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                                                                    EXHIBIT 4.21





















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                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                        KELLOGG COMPANY CAPITAL TRUST __

                          Dated as of _________, 20___


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                                TABLE OF CONTENTS


ARTICLE I INTERPRETATION AND DEFINITIONS.......................................4
  SECTION 1.1   Interpretation and Definitions.................................4

ARTICLE II TRUST INDENTURE ACT................................................10
  SECTION 2.1   Trust Indenture Act; Application..............................10
  SECTION 2.2   Lists of Holders of Securities................................11
  SECTION 2.3   Reports by the Property Trustee...............................11
  SECTION 2.4   Periodic Reports to the Property Trustee......................11
  SECTION 2.5   Evidence of Compliance with Conditions Precedent..............11
  SECTION 2.6   Events of Default; Waiver.....................................11
  SECTION 2.7   Event of Default; Notice......................................13

ARTICLE III ORGANIZATION......................................................13
  SECTION 3.1   Name and Organization.........................................13
  SECTION 3.2   Office........................................................14
  SECTION 3.3   Purpose.......................................................14
  SECTION 3.4   Authority.....................................................14
  SECTION 3.5   Title to Property of the Trust................................14
  SECTION 3.6   Powers and Duties of the Regular Trustees.....................14
  SECTION 3.7   Prohibition of Actions by the Trust and the Trustees..........17
  SECTION 3.8   Powers and Duties of the Property Trustee.....................18
  SECTION 3.9   Certain Duties and Responsibilities of the Property Trustee...20
  SECTION 3.10  Certain Rights of Property Trustee............................22
  SECTION 3.11  Delaware Trustee..............................................24
  SECTION 3.12  Execution of Documents........................................24
  SECTION 3.13  Not Responsible for Recitals or Issuance of Securities........24
  SECTION 3.14  Duration of Trust.............................................25
  SECTION 3.15  Mergers.......................................................25
  SECTION 3.16  Property Trustee May File Proofs of Claim.....................26

ARTICLE IV SPONSOR............................................................27
  SECTION 4.1   Sponsor's Purchase of Common Securities.......................27
  SECTION 4.2   Responsibilities of the Sponsor...............................27
  SECTION 4.3   Right to Dissolve Trust.......................................28
  SECTION 4.4   Direct Right of Action........................................28

ARTICLE V TRUSTEES............................................................28
  SECTION 5.1   Number of Trustees............................................28
  SECTION 5.2   Delaware Trustee..............................................28
  SECTION 5.3   Property Trustee; Eligibility.................................29
  SECTION 5.4   Regular Trustees..............................................29
  SECTION 5.5   Certain Qualifications of Regular Trustees and Delaware Trustee
                Generally.....................................................30
  SECTION 5.6   Initial Trustees..............................................30


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  SECTION 5.7   Appointment, Removal and Resignation of Trustees..............30
  SECTION 5.8   Vacancies among Trustees......................................32
  SECTION 5.9   Effect of Vacancies...........................................32
  SECTION 5.10  Meetings......................................................32
  SECTION 5.11  Delegation of Power...........................................32
  SECTION 5.12  Merger, Conversion, Consolidation or Succession to Business...33

ARTICLE VI DISTRIBUTIONS......................................................33
  SECTION 6.1   Distributions.................................................33

ARTICLE VII ISSUANCE OF SECURITIES............................................33
  SECTION 7.1   General Provisions Regarding Securities.......................33
  SECTION 7.2   Over-Allotment Option.........................................34
  SECTION 7.3   Cancellation..................................................36

ARTICLE VIII TERMINATION OF TRUST.............................................36
  SECTION 8.1   Termination of Trust..........................................36

ARTICLE IX TRANSFER OF INTERESTS..............................................37
  SECTION 9.1   Transfer of Securities........................................37
  SECTION 9.2   Transfer and Exchange of Certificates.........................37
  SECTION 9.3   Deemed Security Holders.......................................38
  SECTION 9.4   Book Entry Interests..........................................38
  SECTION 9.5   Notices to Clearing Agency....................................38
  SECTION 9.6   Appointment of Successor Clearing Agency......................39
  SECTION 9.7   Definitive Preferred Security Certificates....................39
  SECTION 9.8   Mutilated, Destroyed, Lost or Stolen Certificates.............39

ARTICLE X LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
  TRUSTEES OR OTHERS..........................................................40
  SECTION 10.1  Liability.....................................................40
  SECTION 10.2  Exculpation...................................................40
  SECTION 10.3  Fiduciary Duty................................................41
  SECTION 10.4  Indemnification and Compensation..............................42
  SECTION 10.5  Outside Businesses............................................45

ARTICLE XI ACCOUNTING.........................................................45
  SECTION 11.1  Fiscal Year...................................................45
  SECTION 11.2  Certain Accounting Matters....................................45
  SECTION 11.3  Banking.......................................................46
  SECTION 11.4  Withholding...................................................46

ARTICLE XII AMENDMENTS AND MEETINGS...........................................46
  SECTION 12.1  Amendments....................................................46
  SECTION 12.2  Meetings of the Holders of Securities; Action by Written
                Consent.......................................................48

ARTICLE XIII REPRESENTATIONS OF PROPERTY TRUSTEE AND
  DELAWARE TRUSTEE............................................................49

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  SECTION 13.1  Representations and Warranties of the Property Trustee........49
  SECTION 13.2  Representations and Warranties of the Delaware Trustee........50

ARTICLE XIV MISCELLANEOUS.....................................................51
  SECTION 14.1  Notices.......................................................51
  SECTION 14.2  Governing Law.................................................52
  SECTION 14.3  Intention of the Parties......................................52
  SECTION 14.4  Headings......................................................52
  SECTION 14.5  Successors and Assigns........................................52
  SECTION 14.6  Partial Enforceability........................................52
  SECTION 14.7  Counterparts..................................................52


                                      iii
<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST

         AMENDED AND RESTATED DECLARATION OF TRUST, including Annex I and all
exhibits attached hereto ("Declaration"), dated and effective as of ________,
20__, by the Trustees (as defined herein), the Sponsor (as defined herein) and
by the holders, from time to time, of undivided beneficial interests in the
assets of the Trust to be issued pursuant to this Declaration;

         WHEREAS, one of the Trustees and the Sponsor established Kellogg
Company Capital Trust __ (the "Trust"), a trust under the Delaware Business
Trust Act pursuant to a Declaration of Trust dated as of October 22, 2001 (the
"Original Declaration") and a Certificate of Trust filed with the Secretary of
State of the State of Delaware on October 22, 2001 (the "Certificate of Trust"),
for the sole purpose of issuing and selling certain securities representing
undivided beneficial interests in the assets of the Trust and investing the
proceeds thereof in certain Debentures (as defined herein) of the Debenture
Issuer (as defined herein);

         WHEREAS, as of the date hereof, no beneficial interests in the Trust
have been issued; and

         WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration;

         NOW, THEREFORE, it being the intention of the parties hereto that the
Trust continue as a business trust under the Business Trust Act and that this
Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the Trust and the Holders (as defined herein), from time to
time, of the securities representing undivided beneficial interests in the
assets of the Trust issued hereunder, subject to the provisions of this
Declaration.

                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

         SECTION 1.1 Interpretation and Definitions. Unless the context
otherwise requires:

         (a) terms used in this Declaration but not defined in the preamble
above have the respective meanings assigned to them in this Section 1.1;

         (b) a term defined anywhere in this Declaration has the same meaning
throughout;

         (c) references to "the Declaration" or "this Declaration" are to this
Declaration as modified, supplemented or amended from time to time;

         (d) references in this Declaration to Articles and Sections are to
Articles and Sections of this Declaration unless otherwise specified;

         (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Declaration unless otherwise defined in this Declaration or unless
the context otherwise requires; and

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         (f) a reference to the singular includes the plural and vice versa.

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

         "Authorized Officer" of a Person means any Person that is authorized to
bind such Person.

         "Base Indenture" means the Indenture dated as of ______________, 20__
among the Debenture Issuer and __________________, as trustee.

         "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

         "Business Day" means any day other than a day on which banking
institutions in ___________ or in the city of the principal Corporate Trust
Office of either the Property Trustee or the Debenture Trustee are authorized or
required by law to close.

         "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Section 3801 et seq., as it may be amended from time to time, or
any successor legislation.

         "Certificate" means a Common Security Certificate or a Preferred
Security Certificate.

         "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depository
for the Preferred Securities and in whose name or in the name of a nominee of
that organization shall be registered a Global Certificate and which shall
undertake to effect book entry transfers and pledges of the Preferred
Securities.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" means the date on which the Preferred Securities are
sold pursuant to the terms of the Underwriting Agreement; provided that if the
Trust and the Sponsor grant the underwriters or initial purchasers an option to
purchase an additional amount of Preferred Securities, pursuant to Section
7.2(a), including for the purpose of covering over-allotments, pursuant to the
underwriting agreement or purchase agreement, as the case may be, and such
option is so exercised, then the term "Closing Date" shall mean such initial or
second closing date, as the context requires.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation. A reference to a specific section of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Declaration,
as such specific section or corresponding provision is in effect on the date of
application of the provisions of this Declaration containing such reference.


                                       5

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         "Commission" means the Securities and Exchange Commission.

         "Common Security" has the meaning specified in Section 7.1.

         "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security substantially in the form of
Exhibit A-2.

         "Company Indemnified Person" means (a) any Regular Trustee; (b) any
Affiliate of any Regular Trustee; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Regular Trustee
or any Affiliate thereof; or (d) any officer, employee or agent of the Trust or
its Affiliates.

         "Corporate Trust Office" means the office of the Property Trustee at
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at _________________________,
Attention: _______________________.

         "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

         "Debenture Issuer" means Kellogg Company in its capacity as issuer of
the Debentures under the Indenture.

         "Debenture Trustee" means ________________________, as trustee under
the Indenture, until a successor is appointed thereunder, and thereafter means
such successor trustee.

         "Debentures" means the series of subordinated deferrable interest
debentures to be issued by the Debenture Issuer under the Indenture to be held
by the Property Trustee for the benefit of the Holders.

         "Definitive Preferred Security Certificates" has the meaning set forth
in Section 9.4.

         "Delaware Trustee" has the meaning set forth in Section 5.2.

         "Direction" by a Person means a written direction signed:

                  (a)      if the Person is a natural person, by that Person; or

                  (b)      in any other case, in the name of such Person by one
                           or more Authorized Officers of that Person.

         "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

         "DTC" means The Depository Trust Company, the initial Clearing Agency.

         "Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) has occurred and is continuing in respect
of the Debentures.


                                       6

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         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

         "Fiscal Year" has the meaning set forth in Section 11.1.

         "Global Certificate" has the meaning set forth in Section 9.4.

         "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Business Trust Act; provided, however, that in determining whether the
Holders of the requisite liquidation amount of Preferred Securities have voted
on any matter provided for in this Declaration, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Preferred
Securities remain in the form of one or more Global Certificates, the term
"Holders" shall mean the holder of the Global Certificate acting at the
direction of the Preferred Security Beneficial Owners.

         "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

         "Indenture" means the Base Indenture, any amendment thereto and any
supplemental indenture thereto pursuant to which the Debentures are to be
issued.

         "Investment Company" means an investment company as defined in the
Investment Company Act and the regulations promulgated thereunder.

         "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

         "Investment Company Event" has the meaning set forth in Annex I.

         "Legal Action" has the meaning set forth in Section 3.6(g).

         "List of Holders" has the meaning specified in Section 2.2(a).

         "Majority in Liquidation Amount" means, except as provided in the terms
of the Preferred Securities or by the Trust Indenture Act, Holder(s) of
outstanding Securities, voting together as a single class, or, as the context
may require, Holders of outstanding Preferred Securities or Holders of
outstanding Common Securities, voting separately as a class, who are the record
owners of more than 50% of the aggregate liquidation amount (including the
stated amount that would be paid on redemption, liquidation, maturity or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

         "Officers' Certificate" means, with respect to any Person (other than
Regular Trustees who are natural persons), a certificate signed by two
Authorized Officers of such Person. Any

                                       7

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Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Declaration shall include:

         (a)      a statement that each officer signing the Officers'
                  Certificate has read the covenant or condition and the
                  definitions relating thereto;

         (b)      a brief statement of the nature and scope of the examination
                  or investigation undertaken by each officer in rendering the
                  Officers' Certificate;

         (c)      a statement that each such officer has made such examination
                  or investigation as, in such officer's opinion, is necessary
                  to enable such officer to express an informed opinion as to
                  whether or not such covenant or condition has been complied
                  with; and

         (d)      a statement as to whether, in the opinion of each such
                  officer, such condition or covenant has been complied with;

provided that the term "Officers' Certificate," when used with reference to
Regular Trustees who are natural persons, shall mean a certificate signed by two
of the Regular Trustees which otherwise satisfies the foregoing requirements.

         "Paying Agent" has the meaning specified in Section 3.8(h).

         "Payment Amount" has the meaning specified in Section 6.1.

         "Person" means any individual, corporation, estate, partnership, joint
venture, association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision
thereof, or any other entity of whatever nature.

         "Preferred Securities Guarantee" means the guarantee agreement of the
Sponsor in respect of the Preferred Securities, dated of even date herewith.

         "Preferred Security" has the meaning specified in Section 7.1.

         "Preferred Security Beneficial Owner" means, with respect to a Book
Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

         "Preferred Security Certificate" means a certificate representing a
Preferred Security, substantially in the form of Exhibit A-1.

         "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

         "Property Trustee Account" has the meaning set forth in Section
3.8(c)(i).


                                       8

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         "Pro Rata" has the meaning set forth in Annex I.

         "Quorum" means a majority of the Regular Trustees or, if there are only
two Regular Trustees, one of them.

         "Regular Trustee" means any Trustee other than the Property Trustee and
the Delaware Trustee.

         "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

         "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee, including any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer or other officer of the
Corporate Trust Office of the Property Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.

         "Rule 3a-5" means Rule 3a-5 under the Investment Company Act or any
successor rule thereunder.

         "Securities" means the Common Securities and the Preferred Securities.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.

         "Special Event" has the meaning set forth in Annex I.

         "Sponsor" means Kellogg Company, a Delaware corporation, or any
successor entity in a merger, consolidation or amalgamation, in its capacity as
sponsor of the Trust.

         "Successor Delaware Trustee" has the meaning specified in Section
5.7(b).

         "Successor Entity" has the meaning specified in Section 3.15(b)(i).

         "Successor Property Trustee" has the meaning specified in Section
5.7(b).

         "Successor Securities" has the meaning specified in Section 3.15(b)(i)
(B).

         "Super Majority" has the meaning set forth in Section 2.6(a) (ii).

         "Tax Event" has the meaning set forth in Annex I.

         "10% in Liquidation Amount" means, except as provided in the terms of
the Preferred Securities or by the Trust Indenture Act, Holder(s) of outstanding
Securities, voting together as a

                                       9

<PAGE>

single class, or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities, voting separately as a
class, who are the record owners of 10% or more of the aggregate liquidation
amount (including the stated amount that would be paid on redemption,
liquidation, maturity or otherwise, plus accrued and unpaid Distributions to the
date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

         "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

         "Trust Company" means _______________________ or any successor Delaware
Trustee in its individual capacity.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, in such Person's capacity as a trustee of the Trust
and not in its individual capacity, so long as such Person shall continue in
office in accordance with the terms hereof, and all other Persons who may from
time to time be duly appointed, qualified and serving as Trustees in accordance
with the provisions hereof, and references herein to a Trustee or the Trustees
shall refer to such Person or Persons solely in their capacity as trustees
hereunder.

         "Underwriting Agreement" means the Underwriting Agreement for the
offering and sale of Preferred Securities between the Trust, the Debenture
Issuer and the underwriters designated by the Regular Trustees, dated as of
__________________, 20__.

                                   ARTICLE II
                               TRUST INDENTURE ACT

         SECTION 2.1       Trust Indenture Act; Application.

         (a) This Declaration is subject to the provisions of the Trust
Indenture Act that are required to be part of this Declaration and shall, to the
extent applicable, be governed by such provisions.

         (b) The Property Trustee shall be the only Trustee which is a "trustee"
for the purposes of the Trust Indenture Act.

         (c) If and to the extent that any provision of this Declaration limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

         (d) The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.


                                       10

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         SECTION 2.2 Lists of Holders of Securities.

         (a) Each of the Sponsor and the Regular Trustees on behalf of the Trust
shall provide the Property Trustee with a list, in such form as the Property
Trustee may reasonably require, of the names and addresses of the Holders of the
Securities ("List of Holders"), (i) within ten Business Days after January 1 and
June 30 of each year and current as of such date and (ii) at any other time,
within 30 days of receipt by the Trust of a written request from the Property
Trustee for a List of Holders as of a date no more than 14 days before such List
of Holders is given to the Property Trustee; provided that neither the Sponsor
nor the Regular Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Property Trustee by the Sponsor and the
Regular Trustees on behalf of the Trust. The Property Trustee shall preserve, in
as current a form as is reasonably practicable, all information contained in
Lists of Holders given to it or which it receives in the capacity as Paying
Agent (if acting in such capacity); provided that the Property Trustee may
destroy any List of Holders previously given to it on receipt of a new List of
Holders.

