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                                                                   EXHIBIT 10.34

                                 KELLOGG COMPANY
                              ANNUAL INCENTIVE PLAN
                                    MAY 2003

1.    PURPOSE

      The purpose of the Kellogg Company Annual Incentive Plan ("AIP") is to
      encourage Participants to achieve the objectives of the Kellogg Company
      and its Business Units (collectively, the "Company") through financial
      incentives aimed to improve the overall success and profitability of the
      Company.

2.    GENERAL DESCRIPTION

      The AIP is designed to generate compensation payments to Participants
      based on the Company's Net Sales, Operating Profit, and Cash Flow
      performance during the Plan Year. A Participant's individual performance
      rating for the Plan Year may result in an adjustment of the actual award
      payment.

3.    ADMINISTRATION

      The responsibility for the overall administration and interpretation of
      the AIP (and related documents) rests with the Company's Chairman of the
      Board of Directors and Chief Executive Officer or his designee (the
      "CEO"). The CEO has complete discretion as to all matters pertaining to
      administration and interpretation of the AIP (and related documents),
      unless otherwise specified herein. The determinations and actions of the
      CEO as to the administration and interpretation of the AIP (and related
      documents) shall be final and binding on all parties. Notwithstanding the
      foregoing, the Performance Measures for each Plan Year and goals for the
      Company and its Business Units under the AIP will be identical to the
      performance measures and goals for the Company and its Business Units that
      have been established by the Compensation Committee of the Company's Board
      of Directors in connection with the Kellogg Company Senior Executive
      Annual Incentive Plan.

4.    ELIGIBILITY FOR PARTICIPATION

      Eligibility for participation in the AIP will be open to all regular,
      salaried employees of U.S.-based businesses of the Company and any of
      their legal affiliates and subsidiaries, unless otherwise excluded on
      Appendix B. Hourly production workers are specifically excluded from AIP
      participation. In addition, an employee will be eligible for participation
      in the AIP if he or she meets the criteria described in one of the
      following four bullet points.

      -     He or she is a salaried employee of Kellogg Canada, or of any of its
            legal affiliates or subsidiaries, and does not participate in an
            incentive plan other than the AIP.

      -     He or she is an employee in level 5 or above of Kellogg Europe, or
            of any of its legal affiliates or subsidiaries, and does not
            participate in an incentive plan other than the AIP.

      -     He or she is an employee in level 4 or above of Kellogg Latin
            America, Kellogg Asia, or any of their legal affiliates or
            subsidiaries, and does not participate in an incentive plan other
            than the AIP.

      -     He or she is a salaried employee of Kellogg Australia New Zealand,
            or of any of its legal affiliates or subsidiaries, and does not
            participate in an incentive plan other than the AIP.

      All decisions pertaining to AIP eligibility will be at the sole discretion
      of the CEO, who will have full and complete latitude to permit or deny AIP
      participation for any reason at any time. Eligibility decisions of the CEO
      will be final and binding on all parties.

      Participation begins on the date the employee satisfies the eligibility
      criteria set forth in this section (subject to the limitations set forth
      in Section 5 hereof), and on such date the employee will become a
      "Participant." Participation in the AIP will end on the date that such an
      employee is removed (voluntarily or involuntarily) from an eligible

                                     1 of 12

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      position (except as otherwise provided in Section 5H), or the date that
      the AIP is terminated, or amended in a manner to end the employee's
      participation, for any reason.

      Participants who are new hires or are transferred or promoted into an
      AIP-eligible position may be eligible for pro-rata awards based on the
      number of full calendar months of participation, in accordance with
      Section 5H hereof. However, individuals who are hired into an AIP-eligible
      position on or after October 1 are not eligible for participation in the
      AIP for that Plan Year, unless authorized by the CEO.

5.    PLAN ADMINISTRATION

      A.    General Procedures

            The Company's and each specific Business Unit's Performance Measures
            will be measured for the Plan Year to determine Incentive Award
            opportunities. No Incentive Award shall be earned until all the
            procedural and discretionary determinations described in this AIP
            have been made. The Incentive Awards for the Plan Year which are
            payable under the AIP shall be paid as provided below.

