            (d) "Union Employees." Employees covered by collective bargaining
agreements at Atlanta Georgia, Blue Anchor, New Jersey, Rossville, Georgia and
San Jose, California shall not be allowed to make Employee After-Tax
Contributions. Employees of Worthington Foods, Inc. covered by a collective
bargaining agreement shall not be allowed to make Employee After-Tax
Contributions.


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      4.7 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) 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 each amount) shall
be returned to the Participant. A Mrs. Smith Participant may first make a
Rollover Contribution on and after July 1, 1991, subject to the above rules. A
Lender's Employee who is a Participant may first make a Rollover Contribution on
or after May 1, 1997, subject to the above rules. 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.

      A Worthington Employee who is a Participant may first make a Rollover
Contribution on or after May 1, 2000, subject to the above rules.

      4.8 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.

      4.9 VESTING. Subject to Sections 4.1(c), 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
nonforfeitable.

      4.10 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.


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<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
            Participant's accounts for such Plan Year under any Related Defined
            Contribution Plan, and

                        (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(1) 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
      in accordance with Section 4.2(c)(1). Rollover Contributions shall not be


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      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) (1) 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); provided, however,
            that with respect to Participants who are Employees of Mrs. Smith's,
            Winola or Fearn for the short Plan Year beginning January 1, 1989
            and ending on October 31, 1989, the dollar limitation under this
            Section 5.1(b)(2)(B) shall be equal to $22,500, or

                            (2) 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 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, the purposes of the short Plan Year beginning
                  November 1, 2001, and ending December 31, 2001, 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


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<PAGE>
      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 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 cannot 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) will 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
Benefit Plan Fraction shall be reduced 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 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%."


                                       37
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<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 and
the Trust and Trustee's fees, if any, shall be paid by the Trust except to the
extent paid by an Employer.

      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.

      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


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<PAGE>
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. 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).

      Any amount transferred to the Plan on behalf of a Participant (or
Beneficiary of such Participant) from the Salaried Worthington 401(k) Plan in
connection with the merger of said plan as of or as soon as practicable after
July 1, 2000, shall automatically be initially invested in one or more of the
Investment Funds in the same manner as designated by the Participant (or
Beneficiary) for the investment of Employee After-Tax Contributions and Employer
Contributions under the Plan. If the Participant has made no such investment
designation, any transferred amount shall automatically be treated as initially
designated to be invested in the Stable Income Fund. Such a Participant (or
Beneficiary) may change this initial investment designation at the time and in
the manner prescribed in this Section 6.7.

      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 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


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KELLOGG COMPANY
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<PAGE>
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
pro rata 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 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 pro rata 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 pro rata 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 pro rata interest.


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                                   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 service, on or after completing 30
years of service (regardless of age), upon Disability 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 subject to the limitations of Section
7.9, notwithstanding the provisions of Sections 7.2 and 7.3.

            (f) A Participant who has not had a Termination of Employment as of
January 1 of the calendar year in which he will reach age 70-1/2 will receive a
distribution as provided in Section 7.10. This Section 7.1(f) will cease to be
effective January 1, 2000.

            (g) Prior to August 3, 1998, 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.


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            (h) Upon the request of an alternate payee, as defined in Section
12.4(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 request.

            (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, the Trustee shall, unless the Participant elects an
optional form of payment pursuant to Section 7.2(a) or (b) (or, effective on the
Special Effective Date described below, elects an installment payment pursuant
to Section 7.2(a)), 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 (x) the Participant's Termination of Employment or (y) 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 $5,000 ($3,500 before August 3,
1998) 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
effective on the Special Effective Date as an installment) or any other form),
the 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. Where a Participant has not previously elected
an annuity form of distribution, the Participant may expressly waive this 30-day
minimum notice paid in a manner prescribed by the Administrative Committee,
which may include the use of electronic transmission and/or interactive voice
response systems. 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 and necessary pursuant to the terms of the
Plan, his Spouse's written consent (or through the use of electronic
transmission 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 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." The "Special Effective Date" is the date that the elimination of
the Plan's annuity forms of payment is effective as to each Participant.
Elimination of the annuity forms of payment is effective as to a Participant on
the ninetieth day after the date he is furnished with a summary that describes
the elimination and satisfies the requirements of the Department of Labor's
regulations regarding summaries of material modification for pension plans.

            (a) Optional Installment Form of Payment. A Participant who is an
Employee, or who is a former Employee of Kellogg Company, Kellogg Sales Company,
Mrs. Smith's or Winola (and effective for the Plan Years commencing on or after
November 1, 1991,


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a Participant who is an Employee of Fearn) may elect to receive his Accrued
Benefit in one of the optional installment methods described in paragraphs (1)
through (4) below. Such installments 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 3.5
and which the Participant elects.

                  (1) Fixed Installment Payment Option: A Participant who has
      met the requirements under the Kellogg Company Salaried Pension Plan for a
      Normal Retirement Benefit or an Early Retirement Benefit or has incurred a
      "Disability," as that term is defined under the provisions of the Kellogg
      Company Salaried Pension 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 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 Salaried Pension Plan for a
      Normal Retirement Benefit or an Early Retirement Benefit or has incurred a
      "Disability," as that term is defined under the provisions of the Kellogg
      Company Salaried Pension 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 first payment.

                  (3) Combined Fixed Installment and Earnings Installment
      Payment Option. A Participant who has met the requirements under the
      Kellogg Company Salaried Pension Plan for a Normal Retirement Benefit or
      an Early Retirement Benefit or has incurred a "Disability," as that term
      is defined under the provisions of the Kellogg Company Salaried Pension
      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.


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KELLOGG COMPANY
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                  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 Salaried Pension Plan for a
      Normal Retirement Benefit or an Early Retirement Benefit or has incurred a
      "Disability," as that term is defined under the provisions of the Kellogg
      Company Salaried Pension 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.

            Notwithstanding the foregoing, the Optional Installment Form of
Payment described above shall only be available for the balance of a
Participant's account as of the date of adoption of this Plan as Amended and
Restated effective November 1, 1989.

            (b) Optional Annuity Forms of Payment. Subject to the provisions of
the first paragraph of Section 7.2 above, a Participant who is an Employee of
Kellogg Company or Kellogg Sales Company (and, effective for Plan Years
commencing on or after November 1, 1991, a Participant who is an Employee of
Mrs. Smith's, Winola or Fearn) 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)(l), (2) or (3), as applicable.

                  (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,


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KELLOGG COMPANY
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<PAGE>
      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.

                  (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.

            Effective on the Special Effective Date, the forms of payment
described in this Section 7.2(b) will be eliminated.

            (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 the manner prescribed by the Administrative Committee, and his spouse
consents to the Participant's waiver in accordance with Section 7.6 in the
manner 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. 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,


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KELLOGG COMPANY
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                  (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,

                  (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. Effective August 3, 1998, 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 not elected to receive
      his Accrued Benefit in the form of a life annuity, 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.

                  (2) If the Participant has 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


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KELLOGG COMPANY
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      an optional non-annuity form of benefit permitted under Section 7.2(a) or
      has designated a Beneficiary other than his surviving spouse 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.

                  (3) This Section 7.3(a)(3) will be effective on the Special
      Effective 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, who shall be deemed to be the
      Participant's designated Beneficiary for this purpose, in the form of a
      lump sum or such optional installment form of benefit permitted under
      Section 7.2 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.

            (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, 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 with the Administrative Committee in a manner prescribed
by it which may include the use of electronic transmission and/or 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


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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 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 has not commenced
receiving his Accrued Benefit 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 the spouse's life expectancy if
the distribution commences not later than 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.

            (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


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KELLOGG COMPANY
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of his Company Contributions Account other than Employer Matching Contributions
(and earnings thereon) that have been credited to the Participant's Company
Contributions Account for the current Plan Year or the two (2) 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
Section 7.4(a)(2) below, and, effective January 1, 2002, with Section 7.4(a)(3).

                  (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;

                        (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; or (E) because the withdrawal is
            necessary to pay Federal taxes likely to be incurred as a result of
            hardship distributions described in Section 2.25(a) through Section
            2.25(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


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      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.

                  (3)   In addition, effective as of January 1, 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 13.4.

            (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 Plan Year or the two
immediately preceding Plan Years, the Participant shall not thereafter be
eligible to make Employee After-Tax Contributions or Employee 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 August 3, 1998, for Participants who have been
participating in the Plan for at least 60 months, the requirement that the
Employee After-Tax Contributions have been credited to the Employee After-Tax
Account for at least 24 months prior to their withdrawal is waived, and a
Participant who withdraws Employee After-Tax Contributions from his Employee
After-Tax Account and who has not been participating in the Plan for at least 60
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. 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 Employer Company Contributions. 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. For distributions made before August 3, 1998, Employer
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 withdrawal. Effective for distributions made after August 2, 1998,
Matching Contributions credited to the Company Contributions Account in the 24
months immediately preceding the withdrawal shall not be eligible 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.


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            (d)   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.

            (e)   Withdrawal at or after Age 59-1/2. Effective July 1, 2000, an
"Eligible Participant" may, on such form and in such manner as the
Administrative Committee shall prescribe, request a distribution in cash of all
or a portion of his Accrued Benefit. An "Eligible Participant" for this purposes
is a Worthington Employee as of July 1, 2000 who is a Participant, who was a
participant in the Salaried Worthington 401(k) Plan as of June 30, 2000, who is
still employed by the Employer and who has attained age 59-1/2.

      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 (a) the
Participant attains age sixty-five (65), (b) occurs the tenth (10) anniversary
of the Plan Year in which the Participant commenced participation, or (c) the
Participant had a Termination of Employment; provided that payments will be made
or commence not later than the Required Beginning Date. However, a Participant
who has met the requirement under the Kellogg Company Salaried 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, but not later than his or her
Required Beginning Date.

      7.6   SPOUSAL CONSENTS.

            (a)   A valid spousal consent to the Participant's naming of a
Beneficiary other than his spouse, to receiving 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.

            (b)   To the extent provided in any Qualified Domestic Relations
Order (as defined in Section 414(p) of the Internal Revenue Code), the former
spouse of a Participant shall be treated as the surviving spouse of such
Participant for purposes of receiving a Qualified Joint


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and Survivor Annuity or 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.

      Effective July 1, 2000, a Worthington Employee as of July 1, 2000 who is a
Participant and who was a participant in the Salaried Worthington 401(k) Plan as
of June 30, 2000, may elect that all or a portion of his Accrued Benefit be
distributed upon Termination of Employment in the form of the marketable
securities in which his accounts were invested under the Salaried Worthington
401(k) Plan as of June 30, 2000, but only to the extent his Accrued Benefit is
still invested in those same marketable securities at the time of the
distribution. In no event shall such a distribution be made in common stock of
the Company.

      7.9   LUMP SUM PAYMENT WITHOUT ELECTION. Notwithstanding any other
provision of 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 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. Effective November 1, 2000, the $3,500 limit
described 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 will 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
installments began.


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      7.10  REQUIRED MINIMUM DISTRIBUTION TO PARTICIPANTS. 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 calendar 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, based on the age of the
Participant as of such 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. 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 November 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) his Required Beginning Date unless he is a 5% owner as defined in
Section 2.43. 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 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.

      Effective January 1, 2000, upon the Participant's 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


                                       53
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<PAGE>
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.

