<PAGE>   1


                                                                     EXHIBIT 4.1

                                 KELLOGG COMPANY
                                AMENDED RESTATED
                                 CERTIFICATE OF
                                  INCORPORATION
                  (WITH ALL AMENDMENTS THROUGH APRIL 28, 2000)



                                      FIRST

                The name of this corporation is KELLOGG COMPANY.

                                     SECOND

         Its registered office, in the State of Delaware, is located at No. 100
West Tenth Street, in the City of Wilmington, County of New Castle. The name and
address of its registered agent is The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware.

                                      THIRD

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be now or hereafter organized under the
General Corporation Law of Delaware.

                                     FOURTH

         The total number of shares of capital stock which this Corporation
shall have authority to issue is 1,000,000,000 shares of common stock of the par
value of $0.25 per share. A statement of the designations, dividend rights,
voting powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, of the shares of stock which the corporation shall be
authorized to issue, is as follows:




<PAGE>   2




                                  COMMON STOCK


         1.       DIVIDENDS.

         Dividends may be paid upon the common stock as and when declared by the
Board of Directors out of funds legally available for the payment of dividends.

         2.       VOTING POWERS.

         The holders of the common stock shall have the exclusive right to vote
for the election of Directors and for all other purposes, each holder of common
stock being entitled to one vote for each share thereof held.

         3.       PREEMPTIVE RIGHTS.

         No holder of stock of the Corporation shall have any preemptive right
to subscribe for, purchase, or otherwise acquire shares of stock of the
Corporation of any class, whether now or hereafter authorized, nor shall any
holder of stock of the Corporation have any preemptive right to subscribe for,
purchase, or otherwise acquire bonds, notes or other securities, whether or not
convertible, into shares of stock of the Corporation of any class; and the Board
of Directors may, from time-to-time, and at any time, cause shares of stock of
the Corporation of any class to be issued, sold or otherwise disposed of at such
price or prices and upon such terms as the Board of Directors may determine.

         4.       LIQUIDATION RIGHTS.

         Upon dissolution, liquidation or winding up of the Corporation, whether
voluntary or involuntary, the net assets of the Corporation shall be distributed
ratably to the holders of the common stock.

         5.       LIABILITY TO FURTHER CALL OR ASSESSMENT.

         The stock heretofore issued shall be fully paid and nonassessable.

         6.       FRACTIONAL SHARES.

         No fractional shares of any class of stock shall be issued.

                                      FIFTH

         The number of shares with which this Corporation will commence business
is ten (10) shares of common stock, which shares are without nominal or par
value.




                                       2
<PAGE>   3

                                      SIXTH

         This Corporation is to have perpetual existence.

                                     SEVENTH

         The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.

                                     EIGHTH

         The Corporation may, in its Bylaws, confer powers upon its Directors in
addition to the powers and authorities expressly conferred upon them by statute.

                                      NINTH

         This Restated Certificate of Incorporation, as amended, shall be
subject to alteration, amendment or repeal, and new provisions thereof may be
adopted by the affirmative vote of the holders of not less than a majority of
the outstanding shares of capital stock entitled to vote generally in the
election of Directors (such outstanding shares hereinafter referred to
collectively as the "Voting Stock"), voting together as a single class, at any
regular or special meeting of the stockholders (but only if notice of the
proposed change be contained in the notice to the stockholders of the proposed
meeting). Notwithstanding the foregoing and in addition to any other
requirements of applicable law, the alteration, amendment or repeal of, or the
adoption of any provision inconsistent with, this Article NINTH or Article
TENTH, ELEVENTH or TWELFTH of this Restated Certificate of Incorporation, as
amended, shall require the affirmative vote of the holders of not less than
two-thirds of the voting power of all shares of the Voting Stock, voting
together as a single class, at any regular or special meeting of the
stockholders.

         The Bylaws of this Corporation shall be subject to alteration,
amendment or repeal, and new bylaws may be adopted (i) by the affirmative vote
of the holders of not less than a majority of the voting power of all shares of
the Voting Stock, voting together as a single class, at any regular or special
meeting of the stockholders (but only if notice of the proposed change be
contained in the notice to the stockholders of the proposed meeting), or (ii) by
the affirmative vote of not less than a majority of the members of the Board of
Directors at any meeting of the Board of Directors at which there is a quorum
present and voting; provided, that any alteration, amendment or repeal, or the
adoption of any provision inconsistent with Article II, Section 2 or Section 6,
or Article III, Section 1, Section 2 or




                                       3
<PAGE>   4

Section 5, or Article XIV, Section 1 of the Bylaws, shall require, in the case
of clause (i), the affirmative vote of the holders of not less than two-thirds
of the voting power of all shares of the Voting Stock, voting together as a
single class, at any regular or special meeting of the stockholders, or, in the
case of clause (ii), the affirmative vote of such number of Directors
constituting not less than two-thirds of the total number of directorships fixed
by a resolution adopted by the Board of Directors pursuant to Article TENTH of
this Restated Certificate of Incorporation, as amended, whether or not such
directorships are filled at the time (such total number of directorships
hereinafter referred to as the "Full Board").