      B.    Plan Elements and Individual Performance Adjustments

            In general, Participants may be eligible for Incentive Awards based
            on the following 3 key elements:

            -     Target Bonus - The "Target Bonus" is the target annual
                  Incentive Award a Participant is eligible to receive for the
                  applicable Plan Year. The Target Bonus is based on the level
                  of the Participant's job and represented as a percentage of
                  the Participant's annual base salary.

            -     Performance Measures - Success of the Company and each
                  distinct Business Unit is measured, tracked, and rewarded
                  according to one or more of the following "Performance
                  Measures": Net Sales, Operating Profit, and Cash Flow.

            -     Goals - Each Business Unit has been assigned goals for its
                  Performance Measures. Up to 80% of a Participant's Incentive
                  Award is determined by the achievement of his or her Business
                  Unit's goals. The achievement of the Business Unit goals is
                  called the "Business Performance Factor," or "BPF" for short.
                  Additionally, every Business Unit reports to a larger Business
                  Unit. For example, Morning Foods reports to KUSA. The larger
                  Business Units ("Area Business Unit") also have been assigned
                  goals based on the sum of their reporting units. The remaining
                  portion of a Participant's Incentive Award is determined by
                  the achievement of his or her Area's goals, appropriately
                  weighted. The relative achievement of the Area's goals is
                  called the "Area Performance Factor," or "APF" for short. The
                  BPF and APF, as appropriately weighted, will determine whether
                  the Participant will receive an Incentive Award. Measurements
                  of the actual results against the goals will determine the
                  pay-out level of the Participant's Incentive Award, if any.
                  Percentage of payout will range from 0% up to 200% of the
                  Target Bonus depending upon results achieved.

            Notwithstanding the foregoing, the final calculation of a
            Participant's Incentive Award is subject to adjustment based upon
            the individual performance rating for the Plan Year that has been
            assigned to the Participant by his or her Business Unit Manager. If
            a Participant receives an individual performance rating of "A", the
            Participant's Business Unit Manager may recommend increasing the
            Participant's Incentive Award by 20% to 50% of the Participant's
            Target Bonus. If a Participant receives an individual performance
            rating of "B", the Participant's Business Unit Manager may recommend
            increasing or decreasing the Participant's Incentive Award by 15% of
            the Participant's Target Bonus. If a Participant receives an
            individual performance rating of "C", the Participant's Business
            Unit Manager may recommend decreasing the Participant's final bonus
            award by 20% to 50% or more of the Participant's Target Bonus. The
            Participant's Incentive Award will be increased or decreased in
            accordance with a

                                     2 of 12

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            recommendation made by his or her Business Unit Manager; however,
            the CEO may, at his sole discretion, adjust any such Participant
            Incentive Awards.

            A sample award calculation is provided in Appendix A to demonstrate
            the key elements of the AIP and the manner in which an Incentive
            Award may be adjusted on account of the Participant's individual
            performance rating.

      C.    Selection of Relevant Award Components

            Kellogg Company's Executive Management Committee ("EMC"), or its
            designee, will determine the appropriate components (i.e. Business
            Unit and Area Business Unit), and the weighting thereof, upon which
            each Participant's Incentive Award will be based. The EMC or its
            designee will strive to designate the components that will result in
            the Participant's accountability, by selecting components closest to
            the Participant's day-to-day responsibilities, and the EMC or its
            designee will assign weighting to such components in a manner aimed
            to encourage the Participant's teamwork. For this reason, the
            components and weighting designated in Incentive Awards may differ
            from Participant to Participant.

            The components (and their relative weights) selected for each
            Participant's Incentive Award will depend upon the Participant's
            role in the organization. The Functional or Business Unit Leader
            will be responsible for assigning Participants to the appropriate
            "Participant Group." The following chart provides a sample of the
            components and weights for certain Participant Groups:

<TABLE>
<CAPTION>
                       PORTION OF AIP DETERMINED BY EACH COMPONENT*
                      ----------------------------------------------
                       AREA BUSINESS UNIT           BUSINESS UNIT
PARTICIPANT GROUP         PERFORMANCE                PERFORMANCE
--------------------------------------------------------------------
<S>                   <C>                        <C>
Corporate               Corporate - 20%            Corporate - 80%
Finance, Legal
--------------------------------------------------------------------
Morning Foods,            KUSA - 20%             Morning Foods - 80%
Marketing
--------------------------------------------------------------------
Natural & Frozen          KUSA - 20%                  NFF - 80%
Foods (NFF),
Finance
--------------------------------------------------------------------
Snacks,                   KUSA - 20%                 Snacks - 80%
Operations, DSD
--------------------------------------------------------------------
Snacks Channels           Snacks-20%                Channel - 80%
--------------------------------------------------------------------
Mexico IT             Latin America - 20%            Mexico - 80%
--------------------------------------------------------------------
Italy Sales              Europe - 20%                Italy - 80%
--------------------------------------------------------------------
</TABLE>

* For example purposes only. Components and their relative weights are subject
to change by the EMC or its designee.