         (b) The Property Trustee shall comply with its obligations under, and
shall be entitled to the benefits of, Sections 311(a), 311(b) and 312(b) of the
Trust Indenture Act.

         SECTION 2.3 Reports by the Property Trustee. Within 60 days after May
15 of each year, the Property Trustee shall provide to the Holders of the
Preferred Securities such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of
the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

         SECTION 2.4 Periodic Reports to the Property Trustee. Each of the
Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by Section
314 (if any) of the Trust Indenture Act and the compliance certificate required
by Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

         SECTION 2.5 Evidence of Compliance with Conditions Precedent. Each of
the Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such evidence of compliance with any conditions precedent, if
any, provided for in this Declaration that relate to any of the matters set
forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) may be given in
the form of an Officers' Certificate.

         SECTION 2.6 Events of Default; Waiver.

         (a) The Holders of a Majority in Liquidation Amount of the Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

                  (i)      is not waivable under the Indenture, the Event of
                           Default under the Declaration shall also not be
                           waivable; or

                                       11

<PAGE>

                  (ii)     requires the consent or vote of greater than a
                           majority in principal amount of the holders of the
                           Debentures (a "Super Majority") to be waived under
                           the Indenture, the Event of Default under the
                           Declaration may only be waived by the vote of the
                           Holders of at least the proportion in liquidation
                           amount of the Preferred Securities that the relevant
                           Super Majority represents of the aggregate principal
                           amount of the Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration and the Preferred Securities, but no such
waiver shall extend to any subsequent or other default or Event of Default with
respect to the Preferred Securities or impair any right consequent thereon. Any
waiver by the Holders of the Preferred Securities of an Event of Default with
respect to the Preferred Securities shall also be deemed to constitute a waiver
by the Holders of the Common Securities of any such Event of Default with
respect to the Common Securities for all purposes of this Declaration without
any further act, vote or consent of the Holders of the Common Securities.

         (b) The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default in respect of the Common Securities
and its consequences, provided that, if the underlying Event of Default under
the Indenture:

                  (i)      is not waivable under the Indenture, except where the
                           Holders of the Common Securities are deemed to have
                           waived such Event of Default under the Declaration as
                           provided below in this Section 2.6(b), the Event of
                           Default under the Declaration shall also not be
                           waivable; or

                  (ii)     requires the consent or vote of a Super Majority to
                           be waived under the Indenture, except where the
                           Holders of the Common Securities are deemed to have
                           waived such Event of Default under the Declaration as
                           provided below in this Section 2.6(b), the Event of
                           Default under the Declaration may only be waived by
                           the vote of the Holders of at least the proportion in
                           liquidation amount of the Common Securities that the
                           relevant Super Majority represents of the aggregate
                           principal amount of the Debentures outstanding;

provided further, that each Holder of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Common Securities and the consequences thereof until all Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated, and until such Events of Default with respect to the Preferred
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee will be deemed to be acting solely on behalf of the Holders of the
Preferred Securities and only the Holders of the Preferred Securities will have
the right to direct the Property Trustee in


                                       12

<PAGE>


accordance with the terms of the Securities. The foregoing provisions of this
Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
Indenture Act are hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
provisions of this Section 2.6(b), upon such waiver, any such default shall
cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default with respect to the Common Securities or impair any right
consequent thereon.

         (c) A waiver of an Event of Default under the Indenture by the Property
Trustee at the direction of the Holders of the Preferred Securities constitutes
a waiver of the corresponding Event of Default with respect to the Preferred
Securities under this Declaration. The foregoing provisions of this Section
2.6(c) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and
such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly
excluded from this Declaration and the Securities, as permitted by the Trust
Indenture Act.

         SECTION 2.7 Event of Default; Notice.

         (a) The Property Trustee shall, within 90 days after the occurrence of
an Event of Default, transmit by mail, first class postage prepaid, to the
Holders of the Securities, notices of all defaults with respect to the
Securities actually known to a Responsible Officer of the Property Trustee,
unless such defaults have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section 2.7(a) being hereby defined to be an
Event of Default as defined in the Indenture, not including any periods of grace
provided for there in and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures or in the payment of any
sinking fund installment established for the Debentures, the Property Trustee
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Property Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders of the Securities.

         (b) The Property Trustee shall not be deemed to have knowledge of any
default except:

                  (i)      a default under Sections 5.1(a) and 5.1(b) of the
                           Indenture; or

                  (ii)     any default as to which the Property Trustee shall
                           have received written notice or of which a
                           Responsible Officer of the Property Trustee charged
                           with the administration of this Declaration shall
                           have actual knowledge. As used herein, the term
                           "actual knowledge" means the actual fact or statement
                           of knowing without any duty to make any investigation
                           without regard thereto.


                                   ARTICLE III
                                  ORGANIZATION

         SECTION 3.1 Name and Organization. The Trust hereby created is named
"Kellogg Company Capital Trust __" as such name may be modified from time to
time by the Regular



                                       13

<PAGE>


Trustees following written notice to the Holders of Securities. The Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Regular Trustees.

         SECTION 3.2 Office. The address of the principal office of the Trust is
c/o Kellogg Company, One Kellogg Square, P.O. Box 3599, Battle Creek, Michigan
49016-3599. On ten Business Days' written notice to the Holders of Securities,
the Regular Trustees may designate another principal office.

         SECTION 3.3 Purpose. The exclusive purposes and functions of the Trust
are (a) to issue and sell Securities and use the gross proceeds from such sale
to acquire the Debentures and (b) except as otherwise limited herein, to engage
in only those other activities necessary or incidental thereto. The Trust shall
not borrow money, issue debt or reinvest proceeds derived from investments,
pledge any of its assets or otherwise undertake (or permit to be undertaken) any
activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

         The Trust will be classified as a grantor trust for United States
federal income tax purposes under Subpart E of Subchapter J of the Code,
pursuant to which the owners of the Preferred Securities and the Common
Securities will be the owners of the Trust for United States federal income tax
purposes, and such owners will include directly in the gross income the income,
gain, deduction or loss of the Trust as if the Trust did not exist. By the
acceptance of this Trust, none of the Trustees, the Sponsor, the Holders of the
Preferred Securities or Common Securities or the Preferred Securities Beneficial
Owners will take any position for United States federal income tax purposes
which is contrary to the classification of the Trust as a grantor trust.

         SECTION 3.4 Authority. Subject to the limitations provided in this
Declaration and to the specific duties of the Property Trustee, the Regular
Trustees shall have exclusive and complete authority to carry out the purposes
of the Trust. An action taken by the Regular Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Property Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Trustees acting on behalf of the Trust, no person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration.

         SECTION 3.5 Title to Property of the Trust. Except as provided in
Section 3.8 with respect to the Debentures and the Property Trustee Account or
as otherwise provided in this Declaration, legal title to all assets of the
Trust shall be vested in the Property Trustee for the benefit of the Trust and
the Holders of Securities. The Holders shall not have legal title to any part of
the assets of the Trust, but shall have an undivided beneficial interest in the
assets of the Trust.

         SECTION 3.6 Powers and Duties of the Regular Trustees. The Regular
Trustees shall have the exclusive power, duty and authority to cause the Trust
to engage in the following activities:


                                       14

<PAGE>

         (a) to issue and sell in accordance with this Declaration (i) _______
Preferred Securities, having an aggregate liquidation amount of $__________ with
respect to the initial closing of the sale of the Preferred Securities and, if
the Option set forth in Section 7.2(a) is exercised, an additional aggregate
liquidation amount of $_________ with respect to the second closing of the sale
of Preferred Securities; provided that the maximum aggregate liquidation amount
of Preferred Securities of the Trust shall not exceed $______, and (ii) ________
Common Securities, having an aggregate liquidation amount of $________________
with respect to the initial closing of the sale of the Common Securities and, if
the Option set forth in Section 7.2(a) is exercised, an additional aggregate
liquidation amount of $_________ with respect to the second closing of the sale
of Common Securities; provided that the maximum aggregate liquidation amount of
Common Securities of the Trust shall not exceed $______; provided, however, that
the Trust may issue no more than one series of Preferred Securities and no more
than one series of Common Securities; and provided further that there shall be
no interest in the Trust other than the Securities and, except as provided in
Section 7.2, the issuance of Securities shall be limited to a one-time
simultaneous issuance of both Preferred Securities and Common Securities as
provided for herein on the Closing Date as provided for in the Underwriting
Agreement;

         (b) in connection with the issue and sale of the Preferred Securities,
at the direction of the Sponsor, to:

                  (i)      execute and file with the Commission a registration
                           statement on Form S-3 prepared by the Sponsor,
                           including any amendments thereto, pertaining to the
                           Preferred Securities (and any other securities of the
                           Sponsor which the Sponsor may desire to include in
                           such registration statement);

                  (ii)     execute and file any documents prepared by the
                           Sponsor, or take any acts as determined by the
                           Sponsor to be necessary, in order to qualify or
                           register all or part of the Preferred Securities in
                           any State in which the Sponsor has determined to
                           qualify or register such Preferred Securities for
                           sale;

                  (iii)    execute and file an application, prepared by the
                           Sponsor, to The New York Stock Exchange, Inc. or any
                           other national stock exchange or the Nasdaq Stock
                           Market's National Market System for listing upon
                           notice of issuance of any Preferred Securities;

                  (iv)     execute and file with the Commission a registration
                           statement on Form 8-A, including any amendments
                           thereto, prepared by the Sponsor, relating to the
                           registration of the Preferred Securities under
                           Section 12(b) of the Exchange Act; and

                  (v)      execute and enter into the Underwriting Agreement
                           providing for the sale of the Preferred Securities;

         (c) to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Regular Trustees shall cause legal title to


                                       15

<PAGE>

the Debentures to be held of record in the name of the Property Trustee for the
benefit of the Holders of the Preferred Securities and the Holders of the Common
Securities;

         (d) to give the Sponsor and the Property Trustee prompt written notice
of the occurrence of a Special Event; provided that the Regular Trustees shall
consult with the Sponsor and the Property Trustee before taking or refraining
from taking any action in relation to a Special Event;

         (e) to establish a record date with respect to all actions to be taken
hereunder that require a record date be established, including and with respect
to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Preferred Securities and Holders of Common Securities
as to such actions and applicable record dates;

         (f) to take all actions and perform such duties as may be required of
the Regular Trustees pursuant to the terms of this Declaration and the
Securities;

         (g) to bring or defend, pay, collect, compromise, arbitrate, resort to
legal action or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee has
the exclusive power to bring such Legal Action;

         (h) to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors and
consultants and pay reasonable compensation for such services;

         (i) to cause the Trust to comply with the Trust's obligations under the
Trust Indenture Act;

         (j) to give the certificate required by Section 314(a)(4) of the Trust
Indenture Act to the Property Trustee, which certificate may be executed by any
Regular Trustee;

         (k) to incur expenses that are necessary, incidental or desirable to
carry out any of the purposes of the Trust;

         (l) to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities;

         (m) to give prompt written notice to the Holders of the Securities of
any notice received from the Debenture Issuer of its election (i) to defer
payments of interest on the Debentures by extending the interest payment period
under the Debentures as authorized by the Indenture or (ii) to extend the
maturity date of the Debentures if so authorized by the Indenture, provided that
any such extension of the maturity date will not adversely affect the federal
income tax status of the Trust;

         (n) to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;


                                       16

<PAGE>

         (o) to take any action, not inconsistent with this Declaration or with
applicable law, that the Regular Trustees determine in their discretion to be
necessary or desirable in carrying out the purposes and functions of the Trust
as set out in Section 3.3 or the activities of the Trust as set out in this
Section 3.6, including, but not limited to:

                  (i)      causing the Trust not to be deemed to be an
                           Investment Company required to be registered under
                           the Investment Company Act;

                  (ii)     causing the Trust to be classified for United States
                           federal income tax purposes as a grantor trust and
                           causing each Holder of Securities to be treated as
                           owning an undivided beneficial interest in the
                           Subordinated Debentures; and

                  (iii)    cooperating with the Debenture Issuer to ensure that
                           the Debentures will be treated as indebtedness of the
                           Debenture Issuer for United States federal income tax
                           purposes;

provided that such action does not adversely affect the interests of the
Holders;

         (p) to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Regular Trustees, on behalf of the
Trust;

         (q) to execute all documents or instruments, perform all duties and
powers, and do all things for and on behalf of the Trust in all matters
necessary, incidental or desirable to the foregoing;

         (r) to give written notice to the Property Trustee of the rating
assigned to the Preferred Securities, from time to time, by a "nationally
recognized statistical rating organization," as that term is defined for
purposes of Rule 436(g)(2) under the Securities Act promptly after such
assignment and after any change thereof.

The Regular Trustees must exercise the powers set forth in this Section 3.6 in a
manner that is consistent with the purposes and functions of the Trust set out
in Section 3.3, and the Regular Trustees shall not take any action that is in
consistent with the purposes and functions of the Trust set forth in Section
3.3. Subject to this Section 3.6, the Regular Trustees shall have none of the
powers or the authority of the Property Trustee set forth in Section 3.8. Any
expenses incurred by the Regular Trustees pursuant to this Section 3.6 shall be
reimbursed by the Debenture Issuer.

         SECTION 3.7 Prohibition of Actions by the Trust and the Trustees.

         (a) The Trust shall not, and the Regular Trustees and the Property
Trustee shall cause the Trust not to, engage in any activity other than as
required or authorized by this Declaration. In particular, the Trust shall not
and the Regular Trustees and the Property Trustee shall cause the Trust not to:


                                       17

<PAGE>

                  (i)      invest any proceeds received by the Trust from
                           holding the Debentures, but shall distribute all such
                           proceeds to Holders of Securities pursuant to the
                           terms of this Declaration and of the Securities;

                  (ii)     acquire any assets other than as expressly provided
                           herein;

                  (iii)    possess Trust property for other than a Trust
                           purpose;

                  (iv)     make any loans or incur any indebtedness other than
                           loans represented by the Debentures;

                  (v)      possess any power or otherwise act in such a way as
                           to vary the Trust assets or the terms of the
                           Securities in any way whatsoever (except to the
                           extent expressly authorized in this Declaration or by
                           the terms of the Securities);

                  (vi)     issue any securities or other evidences of beneficial
                           ownership of, or beneficial interest in, the Trust
                           other than the Securities; or

                  (vii)    other than as provided in this Declaration or by the
                           terms of the Securities, (A) direct the time, method
                           and place of exercising any trust or power conferred
                           upon the Debenture Trustee with respect to the
                           Debentures, (B) waive any past default that is
                           waivable under the Indenture, (C) exercise any right
                           to rescind or annul any declaration that the
                           principal of all the Debentures shall be due and
                           payable or (D) consent to any amendment, modification
                           or termination of the Indenture or the Debentures
                           where such consent shall be required unless the Trust
                           shall have received an opinion of counsel to the
                           effect that such modification will not cause more
                           than an insubstantial risk that for United States
                           federal income tax purposes the Trust will not be
                           classified as a grantor trust.

         SECTION 3.8 Powers and Duties of the Property Trustee.

         (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the Trust
and the Holders of the Securities. The right, title and interest of the Property
Trustee to the Debentures shall vest automatically in each Person who may
hereafter be appointed as Property Trustee in accordance with Section 5.7. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

         (b) The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Regular Trustees or to the Delaware Trustee
(if the Property Trustee does not also act as Delaware Trustee).

         (c) The Property Trustee shall:

                  (i)      establish and maintain a segregated non-interest
                           bearing trust account (the "Property Trustee
                           Account") in the name of and under the exclusive


                                       18

<PAGE>
                           control of the Property Trustee on behalf of the
                           Holders of the Securities and, upon the receipt of
                           payments of funds made in respect of the Debentures
                           held by the Property Trustee, deposit such funds into
                           the Property Trustee Account and make payments to the
                           Holders of the Preferred Securities and the Holders
                           of the Common Securities from the Property Trustee
                           Account in accordance with Section 6.1. Funds in the
                           Property Trustee Account shall be held uninvested
                           until disbursed in accordance with this Declaration.
                           The Property Trustee Account shall be an account that
                           is maintained with a banking institution the rating
                           on whose long-term unsecured indebtedness is at least
                           equal to the rating assigned to the Preferred
                           Securities by a "nationally recognized statistical
                           rating organization," as that term is defined for
                           purposes of Rule 436(g)(2) under the Securities Act;

                  (ii)     engage in such ministerial activities as shall be
                           necessary or appropriate to effect the redemption of
                           the Preferred Securities and the Common Securities to
                           the extent the Debentures are redeemed or mature; and

                  (iii)    upon written notice of distribution issued by the
                           Regular Trustees in accordance with the terms of the
                           Securities, engage in such ministerial activities as
                           shall be necessary or appropriate to effect the
                           distribution of the Debentures to Holders of
                           Securities upon the liquidation and dissolution of
                           the Trust.

         (d) The Property Trustee shall take all actions and perform such duties
as may be specifically required of the Property Trustee pursuant to the terms of
this Declaration and the Securities.

         (e) To the extent consistent with and not in contravention of the terms
and provisions of this Declaration and the Indenture, with respect to any
compromise, arbitration or adjustment of claims or demands, the Property Trustee
shall take any Legal Action which arises out of or in connection with an Event
of Default of which a Responsible Officer of the Property Trustee has actual
knowledge or the Property Trustee's duties and obligations under this
Declaration or the Trust Indenture Act.

