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                                                                     EXHIBIT 4.3

              KELLOGG COMPANY 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN

    1. PURPOSE. The purpose of the Kellogg Company 2000 Non-Employee Director
Stock Plan is to promote the long-term growth of Kellogg Company by increasing
the proprietary interest of Non-Employee Directors in Kellogg Company and to
attract and retain highly qualified and capable Non-Employee Directors.

    2. DEFINITIONS. Unless the context clearly indicates otherwise, for the
purposes of the Plan, the following terms shall have the following meanings:

        2.1 "AWARD" means an award granted to a Non-Employee Director under the
    Plan in the form of Options or Shares or any combination thereof.

        2.2 "BOARD" means the Board of Directors of Kellogg Company, as
    constituted from time to time.

        2.3 "COMMITTEE" means the committee of the Board designated to
    administer the Plan, as described in Section 3 of the Plan.

        2.4 "COMPANY" means Kellogg Company, a Delaware corporation, or any
    successor corporation to Kellogg Company.

        2.5 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as in
    effect and as amended from time to time, or any successor statute thereto,
    together with any rules, regulations and interpretations promulgated
    thereunder or with respect thereto.

        2.6 "FAIR MARKET VALUE" means with respect to any date, the average
    between the highest and lowest sale prices per share on the New York Stock
    Exchange Composite Transactions Tape on such date, provided that if there
    shall be no sales of shares reported on such date, the Fair Market Value of
    a share on such date shall be deemed to be equal to the average between the
    highest and lowest sale prices per share on such Composite Tape for the last
    preceding date on which sales of shares were reported.

        2.7 "OPTION" means an option to purchase Shares awarded under Sections 8
    or 9 which does not meet the requirements of Section 422 of the Internal
    Revenue Code of 1986, as amended, or any successor law.

        2.8 "OPTION GRANT DATE" means the date upon which an Option is granted
    to a Non-Employee Director.

        2.9 "OPTIONEE" means a Non-Employee Director of the Company to whom an
    Option has been granted or, in the event of such Non-Employee Director's
    death prior to the expiration of an Option, such Non-Employee Director's
    executor, administrator, beneficiary or similar person, or, in the event of
    a transfer permitted by Section 7 hereof, such permitted transferee.

        2.10 "NON-EMPLOYEE DIRECTOR" means a director of the Company who is not
    an employee of the Company or any subsidiary of the Company.

        2.11 "PLAN" means the Kellogg Company 2000 Non-Employee Director Stock
    Plan, as amended and restated from time to time (together with any rules and
    regulations promulgated by the Committee with respect thereto).

        2.12 "SHARES" means Shares of the common stock, par value $.25 per
    share, of the Company or any security of the Company issued by the Company
    in substitution or exchange therefor.

        2.13 "STOCK OPTION AGREEMENT" means a written agreement between a
    Non-Employee Director and the Company evidencing an Option.

        2.14 "SUBSIDIARY(IES)" means any corporation (other than the Company) in
    an unbroken chain of corporations, including and beginning with the Company,
    if each of such corporations, other than the last corporation in the
    unbroken chain, owns, directly or indirectly, more than fifty percent (50%)
    of the voting stock in one of the other corporations in such chain.

    3. ADMINISTRATION.

        3.1 ADMINISTRATOR OF THE PLAN. The Plan shall be administered by the
    Compensation Committee of the Board.



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        3.2 AUTHORITY OF COMMITTEE. The Committee shall have full power and
    authority to: (i) interpret and construe the Plan and adopt such rules and
    regulations as it shall deem necessary and advisable to implement and
    administer the Plan, and (ii) designate persons other than members of the
    Committee to carry out its responsibilities, subject to such limitations,
    restrictions and conditions as it may prescribe, such determinations to be
    made in accordance with the Committee's best business judgment as to the
    best interests of the Company and its share owners and in accordance with
    the purposes of the Plan. The Committee may delegate administrative duties
    under the Plan to one or more agents as it shall deem necessary or
    advisable.

        3.3 DETERMINATIONS OF COMMITTEE. A majority of the Committee shall
    constitute a quorum at any meeting of the Committee, and all determinations
    of the Committee shall be made by a majority of its members. Any
    determination of the Committee under the Plan may be made without notice or
    a meeting of the Committee by a written consent signed by all members of the
    Committee.

