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                                                                   EXHIBIT 10.18

                                December 20, 2004

Mr. James M. Jenness
2049 North Mohawk
Chicago, Illinois 60614

Dear Jim:

We are very excited that you have agreed to be Chairman of the Board and Chief
Executive Officer ("CEO") of Kellogg Company (the "Company"), subject to Carlos
Gutierrez's being sworn in as Secretary of Commerce. As we discussed, your
experience with the Company, and your extensive knowledge of our business will
make this transition as seamless as possible.

      The following outlines the package of compensation and benefits that you
will receive in connection with agreeing to serve as the Company's CEO. Except
as specifically noted, all compensation and benefits will be provided only if
you actually begin employment as CEO.

1.    Base Salary; Annual Incentive Plan.

      Your starting base salary will be $1,050,000 per year (which approximates
      the 50th percentile of the Company's peer group), and you will be eligible
      for your first annual merit adjustment in April 2006. Under the Kellogg
      Company Executive Compensation Deferral Plan, all base salary in excess of
      $950,000 per year will be subject to mandatory deferral in stock units, to
      be distributed in cash following your departure from employment with the
      Company.

      You will also participate in the Kellogg Company Annual Incentive Plan
      (the "AIP"), with a target award for 2005 of 115% of base salary. Your
      actual bonus awards will range from 0 to 200% of target, depending upon
      achievement of the corporate, business unit and individual goals
      established by the Company's Board of Directors (the "Board").

2.    Long-Term Incentives.

      You will also be eligible to participate in the Company's long-term
      incentive program (the "LTIP"). The LTIP is currently comprised of grants
      of stock options and the Executive Performance Plan (the "EPP"). Stock
      options are typically awarded in the first quarter of the year, and all
      stock option awards and features are otherwise subject to annual approval
      by the Board. Each EPP is a three-year long-term performance plan, with
      performance metrics and targets determined by the Compensation Committee
      of the Board (the "Compensation Committee"). EPP awards range from 0% to
      200% of target, depending upon the level of achievement of performance
      goals established by the Compensation Committee, and are paid in shares of
      Company stock. Additional terms and conditions of the EPP are described in
      the plan summary that will be presented to you at the time of the award.
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Mr. James M. Jenness
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December 20, 2004

      Your 2005 LTIP target award will be established by the Compensation
      Committee at approximately $5,000,000 - $6,000,000 (which approximates the
      50th percentile of the Company's peer group), with 70% of that value being
      reflected in your stock option award, and the remaining 30% representing
      the target amount of your EPP award for the performance period 2005-2007.

3.    Restricted Stock.

      You will receive a restricted stock grant (the "Stock Grant") on the first
      day of your employment as CEO (the "Start Date"), consisting of a number
      of shares of the Company's common stock having an aggregate value of
      $1,000,000, based on the average of the high and low trading price of the
      common stock on the Start Date, rounded to the nearest whole number of
      shares. The Stock Grant will vest on the third anniversary of the Start
      Date, if you are still employed on that anniversary. If your employment is
      terminated by the Company without Cause (as defined below) or by you for
      Good Reason before the third anniversary of the Start Date, a pro-rata
      portion of the Stock Grant will vest upon your termination. The pro-rata
      portion will be determined by (i) multiplying the total number of shares
      in the Stock Grant by a fraction, the numerator of which is the number of
      whole and partial calendar months in the period from your Start Date
      through the date of termination, and the denominator of which is 36, and
      (ii) rounding to the nearest whole number of shares, if necessary.
      Additional terms and conditions of your restricted stock grant are
      described in the award letter and plan summary that will be presented to
      you at the time of the award.

      For purposes of this letter agreement, termination for "Cause" means
      termination by the Company because of (i) your willful engaging in illegal
      conduct or gross misconduct pursuant to which the Company has suffered a
      loss, or (ii) your willful and continued failure to perform substantially
      your duties hereunder in any material respect; provided, however, that in
      the case of clause (ii), the Company must provide written notice of such
      breach or failure within thirty (30) days of its discovery thereof, and
      you shall have thirty (30) days from such written notice to cure such
      breach or failure.