         (f) The Property Trustee shall continue to serve as a Trustee until
either:

                  (i)      the Trust has been completely liquidated and the
                           proceeds of the liquidation distributed to the
                           Holders of Securities pursuant to the terms of the
                           Securities; or

                  (ii)     a Successor Property Trustee has been appointed and
                           has accepted that appointment in accordance with
                           Section 5.7.

         (g) The Property Trustee shall have the legal power to exercise all of
the rights, powers and privileges of a holder of Debentures under the Indenture
and, if an Event of Default actually known to a Responsible Officer of the
Property Trustee occurs and is continuing, the Property Trustee shall, for the
benefit of Holders of the Securities, enforce its rights, including, without


                                       19

<PAGE>

limitation, its rights under the Indenture as holder of the Debentures and its
rights under the Preferred Securities Guarantee in accordance with the terms of
the Preferred Securities Guarantee, subject to the rights of the Holders
pursuant to the terms of such Securities and the Preferred Securities Guarantee.

         (h) The Property Trustee may authorize one or more Persons (each, a
"Paying Agent") to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all Securities and any such
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. Any
Paying Agent may be removed by the Property Trustee at any time and a successor
Paying Agent or additional Paying Agents may be appointed at any time by the
Property Trustee. In the event the Preferred Securities do not remain in the
form of one or more Global Certificates, the Property Trustee will act as Paying
Agent and may designate an additional or substitute Paying Agent at any time.

         (i) Subject to this Section 3.8, the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Regular Trustees set
forth in Section 3.6.

The Property Trustee must exercise the powers set forth in this Section 3.8 in a
manner that is consistent with the purposes and functions of the Trust set out
in Section 3.3, and the Property Trustee shall not take any action that is
inconsistent with the purposes and functions of the Trust set out in Section
3.3.

    SECTION 3.9 Certain Duties and Responsibilities of the Property Trustee.

         (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Declaration and no implied covenants shall be read into this Declaration against
the Property Trustee. In case an Event of Default has occurred (that has not
been cured or waived pursuant to Section 2.6) of which a Responsible Officer of
the Property Trustee has actual knowledge, the Property Trustee shall exercise
such of the rights and powers vested in it by this Declaration, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

         (b) No provision of this Declaration shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

                  (i)      prior to the occurrence of an Event of Default and
                           after the curing or waiving of all such Events of
                           Default that may have occurred:

                           (A)      the duties and obligations of the Property
                                    Trustee shall be determined solely by the
                                    express provisions of this Declaration and
                                    in the terms of the Securities and the
                                    Property Trustee shall not be liable except
                                    for the performance of such duties and
                                    obligations as are specifically set forth in
                                    this Declaration, and no implied covenants
                                    or obligations shall be read into this
                                    Declaration against the Property Trustee;
                                    and


                                       20

<PAGE>


                           (B)      in the absence of bad faith on the part of
                                    the Property Trustee, the Property Trustee
                                    may conclusively rely, as to the truth of
                                    the statements and the correctness of the
                                    opinions expressed therein, upon any
                                    certificates or opinions furnished to the
                                    Property Trustee and conforming to the
                                    requirements of this Declaration; but in the
                                    case of any such certificates or opinions
                                    that by any provision hereof are
                                    specifically required to be furnished to the
                                    Property Trustee, the Property Trustee shall
                                    be under a duty to examine the same to
                                    determine whether or not they conform to the
                                    requirements of this Declaration;

                  (ii)     the Property Trustee shall not be liable for any
                           error of judgment made in good faith by a Responsible
                           Officer of the Property Trustee, unless it shall be
                           proved that the Property Trustee was negligent in
                           ascertaining the pertinent facts upon which such
                           judgment was made;

                  (iii)    the Property Trustee shall not be liable with respect
                           to any action taken or omitted to be taken by it in
                           good faith in accordance with the direction of the
                           Holders of not less than a Majority in Liquidation
                           Amount of the Securities relating to the time, method
                           and place of conducting any proceeding for any remedy
                           available to the Property Trustee, or exercising any
                           trust or power conferred upon the Property Trustee
                           under this Declaration;

                  (iv)     no provision of this Declaration shall require the
                           Property Trustee to expend or risk its own funds or
                           otherwise incur personal financial liability in the
                           performance of any of its duties or in the exercise
                           of any of its rights or powers, if it shall have
                           reasonable grounds for believing that the repayment
                           of such funds or liability is not reasonably assured
                           to it under the terms of this Declaration or
                           indemnity reasonably satisfactory to the Property
                           Trustee against such risk or liability is not
                           reasonably assured to it;

                  (v)      the Property Trustee's sole duty with respect to the
                           custody, safe keeping and physical preservation of
                           the Debentures and the Property Trustee Account shall
                           be to deal with such property in a similar manner as
                           the Property Trustee deals with similar property for
                           its own account, subject to the protections and
                           limitations on liability afforded to the Property
                           Trustee under this Declaration and the Trust
                           Indenture Act;

                  (vi)     the Property Trustee shall have no duty or liability
                           for or with respect to the value, genuineness,
                           existence or sufficiency of the Debentures or the
                           payment of any taxes or assessments levied thereon or
                           in connection therewith;

                  (vii)    the Property Trustee shall not be liable for any
                           interest on any money received by it except as it may
                           otherwise agree in writing with the


                                       21

<PAGE>


                           Sponsor. Money held by the Property Trustee need not
                           be segregated from other funds held by it except in
                           relation to the Property Trustee Account maintained
                           by the Property Trustee pursuant to Section 3.8(c)(i)
                           and except to the extent otherwise required by law;
                           and

                  (viii)   the Property Trustee shall not be responsible for
                           monitoring the compliance by the Regular Trustees or
                           the Sponsor with their respective duties under this
                           Declaration, nor shall the Property Trustee be liable
                           for any default or misconduct of the Regular Trustees
                           or the Sponsor.

         SECTION 3.10 Certain Rights of Property Trustee.

         (a) Subject to the provisions of Section 3.9:

                  (i)      the Property Trustee may conclusively rely and shall
                           be fully protected in acting or refraining from
                           acting upon any resolution, certificate, statement,
                           instrument, opinion, report, notice, request,
                           direction, consent, order, approval, bond, debenture,
                           note, other evidence of indebtedness or other paper
                           or document believed by it to be genuine and to have
                           been signed, sent or presented by the proper party or
                           parties;

                  (ii)     any direction or act of the Sponsor or the Regular
                           Trustees contemplated by this Declaration shall be
                           sufficiently evidenced by a Direction or an Officers'
                           Certificate;

                  (iii)    whenever in the administration of this Declaration,
                           the Property Trustee shall deem it desirable that a
                           matter be proved or established before taking,
                           suffering or omitting any action hereunder, the
                           Property Trustee (unless other evidence is herein
                           specifically prescribed) may, in the absence of bad
                           faith on its part, request and conclusively rely upon
                           an Officers' Certificate which, upon receipt of such
                           request, shall be promptly delivered by the Sponsor
                           or the Regular Trustees;

                  (iv)     the Property Trustee shall have no duty to see to any
                           recording, filing or registration of any instrument
                           (including any financing or continuation statement or
                           any filing under tax or securities laws) or any
                           rerecording, refiling or registration thereof;

                  (v)      before the Property Trustee acts or refrains from
                           acting, the Property Trustee may consult with counsel
                           or other experts and the advice or opinion of such
                           counsel and experts with respect to legal matters or
                           advice within the scope of such experts' area of
                           expertise shall be full and complete authorization
                           and protection in respect of any action taken,
                           suffered or omitted by it hereunder in good faith and
                           in accordance with such advice or opinion. Such
                           counsel may be counsel to the Sponsor or any of its
                           Affiliates, and may include any of its employees. The
                           Property Trustee shall have the right at anytime to
                           seek instructions concerning the


                                       22

<PAGE>


                           administration of this Declaration from any court of
                           competent jurisdiction;

                  (vi)     the Property Trustee shall be under no obligation to
                           exercise any of the rights or powers vested in it by
                           this Declaration at the request or direction of any
                           Holder, unless such Holder shall have provided to the
                           Property Trustee security or indemnity, reasonably
                           satisfactory to the Property Trustee, against the
                           costs, expenses (including attorneys' fees and
                           expenses and expenses of the Property Trustee's
                           agents, nominees or custodians) and liabilities that
                           might be incurred by it in complying with such
                           request or direction, including such reasonable
                           advances as may be requested by the Property Trustee;
                           provided that, nothing contained in this Section
                           3.10(a)(vi) shall be taken to relieve the Property
                           Trustee, upon the occurrence of an Event of Default,
                           of its obligation to exercise the rights and powers
                           vested in it by this Declaration;

                  (vii)    the Property Trustee shall not be bound to make any
                           investigation into the facts or matters stated in any
                           resolution, certificate, statement, instrument,
                           opinion, report, notice, request, direction, consent,
                           order, bond, debenture, note, other evidence of
                           indebtedness or other paper or document, but the
                           Property Trustee, in its discretion, may make such
                           further inquiry or investigation into such facts or
                           matters as it may see fit;

                  (viii)   the Property Trustee may execute any of the trusts or
                           powers hereunder or perform any duties hereunder
                           either directly or by or through agents, custodians,
                           nominees or attorneys and the Property Trustee shall
                           not be responsible for any misconduct or negligence
                           on the part of any agent or attorney appointed with
                           due care by it hereunder;

                  (ix)     any action taken by the Property Trustee or its
                           agents hereunder shall bind the Trust and the Holders
                           of the Securities, and the signature of the Property
                           Trustee or its agents alone shall be sufficient and
                           effective to perform any such action and no third
                           party shall be required to inquire as to the
                           authority of the Property Trustee to so act or as to
                           its compliance with any of the terms and provisions
                           of this Declaration, both of which shall be
                           conclusively evidenced by the Property Trustee's or
                           its agent's taking such action; and

                  (x)      whenever in the administration of this Declaration
                           the Property Trustee shall deem it desirable to
                           receive instructions with respect to enforcing any
                           remedy or right or taking any other action hereunder,
                           the Property Trustee: (i) may request instructions
                           from the Holders of the Securities which instructions
                           may only be given by the Holders of the same
                           proportion in liquidation amount of the Securities as
                           would be entitled to direct the Property Trustee
                           under the terms of the Securities in respect of such
                           remedy, right or action; (ii) may refrain from
                           enforcing such remedy or right or taking such other
                           action until such instructions are received; and


                                       23

<PAGE>



                  (iii)    shall be protected in conclusively relying on or
                           acting in or accordance with such instructions;

                  (xi)     the Property Trustee shall not be liable for any
                           action taken, suffered or omitted to be taken by it
                           without negligence, in good faith and reasonably
                           believed by it to be authorized or within the
                           discretion, rights or powers conferred upon it by
                           this Declaration; and

                  (xii)    the Property Trustee shall not be required to give
                           any bond or surety in respect of the performance of
                           its powers and duties hereunder.

         (b) No provision of this Declaration shall be deemed to impose any duty
or obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

         SECTION 3.11 Delaware Trustee. Notwithstanding any other provision of
this Declaration other than Section 5.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Regular Trustees or the Property Trustee
described in this Declaration, or any other duties or responsibilities except as
expressly stated in this Section 3.11; provided that, the Delaware Trustee shall
have the power and authority and is hereby authorized to execute and file with
the Secretary of State of the State of Delaware any certificate required to be
filed under the Business Trust Act. Except as set forth in Section 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807(a) of the Business Trust Act.
Notwithstanding any other provision herein or elsewhere, neither the Trust
Company nor the Delaware Trustee shall have any liability to any Person for any
act, omission or obligation of the Trust or any Trustee except for liability to
the Trust and the Holders for the gross negligence or willful misconduct of the
Delaware Trustee.

         SECTION 3.12 Execution of Documents. Unless otherwise determined by the
Regular Trustees, and except as otherwise required by the Business Trust Act,
any one Regular Trustee is authorized to execute on behalf of the Trust any
documents that the Regular Trustees have the power and authority to execute
pursuant to Section 3.6; provided that any registration statement referred to in
Section 3.6(b)(i), including any amendments thereto, shall (if signed after the
date of this Declaration) be signed by a majority of the Regular Trustees.

         SECTION 3.13 Not Responsible for Recitals or Issuance of Securities.
The recitals contained in this Declaration shall be taken as the statements of
the Sponsor, and the Trustees do not assume any responsibility for their
correctness. The Trustees make no representations as to the value or condition
of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration or the
Securities.


                                       24

<PAGE>

         SECTION 3.14 Duration of Trust. The Trust shall exist until terminated
pursuant to the provisions of Article VIII hereof.

         SECTION 3.15 Mergers.

         (a) The Trust may not consolidate, amalgamate, merge with or into, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person except as described in Section
3.15(b) and (c).

         (b) The Trust may, with the consent of the Regular Trustees or, if
there are more than two, a majority of the Regular Trustees and without the
consent of the Holders of the Securities, the Delaware Trustee or the Property
Trustee, consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any State; provided that:

                  (i)      such successor entity (the "Successor Entity")
                           either:

                           (A)      expressly assumes all of the obligations of
                                    the Trust under the Securities; or

                           (B)      substitutes for the Preferred Securities and
                                    Common Securities other securities having
                                    substantially the same terms as the
                                    Preferred Securities and Common Securities,
                                    respectively (the "Successor Securities"),
                                    so long as the Successor Securities rank the
                                    same as the Preferred Securities and the
                                    Common Securities, respectively, rank with
                                    respect to Distributions and payments upon
                                    liquidation, redemption, maturity and
                                    otherwise;

                  (ii)     the Debenture Issuer expressly accepts a trustee of
                           the Successor Entity that possesses the same powers
                           and duties as the Property Trustee as the holder of
                           the Debentures;

                  (iii)    the Preferred Securities or any Successor Securities
                           (with respect to the Preferred Securities) are
                           listed, or any Successor Securities (with respect to
                           the Preferred Securities) will be listed upon
                           notification of issuance, on any national securities
                           exchange or with any other organization on which the
                           Preferred Securities are then listed or quoted;

                  (iv)     such merger, consolidation, amalgamation or
                           replacement does not cause the Preferred Securities
                           (including any Successor Securities of the Preferred
                           Securities) to be downgraded by any nationally
                           recognized statistical rating organization then
                           rating the Preferred Securities;

                  (v)      such merger, consolidation, amalgamation or
                           replacement does not adversely affect the rights,
                           preferences and privileges of the Holders of the
                           Securities (including any Successor Securities) in
                           any material respect (other than with respect to any
                           dilution of such Holders' interests in the new
                           entity);


                                       25

<PAGE>

                  (vi)     such Successor Entity has a purpose identical to that
                           of the Trust;

                  (vii)    prior to such merger, consolidation, amalgamation or
                           replacement, Kellogg Company has received an opinion
                           of an independent counsel to the Trust experienced in
                           such matters to the effect that, (A) such merger,
                           consolidation, amalgamation or replacement does not
                           adversely affect the rights, preferences and
                           privileges of the Holders of the Securities
                           (including any Successor Securities) in any material
                           respect (other than with respect to any dilution of
                           Holders' interest in the new entity), (B) following
                           such merger, amalgamation, consolidation or
                           replacement, neither the Trust nor the successor
                           entity will be required to register as an investment
                           company under the Investment Company Act and (C) the
                           Trust will continue to be classified as a grantor
                           trust for federal income tax purposes;

                  (viii)   the Sponsor guarantees the obligations of such
                           Successor Entity under the Successor Securities at
                           least to the extent provided by the Preferred
                           Securities Guarantee; and

                  (ix)     the Regular Trustees shall have furnished the
                           Delaware Trustee and the Property Trustee at least 5
                           Business Days' prior written notice of the
                           consummation of such merger, consolidation,
                           amalgamation or replacement; provided that failure to
                           provide such notice shall not affect the validity of
                           any such transaction.

         (c) Notwithstanding Section 3.15(b), the Trust shall not, except with
the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or Successor Entity to be classified as other than a grantor
trust for United States federal income tax purposes or each Holder of the
Securities to be treated as owning an undivided beneficial interest in the
Debentures.

         SECTION 3.16 Property Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Trust or any other obligor upon the Securities or the
property of the Trust or of such other obligor or their creditors, the Property
Trustee (irrespective of whether any Distributions on the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Property Trustee shall have made any demand on the
Trust for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

         (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Securities (or, if the Securities are
original issue discount Securities, such portion of the liquidation amount as
may be specified in the terms of such Securities) and to file such other papers
or documents as may be necessary or advisable in order to have the claims of


                                       26

<PAGE>


the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding; and

         (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

         Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting the
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                                   ARTICLE IV
                                     SPONSOR

         SECTION 4.1 Sponsor's Purchase of Common Securities. On the Closing
Date, and at the same time as the Preferred Securities are sold, the Sponsor
will purchase all of the Common Securities issued by the Trust, in an amount
sufficient to make the aggregate liquidation value of all Common Securities
purchased by the Sponsor on the Closing Date at least equal to 3% of the capital
of the Trust at such time; provided that, if the Option set forth in Section
7.2(a) is exercised, then the Sponsor will purchase such additional Common
Securities from the Trust on such second Closing Date such that it will then
hold at least 3% of the capital of the Trust.