      7.11  REQUEST FOR 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. A Participant must contact the S&I Center at
1-888-280-6933 to request 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 in
accordance with the provisions of Section 12.7 shall require reimbursement of
any amount of payment subsequently determined not to have been properly payable
to a Participant.

      7.14  DIRECT ROLLOVERS. Effective January 1, 1993, a Distributee may
elect, at the time and in the manner prescribed by the Administrative Committee,
to have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover. For
purposes of this Section, the following terms shall be defined as follows:

            (a)   An "Eligible Rollover Distribution" is any distribution of all
or any portion of the balance to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include: any distribution that is one of
a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code; the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for


                                       54
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<PAGE>
net unrealized appreciation with respect to employer securities); and, effective
January 1, 2000, any hardship distribution, as that term is described in
Treasury Regulations Section 1.401(k)-1(d)(2)(ii), granted under Section 7.11.

            (b)   An "Eligible Retirement Plan" is an individual retirement
account described in Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described in Section 401(a) of
the Code, that accepts the Distributee's Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution to the surviving
spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.

            (c)   A "Distributee" includes 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 414(p)
of the Code, are Distributees with regard to the interest of the spouse or
former spouse.

            (d)   A "Direct Rollover" is a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

      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 was made over the outstanding
balance of loans from the Plan on the date on which such loan was 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 transmissions 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. However, a Participant may only request an


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<PAGE>
early loan payoff two times in one year. A Participant who makes two early loan
payoff requests in one year without paying off the loan will not be allowed to
pay off the full amount of the loan for a period of one year. 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 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 to the use of the Participant's Accrued
Benefit as security for the loan 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 paycheck (after all other deductions).

            (h)   In the event of (1) default on the loan or (2) 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 (x) the value of the
Participant's Accounts without regard to the amount of any outstanding loan
(including any accrued interest thereon) plus (y) the Participant's promissory
note. If the Participant does not consent to take a full distribution of the sum
of (x) plus (y), 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). 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:


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                  (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 Contributions 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 Contributions Account

                  (3)   Before-Tax Account

                  (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)   Atlanta Union Employees shall become eligible to receive loans
as of March 1, 1996, and Blue Anchor Employees shall become eligible to receive
loans as of March 1, 1997.

            (o)   Lender's Employees shall become eligible to receive loans as
of May 1, 1997.

            (p)   Effective August 3, 1998, 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.

            (q)   Participants who are Worthington Employees shall become
eligible to receive a loan as of May 1, 2000 in accordance with the rules of
this Section 7.15. Any loans issued to salaried Worthington Employees under the
Salaried Worthington 401(k) Plan that were transferred to this Plan through the
merger of the Salaried Worthington 401(k) Plan into this Plan


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<PAGE>
shall be paid off under this Plan over the term of the loan established under
the Salaried Worthington 401(k) Plan.

            Loans shall not be made available to Highly Compensated Employees in
the amount greater than the amount that is made available to other Employees.

      7.16  SPECIAL TEMPORARY RE-EMPLOYMENT. If a former Participant who has
commenced receiving his Accrued Benefit in the form of one lump sum payment, in
installments, or an annuity is re-employed by an Employer and if said former
Participant's employment is expected to be for a temporary period of or no more
than 24 months, said former Participant shall continue to receive his Accrued
Benefit. Re-employment under this Section 7.16 shall be evidenced by a written
agreement between the Employer and the Employee specifying that the Employee
will be treated as a Participant and that the temporary period of re-employment,
including renewal extensions, if any, shall not exceed a total of 24 months.
Such a Participant's Accrued Benefit shall be re-determined annually effective
as of November 1, to reflect additional Before-Tax Contributions, Employer
Matching Contributions, Special Section 401k Contributions, and Employee
After-Tax Contributions allocated to the Participant's Account for each calendar
month of re-employment in which the Participant is paid or entitled to payment.
The Accrued Benefit payable to a re-employed Participant who works more than 24
months will be stopped.

      Effective January 1, 2002, the annual re-determination on the Accrued
Benefit of a Participant who signs an agreement specifying that his or her
temporary period of re-employment will not exceed 24 months will take place as
of each January 1.


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                                  ARTICLE VIII

                                 ADMINISTRATION

      8.1   CHAIRMAN OF THE BOARD DUTIES. The Chairman of the Board will have
overall responsibility for the establishment, amendment, termination,
administration and operation of the Plan, which responsibility he will discharge
by the appointment and removal (with or without cause), subject to Section 8.3
of the Plan, of (a) the members of the Administrative Committee, to which is
delegated the overall responsibility for the administration and operation of the
Plan, including the authority to receive and determine benefit claims and
determine appeals of benefit claims, and (b) the members of the Finance
Committee to which is delegated the overall responsibility for the investment of
the Trust Fund.

      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;

                  (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;


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                  (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;

                  (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. The Administrative Committee and the Finance
Committee shall each consist of not fewer than three (3) members, who shall be
appointed by the Chairman of the Board. They shall remain in office at the will
of the Chairman of the Board, and 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 Company and the secretary of the
Committee. Any member of a Committee may resign by delivering his written
resignation to the secretary of the Company 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.

      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.


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            (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 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 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


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            (b)   in treating a domestic relations order as being (or not being)
a Qualified Domestic Relations Order (as defined in Section 12.4), or, during
any period in which the 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, 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 a 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
Claimant received notification of the denial. A Claimant (or his duly authorized
representative) may review pertinent documents and submit issues and comments 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 a
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


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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  PLAN TERMINATION. The continuation of the Plan and the payment of
Employer Contributions is not assumed as a contractual obligation of the Company
or any other Employer, and the right is reserved by the Company and each other
Employer at any time to reduce, suspend or discontinue its contributions
hereunder, and the right is reserved by the Company, by action of the Chairman
of the Board of Directors or resolution of the Board of Directors, to terminate
the Plan at any time; provided, however, that the Employer Contributions for any
Plan Year accrued or determined prior to the end of said year shall not after
the end of said year be retroactively reduced, suspended or discontinued except
as may be permitted by law.

      10.2  AMENDMENT. The Company, by action of the Chairman of the Board or
resolution of the Board of Directors, may amend, notify, change, revise,
discontinue or terminate the Plan at any time. Except as provided in Sections
5.1 and 6.10, no amendment shall: (a) increase the duties or liabilities of the
Trustee or the Administrative Committee or the Finance Committee without their
written consent; (b) have the effect of vesting in any Employer any interest in
the funds, securities or other property subject to the terms of this Plan and
Trust Agreement; (c) authorize or permit at any time any part of the corpus or
income of the Trust Fund to be used or diverted to purposes other than for the
exclusive benefit of Participants and their Beneficiaries; (d) have any
retroactive effect as to deprive any Participant or Beneficiary of any benefit
already accrued or shall operate either directly or indirectly to reduce either
the nonforfeiture percentage of any Participant's Accrued Benefit or the Accrued
Benefit of any Participant as they are constituted at the time of the amendment;
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. Furthermore, the Company is
authorized to make and execute any amendment it determines necessary or
desirable, with or without retroactive effect, to comply with ERISA or to
maintain the Plan's tax-qualified status under the Code.

      10.3  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 (a) 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 (b) the Trust
be continued and Participants' Accrued Benefits be distributed at such times and
in such manner as provided in Article VII.

      10.4  WITHDRAWAL FROM THE PLAN BY AN EMPLOYER. Any Employer other than the
Company may withdraw from the Plan and Trust Agreement, under such terms and
conditions as


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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.


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                                   ARTICLE XI

                              TOP HEAVY PROVISIONS

      11.1  APPLICATION. The definitions in Section 11.2 shall apply under this
Article XI and the special rules in Section 11.3 shall apply, notwithstanding
any other provisions of the Plan, for any Plan Year in which the Plan is a Top
Heavy Plan and for such other Plan Years as may be specified herein. Anything in
this Article XI to the contrary notwithstanding, if the Plan is a multiemployer
plan described in Code Section 414(f), or a multiple employer plan as described
in Code Section 413(c), the provisions of this Article XI shall be applied
separately to each Employer and Related Company taking account of benefits under
the plan provided to employees of the Employer or Related Company because of
service with that Employer or Related Company.

      11.2  SPECIAL TOP HEAVY DEFINITIONS. The following special definitions
shall apply under this Article XI.

            (a)   "Aggregate Employer Contributions" means the sum of all
Employer Contributions under this Plan allocated for a Participant to the Plan
and employer contributions and forfeitures allocated for the Participant to all
Related Defined Contribution Plans in the Aggregation Group; provided, however,
that for Plan Years beginning before January 1, 1985, Before-Tax Contributions
under the Plan and employer contributions attributable to salary reduction or
similar arrangement under the Plan and Related Defined Contribution Plans shall
not be included in Aggregate Employer Contributions, and with respect to Non-Key
Employees for Plan Years beginning after December 31, 1988, Before-Tax
Contributions and Employer Matching Contributions under the Plan and employer
contributions attributable to salary reduction or similar arrangement and
matching contributions (within the meaning of Section 401(m)(4)(A) of the Code)
under the Plan and Related Defined Contribution Plans shall not be included in
Aggregate Employer Contributions.

            (b)   "Aggregation Group" means the group of plans in a Mandatory
Aggregation Group, if any, that includes the Plan, unless the inclusion of
Related Plans in the Permissive Aggregation Group would prevent the Plan from
being a Top Heavy Plan, in which case "Aggregation Group" means the group of
plans consisting of the Plan and each other Related Plan in a Permissive
Aggregation Group with the Plan.

                  (1)   "Mandatory Aggregation Group" means each plan
      (considering the Plan and Related Plans) that, during the Plan Year that
      contains the Determination Date or any of the four preceding Plan Years,

                        (A)   had a participant who was a Key Employee, or

                        (B)   was necessary to be considered with a plan in
            which a Key Employee participated in order to enable the plan in
            which the Key Employee participated to meet the requirements of
            Section 401(a)(4) or 410 of the Code. If the Plan is not described
            in (A) or (B) above, it shall not be part of a Mandatory Aggregation
            Group.


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                  (2)   "Permissive Aggregation Group" means the group of plans
      consisting of (A) the plans, if any, in a Mandatory Aggregation Group with
      the Plan, and (B) any other Related Plan, that, when considered as a part
      of the Aggregation Group, does not cause the Aggregation Group to fail to
      satisfy the requirements of Section 401(a)(4) and Section 410 of the Code.
      A Related Plan in (B) of the preceding sentence may include a simplified
      employee pension plan, as defined in Code Section 408(k), and a
      collectively bargained plan, if when considered as a part of the
      Aggregation Group such plan does not cause the Aggregation Group to fail
      to satisfy the requirements of Section 401(a)(4) and Section 410 of the
      Code, considering, if the plan is a multiemployer plan as described in
      Code Section 414(f) or a multiple employer plan as described in Code
      Section 413(c), benefits under the plan only to the extent provided to
      employees of the employer because of service with the employer and, if the
      plan is a simplified employee pension plan, only the employer's
      contribution to the plan.

            (c)   "Determination Date" means, with respect to a Plan Year, the
last day of the preceding plan year or, in the case of the first plan year, the
last day of such plan year. If the Plan is aggregated with other plans in the
Aggregation Group, the Determination Date for each other plan shall be, with
respect to any plan year, the Determination Date for each such other plan which
falls in the same calendar year as the Determination Date for the Plan.