        3.4 LIABILITY LIMITATION. Neither the Board nor the Committee, nor any
    member of either, shall be liable for any act, omission, interpretation,
    construction or determination made in good faith in connection with the Plan
    (or any Award), and the members of the Board and the Committee shall be
    entitled to indemnification and reimbursement by the Company in respect of
    any claim, loss, damage or expense (including, without limitation,
    attorneys' fees) arising or resulting therefrom to the fullest extent
    permitted by law and/or under any directors and officers liability insurance
    coverage which may be in effect from time to time.

    4. AWARDS. Awards in the form of Options shall be granted to Non-Employee
Directors in accordance with Section 8. Awards in the form of Shares shall be
granted to Non-Employee Directors in accordance with Section 9. Each Option
granted under the Plan shall be evidenced by a Stock Option Agreement.

        4.1 RELOAD PROVISION. The Committee may provide in any Stock Option
    Agreement that if the Optionee exercises a Stock Option using Shares held
    for at least six (6) months and/or elects to have Shares withheld to satisfy
    the Company's withholding obligations, the Optionee will then receive a new
    option covering the number of Shares used to exercise and/or satisfy
    withholding obligations. Such option will have a per share exercise price
    equal to the then Fair Market Value of the Shares, and will be subject to
    such terms and conditions as the Committee, in its sole discretion, may
    determine. Nothing in this Section 4.1 will restrict the Committee's ability
    to fix or limit in a Stock Option Agreement the maximum number of Shares
    available under any new option granted pursuant to a Stock Option Agreement.

    5. ELIGIBILITY. Non-Employee Directors of the Company shall be eligible to
participate in the Plan in accordance with Sections 8 and 9.

    6. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in Section
11, the aggregate number of Awards available for all grants of Options and
awards of Shares under the Plan shall not exceed 1,000,000. Further, subject to
adjustment as provided in Section 11, the aggregate number of Shares available
for Awards pursuant to Section 9 shall not exceed 250,000. If any Awards expire
unexercised or are forfeited, surrendered, cancelled, terminated or settled in
cash in lieu of common stock, the shares of common stock which were thereto
subject (or potentially subject) to such Awards shall again be available for
Awards under the Plan to the extent of such expiration, forfeiture, surrender,
cancellation, termination or settlement of such Awards.

    7. TRANSFERABILITY OF OPTIONS. Unless otherwise provided in the Stock Option
Agreement, no Option granted under the Plan, and no rights or interests herein
or therein, shall or may be assigned, transferred, sold, exchanged, encumbered,
pledged, or otherwise hypothecated or disposed of by an Optionee or any
beneficiary(ies) of any Optionee, except by testamentary disposition by the
Optionee or the laws of intestate succession. No such interest shall be subject
to execution, attachment or similar legal process, including, without
limitation, seizure for the payment of the Optionee's debts, judgments, alimony,
or separate maintenance. Unless otherwise provided in the Stock Option
Agreement, during the lifetime of the Optionee, Options are exercisable only by
the Optionee.

    8. OPTIONS. Each Non-Employee Director shall be granted Options, subject to
the following terms and conditions:

        8.1 TIME OF GRANT. All continuing Non-Employee Directors shall be
    granted the Option to purchase 5,000 Shares on the date of the 2000 Annual
    Meeting of Share Owners. On January 31st of each year (or annually on such
    other date as the Committee may grant options to the Company's executive
    officers under an incentive plan approved by the share owners) beginning in
    2001, each continuing Non-Employee Director shall be granted an Option to
    purchase 5,000 Shares. If a person is first elected or appointed as a
    Non-Employee Director other than on the date of the Annual Meeting of Share
    Owners, then on the date on which that person



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    first begins to serve as a Non-Employee Director he or she shall be granted
    an Option to purchase a pro-rated number of Shares based upon the number of
    days remaining until the next Annual Meeting of Share Owners divided by 365.

        8.2 PURCHASE PRICE. The purchase price per Share under each Option
    granted pursuant to this Section shall be 100% of the Fair Market Value per
    Share on the Option Grant Date.