         SECTION 4.2 Responsibilities of the Sponsor. In connection with the
issue and sale of the Preferred Securities, the Sponsor shall have the exclusive
right and responsibility to engage in the following activities:

         (a) to prepare for filing by the Trust with the Commission one or more
registration statements on the applicable forms pertaining to the Preferred
Securities, including any amendments thereto (which registration statements may
also include other securities of the Sponsor);

         (b) to determine the States in which to take appropriate action to
qualify or register for sale all or part of the Preferred Securities and to do
any and all such acts, other than actions which must be taken by the Trust, and
advise the Trust of actions it must take, and prepare for execution and filing
any documents to be executed and filed by the Trust, as the Sponsor deems
necessary or advisable in order to comply with the applicable laws of any such
States;


                                       27

<PAGE>

         (c) to prepare for filing by the Trust an application to The New York
Stock Exchange, Inc. or any other national stock exchange or the Nasdaq Stock
Market's National Market System for listing upon notice of issuance of any
Preferred Securities;

         (d) to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Preferred
Securities under Section 12(b) of the Exchange Act, including any amendments
thereto; and

         (e) to negotiate the terms of, and execute and deliver, the
Underwriting Agreement providing for the sale of the Preferred Securities.

         SECTION 4.3 Right to Dissolve Trust. The Sponsor shall have the right,
in its sole discretion, at any time after the Closing Date to elect to dissolve
the Trust pursuant to Article VIII hereof and to direct the Property Trustee to
take such action as shall be necessary to distribute the Debentures to the
Holders of the Securities in exchange for all of the Securities.

         SECTION 4.4 Direct Right of Action. Notwithstanding any provision of
this Declaration to the contrary, to the extent permitted by applicable law and
in accordance with the terms of the Securities, any Holder of Securities may
enforce directly against the Sponsor the obligation of the Sponsor under the
Indenture to duly and punctually pay the principal and interest when due under
the Debentures and the Sponsor irrevocably waives any right or remedy to require
that any such Holder take any action against the Trust or any other Person
before proceeding against the Sponsor.

                                    ARTICLE V
                                    TRUSTEES

         SECTION 5.1 Number of Trustees. The number of Trustees initially shall
be four (4), and:

         (a) at any time before the issuance of any Securities, the Sponsor may,
by written instrument, increase or decrease the number of Trustees; and

         (b) after the issuance of any Securities, the number of Trustees may be
increased or decreased by vote of the Holders of a Majority in Liquidation
Amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities or by written consent in lieu of such meeting;

provided that, if the Property Trustee also acts as Delaware Trustee, the number
of Trustees shall be at least three (3).

         SECTION 5.2 Delaware Trustee. If required by the Business Trust Act,
one Trustee (the "Delaware Trustee") shall be:

         (a) a natural person who is a resident of the State of Delaware; or

         (b) if not a natural person, an entity which has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
Section 3807(a) of the Business Trust Act;


                                       28

<PAGE>

provided that, if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall also be the Delaware Trustee, the Person
theretofore serving as Delaware Trustee (if other than the Property Trustee)
automatically shall cease to be a Trustee, the Property Trustee promptly shall
provide to the Person theretofore serving as Delaware Trustee written notice of
the same (in relying on which the Person theretofore serving as Delaware Trustee
shall be fully justified and protected), the number of Trustees automatically
shall be reduced by one (1), the Property Trustee promptly shall cause the
certificate of trust of the Trust to be amended as necessary, and Section 3.11
shall have no application.

         SECTION 5.3 Property Trustee; Eligibility.

         (a) There shall at all times be one Trustee acting as Property Trustee
which shall:

                  (i)      not be an Affiliate of the Sponsor; and

                  (ii)     be a corporation or trust company organized and doing
                           business under the laws of the United States of
                           America or any State or Territory thereof or of the
                           District of Columbia, or a corporation or other
                           Person permitted by the Commission to act as an
                           institutional trustee under the Trust Indenture Act,
                           authorized under such laws to exercise corporate
                           trust powers, having a combined capital and surplus
                           of at least 25 million U.S. dollars ($25,000,000),
                           and subject to supervision or examination by Federal,
                           State, Territorial or District of Columbia authority.
                           If such corporation or trust company publishes
                           reports of condition at least annually, pursuant to
                           law or to the requirements of the supervising or
                           examining authority referred to above, then for the
                           purposes of this Section 5.3(a)(ii), the combined
                           capital and surplus of such corporation shall be
                           deemed to be its combined capital and surplus as set
                           forth in its most recent report of condition so
                           published.

         (b) If at any time the Property Trustee shall cease to be eligible to
so act under Section 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.7(c).

         (c) If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
Obligor referred to in Section 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.

         (d) The Preferred Securities Guarantee shall be deemed to be
specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

         SECTION 5.4 Regular Trustees.


                                       29

<PAGE>

         (a) Except as expressly set forth in this Declaration and except if a
meeting of the Regular Trustees is called with respect to any matter over which
the Regular Trustees have power to act, any power of the Regular Trustees may be
exercised by, or with the consent of, any one such Regular Trustee.

         (b) Unless otherwise determined by the Regular Trustees, and except as
otherwise required by the Business Trust Act or applicable law, any one Regular
Trustee is authorized to execute on behalf of the Trust any documents which the
Regular Trustees have the power and authority to cause the Trust to execute
pursuant to Section 3.6; provided that the registration statement referred to in
Section 3.6, including any amendments thereto, shall be signed by a majority of
the Regular Trustees; and

         (c) A Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Regular Trustees
have power and authority to cause the Trust to execute pursuant to Section 3.6.

         SECTION 5.5 Certain Qualifications of Regular Trustees and Delaware
Trustee Generally. Each Regular Trustee and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural person
who is at least 21 years of age or a legal entity that shall act through one or
more Authorized Officers.

         SECTION 5.6 Initial Trustees. The initial Regular Trustees shall be:
____________ and ____________.


         The initial Property Trustee shall be: _________________.

         The initial Delaware Trustee shall be: ________________.

         SECTION 5.7 Appointment, Removal and Resignation of Trustees.

         (a) Subject to Section 5.7(b), the Trustees may be appointed or removed
without cause at any time:

                  (i)      until the issuance of any Securities, by written
                           instrument executed by the Sponsor; and

                  (ii)     after the issuance of any Securities, by vote of the
                           Holders of a Majority in Liquidation Amount of the
                           Common Securities voting as a class at a meeting of
                           the Holders of the Common Securities.

         (b) The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 5.7(a) until a successor Trustee possessing the
qualifications to act as Property Trustee under Section 5.3 (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Regular Trustees and the Sponsor. The Trustee that acts as Delaware Trustee
shall not be removed in accordance with Section 5.7(a) until a successor Trustee
possessing the qualifications to act as Delaware Trustee under Sections 5.2 and
5.5 (a "Successor Delaware Trustee") has been


                                       30

<PAGE>

appointed and has accepted such appointment by written instrument executed by
such Successor Delaware Trustee and delivered to the Regular Trustees and the
Sponsor.

         (c) A Trustee appointed to office shall hold office until his or its
successor shall have been appointed, until his death or its dissolution or until
his or its removal or resignation. Any Trustee may resign from office (without
need for prior or subsequent accounting) by an instrument in writing signed by
the Trustee and delivered to the Sponsor and the Trust, which resignation shall
take effect upon such delivery or upon such later date as is specified therein;
provided, however, that:

                  (i)      No such resignation of the Trustee that acts as the
                           Property Trustee shall be effective:

                           (A)      until a Successor Property Trustee has been
                                    appointed and has accepted such appointment
                                    by instrument executed by such Successor
                                    Property Trustee and delivered to the Trust,
                                    the Sponsor and the resigning Property
                                    Trustee; or

                           (B)      until the assets of the Trust have been
                                    completely liquidated and the proceeds
                                    thereof distributed to the holders of the
                                    Securities; and

                  (ii)     no such resignation of the Trustee that acts as the
                           Delaware Trustee shall be effective until a Successor
                           Delaware Trustee has been appointed and has accepted
                           such appointment by instrument executed by such
                           Successor Delaware Trustee and delivered to the
                           Trust, the Sponsor and the resigning Delaware
                           Trustee.

         (d) The Holders of the Common Securities shall use their best efforts
to promptly appoint a Successor Delaware Trustee or Successor Property Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.7.

         (e) If no Successor Property Trustee or Successor Delaware Trustee, as
the case may be, shall have been appointed and accepted appointment as provided
in this Section 5.7 within 60 days after delivery to the Sponsor and the Trust
of an instrument of resignation, the resigning Property Trustee or Delaware
Trustee, as applicable, may, at the expense of the Trust, petition any court of
competent jurisdiction for appointment of a Successor Property Trustee or
Successor Delaware Trustee, as applicable. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Property Trustee or Successor Delaware Trustee, as the case may be.

         (f) No Property Trustee or Delaware Trustee shall be personally liable
for the acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

         (g) Any successor to a Regular Trustee shall be an officer, director,
employer or affiliate of the Sponsor.


                                       31

<PAGE>

         SECTION 5.8 Vacancies among Trustees. If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 5.1 or Section 5.2, or if the number of Trustees is increased pursuant
to Section 5.1, a vacancy shall occur. A resolution certifying the existence of
such vacancy by the Regular Trustees or, if there are more than two, a majority
of the Regular Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance with
Section 5.7.

         SECTION 5.9 Effect of Vacancies. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul, dissolve or
terminate the Trust. Whenever a vacancy in the number of Regular Trustees shall
occur, until such vacancy is filled by the appointment of a Regular Trustee in
accordance with Section 5.7, the Regular Trustees in office, regardless of their
number, shall have all the powers granted to the Regular Trustees and shall
discharge all the duties imposed upon the Regular Trustees by this Declaration.

         SECTION 5.10 Meetings. If there is more than one Regular Trustee,
meetings of the Regular Trustees shall be held from time to time upon the call
of any Regular Trustee. Regular meetings of the Regular Trustees may be held at
a time and place fixed by resolution of the Regular Trustees. Notice of any
in-person meetings of the Regular Trustees shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 48 hours before such meeting. Notice of any telephonic
meetings of the Regular Trustees shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not
less than 24 hours before a meeting. Notices shall contain a brief statement of
the time, place and anticipated purposes of the meeting. The presence (whether
in person or by telephone) of a Regular Trustee at a meeting shall constitute a
waiver of notice of such meeting except where a Regular Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened.
Notwithstanding the foregoing, unless provided otherwise in this Declaration,
any action of the Regular Trustees may be authorized and taken by any one of the
Regular Trustees. In the event there is only one Regular Trustee, any and all
action of such Regular Trustee shall be evidenced by a written consent of such
Regular Trustee.

         SECTION 5.11 Delegation of Power.

         (a) Any Regular Trustee may, by power of attorney consistent with
applicable law, delegate to any natural person over the age of 21 his, her or
its power for the purpose of executing any documents contemplated in Section
3.6, including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing.

         (b) The Regular Trustees shall have power to delegate from time to time
to such of their number or to officers of the Trust the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Regular Trustees or otherwise as the Regular Trustees may deem expedient,
to the extent such delegation is not prohibited by applicable law or contrary to
the provisions of the Trust, as set forth herein.


                                       32

<PAGE>

         SECTION 5.12 Merger, Conversion, Consolidation or Succession to
Business. Any Person into which the Property Trustee or the Delaware Trustee, as
the case may be, may be merged or converted or with which either may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of the Property Trustee or the Delaware Trustee, as
the case may be, shall be the successor of the Property Trustee or the Delaware
Trustee, as the case may be, hereunder, provided such Person shall be otherwise
qualified and eligible under this Article without the execution or filing of any
paper or any further act on the part of any of the parties hereto.

                                   ARTICLE VI
                                  DISTRIBUTIONS

         SECTION 6.1 Distributions. Holders shall receive Distributions (as
defined herein) in accordance with the applicable terms of the relevant Holder's
Securities. Distributions shall be made on the Preferred Securities and the
Common Securities in accordance with the preferences set forth in their
respective terms. If and to the extent that the Debenture Issuer makes a payment
of interest, premium and/or principal on the Debentures held by the Property
Trustee (the amount of any such payment being a "Payment Amount"), the Property
Trustee shall and is directed, to the extent funds are available for that
purpose, to make a distribution (a "Distribution") of the Payment Amount to
Holders.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

         SECTION 7.1 General Provisions Regarding Securities.

         (a) The Regular Trustees shall on behalf of the Trust cause to be
issued one class of preferred securities (the "Preferred Securities")
representing undivided beneficial interests in the assets of the Trust having
such terms as are set forth in Annex I, as such Annex I may be amended from time
to time in accordance with the provisions of this Declaration and one class of
common securities (the "Common Securities") representing undivided beneficial
interests in the assets of the Trust having such terms as are set forth in Annex
I, as such Annex I may be amended from time to time in accordance with the
provisions of this Declaration. The Trust shall issue no securities or other
interests in the assets of the Trust other than the Preferred Securities and the
Common Securities.

         (b) The Certificates shall be signed on behalf of the Trust by a
Regular Trustee. Such signature shall be the manual or facsimile signature of
any present or any future Regular Trustee. In case any Regular Trustee of the
Trust who shall have signed any of the Certificates shall cease to be such
Regular Trustee before the Certificates so signed shall be delivered by the
Trust, such Certificates nevertheless may be delivered as though the person who
signed such Certificate had not ceased to be such Regular Trustee; and any
Certificate may be signed on behalf of the Trust by such persons who, at the
actual date of execution of such Certificate, shall be the Regular Trustees of
the Trust, although at the date of the execution and delivery of the Declaration
any such person was not such a Regular Trustee. Certificates shall be printed,
lithographed or


                                       33

<PAGE>
engraved or may be produced in any other manner as is reasonably acceptable to
the Regular Trustees, as evidenced by their execution thereof, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements as the Regular Trustees may deem appropriate, or as may
be required to comply with any law or with any rule or regulation of any stock
exchange on which Securities may be listed, or to conform to usage.

         (c) A Certificate shall not be valid until authenticated by the manual
signature of the Property Trustee or an authenticating agent. The signature
shall be conclusive evidence that the Certificate has been authenticated under
this Declaration. The Property Trustee shall at any time, and from time to time,
authenticate Certificates for original issue upon receipt by the Property
Trustee of a written order of the Trust signed by a Regular Trustee (a "Trust
Order"). Such Trust Order may authorize authentication and delivery pursuant to
oral or electronic instructions from a Regular Trustee, which oral instructions
shall be promptly confirmed in writing. Each Certificate shall be dated the date
of its authentication unless otherwise provided by a Trust Order. The Property
Trustee shall have the right to decline to authenticate and deliver any
Certificates: (a) if the Property Trustee, being advised by counsel, determines
that such action may not lawfully be taken; or (b) if the Property Trustee in
good faith by its board of directors or trustees, executive committee or trust
committee of directors and/or vice-presidents shall determine that such action
would expose the Property Trustee to personal liability to Holders of any
Securities. The Property Trustee may appoint an authenticating agent acceptable
to the Trust to authenticate Certificates. An authenticating agent may
authenticate Certificates whenever the Property Trustee may do so. Each
reference in this Declaration to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as any
registrar, paying agent or service agent to deal with the Trust.

         (d) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

         (e) Upon issuance of the Securities as provided in this Declaration,
the Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable and shall not be subject to any preferential subscription or
pre-emptive rights (subject to Section 10.1(b) with respect to the Common
Securities).

         (f) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Declaration,
shall be deemed to have expressly assented and agreed to the terms of, and shall
be bound by, this Declaration and the terms of the Securities, the Preferred
Securities Guarantee, the Indenture and the Debentures.

         SECTION 7.2 Over-Allotment Option.

         (a) The Sponsor, on behalf of the Trust, may grant to the underwriters
or initial purchasers who are underwriting or purchasing, as the case may be,
any series of Preferred Securities, an option (the "Option") to purchase an
additional liquidation amount of such series of Preferred Securities on the
terms and conditions specified in the underwriting agreement or


                                       34

<PAGE>

purchase agreement, as the case may be, relating to such Preferred Securities;
provided, however, the Option may only be granted if the following conditions
are satisfied:

                  (i)      the Option, if exercised, may not result in the issue
                           and sale of an aggregate liquidation amount of
                           Preferred Securities greater than that registered by
                           the Sponsor and the Trust on the applicable
                           registration statement or registration statements
                           (including by a registration statement filed under
                           Rule 462(b) under the Securities Act, if any), as the
                           case may be, with the Commission under the Securities
                           Act;

                  (ii)     the Option must result, if exercised, in the issuance
                           and sale of Preferred Securities to such underwriters
                           or initial purchasers, as the case may be, and the
                           issuance and sale of Common Securities to the Sponsor
                           on a Pro Rata basis and not in contravention of any
                           other provision of this Agreement or the Business
                           Trust Act, consistent with Section 4.1; and

                  (iii)    the Preferred Securities and the Common Securities
                           issued and sold subject to the exercise of the
                           Option, if any, must be of the same series and must
                           bear the same CUSIP numbers as the series of
                           Preferred Securities and the Common Securities,
                           respectively, which were initially issued and sold by
                           the Trust and the Sponsor, respectively.