            (d)   "Key Employee" means, for the Plan Year containing the
Determination Date, any person or the beneficiary of any person who is an
Employee or former Employee of an Employer or a Related Company as determined
under Code Section 416(i) and who, at any time during the Plan Year containing
the Determination Date or any of the four (4) preceding Plan Years (the
"Measurement Period"), is a person described in paragraph (i), (ii), (iii) or
(iv), subject to paragraph (v).

                  (1)   An officer of the Employer or Related Company who:

                        (A)   in any Measurement Period, in the case of a Plan
            Year beginning after December 31, 1983, is an officer during the
            Plan Year and has annual Compensation for the Plan Year in an amount
            greater than fifty percent (50%) of the amount in effect under
            Section 415(b)(1)(A) of the Code for the calendar year in which such
            Plan Year ends ($98,064 in 1989, 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); and

                        (B)   in any Measurement Period, in the case of a Plan
            Year beginning on or before December 31, 1983, is an officer during
            the Plan Year, regardless of his Compensation (except to the extent
            that applicable law, regulations and rulings indicate that the fifty
            percent (50%) requirement set forth in subparagraph (A) above is
            applicable). No more than a total of fifty (50) persons (or, if
            fewer, the greater of three (3) persons or ten percent (10%) of all
            persons or beneficiaries of persons who are employees or former
            employees) shall be treated as Key Employees under this paragraph
            for any Measurement Period.


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            For purposes of determining the number of officers taken into
            account hereunder, employees described in Section 414(q)(5) of the
            Code shall be excluded. In the case of an Employer or Related
            Company which is not a corporation:

                              (i)   in any Measurement Period, in the case of a
                  Plan Year beginning on or before February 28, 1985 no persons
                  shall be treated as Key Employees under this paragraph (i);
                  and

                              (ii)  in any Measurement Period, in the case of a
                  Plan Year beginning after February 28, 1985, the term
                  "officer" as used in this subsection (d) shall include
                  administrative executives as described in Section
                  1.416-1(T-13) of the Treasury Regulations.

                  (2)   One (1) of the ten (10) persons who, during a Plan Year
      in the Measurement Period:

                        (A)   have annual Compensation from the Employer or a
            Related Company for such Plan Year greater than the amount in effect
            under Section 415(c)(1)(A) of the Code for the calendar year in
            which such Plan Year ends (the greater of $30,000 or one-fourth
            (1/4) of the dollar limitation in effect under Section 415(b)(1)(A)
            of the Code, adjusted 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); and

                        (B)   own (or are considered as owning within the
            meaning of Code Section 318) in such Plan Year, the largest
            percentage interests in the Employer or a Related Company, in such
            Plan Year, provided that no person shall be treated as a Key
            Employee under this paragraph unless he owns more than one-half
            percent (1/2%) interest in the Employer or a Related Company. No
            more than a total of ten (10) persons or beneficiaries of persons
            who are employees or former employees shall be treated as Key
            Employees under this paragraph (ii) for any Measurement Period.

                  (3)   A person who, for a Plan Year in the Measurement Period,
      is a more than five percent (5%) owner (or is considered as owning more
      than five percent (5%) within the meaning of Code Section 318) of the
      Employer or a Related Company.

                  (4)   A person who, for a Plan Year in the Measurement Period,
      is a more than one percent (1%) owner (or is considered as owning more
      than one percent (1%) within the meaning of Code Section 318) of the
      Employer or a Related Company and has an annual Compensation for such Plan
      Year from the Employer and Related Companies of more than $150,000.

                  (5)   If the number of persons who meet the requirements to be
      treated as Key Employees under paragraph (1) or (2) exceeds the limitation
      on the number of Key Employees to be counted under paragraph (1) or (2),
      those persons with the highest annual Compensation in a Plan Year in the
      Measurement Period for which the


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      requirements are met and who are within the limitation on the number of
      Key Employees will be treated as Key Employees. If the requirements of
      paragraph (1) or (2) are met by a person in more than one Plan Year in the
      Measurement Period, each person will be counted only once under paragraph
      (1) or (2):

                        (A)   under paragraph (1), the Plan Year in the
            Measurement Period in which a person who was an officer and had the
            highest annual Compensation shall be used to determine whether the
            person will be treated as a Key Employee under the preceding
            sentence;

                        (B)   under paragraph (2), the Plan Year in the
            Measurement Period in which the ownership percentage interest is the
            greatest shall be used to determine whether the person will be
            treated as a Key Employee under the preceding sentence.
            Notwithstanding the above provisions of paragraph (5), a person may
            be counted in determining the limitation under both paragraphs (1)
            and (2). In determining the sum of the Present Value of Accrued
            Benefits for Key Employees under subsection (h) of this Section, the
            Present Value of Accrued Benefits for any person shall be counted
            only once.

                  (6)   For purposes of determining whether an individual is a
      Key Employee under paragraphs (1) and (2), for the short Plan Year
      beginning on November 1, 2001 and ending December 31, 2001, the amounts in
      effect under Code Sections 415(b)(1)(A) and 415(c)(1)(A) will be
      multiplied by a fraction, the numerator of which is two, and the
      denominator of which is twelve. For purposes of determining whether an
      individual is a Key Employee under paragraph (3), for the short Plan Year
      beginning on November 1, 2001 and ending December 31, 2001, the $150,000
      amount will be multiplied by a fraction, the numerator of which is two,
      and the denominator of which is twelve.

            (e)   "Non-Key Employee" means a person with an accrued benefit or
account balance in the Plan or any Related Plan in the Aggregation Group at any
time during the Measurement Period who is not a Key Employee, and any
beneficiary of such a person.

            (f)   "Present Value of Accrued Benefits" means, for any Plan Year,
an amount equal to the sum of (1), (2) and (3), subject to (4), for each person
who, in the Plan Year containing the Determination Date, was a Key Employee or a
Non-Key Employee.

                  (1)   The value of a person's Accrued Benefit under the Plan
      and each Related Defined Contribution Plan in the Aggregation Group,
      determined as of the valuation date coincident with or immediately
      preceding the Determination Date, adjusted for contributions due as of the
      Determination Date, as follows:

                        (A)   in the case of a plan not subject to the minimum
            funding requirements of Section 412 of the Code, by including the
            amount of any contributions actually made after the valuation date
            but on or before the Determination Date, and, in the first plan year
            of a plan, by including


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            contributions made after the Determination Date that are allocated
            as of a date in that first plan year; and

                        (B)   in the case of a plan that is subject to the
            minimum funding requirements, by including the amount of any
            contributions that would be allocated as of a date not later than
            the Determination Date, plus adjustments to those amounts as
            required under applicable rulings, even though those amounts are not
            yet required to be contributed or allocated (e.g., because they have
            been waived) and by including the amount of any contributions
            actually made (or due to be made) after the valuation date but
            before the expiration of the extended payment period in Section
            412(c)(10) of the Code.

                  (2)   The sum of the actuarial present values of a person's
      accrued benefits under each Related Defined Benefit Plan in the
      Aggregation Group, expressed as a benefit commencing at Normal Retirement
      Date (or the person's attained age, if later) determined based on the
      following actuarial assumptions:

                        (A)   Interest rate 5%; and

                        (B)   Post-Retirement Mortality: 1984 Unisex Pension
            Table;

      and determined in accordance with Code Section 416(g); provided, however,
      that the accrued benefit of any Non-Key Employee shall be determined under
      the method which is used for accrual purposes for all Related Defined
      Benefit Plans or, if no single accrual method is used in all such plans,
      such accrued benefit shall be determined as if such benefit accrued not
      more rapidly than the slowest accrual rate permitted under Code Section
      411(b)(1)(C). The present value of an accrued benefit for any person who
      is employed by an employer maintaining a plan on the Determination Date is
      determined as of the most recent valuation date which is within a 12-month
      period ending on the Determination Date; provided however that:

                        (X)   for the first plan year of the plan, the present
            value for an employee is determined as if the employee had a
            Termination of Employment (1) on the Determination Date or (2) on
            such valuation date but taking into account the estimated accrued
            benefit as of the Determination Date; and

                        (Y)   for the second and subsequent plan years of the
            plan, the accrued benefit taken into account for an employee is not
            less than the accrued benefit taken into account for the first plan
            year unless the difference is attributable to using an estimate of
            the accrued benefit as of the Determination Date for the first plan
            year and using the actual accrued benefit as of the Determination
            Date for the second plan year.

      For purposes of this paragraph (2), the valuation date is the valuation
      date used by the plan for computing plan costs for minimum funding,
      regardless of whether a valuation is performed that Year. If the plan
      provides for a nonproportional subsidy as described in Treasury
      Regulations Section 1.416-1 (T-27), the present value of accrued benefits
      shall


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      be determined taking into account the value of nonproportional subsidized
      early retirement benefits and nonproportional subsidized benefit options.

                  (3)   The aggregate value of amounts distributed during the
      plan year that includes the Determination Date or any of the four
      preceding plan years, including amounts distributed under a terminated
      plan which, if it had not been terminated, would have been in the
      Aggregation Group.

                  (4)   The following rules shall apply in determining the
      Present Value of Accrued Benefits:

                        (A)   Amounts attributable to qualified voluntary
            employee contributions, as defined in Section 219(e) of the Code,
            shall be excluded.

                        (B)   In computing the Present Value of Accrued Benefits
            with respect to rollovers or plan-to-plan transfers, the following
            rules shall be applied to determine whether amounts which have been
            distributed during the five (5) year period ending on the
            Determination Date from or accepted into this Plan or any plan in
            the Aggregation Group shall be included in determining the Present
            Value of Accrued Benefits:

                        (i)   Unrelated Transfers accepted into the Plan or any
            plan in the Aggregation Group after December 31, 1983 shall not be
            included.

                        (ii)  Unrelated Transfers accepted on or before December
            31, 1983 and all Related Transfers accepted at any time into the
            Plan or any plan in the Aggregation Group shall be included.

                        (iii) Unrelated Transfers made from the Plan or any plan
            in the Aggregation Group shall be included.

                        (iv)  Related Transfers made from the Plan or any plan
            in the Aggregation Group shall not be included by the transferor
            plan (but shall be counted by the accepting plan).

                        (C)   The Accrued Benefit of any individual who has not
            performed services for an Employer maintaining the Plan at any time
            during the five- (5) year period ending on the Determination Date
            shall be excluded.

            (g)   "Related Transfer" means a rollover or a plan-to-plan transfer
which is either not initiated by the Employee or is made between plans, each of
which is maintained by a Related Company.

            (h)   A "Top Heavy Aggregation Group" exists in any Plan Year for
which, as of the Determination Date, the sum of the Present Value of Accrued
Benefits for Key Employees under all plans in the Aggregation Group exceeds
sixty percent (60%) of the sum of the Present Value of Accrued Benefits for all
employees under all plans in the Aggregation Group; provided


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that, for purposes of determining the sum of the Present Value of Accrued
Benefits for all employees, there shall be excluded the Present Value of Accrued
Benefits of any Non-Key Employee who was a Key Employee for any Plan Year
preceding the Plan Year that contains the Determination Date. For purposes of
applying the special rules herein with respect to a Super Top Heavy Plan, a Top
Heavy Aggregation Group will also constitute a "Super Top Heavy Aggregation
Group" if in any Plan Year as of the Determination Date, the sum of the Present
Value of Accrued Benefits for Key Employees under all plans in the Aggregation
Group exceeds ninety percent (90%) of the sum of the Present Value of Accrued
Benefits for all employees under all plans in the Aggregation Group.