        8.3 VESTING AND EXERCISE OF OPTIONS. Subject to Section 10, each Option
    granted to a Non-Employee Director shall be fully vested on and after the
    Option Grant Date or on such other date as set by the Committee. Each Option
    shall be fully exercisable on and after a date as set by the Committee,
    which date shall be at least six months after the Option Grant Date, and,
    subject to Section 10, shall not be exercisable prior to such date. In no
    event shall the period of time over which the Option may be exercised exceed
    ten years from the Option Grant Date. An Option, or portion thereof, may be
    exercised in whole or in part only with respect to whole Shares.

    Shares shall be issued to the Optionee pursuant to the exercise of an Option
    only upon receipt by the Company from the Optionee of payment in full either
    in cash or by surrendering (or attesting to the ownership of) Shares
    together with proof acceptable to the Committee that such Shares have been
    owned by the Optionee for at least six months prior to the date of exercise
    of the Option, or a combination of cash and Shares, in an amount or having a
    combined value equal to the aggregate purchase price for the Shares subject
    to the Option or portion thereof being exercised. The Shares issued to an
    Optionee for the portion of any Option exercised by attesting to the
    ownership of Shares shall not exceed the number of Shares issuable as a
    result of such exercise (determined as though payment in full therefor were
    being made in cash) less the number of Shares for which attestation of
    ownership is submitted. The value of owned Shares submitted (directly or by
    attestation) in full or partial payment for the Shares purchased upon
    exercise of an Option shall be equal to the aggregate Fair Market Value of
    such owned Shares on the date of the exercise of such Option.

    9. SHARES.

        9.1 STOCK GRANTS. On May 1st of each year beginning in 2000, an annual
    Award of 1,700 Shares shall be made to each Non-Employee Director.
    Non-Employee Directors first elected or appointed to the Board at any time
    other than the Annual Meeting of Share Owners shall receive an initial Award
    on the date on which that person first begins to serve as a Non-Employee
    Director, pro-rated based upon the number of days remaining until the next
    Annual Meeting of Share Owners divided by 365.

        9.2 STOCK ACCOUNT. The Committee may provide that annual Awards shall be
    made by entry into a stock account. If the Committee does so, the Company
    shall establish a bookkeeping account in the name of each Non-Employee
    Director (the "Stock Account"). For any Award made by Stock Account entry,
    the Non-Employee Director's Stock Account shall be adjusted to reflect such
    Shares and an aggregate number of Shares credited to each Non-Employee
    Director on such date shall be transferred by the Company to the Kellogg
    Company Grantor Trust for Non-Employee Directors. Except for the right to
    direct the Trustee as to the manner which the Shares are to be voted, a
    Non-Employee Director shall not have any rights with respect to any Shares
    credited to the Non-Employee Director's Stock Account and transferred to the
    Trust until the date the Non-Employee Director ceases, for any reason, to
    serve as a director of the Company. Dividends on the Shares held in Stock
    Accounts will be credited to the Non-Employee Director's Stock Account to be
    used to acquire additional Shares.

    10. AMENDMENT, SUSPENSION, AND TERMINATION.

        10.1 IN GENERAL. The Board may suspend or terminate the Plan (or any
    portion thereof) at any time and may amend the Plan at any time and from
    time to time in such respects as the Board may deem advisable to insure that
    any and all Awards conform to or otherwise reflect any change in applicable
    laws or regulations, or to permit the Company, or the Non-Employee Directors
    to benefit from any change in applicable laws or regulations, or in any
    other respect the Board may deem to be in the best interests of the Company
    or any Subsidiary. No such amendment, suspension, or termination shall (a)
    materially adversely affect the rights of any Non-Employee Director under
    any outstanding Options or Share grants, without the consent of such
    Non-Employee Director, (b) revise the exercise price of any outstanding
    Option without share owner approval, or (c) increase the number of Shares
    available for Awards pursuant to Section 6 without share owner approval.

        10.2 STOCK OPTION AGREEMENT MODIFICATIONS. The Committee may (in its
    sole discretion) amend or modify at any time and from time to time the terms
    and provisions of any outstanding Options in any manner to the extent that
    the Committee under the Plan or any Stock Option Agreement could have
    initially determined the restrictions, terms and provisions of such Options,
    including, without limitation, changing or accelerating the date or dates as
    of which such Options shall become exercisable. No


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    such amendment or modification shall, however, materially adversely affect
    the rights of any Non-Employee Director under any such Award without the
    consent of such Non-Employee Director.