      For purposes of this letter agreement, termination for "Good Reason" means
      termination by you because of (i) a reduction in your base salary, as in
      effect from time to time, (ii) the Company's failure to provide any fringe
      benefit plan or substantially similar benefit or compensation plan which
      has been made generally available to other management employees of the
      Company at a level which is generally consistent with past practices;
      provided, however, that nothing in this clause shall be construed to
      constrain the Company from amending or eliminating any benefit or
      compensation plan; (iii) a breach by the Company of its obligations to you
      under this letter agreement in any material respect, or (iv) the
      assignment of any duties inconsistent with the role of Chairman of the
      Board and Chief Executive Officer of the Company or a diminution in your
      responsibilities, authority or duties as in effect immediately prior to
      such change; provided however, that in the case of each of clauses (i)
      through (iv) hereof, you must provide written notice of any such alleged
      action of the Company within thirty (30) days

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Mr. James M. Jenness
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December 20, 2004

      of the date you knew of such action and the Company shall have thirty (30)
      days from such written notice to cure such action.

4.    Retirement Benefits.

      You will be eligible to participate in the Kellogg Company Salaried
      Pension Plan (the "Qualified Plan"), the Kellogg Company Supplemental
      Retirement Plan (the "Supplemental Plan") and the Kellogg Company Excess
      Benefit Plan (the "Excess Plan") (collectively, the "Pension Plans"), to
      the same extent and on the same basis as other senior executives, with the
      modification explained below. The Qualified Plan is funded by Company
      contributions to a trust, and the Supplemental Plan and the Excess Plan
      benefits are paid by the Company out of general assets. None of the
      Pension Plans requires employee contributions. Under the current terms of
      the Pension Plans, you will begin building service credits on a monthly
      basis the day you begin employment; you will become vested in the plan
      upon completion of 5 years of vesting service; the amount of your benefit
      is based on the number of years that you work for the Company and your
      final average pay, which includes your AIP bonus (but not your EPP payouts
      or equity compensation); and survivor options and disability benefits are
      provided under the plan.

      In addition to the Pension Plans, you will participate in the Kellogg
      Company Key Executive Benefits Plan (the "Key Executive Plan") to the
      extent necessary to ensure that if your employment with the Company is
      terminated (1) after you have completed three years of service but before
      you have completed five years of service and attained age 62, or (2) by
      you for Good Reason at any time before you have completed five years of
      service and attained age 62, you will receive an aggregate pension benefit
      equal to the benefit you would have received under the Pension Plans if
      you had attained age 62 with 5 years of service (provided that the amount
      of your accrued pension benefit will be determined based on your actual
      years of service and your actual compensation during employment).

      Furthermore, whenever your employment with the Company terminates, you
      will receive a retiree medical benefit, for you and your eligible
      dependents during your lifetime, similar to the coverage that Carlos would
      have had in the event he had retired under the applicable plan at the time
      your employment terminates, or the cash equivalent thereof, as reasonably
      determined by the Company.

5.    Other Employment and Severance Benefits.

      You will also be eligible to participate in the Kellogg Company Savings
      and Investment Plan and the Kellogg Company Supplemental Savings and
      Investment Plan (Restoration Plan), to the same extent and on the same
      basis as other senior executives. Under the current terms of these plans,
      you will be eligible to start making your own contributions immediately,
      and after you have completed one year of service, the Company will begin
      contributing to your account at a rate of 100 percent for the first 3
      percent of your contributions and 50 percent on the next 2 percent of your
      contributions.
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Mr. James M. Jenness
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December 20, 2004

      You will also be entitled to participate in the Company's other employee
      benefit plans and senior executive benefit plans, as in effect from time
      to time. The employee benefit plans currently include life insurance,
      medical insurance, dental plan, salary continuation plan in the event of
      personal illness, holidays, and vacation. The senior executive benefit
      plans currently include the Executive Survivor Income Plan, which provides
      Company sponsored life insurance, and the Change of Control policy, which
      provides certain benefits in connection with a change of control of the
      Company. When you leave the Company, if (a) you use your good faith
      efforts to sell your primary residence in the Battle Creek/Kalamazoo area
      for the highest price available at the time, and (b) the sale takes place
      within 12 months of your departure date, the Company will pay to you the
      excess, if any, of your purchase price over the sale price of the
      residence.

      In addition, in the event your employment is terminated by the Company
      without Cause or by you for Good Reason, you will be entitled to receive
      severance in an amount as determined by the Board (but in no event less
      than two times your then-current base and target bonus), conditioned upon
      your signing and not revoking a form of separation agreement furnished by
      the Company, which would include, among other things, an agreement not to
      compete and a release of claims. You would not be eligible to receive
      severance payments if you are otherwise eligible to receive payments under
      the Change of Control policy.

      The Company also will pay the expenses involved in moving you and your
      family to your new location consistent with our relocation policy.