            (i)   "Top Heavy Plan" means the Plan in any Plan Year in which the
Plan is a member of a Top Heavy Aggregation Group, including a Top Heavy
Aggregation Group consisting solely of the Plan. For purposes of applying the
rules herein with respect to a Super Top Heavy Plan, a Top Heavy Plan will also
constitute a "Super Top Heavy Plan" if the Plan in any Plan Year is a member of
a Super Top Heavy Aggregation Group, including a Super Top Heavy Aggregation
Group consisting solely of the Plan.

            (j)   "Unrelated Transfer" means a rollover or a plan-to-plan
transfer which is both initiated by the Employee and (a) made from a plan
maintained by a Related Company to a plan maintained by an employer which is not
a Related Company or (b) made to a plan maintained by a Related Company from a
plan maintained by an employer which is not a Related Company.

      11.3  SPECIAL TOP HEAVY PROVISIONS. For each Plan Year in which the Plan
is a Top Heavy Plan, the following rules shall apply, except that the special
provisions of this Section 11.3 shall not apply with respect to any employee
included in a unit of employees covered by an agreement which the Secretary of
Labor finds to be a collective-bargaining agreement between employee
representatives and one or more Employers if there is evidence that retirement
benefits were the subject of good faith bargaining between such employee
representative and the Employer or Employers:

            (a)   Minimum Employer Contributions. In any Plan Year in which the
Plan is a Top Heavy Plan, the Employers shall make additional Employer
Contributions to the Plan as necessary for each Participant who is employed on
the last day of the Plan Year and who is a Non-Key Employee to bring the amount
of his Aggregate Employer Contributions for the Plan Year up to at least three
percent (3%) of his Compensation, or if the Plan is not required to be included
in an Aggregation Group in order to permit a Related Defined Benefit Plan in the
Aggregation Group to satisfy the requirements of Section 401(a)(4) or Section
410 of the Code, such lesser amount as is equal to the largest percentage of a
Key Employee's Compensation (as limited in accordance with Section 11.3(c))
allocated to the Key Employee as Aggregate Employer Contributions, unless such
Participant is a Participant in a Related Defined Benefit Plan and receives a
minimum benefit thereunder in accordance with Section 416(c) of the Code, in
which case such Participant shall not receive a minimum contribution under this
Section 11.3(a).


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            For purposes of determining whether a Non-Key Employee is a
Participant entitled to have minimum Employer Contributions made on his behalf,
a Non-Key Employee will be treated as a Participant even if he is not otherwise
a Participant (or accrues no benefit) under the Plan because:

                  (1)   he has failed to complete the requisite number of hours
      of service (if any) after becoming a Participant in the Plan,

                  (2)   he is excluded from participation in the Plan (or
      accrues no benefit) merely because his compensation is less than a stated
      amount, or

                  (3)   he is excluded from participation in the Plan (or
      accrues no benefit) merely because of a failure to make mandatory employee
      contributions or, if the Plan is a 401(k) plan, because of a failure to
      make elective 401(k) contributions.

            If the highest amount of Aggregate Employer Contributions allocated
to the account of a Key Employee for a Plan Year in which the Plan is a Top
Heavy Plan is less than 3%, amounts contributed by an Employer to the Trust on
behalf of said Key Employee as a result of a Compensation Reduction Election
shall be included in determining contributions made on behalf of said Key
Employee.

            (b)   Vesting. For each Plan Year in which the Plan is a Top Heavy
Plan and for each Plan Year thereafter, the Participant's Accrued Benefit shall
remain fully vested and nonforfeitable.

            (c)   Limitations. In computing the limitations under Section 5.1
hereof for years in which the Plan is a Top Heavy Plan, the special rules of
Section 416(h) of the Code shall be applied in accordance with applicable
regulations and rulings so that, in determining the denominator of the Defined
Contribution Plan Fraction and the Defined Benefit Plan Fraction, at each place
at which "1.25" would have been used, "1.00" shall be substituted, and by
substituting $41,500 for $51,875 in the numerator of the transition fraction
described in Section 415(e)(6)(B) of the Code, unless the Plan is not a Super
Top Heavy Plan and the special requirements of Section 416(h)(2) of the Code
have been satisfied.

            (d)   Transition Rule for a Top Heavy Plan. Notwithstanding the
provisions of Section 11.3(c), for each Plan Year in which the Plan is a Top
Heavy Plan and in which the Plan does not meet the special requirements of
Section 416(h)(2) of the Code in order to use 1.25 in the denominator of the
Defined Contribution Plan Fraction and the Defined Benefit Plan Fraction, if an
Employee was a participant in one or more defined benefit plans and in one or
more defined contribution plans maintained by the employer before the plans
became Top Heavy Plans and if such Participant's Combined Fraction exceeds 1.00
because of accruals and additions that were made before the plans became Top
Heavy Plans, a factor equal to the lesser of 1.25 or such lesser amount (but not
less than 1.00) as shall be needed to make the Employee's Combined Fraction
equal to 1.00 shall be used in the denominator of the Defined Benefit Plan
Fraction and the Defined Contribution Plan Fraction if there are no further
accruals or annual additions under any Top Heavy Plans until the Participant's
Combined Fraction is not greater than 1.00 when a factor of 1.00 is used in the
denominators of the Defined Benefit Plan Fraction


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<PAGE>
and the Defined Contribution Plan Fraction. Any provisions herein to the
contrary notwithstanding, if the Plan is a Top Heavy Plan and the Plan does not
meet the special requirements of Section 416(h)(2) of the Code in order to use
1.25 in the denominators of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction, there shall be no further Annual Additions for a
Participant whose Combined Fraction is greater than 1.00 when a factor of 1.00
is used in the denominator of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction, until such time as the Participant's Combined
Fraction is not greater than 1.00.

            (e)   Transition Rule for a Super Top Heavy Plan. Notwithstanding
the provisions of Sections 11.3(c) and 11.3(d), for each Plan Year in which the
Plan is a Super Top Heavy Plan, (1) if an Employee was a participant in one or
more defined benefit plans and in one or more defined contribution plans
maintained by the employer before the plans became Super Top Heavy Plans, and
(2) if such Participant's Combined Fraction exceeds 1.00 because of accruals and
additions that were made before the plans became Super Top Heavy Plans and if
immediately before the plans became Super Top Heavy Plans the Combined Fraction
as then computed did not exceed 1.00, then a factor equal to the lesser of 1.25
or such lesser amount (but not less than 1.00) as shall be needed to make the
Employee's Combined Fraction equal to 1.00 shall be used in the denominator of
the Defined Benefit Plan Fraction and the Defined Contribution Plan Fraction if
there are no further accruals or annual additions under any Super Top Heavy
Plans until the Participant's Combined Fraction is not greater than 1.00 when a
factor of 1.00 is used in the denominators of the Defined Benefit Plan Fraction
and the Defined Contribution Plan Fraction. Any provisions herein to the
contrary notwithstanding, if the Plan is a Super Top Heavy Plan, there shall be
no further Annual Additions for a Participant whose Combined Fraction is greater
than 1.00 when a factor of 1.00 is used in the denominator of the Defined
Benefit Plan Fraction and the Defined Contribution Plan Fraction until the
Participant's Combined Fraction is not greater than 1.00.

            (f)   Terminated Plan. If the Plan becomes a Top Heavy Plan after it
has formally been terminated, has ceased contributions and has been or is
distributing all plan assets to participants and their beneficiaries as soon as
administratively feasible or if a terminated plan has distributed all benefits
of participants and their beneficiaries, the provisions of Section 11.3 shall
not apply to the Plan.

            (g)   Frozen Plans. If the Plan becomes a Top Heavy Plan after
contributions have ceased under the Plan but all assets have not been
distributed to participants or their beneficiaries, the provisions of Section
11.3 shall apply to the Plan.


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                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

      12.1  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.

      12.2  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).

      12.3  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.

            (b)   Notwithstanding Section 12.3(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 12.4,

                  (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 12.4.

            (c)   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:

                  (1)   under a judgment of conviction for a crime involving the
      Plan;

                  (2)   under a civil judgment (including a consent order or
      decree) entered by a court in an action brought in connection with a
      violation (or alleged violation) of the fiduciary responsibility
      requirement of ERISA; or


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                  (3)   pursuant to a settlement agreement between the Secretary
      of Labor and the Participant, or a settlement agreement between the
      Pension Benefit Guaranty Corporation and the Participant, in connection
      with a violation (or alleged violation) of the fiduciary responsibility
      requirements of ERISA by a fiduciary or any other person.

      12.4  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 (an alternate payee),

                  (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

                  (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


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                  (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 12.4(c)(1) solely because such order requires
that payment of benefits be made to an alternate payee:

                  (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
            receive 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.


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            (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.

      12.5  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 charging the amount necessary to make
such payment against the Employer(s) whose Employer Matching Contributions were
reduced by such Forfeiture.

      12.6  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.

      12.7  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.

      12.8  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 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.

      12.9  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.

      12.10 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. No Employer shall be


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<PAGE>
responsible for any act or failure to act of any Trustee appointed to administer
the Trust Fund except as required by the Code or ERISA. 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.

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

      12.12 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.

      12.13 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.

      12.14 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.

      12.15 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.

      12.16 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.


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<PAGE>

                                  ARTICLE XIII

                    EMPLOYEE STOCK OWNERSHIP PLAN PROVISIONS

      13.1  ESTABLISHMENT OF ESOP. From and after January 1, 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 the Plan is intended to be a profit sharing plan which 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).

      13.2  DEFINITIONS. For purposes of this Article XIII, 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 which 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

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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.

      13.3  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 January 1, 2002. The Company Stock and other assets held
in the Kellogg Company Stock Fund as of the end of the day on December 31, 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.

      13.4  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


                                       83
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN
<PAGE>
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).

            (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.

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

                                       84
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN
<PAGE>
            (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.

            (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.

      13.6  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.

                                       85
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN
<PAGE>
      13.7  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


                                       86
KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN
<PAGE>
            Executed this _____ day of _______________ 2002.


                                         KELLOGG COMPANY


                                         By:
                                             -----------------------------------




KELLOGG COMPANY
SAVINGS AND INVESTMENT PLAN
<PAGE>

                               AMENDMENT NUMBER 1
                                     TO THE
                   KELLOGG COMPANY SAVINGS AND INVESTMENT PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997
                    WITH AMENDMENTS THROUGH JANUARY 1, 2002)

                             Effective July 1, 2002

      WHEREAS, the Kellogg Company (the "Company") maintains the Kellogg Company
Savings and Investment Plan (as amended and restated effective January 1, 1997
with amendments through January 1, 2002) (the "S&I Plan") for the benefit of
eligible employees of the Company and its affiliates;

      WHEREAS, it is now considered desirable to amend the S&I Plan;

      WHEREAS, under Section 10.2 of the S&I Plan, the Company, by action of its
Board of Directors (the "Board") is authorized to amend the S&I Plan; and

      WHEREAS, the Board has, by way of resolution dated September 28, 2001,
delegated its authority to amend the S&I Plan to the Company's Chief Financial
Officer.

      NOW, THEREFORE, BE IT RESOLVED, that pursuant to the power given to the
Board under Section 10.2 of the S&I Plan, and delegated to the Company's Chief
Financial Officer by resolution of the Board, the S&I Plan is hereby amended in
the following particulars:

      1.    By adding the following to Section 1.2, immediately after the final
paragraph thereof, effective as of the dates indicated therein:

            "Effective as of March 1, 2002, the Worthington Foods, Inc. 401(k)
      Profit Sharing Plan (the `Prior Worthington Union Plan') was merged into
      this Plan. On or after March 1, 2002, the provisions of the Plan apply to
      persons for whom an amount is transferred from the Prior Worthington Union
      Plan to this Plan.