    11. CHANGES IN CAPITALIZATION AND OTHER MATTERS.

        11.1 NO CORPORATE ACTION RESTRICTION. The existence of the Plan, any
    Stock Option Agreement and/or the Awards granted hereunder shall not limit,
    affect or restrict in any way the right or power of the Board or the share
    owners of the Company to make or authorize (a) any adjustment,
    recapitalization, reorganization or other change in the Company's or any
    Subsidiary's capital structure or its business, (b) any merger,
    consolidation or change in the ownership of the Company or any Subsidiary,
    (c) any issue of bonds, debentures, capital, preferred or prior preference
    stocks ahead of or affecting the Company's or any Subsidiary's capital stock
    or the rights thereof, (d) any dissolution or liquidation of the Company or
    any Subsidiary, (e) any sale or transfer of all or any part of the Company's
    or any Subsidiary's assets or business, or (f) any other corporate act or
    proceeding by the Company or any Subsidiary. No Non-Employee Director,
    beneficiary or any other person shall have any claim against any member of
    the Board or the Committee, the Company or any Subsidiary, or any employees,
    officers, share owners or agents of the Company or any Subsidiary, as a
    result of any such action.

        11.2 RECAPITALIZATION ADJUSTMENTS. If the Board determines that any
    dividend or other distribution (whether in the form of cash, common stock,
    other securities, or other property), recapitalization, stock split, reverse
    stock split, reorganization, merger, consolidation, split-up, spin-off,
    combination, repurchase, Change of Control or exchange of common stock or
    other securities of the Company, or other corporate transaction or event
    affects the common stock such that an adjustment is determined by the Board,
    in its sole discretion, to be necessary or appropriate in order to prevent
    dilution or enlargement of benefits or potential benefits intended to be
    made available under the Plan, the Board may, in such manner as it in good
    faith deems equitable, adjust any or all of (i) the number of shares of
    common stock or other securities of the Company (or number and kind of other
    securities or property) with respect to which Awards may be granted, (ii)
    the number of shares of common stock or other securities of the Company (or
    number and kind of other securities or property) subject to outstanding
    Awards, and (iii) the exercise price with respect to any Option, or make
    provision for an immediate cash payment to the holder of an outstanding
    Award in consideration for the cancellation of such Award.

        11.3 MERGERS. If the Company enters into or is involved in any merger,
    reorganization, Change of Control or other business combination with any
    person or entity (a "Merger Event"), the Board may, prior to such Merger
    Event and effective upon such Merger Event, take such action as it deems
    appropriate, including, but not limited to, replacing such Options with
    substitute stock options in respect of the shares, other securities or other
    property of the surviving corporation or any affiliate of the surviving
    corporation on such terms and conditions, as to the number of shares,
    pricing and otherwise, which shall substantially preserve the value, rights
    and benefits of any affected Options granted hereunder as of the date of the
    consummation of the Merger Event. Notwithstanding anything to the contrary
    in the Plan, if any Merger Event or Change of Control occurs, the Company
    shall have the right, but not the obligation, to cancel each Non-Employee
    Director's Options and to pay to each affected Non-Employee Director in
    connection with the cancellation of such Non-Employee Director's Options, an
    amount equal to the excess of the Fair Market Value, as determined by the
    Board, of the common stock underlying any unexercised Options (whether then
    exercisable or not) over the aggregate exercise price of such unexercised
    Options.

    Upon receipt by any affected Non-Employee Director of any such substitute
    stock options (or payment) as a result of any such Merger Event, such
    Non-Employee Director's affected Options for which such substitute options
    (or payment) were received shall be thereupon cancelled without the need for
    obtaining the consent of any such affected Non-Employee Director.

       11.4 CHANGE OF CONTROL PROVISIONS.

    (a) Impact of Event. Notwithstanding any other provision of the Plan to the
        contrary, in the event of a Change in Control:

        (i)   Any Options outstanding as of the date such Change in Control is
              determined to have occurred, and which are not then exercisable,
              shall become fully exercisable; and

        (ii)  The Committee may also make additional adjustments and/or
              settlements of outstanding Awards as it deems appropriate and
              consistent with the Plan's purposes.