         (b) With respect to any issuance of Preferred Securities and Common
Securities following the exercise of the Option,

                  (i)      the designation the "__% Trust Preferred Securities"
                           and, for all purposes under this Declaration, the
                           defined term the "Preferred Securities" shall mean
                           both the Preferred Securities issued initially
                           hereunder and any Preferred Securities issued
                           pursuant to the exercise of the Option; and

                  (ii)     the designation the "__% Trust Common Securities"
                           and, for all purposes under this Declaration, the
                           defined term the "Common Securities" shall mean both
                           the Common Securities issued initially hereunder and
                           any Common Securities issued pursuant to the
                           requirement of Section 7.2(a)(ii) regarding the
                           additional issuance of Common Securities on a Pro
                           Rata basis if the Option is exercised.

         (c) If the Option set forth in Section 7.2(a) is exercised on a date
other than the initial Closing Date, then the parties to the Declaration shall
cause there to occur a second closing for the consummation of the sale of the
Preferred Securities and Common Securities under substantially the same
conditions that applied to the initial closing of the sale of such securities,
including the following:

                  (i)      the execution and delivery of a second Preferred
                           Security Certificate, or such additional Preferred
                           Security Certificates, as appropriate, which is, or
                           are, as the case may be, substantially identical in
                           all respects to the Preferred Security Certificate
                           issued initially; and


                                       35

<PAGE>

                  (ii)     the execution and delivery of a second Common
                           Security Certificate, or such additional Common
                           Security Certificates, as appropriate, which is, or
                           are, as the case may be, substantially identical in
                           all relevant respects to the Common Security
                           Certificate issued initially.

         SECTION 7.3 Cancellation. The Trust at any time may deliver Securities
to the Property Trustee for cancellation. The Paying Agent shall forward to the
Property Trustee any Securities surrendered to them for registration of
transfer, exchange or payment. The Property Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and
shall destroy such canceled Securities (subject to the record retention
requirement of the Exchange Act) and deliver a certificate of such destruction
to the Trust, unless the Trust otherwise directs. The Trust may not issue new
Securities to replace Securities that it has paid or delivered to the Property
Trustee for cancellation.

                                  ARTICLE VIII
                              TERMINATION OF TRUST

         SECTION 8.1 Termination of Trust.

         (a) The Trust shall dissolve upon the earliest of:

                  (i)      the bankruptcy of the Holder of the Common Securities
                           or the Sponsor;

                  (ii)     the filing of a certificate of dissolution or its
                           equivalent with respect to the Holder of the Common
                           Securities or the Sponsor; the filing of a
                           certificate of cancellation with respect to the Trust
                           or the revocation of the Holder of the Common
                           Securities' or the Sponsor's charter and the
                           expiration of 90 days after the date of revocation
                           without a reinstatement thereof;

                  (iii)    upon the entry of a decree of judicial dissolution of
                           the Holder of the Common Securities, the Sponsor or
                           the Trust;

                  (iv)     when all of the Securities shall have been called for
                           redemption and the amounts necessary for redemption
                           thereof shall have been paid to the Holders in
                           accordance with the terms of the Securities;

                  (v)      the occurrence and continuation of a Special Event
                           pursuant to which the Trust shall have been dissolved
                           in accordance with the terms of the Securities and
                           all of the Debentures shall have been distributed to
                           the Holders of Securities in exchange for all of the
                           Securities;

                  (vi)     before the issuance of any Securities, when all of
                           the Regular Trustees and the Sponsor shall have
                           consented to dissolution of the Trust; or

                  (vii)    the distribution of the Debentures from the Trust to
                           the Holders of Securities in exchange for all of the
                           Securities and in liquidation of the Trust.


                                       36

<PAGE>

         (b) As soon as is practicable after the occurrence of an event referred
to in Section 8.1(a) and payment or making of reasonable provision for payment
of all liabilities of the Trust upon completion of the winding up of the Trust,
the Property Trustee shall execute and file a certificate of cancellation with
the Secretary of State of the State of Delaware and thereupon the Trust shall
terminate.

         (c) The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX
                             TRANSFER OF INTERESTS

         SECTION 9.1 Transfer of Securities.

         (a) Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

         (b) Subject to this Article IX, Preferred Securities shall be freely
transferable.

         (c) Subject to this Article IX, the Sponsor and any Related Party may
only transfer Common Securities to the Sponsor or a Related Party of the
Sponsor; provided that, any such transfer is subject to the condition precedent
that the transferor obtain the written opinion of qualified independent counsel
experienced in such matters that such transfer would not cause more than an
insubstantial risk that:

                  (i)      the Trust would not be classified for United States
                           federal income tax purposes as a grantor trust and
                           each Holder of Securities would not be treated as
                           owning an undivided beneficial interest in the
                           Debentures; and

                  (ii)     the Trust would be an Investment Company or the
                           transferee would become an Investment Company.

         SECTION 9.2 Transfer and Exchange of Certificates. The Regular Trustees
shall provide for the registration of Certificates and of transfers or exchanges
of Certificates, which will be effected without charge but only upon payment
(with such indemnity as the Regular Trustees may require) in respect of any tax
or other government charges that may be imposed in relation to it. Upon
surrender for registration of transfer of any Certificate, the Regular Trustees
shall cause one or more new Certificates to be issued in the name of the
designated transferee or transferees. Upon surrender for exchange of any
Certificate, the Regular Trustees shall cause one or more new Certificates in
the same aggregate liquidation amount as the Certificate surrendered for
exchange to be issued in the name of the Holder of the Certificate so
surrendered. Every Certificate surrendered for registration of transfer or for
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Regular Trustees duly executed by the Holder or such
Holder's attorney duly authorized in writing. Each Certificate surrendered for
registration of transfer or for exchange shall be canceled by the Regular
Trustees. A transferee of a Certificate shall be entitled to the rights and
subject to the obligations of a


                                       37

<PAGE>
Holder hereunder upon the receipt by such transferee of a Certificate. By
acceptance of a Certificate, each transferee shall be deemed to have agreed to
be bound by this Declaration.

         SECTION 9.3 Deemed Security Holders. The Trustees may treat the Person
in whose name any Certificate shall be registered on the books and records of
the Trust as the sole holder of such Certificate and of the Securities
represented by such Certificate for purposes of receiving Distributions and for
all other purposes whatsoever and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such Certificate or in the
Securities represented by such Certificate on the part of any Person, whether or
not the Trust shall have actual or other notice thereof.

         SECTION 9.4 Book Entry Interests. Unless otherwise specified in the
terms of the Preferred Securities, the Preferred Securities Certificates, on
original issuance, will be issued in the form of one or more fully registered,
global Preferred Security Certificates (each, a "Global Certificate"), to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust.
Such Global Certificates shall initially be registered on the books and records
of the Trust in the name of Cede & Co., the nominee of DTC, and no Preferred
Security Beneficial Owner will receive a definitive Preferred Security
Certificate representing such Preferred Security Beneficial Owner's interests in
such Global Certificates, except as provided in Section 9.7. Unless and until
definitive, fully registered Preferred Security Certificates (the "Definitive
Preferred Security Certificates") have been issued to the Preferred Security
Beneficial Owners pursuant to Section 9.7:

         (a) the provisions of this Section 9.4 shall be in full force and
effect;

         (b) the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of the Preferred Securities and the sole
holder of the Global Certificates and shall have no obligation to the Preferred
Security Beneficial Owners;

         (c) to the extent that the provisions of this Section 9.4 conflict with
any other provisions of this Declaration, the provisions of this Section 9.4
shall control; and

         (d) the rights of the Preferred Security Beneficial Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Preferred Security Beneficial
Owners and the Clearing Agency and/or the Clearing Agency Participants. DTC will
make book entry transfers among the Clearing Agency Participants and receive and
transmit payments of Distributions on the Global Certificates to such Clearing
Agency Participants.

         SECTION 9.5 Notices to Clearing Agency. Whenever a notice or other
communication to the Preferred Security Holders is required under this
Declaration, unless and until Definitive Preferred Security Certificates shall
have been issued to the Preferred Security Beneficial Owners pursuant to Section
9.7, the Regular Trustees or the Property Trustee, if the Property Trustee is
specifically required to give such notice, shall give all such notices and


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<PAGE>
communications specified herein to be given to the Preferred Security Holders to
the Clearing Agency, and shall have no notice obligations to the Preferred
Security Beneficial Owners.

         SECTION 9.6 Appointment of Successor Clearing Agency. If any Clearing
Agency elects to discontinue its services as securities depository with respect
to the Preferred Securities or if the Regular Trustees elect to have another
Clearing Agency serve as securities depository with respect to the Preferred
Securities, the Regular Trustees may, in their sole discretion, appoint a
successor Clearing Agency with respect to such Preferred Securities.

         SECTION 9.7 Definitive Preferred Security Certificates. If:

         (a) a Clearing Agency elects to discontinue its services as securities
depository with respect to the Preferred Securities and a successor Clearing
Agency is not appointed within 90 days after such discontinuance pursuant to
Section 9.6; or

         (b) the Regular Trustees elect after consultation with the Sponsor to
terminate the book entry system through the Clearing Agency with respect to the
Preferred Securities, then:

                  (i)      Definitive Preferred Security Certificates shall be
                           prepared by the Regular Trustees on behalf of the
                           Trust with respect to such Preferred Securities; and

                  (ii)     upon surrender of the Global Certificates by the
                           Clearing Agency, accompanied by registration
                           instructions, the Regular Trustees shall cause
                           Definitive Preferred Security Certificates to be
                           delivered to the Preferred Security Beneficial Owners
                           in accordance with the instructions of the Clearing
                           Agency. Neither the Trustees nor the Trust shall be
                           liable for any delay in delivery of such instructions
                           and each of them may conclusively rely on, and shall
                           be protected in relying on, said instructions of the
                           Clearing Agency. The Definitive Preferred Security
                           Certificates shall be printed, lithographed or
                           engraved or may be produced in any other manner as is
                           reasonably acceptable to the Regular Trustees, as
                           evidenced by their execution thereof, and may have
                           such letters, numbers or other marks of
                           identification or designation and such legends or
                           endorsements as the Regular Trustees may deem
                           appropriate, or as may be required to comply with any
                           law or with any rule or regulation made pursuant
                           thereto or with any rule or regulation of any stock
                           exchange on which Preferred Securities may be listed,
                           or to conform to usage.

         SECTION 9.8 Mutilated, Destroyed, Lost or Stolen Certificates. If:


         (a) any mutilated Certificates should be surrendered to the Regular
Trustees, or if the Regular Trustees shall receive evidence to their
satisfaction of the destruction, loss or theft of any Certificate; and

         (b) there shall be delivered to the Regular Trustees such security or
indemnity as may be required by them to keep each of them, the Sponsor and the
Trust harmless, then, in the absence of notice that such Certificate shall have
been acquired by a protected purchaser, any Regular


                                       39

<PAGE>

Trustee on behalf of the Trust shall execute and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like denomination. In connection with the issuance of any new
Certificate under this Section 9.8, the Regular Trustees may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Certificate issued pursuant to
this Section shall constitute conclusive evidence of an ownership interest in
the relevant Securities, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.

                                    ARTICLE X
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

         SECTION 10.1 Liability.

         (a) Except as expressly set forth in this Declaration, the Debentures,
the Preferred Securities Guarantee and the terms of the Securities, the Sponsor
shall not be:

                  (i)      personally liable for the return of any portion of
                           the capital contributions (or any return thereon) of
                           the Holders of the Securities which shall be made
                           solely from assets of the Trust; and

                  (ii)     be required to pay to the Trust or to any Holder of
                           Securities any deficit upon dissolution of the Trust
                           or otherwise.

         (b) The Sponsor shall be liable for all of the fees, costs, expenses,
debts and obligations of the Trust (other than with respect to the Securities)
to the extent not satisfied out of the Trust's assets.

         (c) Pursuant to Section 3803(a) of the Business Trust Act, the Holders
of the Preferred Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

         SECTION 10.2 Exculpation.

         (a) No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Declaration or by law, except that
an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (ordinary
negligence in the case of the Property Trustee) or willful misconduct with
respect to such acts or omissions.

         (b) An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such


                                       40

<PAGE>
other Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses or any other facts pertinent to the existence and amount of
assets from which Distributions to Holders of Securities might properly be paid.

         SECTION 10.3 Fiduciary Duty.

         (a) To the extent that, at law or in equity, an Indemnified Person has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any Covered Person, an Indemnified Person acting under this
Declaration shall not be liable to the Trust or to any Covered Person for its
good faith reliance on the provisions of this Declaration. The provisions of
this Declaration, to the extent that they restrict the duties and liabilities of
an Indemnified Person otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture Act), are
agreed by the parties hereto to replace such other duties and liabilities of
such Indemnified Person.

         (b) Unless otherwise expressly provided herein:

                  (i)      whenever a conflict of interest exists or arises
                           between any Covered Persons; or

                  (ii)     whenever this Declaration or any other agreement
                           contemplated herein or therein provides that an
                           Indemnified Person shall act in a manner that is, or
                           provides terms that are, fair and reasonable to the
                           Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Declaration or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise; and

         (c) Whenever in this Declaration an Indemnified Person is permitted or
required to make a decision:

                  (i)      in its "discretion" or under a grant of similar
                           authority, the Indemnified Person shall be entitled
                           to consider such interests and factors as it desires,
                           including its own interests, and shall have no duty
                           or obligation to give any consideration to any
                           interest of or factors affecting the Trust or any
                           other Person; or

                  (ii)     in its "good faith" or under another express
                           standard, the Indemnified Person shall act under such
                           express standard and shall not be subject to


                                       41

<PAGE>
                           any other or different standard imposed by this
                           Declaration or by applicable law.

         SECTION 10.4 Indemnification and Compensation.

         (a) The Sponsor shall indemnify, to the fullest extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Trust) by reason of the fact that he is or was a
Company Indemnified Person against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the Company Indemnified Person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

                  (ii)     The Sponsor shall indemnify, to the fullest extent
                           permitted by law, any Company Indemnified Person who
                           was or is a party or is threatened to be made a party
                           to any threatened, pending or completed action or
                           suit by or in the right of the Trust to procure a
                           judgment in its favor by reason of the fact that he
                           is or was a Company Indemnified Person against
                           expenses (including attorneys' fees) actually and
                           reasonably incurred by him in connection with the
                           defense or settlement of such action or suit if he
                           acted in good faith and in a manner he reasonably
                           believed to be in or not opposed to the best
                           interests of the Trust and except that no such
                           indemnification shall be made in respect of any
                           claim, issue or matter as to which such Company
                           Indemnified Person shall have been adjudged to be
                           liable to the Trust unless and only to the extent
                           that the Court of Chancery of Delaware or the court
                           in which such action or suit was brought shall
                           determine upon application that, despite the
                           adjudication of liability but in view of all the
                           circumstances of the case, such person is fairly and
                           reasonably entitled to indemnity for such expenses
                           which such Court of Chancery or such other court
                           shall deem proper.

                  (iii)    Any indemnification under paragraphs (i) and (ii) of
                           this Section 10.4(a) (unless ordered by a court)
                           shall be made by the Sponsor only as authorized in
                           the specific case upon a determination that
                           indemnification of the Company Indemnified Person is
                           proper in the circumstances because he has met the
                           applicable standard of conduct set forth in
                           paragraphs (i) and (ii). Such determination shall be
                           made (1) by the Regular Trustees by a majority vote
                           of a quorum consisting of such Regular Trustees who
                           were not parties to such action, suit or proceeding,
                           (2) if such a quorum is not obtainable, or, even if
                           obtainable, if a quorum


                                       42

<PAGE>

                           of disinterested Regular Trustees so directs, by
                           independent legal counsel in a written opinion or (3)
                           by the Common Security Holder of the Trust.

                  (iv)     Expenses (including attorneys' fees) incurred by a
                           Company Indemnified Person in defending a civil,
                           criminal, administrative or investigative action,
                           suit or proceeding referred to in paragraphs (i) and
                           (ii) of this Section 10.4(a) shall be paid by the
                           Sponsor in advance of the final disposition of such
                           action, suit or proceeding upon receipt of an
                           undertaking by or on behalf of such Company
                           Indemnified Person to repay such amount if it shall
                           ultimately be determined that he is not entitled to
                           be indemnified by the Sponsor as authorized in this
                           Section 10.4(a). Notwithstanding the foregoing, no
                           advance shall be made by the Sponsor if a
                           determination is reasonably and promptly made (i) by
                           the Regular Trustees by a majority vote of a quorum
                           of disinterested Regular Trustees, (ii) if such a
                           quorum is not obtainable, or, even if obtainable, if
                           a quorum of disinterested Regular Trustees so
                           directs, by independent legal counsel in a written
                           opinion or (iii) the Common Security Holder of the
                           Trust, that, based upon the facts known to the
                           Regular Trustees, counsel or the Common Security
                           Holder at the time such determination is made, such
                           Company Indemnified Person acted in bad faith or in a
                           manner that such person did not believe to be in or
                           not opposed to the best interests of the Trust, or,
                           with respect to any criminal proceeding, that such
                           Company Indemnified Person believed or had reasonable
                           cause to believe his conduct was unlawful. In no
                           event shall any advance be made in instances where
                           the Regular Trustees, independent legal counsel or
                           Common Security Holder reasonably determine that such
                           person deliberately breached his duty to the Trust or
                           its Common or Preferred Security Holders.