                                      TENTH

         The number of Directors of this Corporation shall be not less than
seven (7) nor more than fifteen (15). The exact number of Directors within such
limitations shall be fixed from time-to-time by a resolution adopted by not less
than two-thirds of the Full Board (as defined in Article NINTH). The Directors
shall be divided into three classes, as nearly equal in number as possible, with
a term of office of three years, one class to expire each year. At each Annual
Meeting of Stockholders, the class of Directors whose terms of office shall
expire at such time shall be elected to hold office for terms expiring at the
third succeeding Annual Meeting of Stockholders following their election. Each
Director shall hold office until his successor shall be elected and shall
qualify.

         Subject to the rights of the holders of any particular class or series
of equity securities of this Corporation, (i) newly created directorships
resulting from any increase in the total number of authorized Directors may be
filled by the affirmative vote of not less than two-thirds of the Directors then
in office, although less than a quorum, or by a sole remaining Director, at any
regular or special meeting of the Board of Directors, or by the stockholders, in
accordance with the Bylaws, and (ii) any vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by the affirmative vote of not less
than two-thirds of the Directors then in office, although less than a quorum, or
by a sole remaining Director, at any regular or special meeting of the Board of
Directors. Any Director so chosen shall hold office for a term expiring at the
Annual Meeting of Stockholders at which the term of office of the class of
Directors to which he or she has been elected expires. No decrease in the total
number of authorized Directors constituting the Board of Directors shall shorten
the term of office of any incumbent Director.

         Subject to the rights of the holders of any particular class or series
of equity securities of this Corporation, any Director may be removed only for
cause and only by the affirmative vote of the holders of not less than
two-thirds of the voting power of all shares of Voting Stock, voting together as
a single class, at any regular or special meeting of the stockholders, subject
to any requirement for a larger vote contained in any applicable law, this
Corporation's Restated Certificate of Incorporation, as amended, or the Bylaws.




                                       4
<PAGE>   5


                                    ELEVENTH

         Any action required or permitted to be taken by the stockholders of
this Corporation may be effected solely at an Annual or Special Meeting of
Stockholders duly called and held in accordance with law and this Corporation's
Restated Certificate of Incorporation, as amended, and may not be effected by
any consent in writing by such stockholders or any of them.

                                     TWELFTH

         Except as otherwise expressly provided in the immediately following
paragraph:

         (a)      any merger or consolidation of this Corporation with or into
                  any other corporation other than a Subsidiary (as hereinafter
                  defined); or

         (b)      any sale, lease, exchange or other disposition by this
                  Corporation or any Subsidiary of assets constituting all or
                  substantially all of the assets of this Corporation and its
                  Subsidiaries taken as a whole, to or with, any other person or
                  entity in a single transaction or series of related
                  transactions; or

         (c)      any liquidation or dissolution of this Corporation;

shall require, in addition to any vote required by law or otherwise, the
affirmative approval of holders of not less than two-thirds of the voting power
of the Voting Stock.

         The provisions of this Article TWELFTH shall not apply to any
transaction described in the immediately preceding paragraph if such transaction
is approved by a majority of the Continuing Directors (as hereinafter defined).

         For purposes of this Article TWELFTH, (a) the term "Subsidiary" means
any corporation of which a majority of each class of equity security is
beneficially owned, directly or indirectly, by this Corporation; (b) the term
"Affiliate", as used to indicate a relationship to a specified person, shall
mean a person who, directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, such specified
person, except that, notwithstanding the foregoing, a Director of this
Corporation shall not be deemed to be an Affiliate of a specified person if such
Director, in the absence of being a stockholder, Director or officer of this
Corporation, or a Director or officer of any Subsidiary, would not be an
Affiliate of such specified person; (c) the term "Associate", as used to
indicate a relationship with a specified person, shall mean (i) any corporation,
partnership or other organization of which such specified person is an officer
or partner, or beneficially owns, directly or indirectly, ten percent or more of
any class of equity securities; (ii) any trust or other estate in which such
specified person has a