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    (b) Definition of Change in Control. For purposes of the Plan, a "Change in
        Control" shall mean the happening of any of the following events:

        (i)   An acquisition after the date hereof by any individual, entity or
              group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
              Exchange Act) (a "Person") of beneficial ownership (within the
              meaning of Rule 13d-3 promulgated under the Exchange Act) of 20%
              or more of either (a) the then outstanding shares of common stock
              of the Company (the "Outstanding Company Common Stock") or (b) the
              combined voting power of the then outstanding voting securities of
              the Company entitled to vote generally in the election of
              directors (the "Outstanding Company Voting Securities");
              excluding, however, the following: (1) any acquisition directly
              from the Company, other than an acquisition by virtue of the
              exercise of a conversion privilege unless the security being so
              converted was itself acquired directly from the Company or
              approved by the Incumbent Board (as defined below), (2) any
              acquisition by the Company, (3) any acquisition by any employee
              benefit plan (or related trust) sponsored or maintained by the
              Company or any entity controlled by the Company, (4) any
              acquisition by an underwriter temporarily holding Company
              securities pursuant to an offering of such securities, or (5) any
              acquisition pursuant to a transaction which complies with clauses
              (1), (2) and (3) of subsection (iii) of this Section 11.4(b); or

        (ii)  A change in the composition of the Board such that the individuals
              who, as of the effective date of the Plan, constitute the Board
              (such Board shall be hereinafter referred to as the "Incumbent
              Board") cease for any reason to constitute at least a majority of
              the Board; provided, however, for purposes of this Section, that
              any individual who becomes a member of the Board subsequent to the
              effective date of the Plan, whose election, or nomination for
              election by the Company's share owners, was approved by a vote of
              at least a majority of those individuals who are members of the
              Board and who were also members of the Incumbent Board (or deemed
              to be such pursuant to this proviso), either by a specific vote or
              by approval of the proxy statement of the Company in which such
              person is named as a nominee for director, without written
              objection to such nomination shall be considered as though such
              individual were a member of the Incumbent Board; but, provided
              further, that any such individual whose initial assumption of
              office occurs as a result of either an actual or threatened
              election contest with respect to the election or removal of
              directors or other actual or threatened solicitation of proxies or
              consents by or on behalf of a Person other than the Board shall
              not be so considered as a member of the Incumbent Board; or

        (iii) Consummation of a reorganization, merger or consolidation (or
              similar transaction), a sale or other disposition of all or
              substantially all of the assets of the Company, or the acquisition
              of assets or stock of another entity ("Corporate Transaction"); in
              each case, unless immediately following such Corporate Transaction
              (1) all or substantially all of the individuals and entities who
              are the beneficial owners, respectively, of the Outstanding
              Company Common Stock and Outstanding Company Voting Securities
              immediately prior to such Corporate Transaction will beneficially
              own, directly or indirectly, more than 60% of, respectively, the
              outstanding shares of common stock, and the combined voting power
              of the then outstanding voting securities entitled to vote
              generally in the election of directors, as the case may be, of the
              corporation resulting from such Corporate Transaction (including,
              without limitation, a corporation which as a result of such
              transaction owns the Company or all or substantially all of the
              Company's assets either directly or through one or more
              subsidiaries) in substantially the same proportions as their
              ownership, immediately prior to such Corporate Transaction, of the
              Outstanding Company Common Stock and Outstanding Company Voting
              Securities, as the case may be, (2) no Person (other than the
              Company, any employee benefit plan (or related trust) of the
              Company or such corporation resulting from such Corporate
              Transaction) will beneficially own, directly or indirectly, 20% or
              more of, respectively, the outstanding shares of common stock of
              the corporation resulting from such Corporate Transaction or the
              combined voting power of the outstanding voting securities of such
              corporation entitled to vote generally in the election of
              directors except, to the extent that such ownership existed prior
              to the Corporate Transaction, and (3) individuals who were members
              of the Incumbent Board at the time of the Board's approval of the
              execution of the initial agreement providing for such Corporate
              Transaction will constitute at least a majority of the members of
              the board of directors of the corporation resulting from such
              Corporate Transaction; or

        (iv)  The approval by the share owners of the Company of a complete
              liquidation or dissolution of the Company.

    12. FOREIGN DIRECTORS. Without amending the Plan, Awards granted to
Non-Employee Directors who are foreign nationals may have such terms and
conditions different from those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to foster and promote achievement of
the purposes of the Plan and, in furtherance of such purposes, the Committee may
make

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such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries or
jurisdictions in which the Company or its Subsidiaries operate or have
Non-Employee Directors.