            Effective as of March 28, 2002, the Mondo Baking 401(k) Plan (the
      `Prior Mondo Plan') was merged into this Plan. On or after March 28, 2002,
      the provisions of the Plan apply to persons for whom an amount is
      transferred from the Prior Mondo Plan to this Plan.

            Effective July 1, 2002, the Keebler Company Salaried Savings Plan
      (the `Prior Keebler Savings Plan'), the Keebler Company Union Savings Plan
      (the `Prior Keebler Union Plan') and the Keebler Company Savings Plan for
      Hourly Associates of Cary Bakery (the `Prior Cary Bakery Plan')
      (collectively referred to in this Plan as the `Keebler Plans' subject to
      exceptions under Appendix C regarding the Prior Cary Bakery Plan) were
      merged into this Plan. On or after July 1, 2002, the provisions of the
      Plan, subject to any applicable Appendix, apply to persons for whom an
      amount is transferred from one of the Keebler Plans to this Plan."

<PAGE>

      2.    By adding the following subsection (e) to Section 2.1, immediately
after subsection (d) thereof, effective as of July 1, 2002:

            "(e) A Prior MP Account consisting of contributions, if any,
      originally made on behalf of a Participant who was a participant in the
      Athens Money Purchase Plan, the Bake-Line Money Purchase Plan or the
      Emerald Money Purchase Plan and whose accounts in any of those plans were
      merged with and into the Prior Keebler Savings Plan prior to its merger
      with this Plan."

      3.    By substituting the following for Section 2.13 of the Plan,
effective as of January 1, 2002:

            "2.13 DISABILITY. `Disability' means a physical or mental impairment
      that constitutes a total and permanent disability, or renders the
      Participant totally and permanently disabled, within the meaning of the
      Employer's long-term disability plan that covers the Participant, as
      determined by the claims administrator of that plan. If the Participant is
      not covered by a long-term disability plan of an Employer, then he or she
      will be deemed to be suffering from a Disability only if he or she has
      been determined to be eligible for disability insurance benefits under
      Title II of the Federal Social Security Act."

      4.    By adding the following new paragraphs to Section 2.27, immediately
after the final paragraph thereof, effective as described therein:

            "Effective on and after March 28, 2002, employment with Mondo Baking
      Company prior to January 20, 2000, the date the Company acquired Mondo
      Baking Company, will be counted for eligibility purposes.

            Effective on and after July 1, 2002, employment with the Keebler
      Company and any entities in the controlled group of Keebler Company prior
      to March 26, 2001, the date the Company acquired the Keebler Company, will
      be counted for eligibility purposes."

      5.    By substituting the following for the entirety of Section 2.40 of
the Plan, effective as of January 1, 2002:

            "2.40 REQUIRED BEGINNING DATE. `Required Beginning Date' means the
      following:

            (a)   Except as provided in subsection (b) below:

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

                                      -2-
<PAGE>

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

                        (B)   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 or she attains age 70-1/2 or any of the
            four prior Plan Years, December 31 of the calendar year in which he
            or she has a Termination of Employment, provided, that if any such
            Participant becomes a 5% owner during any Plan Year after he or she
            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

                  (2)   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 5% owner, and had not retired by January 1, 1989,
      the Participant's `Required Beginning Date' shall be December 31, 1996.

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

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

                  (B)   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 or she attains age 70-1/2 or any of the four prior Plan
            Years, the December 31 of the calendar year in which he or she has a
            Termination of Employment, provided that if any such Participant
            becomes a 5% owner during the Plan Year after he or she attains age
            70-1/2, the `Required Beginning Date' for such Participant shall be
            the December 31 of the calendar year in which such Plan Year ends.

                  (4)   For a Participant who attains age 70-1/2 on or after
      January 1, 2002, the later of:

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

                  (B)   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 or she attains age 70-1/2 or any of the four prior Plan
            Years, the April 1 of the calendar year following the later of: (1)
            the calendar year in which he


                                      -3-
<PAGE>

            or she has a Termination of Employment or (2) the calendar year in
            which he or she attains age 70-1/2; provided, however, that if any
            such Participant becomes a 5% owner during the Plan Year after he or
            she 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.

                  (5)   Furthermore, all benefit distributions under this
      Section 2.40(a) of 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.

            (b)   With respect to Participants who were participants in the
      Keebler Plans, the term `Required Beginning Date' means the following:

                  (1)   Prior to July 1, 2002, the terms as defined under each
            applicable plan;

                  (2)   On or after July 1, 2002, the term as defined in
            subsection (a)(4) above."

      6.    By adding the following new paragraphs to Section 3.1 of the Plan,
immediately after the final paragraph thereof, effective as of the dates
described therein:

            "From and after April 1, 2002, Mondo Baking Company will be an
      Employer; therefore, individuals who provide services to Mondo Baking
      Company will be eligible to participate in this Plan when and if they
      otherwise meet the eligibility requirements of the Plan.

            From and after July 1, 2002, the Keebler Company will be an
      Employer; therefore, individuals who provide services to Keebler Company
      will be eligible to participate in this Plan when and if they otherwise
      meet the eligibility requirements of the Plan.

            Notwithstanding anything to the contrary in this Section 3.1, with
      respect to any union Employee covered by the Plan, to be eligible to have
      Employer Matching Contributions or Special Section 401(k) Contributions
      contributed to the Plan on his behalf, such Employee shall be required to
      complete the trial or probation period agreed to under the collective
      bargaining agreement applicable to that Employee, followed by a Year of
      Eligibility Services."

                                      -4-
<PAGE>

      7.    By substituting the following for Section 4.1(a) of the Plan,
effective as of January 1, 2002:

            "(a)  Employer Matching Contributions. Except as provided in an
      applicable Appendix and in subsection (1) through (5) 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 4.6 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 4.6 for each payroll period. Except as provided in an
      applicable Appendix and in subsection (1) through (5) 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.

                  (1)   Notwithstanding the forgoing, with respect to an Active
      Participant who is a Blue Anchor Union Employee, effective as of January
      1, 2000, his or her Employer will contribute an amount equal to 40% of the
      first 4% of Before-Tax Contributions made on his or her behalf pursuant to
      Section 4.2. For periods beginning after May 30, 2003, his or her Employer
      will contribute an amount equal to 50% of the first 4% of the Before-Tax
      Contributions, made on behalf of the Active Participant pursuant to
      Section 4.2 for each payroll period. Effective as of January 1, 2000, 50%
      of the Employer Matching Contributions made on behalf of Blue Anchor Union
      Employees will be invested in the Kellogg Company Stock Fund. For periods
      beginning after May 30, 2003, 40% of the Employer Matching Contributions
      made on behalf of Blue Anchor Union Employees will be invested in the
      Kellogg Company Stock Fund.

                  (2)   Notwithstanding the forgoing, with respect to an Active
      Participant who is a San Jose Union Employee, effective as of March 22,
      1998, his or her Employer will contribute an amount equal to 40% of the
      first 3% of Before-Tax Contributions made on his or her behalf pursuant to
      Section 4.2. Fifty percent (50%) of the Employer Matching Contributions
      made on behalf of San Jose Union Employees will be invested in the Kellogg
      Company Stock Fund.

                  (3)   Notwithstanding the forgoing, with respect to an Active
      Participant who is a Rossville Union Employee, effective as of October 16,
      2000, his or her Employer will contribute an amount equal to 50% of the
      first 5% of Before-Tax Contributions made on his or her behalf pursuant to
      Section 4.2. Twenty percent (20%) of the Employer Matching Contributions
      made on behalf of Rossville Union Employees will be invested in the
      Kellogg Company Stock Fund.

                                      -5-
<PAGE>

                  (4)   Notwithstanding the forgoing, with respect to an Active
      Participant who is an Atlanta Union Employee, effective as of January 1,
      2002, his or her Employer will contribute an amount equal to 50% of the
      first 5% of Before-Tax Contributions made on his or her behalf pursuant to
      Section 4.2. Twenty percent (20%) of the Employer Matching Contributions
      made on behalf of Atlanta Union Employees will be invested in the Kellogg
      Company Stock Fund.

                  (5)   Notwithstanding the forgoing, the Employer shall
      contribute for all Lender's Employees who begin participating in this Plan
      as of May 1, 1997, the amount that would have been contributed to this
      Plan as of the later of January 1, 1997 or the date the Participant would
      have become a Participant after meeting the Plan's eligibility
      requirements based on the rate of contribution in effect for that
      Participant as of May 1, 1997 multiplied by the Compensation actually paid
      during the period beginning on the later of January 1, 1997 or the date
      the Participant would have become a Participant after meeting the Plan's
      eligibility requirements and ending on April 30, 1997.

                  (6)   Notwithstanding the forgoing, with respect to an Active
      Participant who became a Participant in this Plan based upon his or her
      participation under the (A) the Prior Worthington Union Plan, he or she
      shall continue to be ineligible for Employer Matching Contributions as of
      May 1, 2000, and (B) Prior Keebler Union Plan, he or she shall continue to
      be ineligible for Employer Matching Contributions as of the July 1, 2002
      merger of the Prior Keebler Union Plan into this Plan."

      8.    By deleting the first sentence under Section 4.1(c) of the Plan and
inserting the following three new sentences in its place, effective as of
January 1, 2002:

            "For each Plan Year in which the Employers make Matching
      Contributions pursuant to this Section 4.1(a) that satisfy the
      requirements of Code Sections 401(k)(12) and 401(m)(11) (the `Safe Harbor
      Match'), this Section 4.1(c), Sections 4.1(d) - (e) and Sections 4.2(d) -
      (h) will not apply with respect to the Participants who are eligible to
      receive the Safe Harbor Match. In any Plan Year in which the Employers do
      not make the Safe Harbor Match or with respect to Participants who are not
      eligible for the Safe Harbor Match, the remainder of this Section 4.1(c),
      Sections 4.1(d) - (e) and Sections 4.2(d) - (h) will apply. Subject to the
      foregoing and the provisions of Section 4.1(a), the sum of the Employer
      Matching Contributions and Employee After-Tax Contributions for any
      Participant or group of Participants shall not exceed the amounts
      permitted under the non-discrimination rules of Section 401(m) of the Code
      as set forth in the following tests:"

                                      -6-
<PAGE>

      9.    By substituting the following for Section 4.2(a) of the Plan,
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 Participant
      changes or revokes the Compensation Reduction Election or until he or she
      shall cease to be a Plan Participant.

                                      -7-
<PAGE>

                  (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).

                  (5)   Notwithstanding any provision herein to the contrary,
      effective for payroll periods beginning after December 31, 2002, no
      Participant, while a participant in the Kellogg Company Supplemental
      Savings and Investment Plan or the Keebler Company Deferred Compensation
      Plan (or any successor plan of either such plan), shall be allowed to make
      After-Tax Contributions to the Plan after he or she has reached the dollar
      limitation for Before-Tax Contributions under Section 4.2(c) of the Plan."