                  (v)      The indemnification and advancement of expenses
                           provided by, or granted pursuant to, the other
                           paragraphs of this Section 10.4(a) shall not be
                           deemed exclusive of any other rights to which those
                           seeking indemnification and advancement of expenses
                           may be entitled under any agreement, vote of
                           stockholders or disinterested directors of the
                           Debenture Issuer or Preferred Security Holders of the
                           Trust or otherwise, both as to action in his official
                           capacity and as to action in another capacity while
                           holding such office. All rights to indemnification
                           under this Section 10.4(a) shall be deemed to be
                           provided by a contract between the Debenture Issuer
                           and each Company Indemnified Person who serves in
                           such capacity at any time while this Section 10.4(a)
                           is in effect. Any repeal or modification of this
                           Section 10.4(a) shall not affect any rights or
                           obligations then existing.

                  (vi)     The Debenture Issuer or the Trust may purchase and
                           maintain insurance on behalf of any person who is or
                           was a Company Indemnified Person against any
                           liability asserted against him and incurred by him in
                           any such capacity, or arising out of his status as
                           such, whether or not the Debenture


                                       43
<PAGE>
                           Issuer would have the power to indemnify him against
                           such liability under the provisions of this Section
                           10.4(a).

                  (vii)    For purposes of this Section 10.4(a), references to
                           "the Trust" shall include, in addition to the
                           resulting or surviving entity, any constituent entity
                           (including any constituent of a constituent) absorbed
                           in a consolidation or merger, so that any person who
                           is or was a director, trustee, officer or employee of
                           such constituent entity, or is or was serving at the
                           request of such constituent entity as a director,
                           trustee, member, partner, officer, employee or agent
                           of another entity, shall stand in the same position
                           under the provisions of this Section 10.4(a) with
                           respect to the resulting or surviving entity as he
                           would have with respect to such constituent entity if
                           its separate existence had continued.

                  (viii)   The indemnification and advancement of expenses
                           provided by, or granted pursuant to, this Section
                           10.4(a) shall, unless otherwise provided when
                           authorized or ratified, continue as to a person who
                           has ceased to be a Company Indemnified Person and
                           shall inure to the benefit of the heirs, executors
                           and administrators of such a person. The obligation
                           to indemnify as set forth in this Section 10.4(a)
                           shall survive the satisfaction and discharge of this
                           Declaration.

         (b) The Debenture Issuer agrees to indemnify the (i) Property Trustee,
(ii) the Trust Company and the Delaware Trustee, (iii) any Affiliate of the
Property Trustee, the Trust Company and the Delaware Trustee and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee, the
Trust Company and the Delaware Trustee (each of the Persons in (i) through (iv)
being referred to as a "Fiduciary Indemnified Person") for, and to hold each
Fiduciary Indemnified Person harmless against, any loss, liability or expense
incurred without negligence (or in the case of the Trust Company or the Delaware
Trustee, gross negligence) or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder or the performance hereof or exercise of its rights hereunder,
including the costs and expenses (including reasonable legal fees and expenses)
of defending itself against or investigating any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The obligation to indemnify as set forth in this Section 10.4(b)
shall survive the satisfaction and discharge of this Declaration and the
resignation or removal as Trustee of any Fiduciary Indemnified Person.

         (c) The Debenture Issuer shall pay to the Property Trustee from time to
time such reasonable compensation for its services as the Company and the
Property Trustee shall agree in writing from time to time. The Property
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Debenture Issuer agrees to indemnify and defend
the Property Trustee, the Trust Company and the Delaware Trustee and their
respective directors, officers, employees or agents for, and to hold each of
them harmless against, any loss, liability or expense incurred without
negligence (or in the case of the Trust Company or the Delaware Trustee, gross
negligence) or bad faith on the part of the Property Trustee, the Trust Company,
the Delaware Trustee or such other Person, as the case may be, arising out of or
in


                                       44

<PAGE>
connection with the acceptance or administration of the Trust or the performance
hereof or exercise of rights hereunder, including the costs and expenses
(including reasonable legal fees) of defending either of them against or
investigating any claim or liability in connection with the exercise of
performance of any of their respective powers or duties hereunder; the
provisions of this Section 10.4(c) shall survive the resignation or removal of
the Delaware Trustee or the Property Trustee or the termination of this
Declaration.

         SECTION 10.5 Outside Businesses. Any Covered Person, the Sponsor, the
Trust Company, the Delaware Trustee, the Regular Trustees and the Property
Trustee may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Trust, and the Trust and the Holders of Securities shall
have no rights by virtue of this Declaration in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. No Covered Person, the Sponsor, the Trust Company, the Delaware
Trustee, the Regular Trustees or the Property Trustee shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and any Covered Person, the Sponsor, the Trust Company, the Delaware
Trustee, the Regular Trustees and the Property Trustee shall have the right to
take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Trust Company, the Delaware Trustee, the Regular Trustees
and the Property Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as
depository for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

         SECTION 11.1 Fiscal Year. The fiscal year ("Fiscal Year") of the Trust
shall be the calendar year, or such other year as is required by the Code.

         SECTION 11.2 Certain Accounting Matters.

         (a) At all times during the existence of the Trust, the Regular
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles. The
Trust shall use the accrual method of accounting for United States federal
income tax purposes. The books of account and the records of the Trust shall be
examined by and reported upon as of the end of each Fiscal Year of the Trust by
a firm of independent certified public accountants selected by the Regular
Trustees.

         (b) The Regular Trustees shall cause to be duly prepared and delivered
to each of the Holders of Securities, any annual United States federal income
tax information statement, required by the Code, containing such information
with regard to the Securities held by each Holder as is required by the Code and
the Treasury Regulations. Notwithstanding any right


                                       45

<PAGE>
under the Code to deliver any such statement at a later date, the Regular
Trustees shall endeavor to deliver all such statements within 30 days after the
end of each Fiscal Year of the Trust.

         (c) The Regular Trustees shall cause to be duly prepared and filed with
the appropriate taxing authority, an annual United States federal income tax
return, on a Form 1041 or such other form required by United States federal
income tax law, and any other annual income tax returns required to be filed by
the Regular Trustees on behalf of the Trust with any state or local taxing
authority.

         SECTION 11.3 Banking. The Trust shall maintain one or more bank
accounts in the name and for the sole benefit of the Trust; provided, however,
that all payments of funds in respect of the Debentures held by the Property
Trustee shall be made directly to the Property Trustee Account and no other
funds of the Trust shall be deposited in the Property Trustee Account. The sole
signatories for such accounts shall be designated by the Regular Trustees;
provided, however, that the Property Trustee shall designate the signatories for
the Property Trustee Account.

         SECTION 11.4 Withholding. The Trust and the Regular Trustees shall
comply with all withholding requirements under United States federal, state and
local law. The Trust shall request, and the Holders shall provide to the Trust,
such forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms as
shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations. The Regular Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any authority
with respect to distributions or allocations to any Holder, the amount withheld
shall be deemed to be a distribution in the amount of the withholding to the
Holder. In the event of any claim over withholding, Holders shall be limited to
an action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding. To the extent the
Property Trustee performs the functions provided for in this section, the
Regular Trustees shall direct the Property Trustee in carrying out such
functions.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

         SECTION 12.1 Amendments. Except as otherwise provided in this
Declaration or by any applicable terms of the Securities:

         (a) this Declaration may only be amended by:

                  (i)      a written instrument approved and executed by the
                           Regular Trustees (or, if there are more than two
                           Regular Trustees, a majority of the Regular
                           Trustees);

                  (ii)     the Property Trustee if the amendment affects the
                           rights, powers, duties, obligations or immunities of
                           the Property Trustee; and


                                       46

<PAGE>


                  (iii)    the Person serving as Delaware Trustee if the
                           amendment affects the rights, powers, duties,
                           obligations, privileges, protections, benefits,
                           indemnities or immunities of the Delaware Trustee or
                           Trust Company;

         (b) no amendment shall be made, and any such purported amendment shall
be void and ineffective:

                  (i)      unless, in the case of any proposed amendment, the
                           Property Trustee shall have first received an
                           Officers' Certificate from each of the Trust and the
                           Sponsor that such amendment is permitted by, and
                           conforms to, the terms of this Declaration (including
                           the terms of the Securities);

                  (ii)     unless, in the case of any proposed amendment which
                           affects the rights, powers, duties, obligations or
                           immunities of the Property Trustee, the Property
                           Trustee shall have first received:

                           (A)      an Officers' Certificate from each of the
                                    Trust and the Sponsor that such amendment is
                                    permitted by, and conforms to, the terms of
                                    this Declaration (including the terms of the
                                    Securities); and

                           (B)      an opinion of counsel (who may be counsel to
                                    the Sponsor or the Trust) that such
                                    amendment is permitted by, and conforms to,
                                    the terms of this Declaration (including the
                                    terms of the Securities); and

                  (iii)    to the extent the result of such amendment would be
                           to:

                           (A)      cause the Trust to fail to continue to be
                                    classified for purposes of United States
                                    federal income taxation as a grantor trust;

                           (B)      reduce or otherwise adversely affect the
                                    powers of the Property Trustee in
                                    contravention of the Trust Indenture Act;

                           (C)      cause the Trust to be deemed to be an
                                    Investment Company required to be registered
                                    under the Investment Company Act; or

                           (D)      cause a Tax Event.

         (c) subject to Section 12.1(g), at such time after the Trust has issued
any Securities that remain outstanding, any amendment that would adversely
affect the rights, privileges or preferences of any Holder of Securities may be
effected only with such additional requirements as may be set forth in the terms
of such Securities;

         (d) Section 9.1(c) and this Section 12.1 shall not be amended without
the consent of all of the Holders of the Securities;

         (e) Article IV shall not be amended without the consent of the Holders
of a Majority in Liquidation Amount of the Common Securities;


                                       47
<PAGE>

         (f) the rights of the Holders of the Common Securities under Article V
to increase or decrease the number of, and appoint and remove Trustees shall not
be amended without the consent of the Holders of a Majority in Liquidation
Amount of the Common Securities; and

         (g) notwithstanding Section 12.1(c), this Declaration may be amended
without the consent of the Holders of the Securities to:

                  (i)      cure any ambiguity;

                  (ii)     correct or supplement any provision in this
                           Declaration that may be defective or inconsistent
                           with any other provision of this Declaration;

                  (iii)    add to the covenants, restrictions or obligations of
                           the Sponsor;

                  (iv)     to conform to any change in Rule 3a-5 or written
                           change in interpretation or application of Rule 3a-5
                           by any legislative body, court, government agency or
                           regulatory authority which amendment does not have a
                           material adverse effect on the rights, preferences or
                           privileges of the Holders; and

                  (v)      to modify, eliminate and add to any provision of this
                           Declaration, provided such modification, elimination
                           or addition would not adversely affect the rights,
                           privileges or preferences of any Holder of the
                           Securities.

         SECTION 12.2 Meetings of the Holders of Securities; Action by Written
Consent.

         (a) Meetings of the Holders of any class of Securities may be called at
any time by the Regular Trustees (or as provided in the terms of the Securities)
to consider and act on any matter on which Holders of such class of Securities
are entitled to act under the terms of this Declaration, the terms of the
Securities or the rules of any stock exchange on which the Preferred Securities
are listed or admitted for trading. The Regular Trustees shall call a meeting of
the Holders of such class if directed to do so by the Holders of at least 10% in
Liquidation Amount of such class of Securities. Such direction shall be given by
delivering to the Regular Trustees one or more calls in a writing stating that
the signing Holders of Securities wish to call a meeting and indicating the
general or specific purpose for which the meeting is to be called. Any Holders
of Securities calling a meeting shall specify in writing the Certificates held
by the Holders of Securities exercising the right to call a meeting and only
those Securities specified shall be counted for purposes of determining whether
the required percentage set forth in the second sentence of this paragraph has
been met.

         (b) Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

                  (i)      notice of any such meeting shall be given to all the
                           Holders of Securities having a right to vote thereat
                           at least 7 days and not more than 60 days before the
                           date of such meeting. Whenever a vote, consent or
                           approval of the Holders of Securities is permitted or
                           required under this Declaration or the rules of any
                           stock exchange on which the Preferred Securities are
                           listed or admitted for trading, such vote, consent or
                           approval may be given


                                       48
<PAGE>

                           at a meeting of the Holders of Securities. Any action
                           that may be taken at a meeting of the Holders of
                           Securities may be taken without a meeting if a
                           consent in writing setting forth the action so taken
                           is signed by the Holders of Securities owning not
                           less than the minimum amount of Securities in
                           liquidation amount that would be necessary to
                           authorize or take such action at a meeting at which
                           all Holders of Securities having a right to vote
                           thereon were present and voting. Prompt notice of the
                           taking of action without a meeting shall be given to
                           the Holders of Securities entitled to vote who have
                           not consented in writing. The Regular Trustees may
                           specify that any written ballot submitted to the
                           Security Holders for the purpose of taking any action
                           without a meeting shall be returned to the Trust
                           within the time specified by the Regular Trustees;

                  (ii)     each Holder of a Security may authorize any Person to
                           act for it by proxy on all matters in which a Holder
                           of Securities is entitled to participate, including
                           waiving notice of any meeting, or voting or
                           participating at a meeting. No proxy shall be valid
                           after the expiration of 11 months from the date
                           thereof unless otherwise provided in the proxy. Every
                           proxy shall be revocable at the pleasure of the
                           Holder of Securities executing such proxy. Except as
                           otherwise provided herein, all matters relating to
                           the giving, voting or validity of proxies shall be
                           governed by the General Corporation Law of the State
                           of Delaware relating to proxies, and judicial
                           interpretations thereunder, as if the Trust were a
                           Delaware corporation and the Holders of the
                           Securities were stockholders of a Delaware
                           corporation;

                  (iii)    each meeting of the Holders of the Securities shall
                           be conducted by the Regular Trustees or by such other
                           Person that the Regular Trustees may designate; and

                  (iv)     unless the Business Trust Act, this Declaration, the
                           terms of the Securities, the Trust Indenture Act or
                           the listing rules of any stock exchange on which the
                           Preferred Securities are then listed for trading,
                           otherwise provides, the Regular Trustees, in their
                           sole discretion, shall establish all other provisions
                           relating to meetings of Holders of Securities,
                           including notice of the time, place or purpose of any
                           meeting at which any matter is to be voted on by any
                           Holders of Securities, waiver of any such notice,
                           action by consent without a meeting, the
                           establishment of a record date, quorum requirements,
                           voting in person or by proxy or any other matter with
                           respect to the exercise of any such right to vote.

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

         SECTION 13.1 Representations and Warranties of the Property Trustee.
The Trustee that acts as initial Property Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration, and each Successor
Property Trustee represents and


                                       49

<PAGE>

warrants to the Trust and the Sponsor at the time of the Successor Property
Trustee's acceptance of its appointment as Property Trustee that:

         (a) the Property Trustee is a corporation, trust company or national
banking association, duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization, with trust
power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;

         (b) the Property Trustee satisfies the requirements set forth in
Section 5.3(a);

         (c) the execution, delivery and performance by the Property Trustee of
this Declaration has been duly authorized by all necessary corporate action on
the part of the Property Trustee. This Declaration has been duly executed and
delivered by the Property Trustee, and it constitutes a legal, valid and binding
obligation of the Property Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

         (d) the execution, delivery and performance of this Declaration by the
Property Trustee does not conflict with or constitute a breach of the articles
of association or incorporation, as the case may be, or the by-laws (or other
similar organizational documents) of the Property Trustee;

         (e) no consent, approval or authorization of, or registration with or
notice to, any Federal banking authority is required for the execution, delivery
or performance by the Property Trustee of this Declaration.

         SECTION 13.2 Representations and Warranties of the Delaware Trustee.
The Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:

         (a) the Delaware Trustee satisfies the requirements set forth in
Section 5.2 and has the power and authority to execute and deliver, and to carry
out and perform its obligations under the terms of, this Declaration and, if it
is not a natural person, is duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization;

         (b) the Delaware Trustee has been authorized to perform its obligations
under the Certificate of Trust and this Declaration. This Declaration under
Delaware law constitutes a legal, valid and binding obligation of the Delaware
Trustee, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, reorganization, moratorium, insolvency and other similar
laws affecting creditors' rights generally and to general principles of equity
and the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law); and


                                       50
<PAGE>

         (c) no consent, approval or authorization of, or registration with or
notice to, any State or Federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee of this Declaration.