    13. MISCELLANEOUS.

        13.1 LISTING, REGISTRATION AND OTHER LEGAL COMPLIANCE. No Awards shall
    be required to be issued or granted under the Plan unless legal counsel for
    the Company shall be satisfied that such issuance or grant will be in
    compliance with all applicable federal and state securities laws and
    regulations and any other applicable laws or regulations. The Committee may
    require, as a condition of any payment or share issuance, that certain
    agreements, undertakings, representations, certificates, and/or information,
    as the Committee may deem necessary or advisable, be executed or provided to
    the Company to assure compliance with all such applicable laws or
    regulations. Certificates for Shares delivered under the Plan may be subject
    to such stock-transfer orders and such other restrictions as the Committee
    may deem advisable under the rules, regulations, or other requirements of
    the Securities and Exchange Commission, any stock exchange upon which the
    common stock is then listed, and any applicable federal or state securities
    law. In addition, if at any time specified herein (or in any Stock Option
    Agreement or otherwise) for (a) the making of any Award, or the making of
    any determination, (b) the issuance or other distribution of Shares, or (c)
    the payment of amounts to or through a Non-Employee Director with respect to
    any Award, any law, rule, regulation or other requirement of any
    governmental authority or agency shall require either the Company, any
    Subsidiary or any Non-Employee Director (or any estate, designated
    beneficiary or other legal representative thereof) to take any action in
    connection with any such determination, any such Shares to be issued or
    distributed, any such payment, or the making of any such determination, as
    the case may be, shall be deferred until such required action is taken. With
    respect to persons subject to Section 16 of the Exchange Act, transactions
    under the Plan are intended to comply with all applicable conditions of Rule
    16b-3 promulgated under the Exchange Act.

        13.2 STOCK OPTION AGREEMENTS. Each Non-Employee Director receiving an
    Award under the Plan shall enter into a Stock Option Agreement with the
    Company in a form specified by the Committee. Each such Non- Employee
    Director shall agree to the restrictions, terms and conditions of the Award
    set forth therein and in the Plan.

        13.3 DESIGNATION OF BENEFICIARY. Each Non-Employee Director to whom an
    Award has been made under the Plan may designate a beneficiary or
    beneficiaries to exercise any Option or to receive any payment which under
    the terms of the Plan and the relevant Stock Option Agreement may become
    exercisable or payable on or after the Non-Employee Director's death. At any
    time, and from time to time, any such designation may be changed or
    cancelled by the Non-Employee Director without the consent of any such
    beneficiary. Any such designation, change or cancellation must be on a form
    provided for that purpose by the Committee and shall not be effective until
    received by the Committee. If no beneficiary has been designated by a
    deceased Non-Employee Director, or if the designated beneficiaries have
    predeceased the Non-Employee Director, the beneficiary shall be the
    Non-Employee Director's estate. If the Non-Employee Director designates more
    than one beneficiary, any payments under the Plan to such beneficiaries
    shall be made in equal shares unless the Non-Employee Director has expressly
    designated otherwise, in which case the payments shall be made in the shares
    designated by the Non-Employee Director.

        13.4 OBLIGATION TO REELECT. Nothing in this Plan shall be deemed to
    create any obligation on the part of the Board of Directors to nominate any
    Director for reelection by the Company's share owners.

        13.5 GOVERNING LAW. The Plan and all actions taken thereunder shall be
    governed by and construed in accordance with the laws of the State of
    Delaware, without reference to the principles of conflict of laws thereof.
    Any titles and headings herein are for reference purposes only, and shall in
    no way limit, define or otherwise affect the meaning, construction or
    interpretation of any provisions of the Plan.

    14. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall be effective upon its
approval by the Board and adoption by the Company, subject to the approval of
the Plan by the Company's share owners in accordance with the Internal Revenue
Code. If share owner approval is not obtained at the 2000 Annual Meeting of
Share Owners, the Plan shall be nullified. The Plan shall terminate on February
17, 2010, unless terminated earlier by the Board.

    As adopted by the Board on February 18, 2000.

                                                   KELLOGG COMPANY
                                                   One Kellogg Square
                                                   Battle Creek, MI 49016-3599



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