6.    Other Benefits.

      We understand that you have resigned from your position with Integrated
      Merchandising Systems, LLC ("IMS"), in order to make yourself available to
      accept the position as the Company's Chairman and CEO. We also understand
      the financial and other consequences that would occur if you do not become
      the Company's Chairman and CEO. Accordingly, subject to the next two
      sentences, the Company will pay you $2,215,000 (the "Payment") to
      compensate you for your forfeiture of specific benefits from IMS or an
      affiliate of IMS relating to bonus and performance programs (the
      "Forfeited Benefits") and in recognition of the preparatory work you are
      doing during this interim period. The Payment will be made to you on or
      before December 31, 2004, regardless of whether you become the Company's
      Chairman and CEO. As we discussed, if Carlos is sworn in as Secretary of
      Commerce and you do not become the CEO for any reason other than your
      death or disability or a termination of this letter agreement by the
      Company, you will not be entitled to receive any portion of the Payment
      (and you will refund to the Company any portion of the Payment that you
      have already been paid). You also agree that you will refund to the
      Company any portion of the Payment that you receive from the Company to
      the extent that you actually receive the applicable Forfeited Benefit from
      IMS or an affiliate of IMS.
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Mr. James M. Jenness
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December 20, 2004

      We also recognize that it may be difficult to secure a comparable position
      under these circumstances for a variety of reasons, including the fact
      that you are subject to a non-compete with IMS, and that by resigning your
      position you have given up substantial death and disability benefits from
      IMS. Consequently, if Carlos remains the CEO, or if he is sworn in as
      Secretary of Commerce but you do not become the CEO as a result of your
      death or disability or a termination of this letter agreement by the
      Company, the Company will pay you (or your estate, in the event of your
      death) $1,600,000 (your estimated average total compensation for the past
      three years) annually for the next three years. As we discussed, this
      amount would be offset by income that you earn from another employer or
      other similar business arrangement during that three-year period. In any
      event, we would expect that you would remain on our Board.

7.    Tax Law Change.

      As you may know, the American Jobs Creation Act of 2004 (the "AJCA") made
      sweeping changes to the tax law governing nonqualified deferred
      compensation. Any deferred compensation that you may earn as CEO will be
      subject to the new rules, and a failure to comply with those rules would
      result in substantial tax penalties to you. It is the Company's intention
      to make every effort to comply with the new rules, to avoid adverse tax
      consequences to you and other employees. The changes will be designed with
      the intention of preserving the economics of the affected arrangements.

      In particular, we anticipate that it will be necessary to amend the
      Supplemental Plan, the Excess Plan, the Key Executive Plan, and the
      Supplemental Savings and Investment Plan, among other Company
      arrangements, to comply with the new rules by, among other things,
      imposing stricter limits on the timing of payouts and elections by
      participants. These amendments will apply to you in the same manner as to
      the Company's other executives. Furthermore, although we believe that this
      letter agreement complies with the new tax law, and that no provision of
      this letter agreement constitutes a material modification, within the
      meaning of Section 885(d)(2)(B) of the AJCA, of the Supplemental Plan, the
      Excess Plan or the Key Executive Plan, the Treasury Department has not yet
      issued regulations under the AJCA, and many questions remain unclear.
      Accordingly, if the Company determines, after regulations are issued and
      in consultation with its tax advisors, that any provision of this letter
      agreement does not so comply, or does constitute such a material
      modification, the provisions in question will not be operative, and you
      and the Company will make mutually acceptable revisions to this letter
      agreement so that you receive the same economic benefits in a manner that
      avoids adverse tax consequences to you and the other participants in the
      listed plans.

8.    Miscellaneous.

      As a matter of Company policy, your employment is contingent upon you
      successfully passing a drug screen. Under Company policy, all employment
      is at-will, and any exceptions must be in writing and approved by an
      authorized officer. The Company will require any successor (whether direct
      or indirect, by purchase, merger, consolidation or

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Mr. James M. Jenness
Page 6
December 20, 2004

      otherwise) to all or substantially all of the business and/or assets of
      the Company to assume expressly and agree to perform this letter agreement
      in the same manner and to the same extent that the Company would be
      required to perform it if no such succession had taken place. "Company"
      means the Company as hereinbefore defined and any successor to its
      business and/or assets as aforesaid that assumes and agrees to perform
      this letter agreement by operation of law or otherwise.

      We are very excited about the prospect of your becoming the Chairman and
Chief Executive Officer of Kellogg Company. Upon your execution of this letter
agreement, it will become a binding agreement between you and the Company.

                                    Sincerely,

                                    /s/ Gordon Gund

                                    Gordon Gund
                                    Chairman, Nominating and
                                    Governance Committee

Acknowledged and agreed this
22 day of December, 2004

/s/ James M. Jenness
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James M. Jenness