                                   ARTICLE XIV
                                  MISCELLANEOUS

         SECTION 14.1 Notices. All notices provided for in this Declaration
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

         (a) if given to the Trust, in care of the Regular Trustees at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Property Trustee, the Delaware Trustee and the Holders of
the Securities):

                  Kellogg Company
                  One Kellogg Square
                  P.O. Box 3599
                  Battle Creek, Michigan  49016-3599
                  Attention:  General Counsel

         (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Regular Trustees, the Property Trustee and the Holders of the Securities):



                  [             ]



                  Attention:  Corporate Trust Administration


         (c) if given to the Property Trustee, at its Corporate Trust Office (or
such other address as the Property Trustee may give notice of to the Regular
Trustees, the Delaware Trustee and the Holders of the Securities):

                  [              ]



                  Attention:  Corporate Trust Administration


         (d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice of to the Property Trustee, the Delaware
Trustee and the Trust):


                                       51

<PAGE>

                  Kellogg Company
                  One Kellogg Square
                  P.O. Box 3599
                  Battle Creek, Michigan  49016-3599
                  Attention:  General Counsel

         (e) if given to any other Holder, at the address set forth on the books
and records of the Trust.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed or mailed by first class mail, postage
prepaid except that if a notice or other document is refused delivery or cannot
be delivered because of a changed address of which no notice was given, such
notice or other document shall be deemed to have been delivered on the date of
such refusal or inability to deliver.

         SECTION 14.2 Governing Law. This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to principles of conflict of laws.

         SECTION 14.3 Intention of the Parties. It is the intention of the
parties hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust. The provisions of this Declaration shall be
interpreted to further this intention of the parties.

         SECTION 14.4 Headings. Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.

         SECTION 14.5 Successors and Assigns. Whenever in this Declaration any
of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.

         SECTION 14.6 Partial Enforceability. If any provision of this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration, or the application of
such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

         SECTION 14.7 Counterparts. This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees to one of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.


                                    * * * * *


                                       52
<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this Amended and
Restated Declaration of Trust to be executed as of the day and year first above
written.



                                KELLOGG COMPANY, as Sponsor and Debenture Issuer


                                By:_____________________________________________

                                Name:
                                Title:


                                [_________________________________],
                                as Property Trustee


                                By:_____________________________________________
                                Name:
                                Title:


                                [________________________________], as
                                Delaware Trustee


                                By:_____________________________________________
                                Name:
                                Title:


                                [________________________________], as Regular
                                Trustee


                                [________________________________], as Regular
                                Trustee




<PAGE>

                                                                         ANNEX I


                                    TERMS OF
                         ___% TRUST PREFERRED SECURITIES
                          ___% TRUST COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of ______, 20__ (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities (as defined below)
and Common Securities (as defined below) are set forth below (each capitalized
term used but not defined herein having the meaning set forth in the Declaration
or, if not defined in the Declaration, as defined in the Prospectus referred to
below):

1.       Designation and Number.

         (a) PREFERRED SECURITIES. Up to ________ Preferred Securities of the
Trust with an aggregate liquidation amount with respect to the assets of the
Trust of up to _________ dollars ($_________) and a liquidation amount with
respect to the assets of the Trust of $__ per Preferred Security with respect to
the initial closing of the sale of the Preferred Securities and, if the Option
set forth in Section 7.2(a) of the Declaration is exercised, an additional
aggregate liquidation amount with respect to the assets of the Trust of
_________dollars ($___) with respect to the second closing of the sale of
Preferred Securities; provided that the maximum aggregate liquidation amount of
Preferred Securities of the Trust shall not exceed ______dollars ($_____). The
Preferred Securities are hereby designated for the purposes of identification
only as "___% Trust Preferred Securities" (the "Preferred Securities"). The
Preferred Security Certificates evidencing the Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Declaration, with such changes
and additions thereto or deletions therefrom as may be required by ordinary
usage, custom or practice or to conform to the rules of any stock exchange on
which the Preferred Securities are listed.

         (b) COMMON SECURITIES. Up to _______ Common Securities of the Trust
with an aggregate liquidation amount with respect to the assets of the Trust of
up to ________________ dollars ($______________) and a liquidation amount with
respect to the assets of the Trust of $__ per Common Security with respect to
the initial closing of the sale of the Common Securities and, if the Option set
forth in Section 7.2(a) of the Declaration is exercised, an additional aggregate
liquidation amount with respect to the assets of the Trust of _________dollars
($___) with respect to the second closing of the sale of Common Securities;
provided that the maximum aggregate liquidation amount of Common Securities of
the Trust shall not exceed ______dollars ($_____). The Common Securities are
hereby designated for the purposes of identification only as "___% Trust Common
Securities" (the "Common Securities"). The Common Security Certificates
evidencing the Common Securities shall be substantially in the form of Exhibit
A-2 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

2.       Distributions.


<PAGE>

         (a) Distributions payable on each Security will be fixed at a rate per
annum of ___% (the "Coupon Rate") of the stated liquidation amount of $__ per
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears will bear interest
thereon from and including the last day of such quarter at the Coupon Rate
compounded quarterly (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds available therefor. The
amount of Distributions payable for any period will be computed for any full
quarterly Distribution period on the basis of a 360-day year of twelve 30-day
months, and for any period shorter than a full quarterly Distribution period for
which Distributions are computed, Distributions will be computed on the basis of
the actual number of days elapsed per 90-day quarter.

         (b) Distributions on the Securities will be cumulative, will accrue
from ___________, 20__, and will be payable [quarterly][semi-annually] in
arrears, on ____________, [__________, ______________], and ___________, of each
year, commencing on _________, 20__, except as otherwise described below. The
Debenture Issuer has the right under the Indenture to defer payments of interest
on the Debentures by extending the interest payment period at any time and from
time to time for a period not exceeding [__] consecutive periods as may be
specified as contemplated by the Indenture (each such period, an "Extension
Period"), during which Extension Period no interest shall be due and payable on
the Debentures, provided that no Extension Period shall last beyond the date of
maturity of the Debentures. As a consequence of such deferral, Distributions
will also be deferred. Despite such deferral, [quarterly][semi-annual]
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded
[quarterly][semi-annually] during any such Extension Period. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period, provided that such Extension Period, together with
all such previous and further extensions thereof, may not exceed [__]
consecutive periods as may be specified as contemplated by the Indenture and may
not extend beyond the date of maturity of the Debentures. Payments of deferred
Distributions will be payable to Holders of record of the Securities as they
appear on the books and records of the Trust on the record date for
Distributions due at the end of such Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.

         (c) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the relevant
record dates. While the Preferred Securities remain in global form, the relevant
record dates shall be one Business Day prior to the relevant payment dates which
payment dates correspond to the interest payment dates on the Debentures.
Subject to any applicable laws and regulations and the provisions of the
Declaration, each such payment in respect of the Preferred Securities will be
made as described in the Prospectus dated ________, 2001 (the "Prospectus")
included in the Registration Statement on Form S-3 of the Sponsor and the Trust
and in any supplements to the Prospectus. The relevant record dates for the
Common Securities shall be the same record date as for the Preferred Securities.
If the Preferred Securities shall not continue to remain in global form, the
relevant record dates for the Preferred Securities shall conform to the rules of
any securities


                                      A-2
<PAGE>

exchange on which the Preferred Securities are listed and, if none, shall be
selected by the Regular Trustees, which dates shall be at least ten Business
Days but less than 60 Business Days before the relevant payment dates, which
payment dates correspond to the interest payment dates on the Debentures.
Distributions payable on any Securities that are not punctually paid on any
Distribution payment date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, will cease to be payable to the Person in
whose name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in then next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date.

         (d) In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

3.       Liquidation Distribution Upon Dissolution.

         (a) In the event of any voluntary or involuntary liquidation,
dissolution, winding-up or termination of the Trust, the Holders of the
Securities on the date of the liquidation, dissolution, winding-up or
termination, as the case may be, will be entitled to receive solely out of the
assets of the Trust available for distribution to Holders of Securities, after
satisfaction of all claims and obligations of the Trust in accordance with
Section 3808(e) of the Business Trust Act, an amount equal to the aggregate of
the stated liquidation amount of $__ per Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"), unless, in connection with such liquidation, dissolution,
winding-up or termination, Debentures in an aggregate principal amount equal to
the aggregate stated liquidation amount of such Securities, with an interest
rate equal to the Coupon Rate of, and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid Distributions on, such Securities, shall
be distributed on a Pro Rata basis to the Holders of the Securities in exchange
for such Securities in accordance with Section 4(e) hereof.

         (b) If, upon any such dissolution, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets available to pay in
full the aggregate Liquidation Distribution, then the amounts payable directly
by the Trust on the Securities shall be paid on a Pro Rata basis.

4.       Redemption and Distribution.

         (a) Upon the repayment of the Debentures in whole or in part, whether
at maturity or upon acceleration, redemption (such redemption being either at
the option of the Debenture Issuer on or after _______,20__ or at the option of
the Debenture Issuer in connection with the occurrence of a Special Event as
described below) or otherwise, the proceeds from such repayment or redemption
shall be simultaneously applied to redeem Securities having an


                                      A-3
<PAGE>

aggregate liquidation amount equal to the aggregate principal amount of the
Debentures so repaid or redeemed at a redemption price of $__ per Security plus
an amount equal to accrued and unpaid Distributions thereon at the date of the
redemption, payable in cash (the "Redemption Price"). Holders will be given not
less than 30 nor more than 60 days notice of such redemption, except in the case
of payments upon maturity.

         (b) If fewer than all the outstanding Securities are to be so redeemed,
the Common Securities and the Preferred Securities will be redeemed Pro Rata and
the Preferred Securities to be redeemed will be as described in Section 4(f)(ii)
below.

         (c) If, at any time, a Tax Event or an Investment Company Event (each
as defined below, and each a "Special Event") shall occur and be continuing, the
Debenture Issuer shall have the right, upon not less than 30 nor more than 60
days notice, to redeem the Debentures in whole or in part for cash within 90
days following the occurrence of such Special Event, and, following such
redemption, Securities with an aggregate liquidation amount equal to the
aggregate principal amount of the Debentures so redeemed shall be redeemed by
the Trust at the Redemption Price on a Pro Rata basis in accordance with Section
8 hereof. The Common Securities will be redeemed Pro Rata with the Preferred
Securities, except that if an Event of Default has occurred and is continuing,
the Preferred Securities will have priority over the Common Securities with
respect to payment of the Redemption Price.

         "Tax Event" means that the Regular Trustees shall have received an
opinion of an independent tax counsel experienced in such matters to the effect
that, as a result of (i) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein, or
(ii) any official administrative pronouncement or judicial decision interpreting
or applying such laws or regulations, which amendment or change is effective or
such pronouncement or decision is announced on or after the date of original
issuance of the Preferred Securities, there is more than an insubstantial risk
that (A) the Trust is, or will be within 90 days after the date thereof, subject
to United States federal income tax with respect to interest accrued or received
on the Debentures, (B) the Trust is, or will be within 90 days after the date
thereof, subject to more than a de minimis amount of taxes, duties or other
governmental charges or (C) interest payable by the Debenture Issuer to the
Trust on the Debentures is not, or within 90 days of the date thereof, will not
be deductible, in whole or in part, by the Debenture Issuer for United States
federal income tax purposes.

         "Investment Company Event" means that the Regular Trustees shall have
received an opinion of an independent counsel experienced in practice under the
Investment Company Act to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority(a "Change in 1940 Act Law"), there is a more than an insubstantial
risk that the Trust is or will be considered an "investment company" which is
required to be registered under the Investment Company Act, which Change in 1940
Act Law becomes effective on or after the date of original issuance of the
Preferred Securities.


                                      A-4
<PAGE>

         (d) The Trust may not redeem fewer than all the outstanding Securities
unless all accrued and unpaid Distributions have been paid on all Securities for
all quarterly Distribution periods terminating on or before the date of
redemption.

         (e) In the event that the Sponsor makes the election referred to in
Section 8.1(a)(v) of the Declaration, the Regular Trustees shall dissolve the
Trust and, after satisfaction of creditors, cause Debentures, held by the
Property Trustee, having an aggregate principal amount equal to the aggregate
stated liquidation amount of, with an interest rate identical to the Coupon Rate
of, and accrued and unpaid interest equal to accrued and unpaid Distributions on
and having the same record date for payment, as the Securities, to be
distributed to the Holders of the Securities in liquidation of such Holders'
interests in the Trust on a Pro Rata basis in accordance with Section 8 hereof.
On and from the date fixed by the Regular Trustees for any distribution of
Debentures and dissolution of the Trust: (i) the Securities will no longer be
deemed to be outstanding and (ii) the Clearing Agency or its nominee (or any
successor Clearing Agency or its nominee) will receive one or more global
certificate or certificates representing the Debentures to be delivered upon
such distribution, and having an aggregate principal amount equal to the
aggregated stated liquidation amount of, with an interest rate identical to the
Coupon Rate of, and accrued and unpaid interest equal to accrued and unpaid
Distributions on such Securities. Any certificates representing Securities,
except for certificates representing Preferred Securities held by the Clearing
Agency or its nominee (or any successor Clearing Agency or its nominee), will be
deemed to represent beneficial interests in the Debentures having an aggregate
principal amount equal to the aggregated stated liquidation amount of, with an
interest rate identical to the Coupon Rate of, and accrued and unpaid interest
equal to accrued and unpaid Distributions on such Securities until such
certificates are presented to the Debenture Issuer or its agent for transfer or
reissue. If the Debentures are distributed to Holders of the Securities,
pursuant to the terms of the Indenture, the Debenture Issuer will use its best
efforts to have the Debentures listed on the New York Stock Exchange or on such
other exchange as the Preferred Securities were listed immediately prior to the
distribution of the Debentures.

         (f) Redemption or Distribution Procedures.

             (i)   Notice of any redemption of, or notice of distribution of
                   Debentures in exchange for, the Securities (a
                   "Redemption/Distribution Notice") will be given by the Trust
                   by mail to each Holder of Securities to be redeemed or
                   exchanged not fewer than 30 nor more than 60 days before the
                   date fixed for redemption or exchange thereof which, in the
                   case of a redemption, will be the date fixed for redemption
                   of the Debentures. For purposes of the calculation of the
                   date of redemption or exchange and the dates on which notices
                   are given pursuant to this Section 4(f)(i), a
                   Redemption/Distribution Notice shall be deemed to be given on
                   the day such notice is first mailed by first-class mail,
                   postage prepaid, to Holders of Securities. Each
                   Redemption/Distribution Notice shall be addressed to the
                   Holders of Securities at the address of each such Holder
                   appearing in the books and records of the Trust. No defect in
                   the Redemption/Distribution Notice or in the mailing of
                   either thereof with respect to any Holder shall affect the
                   validity of the redemption or exchange proceedings with
                   respect to any other Holder.


                                      A-5
<PAGE>

             (ii)  In the event that fewer than all the outstanding Securities
                   are to be redeemed, the Preferred Securities to be redeemed
                   shall be redeemed Pro Rata from each Holder of Preferred
                   Securities, it being understood that, in respect of Preferred
                   Securities registered in the name of and held of record by
                   the Clearing Agency or its nominee (or any successor Clearing
                   Agency or its nominee), the distribution of the proceeds of
                   such redemption will be made to each Clearing Agency
                   Participant (or Person on whose behalf such nominee holds
                   such securities) in accordance with the procedures applied by
                   such agency or nominee.

             (iii) If Securities are to be redeemed and the Trust gives a
                   Redemption/Distribution Notice (which notice will be
                   irrevocable), then (A) while the Preferred Securities are in
                   global form, with respect to the Preferred Securities, by
                   12:00 noon, New York City time, on the redemption date,
                   provided that the Debenture Issuer has paid the Property
                   Trustee a sufficient amount of cash in connection with the
                   related redemption or maturity of the Debentures, the
                   Property Trustee will deposit irrevocably with the Clearing
                   Agency or its nominee (or successor Clearing Agency or its
                   nominee) funds sufficient to pay the applicable Redemption
                   Price with respect to the Preferred Securities and will give
                   the Clearing Agency irrevocable instructions and authority to
                   pay the Redemption Price to the Holders of the Preferred
                   Securities, and (B) with respect to Preferred Securities
                   issued in definitive form and Common Securities, provided
                   that the Debenture Issuer has paid the Property Trustee a
                   sufficient amount of cash in connection with the related
                   redemption or maturity of the Debentures, the Property
                   Trustee will pay the relevant Redemption Price to the Holders
                   of such Securities by check mailed to the address of the
                   relevant Holder appearing on the books and records of the
                   Trust on the redemption date. If a Redemption/Distribution
                   Notice shall have been given and funds deposited as required,
                   then immediately prior to the close of business on the date
                   of such deposit, Distributions will cease to accrue on the
                   Securities so called for redemption and all rights of Holders
                   of such Securities so called for redemption will cease,
                   except the right of the Holders of such Securities to receive
                   the Redemption Price, but without interest on such Redemption
                   Price. Neither the Regular Trustees nor the Trust shall be
                   required to register or cause to be registered the transfer
                   of any Securities that have been so called for redemption. If
                   any date fixed for redemption of Securities is not a Business
                   Day, then payment of the Redemption Price payable on such
                   date will be made on the next succeeding day that is a
                   Business Day (and without any interest or other payment in
                   respect of any such delay) except that, if such Business Day
                   falls in the next calendar year, such payment will be made on
                   the immediately preceding Business Day, in each case with the
                   same force and effect as if made on such date fixed for
                   redemption. If the Debenture Issuer fails to repay the
                   Debentures on the date of redemption or on maturity or if
                   payment of the Redemption Price in respect of any Securities
                   is improperly withheld or refused and not


                                      A-6
<PAGE>

                   paid either by the Property Trustee or by the Sponsor as
                   guarantor pursuant to the relevant Securities Guarantee,
                   Distributions on such Securities will continue to accrue at
                   the then applicable rate from the original redemption date to
                   the actual date of payment, in which case the actual payment
                   date will be considered the date fixed for redemption for
                   purposes of calculating the Redemption Price.