      10.   By renumbering Sections 4.2(c) through 4.2(i) as 4.2(c) through
4.2(j), respectively, and substituting the following for Sections 4.2(c) and
4.2(d), effective as of January 1, 2002:

            "(c)  Dollar Limitations on Before-Tax Contributions. Except as
      provided in Appendix A, Before-Tax Contributions shall not exceed the
      maximum dollar amount permitted under Section 402(g) of the Code as set
      forth in this Section 4.2(c). The sum of (A) the participant's Before-Tax
      Contributions, (B) any elective contributions excluded from the
      Participant's gross income made under a Related Plan, and (C) 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, must not exceed
      in any calendar year the statutorily-imposed dollar limit, adjusted in
      subsequent years by the Secretary of the Treasury or his or her 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 Section 402(g)(8)). If the amount exceeds the limit, the
      Employer shall notify the Plan on behalf of the Participant of the excess
      and the Administrative Committee will, not later than the April 15
      following the close of the applicable calendar year, distribute to the
      Participant all or any portion of the Participant's Before-Tax
      Contributions for the calendar year as requested in writing by the
      Participant on or before the March 1 following the close of the calendar
      year, as is necessary to eliminate the excess, and any income allocable to
      the amount. Any Employer Matching Contributions (including any income
      earned and minus any loss allocable thereto) that are associated with the

                                      -8-
<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).

            (d)   Non-Discrimination Limitations. For each Plan Year in which
      the Employers make Matching Contributions pursuant to this Section 4.1(a)
      that satisfy the requirements of Code Sections 401(k)(12) and 401(m)(11)
      (the `Safe Harbor Match'), the remainder of this Section 4.2(d) and
      Sections 4.2(e) - (h) will not apply with respect to the Participants who
      are eligible to receive the Safe Harbor Match. In any Plan Year in which
      the Employers do not make the Safe Harbor Match or with respect to
      Participants who are not eligible for the Safe Harbor Match, the remainder
      of this Section 4.2(d) and Sections 4.2(e) - (h) will apply. Subject to
      the foregoing and the provisions of Section 4.2(a), Before-Tax
      Contributions shall not exceed the amounts permitted under the
      non-discrimination rules of Section 401(k) of the Code as set forth in
      this Section 4.2(d). 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:

                  (1)   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

                  (2)   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.

                  (3)   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, respectively.

                  (4)   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:

                                      -9-
<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
                                this Section 4.2(d) 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) 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.

                        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


                                      -10-
<PAGE>

                                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).

                  (5)   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.

                  (6)   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."

      11.   By substituting the following for the first paragraph of Section
4.6(a) of the Plan, effective as of January 1, 2002:

            "(a)  Employee After-Tax Contributions. Except as provided in an
      applicable Appendix and subject to the limitations of Sections 4.1(a) and
      (c), 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 4.2 and Section 4.6 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


                                      -11-
<PAGE>

      and/or interactive voice response system) to having the amount thereof
      withheld from his or her pay by the Employer."

      12.   By amending Section 7.2 of the Plan as follows:

            (a)   To add the following sentence at the end of subsection (a) to
      Section 7.2, effective as of July 1, 2002:

            "Notwithstanding the foregoing, a Participant may not receive a
      Special Payment from his Prior MP Account."

            (b)   To add the following new subsection (e) to Section 7.2 of the
      Plan, immediately after subsection (d) thereof, effective as of July 1,
      2002:

            "(e)  Payment of Benefits Transferred from the Prior Keebler Savings
      Plan. In addition to the forms of distribution available under the
      foregoing provisions of this Section 7.2, the installment and annuity
      forms of distribution described in Section 10.5 of the Prior Keebler
      Savings Plan as in effect prior to July 1, 2002 will be available to a
      Participant for whom an amount was transferred from the Prior Keebler
      Savings Plan. Notwithstanding the foregoing, the provisions of Section
      10.5 of the Prior Keebler Savings Plan will apply exclusively to
      distributions that occur within 90 days after the date that the "Notice of
      the Elimination of and Changes to Certain Forms of Payment Under the
      Keebler Company Salaried Savings Plan" is distributed to Participants.

            Notwithstanding the preceding paragraph, in addition to the forms of
      distribution available under the foregoing provisions of Section 7.2
      (including the forms described in the first sentence of this subsection
      (e)), the following distribution rules apply to amounts credited to a
      Participant's Prior MP Account, if any:

                  (1)   Unless a married Participant waives the Qualified Joint
                        and Survivor Annuity in accordance with Section 7.2(c)
                        of the Plan, the form of distribution of the
                        Participant's Prior MP Account will be a Qualified Joint
                        and Survivor Annuity.

                  (2)   If a Participant is not married (or is legally separated
                        or has been legally abandoned) or is married but elects
                        to waive the Qualified Joint and Survivor Annuity (in
                        accordance with spousal consent rules outlined under
                        Section 7.6 of the Plan), the Participant may elect in
                        writing to receive a distribution of the Participant's
                        Prior MP Account in a form available under Section 7.2
                        of this Plan or in the form of one of the following
                        annuities:

                        (A)   A single life annuity;

                                      -12-
<PAGE>

                        (B)   A 10-year or 15-year certain and life annuity; or

                        (C)   A 10-year certain and contingent life annuity
                              (with either a 50% or 100% contingent annuity
                              payable after 10 years)."

      13.   By adding the following new paragraph to Section 7.4(e), immediately
after the last sentence thereof, effective as provided therein:

            "Effective as of March 28, 2002, an `Eligible Participant' also
      includes a Participant for whom an amount was transferred to this Plan
      from the Prior Mondo Plan, who is still employed by the Employer and who
      has attained age 59-1/2. Effective as of July 1, 2002, an `Eligible
      Participant' will include any Participant who is still employed by the
      Employer and who has attained age 59-1/2."

      14.   By substituting the following new sentences for the last sentence of
Section 7.5 of the Plan, effective as of July 1, 2002:

            "However, a Participant who has met the requirements under the
      Kellogg Company Pension Plan or the Retirement Plan for Salaried and
      Certain Hourly - Paid Employees of Keebler Company for a `Normal
      Retirement Benefit' or `Early Retirement Benefit' (as such terms are
      defined under the applicable defined benefit plans) may elect to defer the
      commencement of the benefit to a later date, but in no event later than
      the Participant's Required Beginning Date."

      15.   By substituting the following for Section 7.10 of the Plan,
effective as of January 1, 2002:

            "7.10 REQUIRED MINIMUM DISTRIBUTION TO PARTICIPANTS.

                  (a)   Effective prior to January 1, 2002:

                        (1)   Subject to subsections (a)(2) and (3) below, a
                  Participant who had not had a Termination of Employment as of
                  January 1 of the calendar year in which he or she attained age
                  70-1/2 commenced receiving installment payments for such
                  calendar year in which he or she attained age 70-1/2 not later
                  than the last day of such year, and for each calendar year
                  after the calendar year in which he or she attained 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, based on the age of the Participant as of such 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 such benefit distributions from
                  the Plan were and shall


                                      -13-
<PAGE>

                  continue to be subject to Section 401(a)(9) of the Code and
                  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)   Notwithstanding subsection (a)(1) above, effective
                  November 1, 2000, a Participant who had had a Termination of
                  Employment as of January 1 of the calendar year in which he or
                  she attained age 70-1/2 commenced receiving installment
                  payments as of the end of the calendar year in which he or she
                  attained age 70-1/2. And effective as of November 1, 2000, a
                  Participant who has not had a Termination of Employment as of
                  January 1 of the calendar year in which he or she attained age
                  70-1/2 commenced receiving installment payments as of the
                  later of (a) the end of the calendar year in which his or her
                  Termination of Employment occurred or (b) his or her Required
                  Beginning Date unless he or she was a 5% owner as defined in
                  Section 2.43, in which case subsection (i) immediately above
                  continued to apply to the Participant. The installment
                  payments were and continue to 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 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 such
                  benefit distributions from the Plan were and shall continue to
                  be subject to Section 401(a)(9) of the Code and 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.

                        (3)   Notwithstanding subsections (a)(1) and (a)(2)
                  above, effective January 1, 2000, upon the Participant's
                  attaining his or her 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 or her 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 or she wishes to have his or
                  her 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
                  were and shall continue to be made in accordance with both the
                  minimum distribution requirements


                                      -14-
<PAGE>

                  and the minimum distribution incidental benefit requirements
                  of proposed Internal Revenue Regulations Section 1.401(a)(9)-1
                  and 1.401(a)(9)-2.

                        (4)   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 or her
                  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 or her
                  spouse, using the Participant's and spouse's attained ages as
                  of their birthdays in the distribution calendar year.

                  (b)   Effective as of April 17, 2002, with respect to
            distributions 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 Treasury
            Regulations Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, as issued
            in temporary and final form in April 2002 (the `April 2002
            regulations'), notwithstanding any provision of the Plan to the
            contrary. Required minimum distributions under this paragraph 7.10
            for 2002 will be determined as described in the remainder of this
            paragraph 7.10(b). If the total amount of 2002 required minimum
            distributions made to a distributee before the date the Plan began
            applying the April 2002 regulations equals or exceeds the required
            minimum distributions determined under the April 2002 regulations,
            then no additional distributions will be required to be made on or
            after that date to that distributee for 2002. If the total amount of
            2002 required minimum distributions made to a distributee before the
            date the Plan began applying the April 2002 regulations is less than
            the amount determined under the April 2002 regulations, then, on and
            after that date, required minimum distributions for 2002 will be
            determined so that the total amount of required minimum
            distributions made to the distributee for 2002 will be the amount
            determined under the April 2002 regulations."

                                      -15-
<PAGE>

      16.   By adding the following sentence immediately after the first
sentence in subsection (b) of Section 7.15 of the Plan, effective as of July 1,
2002:

            "Notwithstanding the foregoing, if the loan is to be used to acquire
      a dwelling that is to be used within a reasonable time as the principal
      residence of the Participant, the maximum length of the repayment period
      will be 15 years."

      17.   By adding the following subparagraph (8) to subsection 7.15(j),
immediately after subparagraph (7) thereof, effective as of July 1, 2002:

            "(8)  Prior MP Account."

      18.   By adding the following subparagraph (8) to subsection 7.15(k),
immediately after subparagraph (7) thereof, effective as of July 1, 2002:

            "(8)  Prior MP Account."

      19.   By adding the following subsections (r) and (s) to Section 7.15,
immediately after subsection (q) thereof, effective as provided in them:

            "(r)  Participants who are Employees of Mondo Baking Company (`Mondo
      Employees') will become eligible to receive loans on or after April 1,
      2002 in accordance with the rules of this Section 7.15. Any loan issued to
      a Mondo Employee under the Mondo Baking Plan that was outstanding
      immediately prior to the merger of the Mondo Baking Plan into this Plan
      was transferred to this Plan and will be paid off under this Plan over the
      term of the loan established under the Mondo Baking Plan.

            (s)   Participants who are Employees of the Keebler Company
      (`Keebler Employees') shall become eligible to receive loans on or after
      July 1, 2002 in accordance with the rules of this Section 7.15. Any loans
      issued to Keebler Employees under one of the Keebler Plans that were
      outstanding immediately prior to the merger of the Keebler Plans into this
      Plan were transferred to this Plan and will be paid off under this Plan
      over the term of the loan established under the applicable Keebler Plan.
      Notwithstanding the foregoing, the loans of any Keebler Employee who had
      more than one loan outstanding under the Prior Cary Bakery Plan as of July
      1, 2002 will be consolidated into one loan and will be paid off under this
      Plan no later than the fifth anniversary of the original date of the
      earliest loan."