                                       5
<PAGE>   6

substantial beneficial interest, or as to which such specified person serves as
trustee or in a similar fiduciary duty; (iii) any relative or spouse of such
specified person, or any relative of such spouse who has the same home as such
specified person; and (iv) any person who is a Director or officer of such
specified person or any of its Affiliates, except that notwithstanding clauses
(i), (ii), (iii) and (iv) above, a Director of this Corporation shall not be
deemed to be an Associate of a specified person if such Director, in the absence
of being a stockholder, Director or officer of this Corporation, or a Director
or officer of any Subsidiary, would not be an Associate of such specified
person; (d) the term "Transacting Entity" shall mean (i) a corporation with
which this Corporation merges or consolidates in a transaction described in
clause (a) of the first paragraph of this Article TWELFTH; (ii) a person or
entity to which this Corporation sells, leases, exchanges or otherwise disposes
of assets in a transaction described in clause (b) of the first paragraph of
this Article TWELFTH; or (iii) a person, other than the Chief Executive Officer
of this Corporation, or entity, who shall propose a liquidation or dissolution
described in clause (c) of the first paragraph of this Article TWELFTH; and (e)
the term "Continuing Director" shall mean a Director who is neither an Affiliate
nor an Associate of the Transacting Entity, provided that if there be no
Transacting Entity, each Director is a Continuing Director.

                                   THIRTEENTH

         SECTION 1.

         No person who is or was at any time a Director of the Corporation shall
be personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director; provided, however, that unless and
except to the extent otherwise permitted from time-to-time by applicable law,
the provisions of this Article shall not eliminate or limit the liability of a
Director (i) for any breach of the Director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware, (iv) for any transaction
from which the Director derived an improper personal benefit, or (v) for any act
or omission occurring prior to the date this Article becomes effective.

         Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

         SECTION 2.

         (a).     Right to Indemnification.

         Each person who was or is made a party, or is threatened to be made a
party to, or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "Proceeding"),
by reason of the fact that he or she is or was a



                                       6
<PAGE>   7

Director or officer of the Corporation, where the basis of such Proceeding is an
alleged action or omission in an official capacity as such, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to amendment) against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes, or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith, and such indemnification
shall continue as to an indemnitee who has ceased to be a Director or officer,
and shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however. that except as provided in paragraph (b)
hereof with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a Proceeding
(or part thereof) initiated by such indemnitee only if such Proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such Proceeding in advance of its final disposition (hereinafter
an "Advancement of Expenses"); provided, however, that if the Delaware General
Corporation Law requires, an Advancement of Expenses incurred by an indemnitee
in his or her capacity as a Director or officer shall be made only upon delivery
to the Corporation of an undertaking, by or on behalf of such indemnitee, to
repay all amounts so advanced if it shall ultimately be determined by final
judicial decision, from which there is no further right to appeal, that such
indemnitee is not entitled to be indemnified for such expenses under this
section or otherwise (hereinafter an "Undertaking").

         (b).     Right of Indemnitee to Bring Suit.

         If a claim under paragraph (a) of this section is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an Advancement of Expenses, in
which case the applicable period shall be twenty days, the indemnitee may, at
any time thereafter, bring suit against the Corporation to recover the unpaid
amount of the claim. If successful, in whole or in part, in any suit, or in a
suit brought by the Corporation to recover an Advancement of Expenses pursuant
to the terms of an Undertaking, the indemnitee shall be entitled to be paid also
the expense of prosecuting or defending such suit. In (i), any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an Advancement of
Expenses), it shall be a defense that, and (ii) any suit by the Corporation to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
Corporation shall be entitled to recover such expenses upon a final adjudication
that the indemnitee has not met the applicable standard of conduct set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an



                                       7
<PAGE>   8

actual determination by the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the
indemnitee has not met the applicable standard of conduct, or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right hereunder, or by the Corporation to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
burden of proving that the indemnitee is not entitled to be indemnified or to
such Advancement of Expenses under this section or otherwise, shall be on the
Corporation.

         (c).     Non-Exclusivity of Rights.

         The rights to indemnification and to the Advancement of Expenses
conferred in this section shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this Certificate of
Incorporation, bylaw agreement, vote of stockholders or disinterested Directors,
or otherwise.

         (d).     Insurance.

         The Corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.

         (e).     Other Indemnification.

         The Corporation may, to the extent authorized from time-to-time by the
Board of Directors, grant rights to indemnification and to the Advancement of
Expenses to any Director, officer, employee or agent of the Corporation, whether
or not acting in his or her capacity as such, or at the request of the
Corporation, to the fullest extent of the provisions of this section with
respect to the indemnification and Advancement of Expenses of Directors and
officers of the Corporation.



                                       8