             (iv)  Redemption/Distribution Notices shall be sent by the Regular
                   Trustees on behalf of the Trust to (A) in respect of the
                   Preferred Securities, the Clearing Agency or its nominee (or
                   any successor Clearing Agency or its nominee) if the Global
                   Certificates have been issued or, if Definitive Preferred
                   Security Certificates have been issued, to the Holders
                   thereof, and (B) in respect of the Common Securities to the
                   Holder thereof.

             (v)   Subject to the foregoing and applicable law (including,
                   without limitation, United States federal securities laws),
                   the Sponsor or any of its subsidiaries may at any time and
                   from time to time purchase outstanding Preferred Securities
                   by tender offer, in the open market or by private agreement.

5.       Voting Rights - Preferred Securities.

         (a) Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights.

         (b) Subject to the requirements set forth in this paragraph, the
Holders of a Majority in Liquidation Amount of the Preferred Securities, voting
separately as a class, may direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or direct the
exercise of any trust or power conferred upon the Property Trustee under the
Declaration, including the right to direct the Property Trustee, as Holder of
the Debentures, to: (i) exercise the remedies available under the Indenture with
respect to the Debentures; (ii) waive any past default and its consequences that
is waivable under the Indenture; or (iii) exercise any right to rescind or annul
a declaration that the principal of all the Debentures shall be due and payable,
or consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent would be required; provided that where a consent
or action under the Indenture would require the consent or act of the Holders of
greater than a majority in principal amount of Debentures affected thereby (a
"Super Majority"), the Property Trustee may only give such consent or take such
action at the written direction of the Holders of at least the proportion in
liquidation amount of the Preferred Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding. The
Property Trustee shall not revoke any action previously authorized or approved
by a vote of the Holders of the Preferred Securities. Other than with respect to
directing the time, method and place of conducting a proceeding for any remedy
available to the Property Trustee or the Debenture Trustee as set forth above,
the Property Trustee shall not take any action in accordance with the directions
of the Holders of the Preferred Securities under this paragraph unless the
Property Trustee has obtained an opinion of tax counsel to the effect that for
the purposes of United States federal income tax the Trust will not be
classified as other than a grantor trust on account of such


                                      A-7
<PAGE>

action. If the Property Trustee fails to enforce its rights with respect to the
Debentures held by the Trust to the fullest extent permitted by law, any Holder
of the outstanding Preferred Securities may, to the extent permitted by
applicable law, institute legal proceedings directly against the Debenture
Issuer to enforce the Property Trustee's rights under the Debentures without
first instituting any legal proceedings against the Property Trustee or any
other person or entity. Notwithstanding the foregoing, if an Event of Default
under the Declaration has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay interest or principal
on the Debentures issued to the Trust on the date such interest or principal is
otherwise payable, then a Holder of Preferred Securities may institute a
proceeding directly against the Debenture Issuer for enforcement of payment to
the Holder of the Preferred Securities of the principal of or interest on the
Debentures on or after the respective due dates specified in the Debentures, and
the amount of the payment will be based on the Holder's pro rata share of the
amount due and owing on all of the Preferred Securities.

         Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities in the Trust or
pursuant to written consent. The Regular Trustees will cause a notice of any
meeting at which Holders of Preferred Securities are entitled to vote, or of any
matter upon which action by written consent of such Holders is to be taken, to
be mailed to each Holder of Preferred Securities. Each such notice will include
a statement setting forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

         No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

         Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

6.       Voting Rights - Common Securities.

         (a) Except as provided under Sections 6(b) and (c) and as otherwise
required by law and the Declaration, the Holders of the Common Securities will
have no voting rights.

         (b) The Holders of the Common Securities are entitled, in accordance
with Article V of the Declaration, to vote to appoint, remove or replace any
Trustee or to increase or decrease the number of Trustees.

         (c) Subject to Section 2.6 of the Declaration and only after any Event
of Default with respect to the Preferred Securities has been cured, waived or
otherwise eliminated and subject to the requirements set forth in this
paragraph, the Holders of a Majority in Liquidation Amount of the Common
Securities, voting separately as a class, may direct the time, method and place
of


                                      A-8
<PAGE>

conducting any proceeding for any remedy available to the Property Trustee, or
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee, as
Holder of the Debentures, to: (i) exercise the remedies available under the
Indenture with respect to the Debentures; (ii) waive any past default and its
consequences that is waivable under the Indenture; or (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable, or consent to any amendment, modification or termination of
the Indenture or the Debentures, where such consent would be required; provided
that, where a consent or action under the Indenture would require the consent or
act of a Super Majority of the Holders of the Debentures affected thereby, the
Property Trustee may only give such consent or take such action at the written
direction of the Holders of at least the proportion in liquidation amount of the
Common Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding. The Property Trustee shall not
revoke any action previously authorized or approved by a vote of the Holders of
the Common Securities. Other than with respect to directing the time, method and
place of conducting a proceeding for any remedy available to the Property
Trustee or the Debenture Trustee as set forth above, the Property Trustee shall
not take any action in accordance with the directions of the Holders of the
Common Securities under this paragraph unless the Property Trustee has obtained
an opinion of tax counsel to the effect that for the purposes of United States
federal income tax the Trust will not be classified as other than a grantor
trust on account of such action. If the Property Trustee fails to enforce its
rights with respect to the Debentures held by the Trust, any Holder of Common
Securities may, to the extent permitted by applicable law, institute legal
proceedings directly against the Debenture Issuer to enforce the Property
Trustee's rights under the Debentures without first instituting any legal
proceedings against the Property Trustee or any other person or entity.

         Notwithstanding the foregoing, if an Event of Default under the
Declaration has occurred and is continuing and such event is attributable to the
failure of the Debenture Issuer to pay interest or principal on the Debentures
issued to the Trust on the date such interest or principal is otherwise payable,
then a Holder of Common Securities may institute a proceeding directly against
the Debenture Issuer for enforcement of payment to the Holder of the Common
Securities of the principal of or interest on the Debentures on or after the
respective due dates specified in the Debentures, and the amount of the payment
will be based on the Holder's pro rata share of the amount due and owing on all
of the Common Securities.

         Any approval or direction of Holders of Common Securities may be given
at a separate meeting of Holders of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities in the Trust or pursuant to
written consent. The Regular Trustees will cause a notice of any meeting at
which Holders of Common Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to be mailed to
each Holder of Common Securities. Each such notice will include a statement
setting forth: (i) the date of such meeting or the date by which such action is
to be taken; (ii) a description of any resolution proposed for adoption at such
meeting on which such Holders are entitled to vote or of such matter upon which
written consent is sought; and (iii) instructions for the delivery of proxies or
consents.


                                      A-9
<PAGE>

         No vote or consent of the Holders of the Common Securities will be
required for the Trust to redeem and cancel Common Securities or to distribute
the Debentures in accordance with the Declaration and the terms of the
Securities.

7.       Amendments to Declaration and Indenture.

         (a) In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of outstanding Securities
voting together as a single class will be entitled to vote on such amendment or
proposal (but not on any other amendment or proposal) and such amendment or
proposal shall not be effective except with the approval of the Holders of at
least a Majority in Liquidation Amount of the Securities affected thereby,
voting together as a single class; provided, however, if any amendment or
proposal referred to in clause (i) above would adversely affect only the
Preferred Securities or only the Common Securities, then only the affected class
will be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of a Majority in
Liquidation Amount of such class of Securities.

         (b) In the event the consent of the Property Trustee as the holder of
the Debentures is required under the Indenture with respect to any amendment,
modification or termination of the Indenture or the Debentures, the Property
Trustee shall request the written direction of the Holders of the Securities
with respect to such amendment, modification or termination and shall vote with
respect to such amendment, modification or termination as directed by a Majority
in Liquidation Amount of the Securities voting together as a single class;
provided, however, that where a consent under the Indenture would require the
consent of a Super Majority of the Holders of the Debentures, the Property
Trustee may only give such consent at the direction of the Holders of at least
the proportion in liquidation amount of the Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding; provided, further, that the Property Trustee shall not take any
action in accordance with the directions of the Holders of the Securities under
this Section 7(b) unless the Property Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal income tax
the Trust will not be classified as other than a grantor trust on account of
such action.

8.       Pro Rata.

         A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the
Preferred Securities pro rata according to the aggregate liquidation amount of
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Preferred Securities, to
each Holder of


                                      A-10
<PAGE>


Common Securities pro rata according to the aggregate liquidation amount of
Common Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Common Securities outstanding. When the Property
Trustee is making payments on the Securities, it is entitled to assume that no
Event of Default has occurred and is continuing unless the Event of Default is
actually known to a Responsible Officer of the Property Trustee.

9.       Ranking.

         The Preferred Securities rank pari passu and payment thereon shall be
made Pro Rata with the Common Securities except that, where an Event of Default
occurs and is continuing under the Indenture in respect of the Debentures held
by the Property Trustee, the rights of Holders of the Common Securities to
payment in respect of Distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights to payment of the Holders of the
Preferred Securities.

10.      Listing.

         The Regular Trustees shall use their best efforts to cause the
Preferred Securities to be listed for quotation on The New York Stock Exchange,
Inc.

11.      Acceptance of Securities Guarantee and Indenture.

         Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee, including the subordination provisions therein and to the provisions
of the Indenture and the Debentures.

12.      No Preemptive Rights.

         The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.

13.      Miscellaneous.

         These terms constitute a part of the Declaration.

         The Sponsor will provide a copy of the Declaration, the Preferred
Securities Guarantee and the Indenture to a Holder without charge on written
request to the Sponsor at its principal place of business.


                                      A-11
<PAGE>
                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

         This Preferred Security Certificate is a Global Certificate within the
meaning of the Declaration hereinafter referred to and is registered in the name
of The Depository Trust Company (the "Depository") or a nominee of the
Depository. This Preferred Security Certificate is exchangeable for Preferred
Securities registered in the name of a person other than the Depository or its
nominee only in the limited circumstances described in the Declaration and no
transfer of this Preferred Security Certificate (other than a transfer of this
Preferred Security Certificate as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in limited circumstances.

         Unless this Preferred Security Certificate is presented by an
authorized representative of the Depository to the Trust or its agent for
registration of transfer, exchange or payment, and any Preferred Security
Certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of the Depository (and any payment
hereon is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.


Certificate Number                                Number of Preferred Securities
-1-                                                             -[            ]-

                                  CUSIP NO. [ ]

                   Certificate Evidencing Preferred Securities

                                       of

                        KELLOGG COMPANY CAPITAL TRUST __

                        ____% Trust Preferred Securities
                 (liquidation amount $__ per Preferred Security)

         KELLOGG COMPANY CAPITAL TRUST __, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Cede & Co. (the "Holder") is the registered owner of ______________
(___________) preferred securities of the Trust representing undivided
beneficial interests in the assets of the Trust designated the ___% Trust
Preferred Securities (liquidation amount $__ per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and


<PAGE>

provisions of the Preferred Securities represented hereby are issued and shall
in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of ________ 20__, as the same may be
amended from time to time (the "Declaration"), including the designation of the
terms of the Preferred Securities as set forth in Annex I to the Declaration.
Capitalized terms used herein but not defined herein shall have the respective
meanings given them in the Declaration. The Holder is entitled to the benefits
of the Preferred Securities Guarantee to the extent provided therein. The
Sponsor will provide a copy of the Declaration, the Preferred Securities
Guarantee and the Indenture to the Holder without charge upon written request to
the Sponsor at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Preferred Securities
as evidence of indirect beneficial ownership in the Debentures.

         IN WITNESS WHEREOF, the Trust has executed this certificate this    day
of __________, 20__.

                                                KELLOGG COMPANY CAPITAL TRUST __


                                                By:
                                                   -----------------------------
                                                Name:
                                                Title:


<PAGE>
                          (FORM OF REVERSE OF SECURITY)

         Distributions payable on each Preferred Security will be fixed at a
rate per annum of ___% (the "Coupon Rate") of the stated liquidation amount of
$__ per Preferred Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one period will bear interest thereon compounded [quarterly][semi-annually]
at the Coupon Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds available therefor. The
amount of Distributions payable for any period will be computed for any full
[quarterly][semi-annual] Distribution period on the basis of a 360-day year of
twelve 30-day months, and for any period shorter than a full
[quarterly][semi-annual] Distribution period for which Distributions are
computed, Distributions will be computed on the basis of the actual number of
days elapsed per [90-day quarter][180-day semi-annual period].

         Except as otherwise described below, distributions on the Preferred
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in arrears, on ___________, [__________,
___________] and __________ of each year, commencing on ______, 20__, which
payment dates shall correspond to the interest payment dates on the Debentures.
The Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period from time to time on the
Debentures for a period not exceeding [__] consecutive periods as may be
specified as contemplated by the Indenture or extending beyond the Maturity Date
of the Debentures (each, an "Extension Period") and, as a consequence of any
such deferral, Distributions will also be deferred. Despite such deferral,
[quarterly][semi-annual] Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded [quarterly][semi-annually] during any such Extension Period. Prior to
the termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period together with
all such previous and further extensions thereof may not exceed [__] consecutive
periods as may be specified as contemplated by the Indenture and may not extend
beyond the Maturity Date of the Debentures. Payments of accrued Distributions
will be payable to Holders as they appear on the books and records of the Trust
on the record date after the end of the Extension Period. Upon the termination
of any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.

         The Preferred Securities shall be redeemable as provided in the
Declaration.


<PAGE>
                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this
Preferred Security Certificate to:

________________________________________________________________________________

________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________

________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints _______________________________________________________
_____________________ agent to transfer this Preferred Security Certificate on
the books of the Trust. The agent may substitute another to act for him or her.


Date: ____________________________


                                             Signature: ________________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)


<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

Certificate Number                                   Number of Common Securities


                    Certificate Evidencing Common Securities
                                       of
                        KELLOGG COMPANY CAPITAL TRUST __

                          ____% Trust Common Securities
                  (liquidation amount $__ per Common Security)

         KELLOGG COMPANY CAPITAL TRUST __, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
___________________ (the "Holder") is the registered owner of common securities
of the Trust representing common undivided beneficial interests in the assets of
the Trust designated the ____% Trust Common Securities (liquidation amount $___
per Common Security) (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Declaration of Trust of the Trust dated as of ____, 20__,
as the same may be amended from time to time (the "Declaration"), including the
designation of the terms of the Common Securities as set forth in Annex I to the
Declaration. Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the
Declaration and the Indenture to a Holder without charge upon written request to
the Sponsor at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

                                    * * * * *

<PAGE>
         IN WITNESS WHEREOF, the Trust has executed this certificate this _____
day of ________________, 20___.



                                                KELLOGG COMPANY CAPITAL TRUST __


                                                By: ____________________________

                                                Name: __________________________

                                                Title: Regular Trustee


<PAGE>
                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Common Security will be fixed at a rate
per annum of ____% (the "Coupon Rate") of the stated liquidation amount of $___
per Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one period will bear interest thereon compounded [quarterly]
[semi-annually] at the Coupon Rate (to the extent permitted by applicable law).
The term "Distributions" as used herein includes such cash distributions and any
such interest payable unless otherwise stated. A Distribution is payable only to
the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds available
therefor. The amount of Distributions payable for any period will be computed
for any full [quarterly] [semi-annual] Distribution period on the basis of a
360-day year of twelve 30-day months, and for any period shorter than a full
[quarterly] [semi-annual] Distribution period for which Distributions are
computed, Distributions will be computed on the basis of the actual number of
days elapsed per [ 90-day quarter] [180-day semi-annual period].

         Except as otherwise described below, distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable [quarterly][semi-annually] in arrears, on __________,
[_______________,___________] and ___________ of each year, commencing on
______, 20__, to Holders of record on a date to be selected by the Regular
Trustees, which dates shall be at least one Business Day but less than 60
Business Days before the relevant payment dates, which payment dates shall
correspond to the interest payment dates on the Debentures. The Debentures
Issuer has the right under the Indenture to defer payments of interest by
extending the interest payment period from time to time on the Debentures for a
period not exceeding [__] consecutive periods as may be specified as
contemplated by the Indenture (each an "Extension Period") and, as a consequence
of such deferral, Distributions will also be deferred. Despite such deferral,
[quarterly][semi-annual] Distributions will continue to accrue with interest
thereon (to the extent permitted by applicable law) at the Coupon Rate
compounded [quarterly][semi-annually] during any such Extension Period. Prior to
the termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided that such Extension Period together with
all such previous and further extensions thereof may not exceed [__] consecutive
periods as may be specified as contemplated by the Indenture. Payments of
accrued Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the Payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.

         The Common Securities shall be redeemable as provided in the
Declaration.


<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:

________________________________________________________________________________

________________________________________________________________________________
        (Insert assignee's social security or tax identification number)


________________________________________________________________________________

________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocably appoints ____________________agent to transfer this Common
Security Certificate on the books of the Trust. The agent may substitute another
to act for him or her.


Date: ___________________________


                                               Signature: ______________________
(Sign exactly as your name appears on the other side of this Common Security
Certificate)