      20.   By substituting the following for subparagraph (1) of subsection
11.2(b) of the Plan, effective as of January 1, 2002:

                                      -16-
<PAGE>

            "(1)  `Mandatory Aggregation Group' means each plan (considering the
      Plan and Related Plans) that,

                  (A)   had a participant who was a Key Employee (regardless of
      whether the plan has terminated), or

                  (B)   was necessary to be considered with a plan in which a
      Key Employee participated in order to enable the plan in which the Key
      Employee participated to meet the requirements of Section 401(a)(4) or 410
      of the Code. If the Plan is not described in (A) or (B) above, it shall
      not be part of a Mandatory Aggregation Group."

      21.   By adding the following Appendix A to the Plan, immediately after
Article XIII thereof, effective as of January 1, 2001:

                                  "APPENDIX A
                                     TO THE
                    KELLOGG COMPANY SAVINGS & INVESTMENT PLAN

              Special Provisions Applicable to Eligible Employees
                        who are Residents of Puerto Rico

      This Appendix A applies to Eligible Employees who are residents of Puerto
Rico within the meaning of Treasury Regulations Section 1.501(a)-l(e)
(hereinafter sometimes referred to as `Puerto Rico Employees'). The purpose of
this Appendix A is to provide for the participation in this Plan by the eligible
Puerto Rico Employees and to revise certain provisions of the Plan to conform
such provisions to the Puerto Rico Internal Revenue Code of 1994, as amended
(`Puerto Rico Internal Revenue Code') as are applicable to the Puerto Rico
Employees. Accordingly, the provisions set forth below will be applicable with
respect to the Puerto Rico Employees.

      Effective as of April 29, 2002, the Keebler Puerto Rico 401(k) Savings
Plan (the `Keebler Puerto Rico Plan') was merged into this Plan. The provisions
of the Plan, including this Appendix A, apply to Puerto Rico Employees employed
by the Keebler Company on or after April 29, 2002.

      Plan assets attributable to the Puerto Rico Employees will be held by and
invested under the Kellogg Company Savings & Investment Plan Deed of
Constitution of Trust (Puerto Rico) (the `Puerto Rico Trust'). The Puerto Rico
Trust is exempt from Puerto Rico income taxes in accordance with Section 1165(a)
of the Puerto Rico Internal Revenue Code and Code Section 501(a). Banco
Santander will serve as trustee of the Puerto Rico Trust.

A-1.  Eligible Employee. Notwithstanding Section 2.15 of the Plan, an `Eligible
Employee' means each Employee who is a resident of Puerto Rico within the
meaning of Treasury Regulations section 1.501(a)-1(e) except:

      (a)   an Employee who is a nonresident alien deriving no earned income
from the Employer that constitutes income from sources within Puerto Rico;

                                      -17-
<PAGE>

      (b)   an Employee who is a member of a unit of employees covered by a
collective bargaining agreement, unless the agreement requires inclusion of the
employee in the Plan;

      (c)   an Employee classified as a temporary or occasional employee and who
is anticipated to work less than 1,000 hours in a Plan Year; and

      (d)   a Leased Employee as defined in Section 3.4 of the Plan and any
individual who is an independent contractor.

Any Employee classified as a temporary or occasional employee who completes an
Eligibility Computation Period will become an Eligible Employee.

A-2.  Highly Compensated Employee. Notwithstanding Section 2.26 of the Plan, a
`Highly Compensated Employee' is an Eligible Employee who is more highly
compensated than two-thirds of all Puerto Rico Employees.

In applying the statutory minimum coverage requirements (which as to Employees
other than the Puerto Rico Employees are described in and governed by Code
Section 410(b)) to Puerto Rico Employees, the applicable provisions of the
Puerto Rican Internal Revenue Code shall govern. In accordance with these
provisions, the Plan will:

      (a)   benefit at least 70% of Puerto Rico Employees who are not Highly
Compensated Employees ("Non-Highly Compensated Puerto Rico Employees");

      (b)   benefit a percentage of Non-Highly Compensated Puerto Rico Employees
that is at least 70% of the percentage of Puerto Rico Employees who are Highly
Compensated Employees who benefit under the Plan; or

      (c)   pass the average benefit test (as described in Puerto Rico Internal
Revenue Code Section 1165(a)(3)(B)).

A-3.  Before-Tax Contributions. Notwithstanding Section 4.2(a)(1) of the Plan,
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, if any. A Participant's Compensation Reduction
Election will equal a minimum of 1% up to 10% of his or her Compensation (in
increments of 1%); provided, however, that the Before-Tax Contributions made on
behalf of a Participant in a calendar year shall not exceed $8,000, or such
other amount as may be prescribed from time to time by Section 8565(e)(7)(A) of
the Puerto Rico Internal Revenue Code. Before-Tax Contributions shall be paid to
the Trustee within 60 days of the date on which the amount of the Before-Tax
Contribution would have been paid to the Participant in the absence of his or
her election, except that no Before-Tax Contribution shall be paid to the
Trustee by the Employer more than 30 days after the end of the calendar year to
which the applicable Before-Tax Contributions are made. Notwithstanding the
foregoing, the aggregate percentage of Compensation that a Participant may elect
to contribute to the Plan pursuant to this Section A-3 and Section A-4
immediately below may not exceed 16%.

                                      -18-
<PAGE>

A-4.  Employee After-Tax Contributions. Notwithstanding the second paragraph of
Section 4.6(a) of the Plan, each Employer shall contribute to the Trust, as an
Employee After-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 After-Tax Contribution Election, if any. A
Participant's After-Tax Contribution Election will equal a minimum of 1% up to
10% of his or her Compensation (in increments of 1%); provided, however, the
aggregate percentage of Compensation that a Participant may elect to contribute
to the Plan pursuant to this Section A-4 and Section A-3 immediately above may
not exceed 16%.

A-5.  Restrictions on Employer Matching Contributions. Notwithstanding the first
three paragraphs of Section 4.1(c) of the Plan, the Contribution Percentage (the
`PR-Contribution Percentage') for Puerto Rico Employees who are Highly
Compensated Employees for each Plan Year shall bear a relationship to the
PR-Contribution Percentage for Non-Highly Compensated Puerto Rico Employees for
the preceding Plan Year that meets either of the following tests:

      (a)   the PR-Contribution Percentage of Puerto Rico Employees who are
Highly Compensated Employees will not be more than the PR-Contribution
Percentage of Non-Highly Compensated Puerto Rico Employees multiplied by 1.25;
or

      (b)   the PR-Contribution Percentage of Puerto Rico Employees who are
Highly Compensated Employees will not be more than the PR-Contribution
Percentage of Non-Highly Compensated Puerto Rico Employees multiplied by 2.0;
provided that the PR-Contribution Percentage of the Puerto Rico Employees who
are Highly Compensated Employees does not exceed the PR-Contribution Percentage
of all Non-Highly Compensated Puerto Rico Employees by more than two percentage
points.

A-6.  Dollar Limitations on Before-Tax Contributions. Notwithstanding the first
paragraph of Section 4.2(c) of the Plan, a Participant may, on or before each
March 1, request a withdrawal of any amount (and any income allocable thereto)
by which the sum of his or her Before-Tax Contributions and other "elective
deferrals," as defined in Section 8565(e) of the Puerto Rico Internal Revenue
Code, during the preceding calendar year, exceeded the maximum amount of
Before-Tax Contributions permitted under Section 3 of this Appendix A for such
calendar year. Any such distribution shall be made no later than April 15
following the date the request is made.

A-7.  Non-Discrimination Limitations. Notwithstanding the first three paragraphs
of Section 4.2(d) of the Plan, the Actual Deferral Percentage (the "PR-ADP") for
Puerto Rico Employees who are Highly Compensated Employees for each Plan Year
shall bear a relationship to the PR-ADP for Non-Highly Compensated Puerto Rico
Employees for the preceding Plan Year that meets either of the following tests:

      (a)   the PR-ADP of Puerto Rico Employees who are Highly Compensated
Employees will not be more than the PR-ADP of Non-Highly Compensated Puerto Rico
Employees multiplied by 1.25; or

      (b)   the PR-ADP of Puerto Rico Employees who are Highly Compensated
Employees will not be more than the PR-ADP of Non-Highly Compensated Puerto Rico
Employees multiplied by 2.0; provided that the PR-ADP of the Puerto Rico
Employees who are Highly


                                      -19-
<PAGE>

Compensated Employees does not exceed the PR-ADP of all Non-Highly Compensated
Puerto Rico Employees by more than two percentage points.

Except as specifically described in Sections A-1 through A - 7 of this Appendix
A, all other provisions of the Plan will apply to Puerto Rico Employees."

      22.   By adding the following Appendix B to the Plan, immediately after
Appendix A, effective as of the dates stated herein:

                                   "APPENDIX B
                                     TO THE
                    KELLOGG COMPANY SAVINGS & INVESTMENT PLAN

                Application of the Economic Growth and Tax Relief
                           Reconciliation Act of 2001

This Appendix B is intended to demonstrate good faith compliance with the
requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA") and is to be construed in accordance with EGTRRA and the guidance
issued thereunder. The provisions of this Appendix B shall supersede the
applicable provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this Appendix.

B-1   Effective Date. Except as otherwise provided, this amendment shall be
effective as of the first day of the first Plan Year beginning after December
31, 2001.

B-2.  Limits on Contributions. Notwithstanding the provisions of Article V of
the Plan, effective for Limitation Years beginning after December 31, 2001,
except to the extent permitted under Section B-5 of this Appendix B and Section
414(v) of the Code, if applicable, the "annual addition" (as defined in
subsection 5.1(b)(1) of the Plan) that may be contributed or allocated to a
participant's account under the Plan for any Limitation Year shall not exceed
the lesser of:

      (a)   Forty thousand dollars ($40,000), or such greater amount determined
by the Secretary of the Treasury for that year; or

      (b)   One hundred percent (100%) of the Participant's Compensation during
that Limitation Year.

For purposes of subsection (ii) immediately above, Compensation shall not
include any contribution for medical benefits after separation from service
(within the meaning of Sections 401(h) or 419A(f)(2) of the Code) which is
otherwise treated as an annual addition.

B-3.  Limits on Compensation. Notwithstanding the definition of "Compensation"
under Section 2.11 of the Plan, effective for Plan Years beginning after
December 31, 2001, Compensation shall be limited for any Plan Year to $200,000
per Participant (as adjusted by the Secretary of the Treasury for cost-of-living
increases pursuant to Section 401(a)(17)(B) of the Code).

                                      -20-
<PAGE>

B-4.  Dollar Limitations on Before-Tax Contributions. Effective for Plan Years
beginning after December 31, 2001 and consistent with subsection 4.2(c) of the
Plan, in no event shall the amount of Before-Tax Contributions made by a
Participant with respect to any calendar year exceed the elective deferral limit
of Section 402(g)(5) of the Code (as adjusted by the Secretary of the Treasury,
which for 2002 shall be $11,000), reduced by the Participant's elective
deferrals for such tax year under any other salary reduction arrangement (i.e.,
under any plan under Section 401(k) or 403(b) of the Code), except to the extent
permitted under Section B-5 immediately below and Section 414(v) of the Code, if
applicable.

B-5.  Catch-Up Contributions. In addition to the ability to elect Before-Tax
Contributions under Section 4.2 of the Plan, effective after June 30, 2002, all
Eligible Employees who have attained age 50 before the close of the Plan Year
shall be eligible to make "Catch-up Contributions" in accordance with, and
subject to the limitations of, Section 414(v) of the Code. Such Catch-up
Contributions shall not be taken into account for purposes of the limitation on
the maximum amount of such Participant's Before-Tax Contributions for a Plan
Year under subsection 4.2(c) of the Plan (and Section 402(g) of the Code) or the
limitation on contributions for a Plan Year under Section 5.1 of the Plan (and
Section 415(c) of the Code). Further, by allowing such Catch-up Contributions,
the Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable.

B-6. Benefit and Contribution Limitations - Multiple Use of Alternative
Limitation. Consistent with Section 4.3 of the Plan, the restriction on the
multiple use of the "alternative limitation," which may occur as a result of the
testing under the limitations described in subsections 4.1(d) and 4.2(c)(2) of
the Plan, shall not apply for Plan Years beginning after December 31, 2001.

B-7.  Rollover Rules.

      (a)   Rollover Contributions. Effective for eligible rollover
distributions received after December 31, 2001, the provisions of Section 402(c)
of the Code that are incorporated under Section 4.7 of the Plan are modified as
follows:

            (i)   Direct Rollovers. The Plan will accept an eligible rollover
      distribution from a qualified plan described in Section 401(a) or 403(a)
      of the Code, including after-tax employee contributions.

            (ii)  Participant Rollovers from Another Tax-Qualified Plan. The
      Plan will accept as a Rollover Contribution a distribution that a
      Participant received that is an eligible rollover distribution from
      qualified plan described in Section 401(a) or 403(a) of the Code,
      including after-tax employee contributions.

            (iii) Participant Rollovers from an IRA. The Plan will accept as a
      Rollover Contribution a portion of a distribution that a Participant
      receives from an individual retirement account or annuity described in
      Section 408(a) or 408(b) of the Code that is eligible to be rolled over
      and would otherwise be includible in gross income.

                                      -21-
<PAGE>

      (b)   Direct Rollovers of Plan Distributions. Effective for Plan
distributions made after December 31, 2001, the provisions of Section 402(c) of
the Code that are incorporated under Section 7.14 of the Plan are modified as
follows:

            (i)   An "eligible retirement plan" shall also mean an annuity
      contract described in Section 403(b) of the Code and an eligible plan
      under Section 457(b) of the Code that is maintained by a state, political
      subdivision of a state, or any agency or instrumentality of a state or
      political subdivision of a state and that agrees to separately account for
      amounts transferred into such plan from this Plan. Notwithstanding
      subsection 7.14(b) of the Plan, the definition of eligible retirement plan
      shall also apply in the case of a distribution to a Spouse or a former
      spouse who is the alternate payee under a qualified domestic relation
      order, as defined in Section 414(p) of the Code.

            (ii)  An "eligible rollover distribution" shall be modified to
      include After-Tax Contributions; provided, however, that such After-Tax
      Contributions are transferred to an individual retirement annuity
      described in Section 408(b) of the Code, an annuity plan described in
      Section 403(a) of the Code, or to a qualified defined contribution plan
      described in Sections 401(a) or 403(a) of the Code that agrees to
      separately account for the portion of such distribution that is includible
      in gross income and the portion of such distribution which is not so
      includible.

B-8.  Hardship Withdrawals. Notwithstanding subsection 7.4(a)(2) of the Plan, a
Participant who receives a hardship withdrawal after December 31, 2001 under
subsection 7.4(a) of the Plan and does not provide the information and
certification requested in subsection 7.4(a)(1), shall have his or her
Before-Tax Contributions and After-Tax Contributions suspended for six (6)
months beginning on the date as of which he or she receives the hardship
withdrawal.

B-9.  Top Heavy Rules. Notwithstanding the provisions of Article XI of the Plan,
effective for Plan Years beginning after December 31, 2001, this Section B-9
shall apply for purposes of determining whether the Plan is a Top-Heavy Plan
under Section 416(g) of the Code and whether the Plan satisfies the minimum
contribution requirements of Section 416(c) of the Code for such years.

      (a)   Determination of Amounts. Notwithstanding subsection 11.2(f) of the
Plan, this subsection B-9(a) shall apply for purposes of determining the amounts
of account balances of Employees as of the determination date.

            (i)   Distributions during Year Ending on the Determination Date.
      The amounts of account balances of an Employee as of the determination
      date shall be increased by the distributions made with respect to the
      Employee under the Plan and any plan aggregated with the Plan under
      Section 416(g)(2) of the Code during the one (1)-year period ending on the
      determination date. The preceding sentence shall also apply to
      distributions under a terminated plan which, had it not been terminated,
      would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of
      the Code. In the case of a distribution made for a reason other than a
      Termination of Employment, death, or Disability, this provision shall be
      applied by substituting five (5)-year period for one (1)-year period.

                                      -22-
<PAGE>

            (ii)  Employees not Performing Services during Year Ending on the
      Determination Date. The accounts of any individual who has not performed
      services for an Employer during the one (1)-year period ending on the
      determination date shall not be taken into account.

      (b)   Key Employee. Notwithstanding the definition of "Key Employee" under
subsection 11.2(d) of the Plan, effective for Plan Years beginning after
December 31, 2001, "Key Employee" means any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year that
includes the determination date was (i) an officer of an Employer having annual
compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the
Code for Plan Years beginning after December 31, 2002), (ii) a 5% owner of an
Employer, or (iii) a 1% owner of an Employer having annual compensation of more
than $150,000. For this purpose, annual compensation means compensation within
the meaning of Section 415(c)(3) of the Code. The determination of who is a Key
Employee will be made in accordance with Section 416(i)(1) of the Code and the
applicable regulations and other guidance of general applicability issued
thereunder.

      (c)   Minimum Benefits. Matching Contributions shall be taken into account
for purposes of satisfying the minimum contribution requirements of Section
416(c)(2) of the Code and subsection 11.3(a) of the Plan. The preceding sentence
shall apply with respect to Matching Contributions under the Plan or, if under
subsection 11.3(a) of the Plan the minimum contribution requirement shall be met
in another plan, preceding sentence shall apply to such other plan. Matching
Contributions that are used to satisfy the minimum contribution requirements
shall be treated as Matching Contributions for purposes of the Contribution
Percentage test and other requirements of Section 401(m) of the Code and
subsection 4.1(d) of the Plan."

      23.   By adding the following Appendix C to the Plan, immediately after
Appendix B, effective as of the dates stated herein:

                                  "APPENDIX C
                                     TO THE
                    KELLOGG COMPANY SAVINGS & INVESTMENT PLAN

  Special Provisions Applicable to Eligible Employees who are Union Employees
                          at the Cary Bakery Location

      This Appendix C applies to Eligible Employees who are union employees at
the Cary Bakery Location. The purpose of this Appendix C is to revise certain
provisions of the Plan to incorporate certain benefits, rights and features
under the prior Keebler Company Savings Plan for Hourly Associates of Cary
Bakery (referred to herein as the "Prior Cary Bakery Plan"), which is one of the
Keebler Plans that was merged into the Plan as of July 1, 2002. Accordingly, the
provisions set forth below will be applicable with respect to the "Cary Bakery
Employees."

                                      -23-
<PAGE>

      Effective as of July 1, 2002, the Prior Cary Bakery Plan was merged into
this Plan. The provisions of the Plan, including this Appendix C, apply to Cary
Bakery Employees employed by the Keebler Company on or after July 1, 2002.

C-1.  Eligible Employee. In accordance with Section 2.15 of the Plan, an
Eligible Employee includes an Employee who is a Cary Bakery Employee as members
of a unit of employees covered by a collective bargaining agreement with respect
to whom the agreement requires inclusion of such employee in the Prior Cary
Bakery Plan, and which plan was merged into this Plan as of July 1, 2002.

C-2.  Employer Matching Contributions.

      (a)   Notwithstanding Section 4.1(a) of the Plan, with respect to an
Active Participant who is a Cary Bakery Employee, his or her Employer will
contribute an amount equal to 25% of the first 6% of Before-Tax Contributions
made on his or her behalf pursuant to Section 4.2. No portion of the Employer
Matching Contributions made on behalf of Cary Bakery Employees will
automatically be invested in the Kellogg Company Stock Fund, but as an Active
Participant, a Cary Bakery Employee may elect to invest a portion of his or her
Accounts in the Kellogg Company Stock Fund.

      (b)   The Company retains the right, at the end of each Plan Year, to
determine whether to make an additional discretionary matching contribution to
be allocated in the same proportion that the Employer Matching Contribution made
on behalf of an Active Participant during a Plan Year bears to the Employer
Matching Contribution made on behalf of all Cary Bakery Employees during the
Plan. This provision in no way obligates the Company, or any Employer, to make
an additional discretionary matching contribution.

C-3.  Elective Deferral Contributions. Notwithstanding the Prior Cary Bakery
Plan, an Active Participant who is a Cary Bakery Employee, shall be allowed to
make a Compensation Reduction Election in accordance with Section 4.2(a) of the
Plan.

C-4.  Employee After-Tax Contribution. Notwithstanding the Prior Cary Bakery
Plan, an Active Participant who is a Cary Bakery Employee, shall be allowed to
make an After-Tax Contribution Election in accordance with Section 4.6 of the
Plan.

C-5.  Vesting. Effective as of July 1, 2002, the Before-Tax Contributions and
Employer Matching Contributions of all Cary Bakery Employees (including inactive
and Active Participants) became fully vested and nonforfeitable to the extent
not already fully vested as of that date.

C-6.  Forms of Payment. Notwithstanding the forms of payment described in
Article VII, upon becoming eligible to receive a distribution of his or her
Account balance, a Participant who is a Cary Bakery Employee shall be eligible
to receive such distribution in the form of a Lump Sum Payment or Installments
(the latter as described under Section 7.2).

                                      -24-
<PAGE>

C-7.  In-Service Withdrawals.

      (a)   Hardship Withdrawal. An Active Participant who is a Cary Bakery
Employee may, in a manner prescribed by the Administrative Committee, request a
withdrawal for reasons of a Hardship, which satisfies Section 7.4(a).
Notwithstanding the foregoing, a Hardship withdrawal only will be available from
the Active Participant's Before-Tax Contribution Account and Rollover
Contribution Account.

      (b)   Withdrawal at or after Age 59-1/2. An Active Participant who is a
Cary Bakery Employee may, in a manner prescribed by the Administrative
Committee, request a withdrawal from his or her Accounts upon or after attaining
age 59-1/2.

      (c)   Rollover Contributions. Notwithstanding the foregoing, an Active
Participant who is a Cary Bakery Employee may, in a manner prescribed by the
Administrative Committee, request a withdrawal from his or her Rollover
Contribution Account at any time.

C-8.  Loans to Participants. An Active Participant who is a Cary Bakery Employee
may, in a manner prescribed by the Administrative Committee, request a loan in
accordance with Section 7.15. Notwithstanding the Prior Cary Bakery Plan, a loan
shall be available from the Active Participant's Before-Tax Account, After-Tax
Account, Company Contributions.

Except as specifically provided in this Appendix C, all other provisions of the
Plan will apply to Cary Bakery Employees."

                  *                 *                 *

      IN WITNESS WHEREOF, on behalf of the Company, the undersigned officer has
executed this amendment effective as of the date first stated above.

                                                 KELLOGG COMPANY



                                                 -----------------------
                                                 John A. Bryant
                                                 Chief Financial Officer




                                      -25-