D.    Performance Measures

            The Performance Measures may differ in weighting from Business Unit
            to Business Unit.

                                     3 of 12

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      E.    Performance Targets

            Objective and realistic performance targets for each Business Unit's
            and Area Business Unit's Performance Measures will be established.
            Three levels of performance targets will be set: (i) a Threshold
            Level, (ii) a Target Level; and (iii) a Maximum Level. If the
            weighted average of the component's performance under the designated
            Performance Measures fails to meet the Threshold Level, the portion
            of the Incentive Award tied to that component will not result in any
            amount payable to the Participant. The CEO reserves the right to
            modify the performance targets during any Plan Year in recognition
            of extraordinary events. Extraordinary events will be defined as any
            event that is outside the normal operations of the Company,
            including significant corporate transactions.

      F.    Determination of Other Factors

            The CEO will establish, in his sole discretion, any other terms and
            conditions relevant to the determination of a Participant's
            Incentive Award, including the weighting of the components (and the
            weighting of the Performance Measures for each such component) in
            the calculation of an Incentive Award. The CEO shall also have the
            ability, in his sole discretion, to consider additional or prorated
            Incentive Awards for Eligible Employees who were promoted during the
            relevant Plan Year and for Eligible Employees on extended leaves of
            absence.

      G.    Calculation and Payment of Incentive Awards

            After the audit of the financial results of the Company for the
            Fiscal Year regarding the relevant Plan Year, the CEO shall
            determine, in his sole discretion, the extent to which the goals
            under the AIP have been achieved.

            Incentive Awards will be calculated based on the actual results
            under each Performance Measure (up to 250% of the Target Level for
            each Performance Measure with a cap of 200% for the total of all
            Performance Measures at each level, Business Unit and Area Business
            Unit), as such performance is determined in the sole discretion of
            the CEO. For performance that falls between the Threshold and Target
            Levels, or between the Target and Maximum Levels, the Incentive
            Awards will be correspondingly adjusted by straight-line
            interpolation.

            The Participant's annual rate of base salary at the end of the Plan
            Year shall be used in calculating the Incentive Award. As described
            above in Section 5B, an Incentive Award may be adjusted on account
            of the Participant's individual performance rating. In no event,
            however, will the Maximum Bonus for any Participant under the AIP be
            greater than 200% of the individual's Target Bonus.

            Incentive Awards are intended to be paid during the first quarter of
            the calendar year following the relevant Plan Year after
            finalization of the Company's financial results and release to the
            public, except that Incentive Awards for Participants who terminate
            employment before the Incentive Award Payout Date and are entitled
            to a Incentive Award in accordance with Section 5H hereof, shall be
            paid as soon as administratively practicable.

            The CEO reserves the right to increase, reduce or eliminate an
            Incentive Award with respect to any Participant, in his sole
            discretion, and any such modification shall be binding upon all
            parties. Except to the extent expressly permitted in the applicable
            plan document, incentive awards under the AIP shall not be eligible
            for inclusion as part of compensation or salary under any Company
            employee benefit plans.

                                     4 of 12

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      H.    Effect of Termination (Death, Disability, Retirement or Separation),
            Promotion, New Hire/Transfer and Inactive Employment Status

             a. TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT: If a
             Participant experiences an involuntary termination of employment
             for reasons of death or "disability" (as defined in the long-term
             disability program covering the Participant) or the Participant
             elects to retire in accordance with the applicable qualified
             defined benefit retirement plan of the Company (or similar plans or
             arrangements outside the U.S.) that covers him or her (or, if there
             is no such defined benefit retirement plan, the qualified defined
             contribution retirement plan)) before the Incentive Award Payout
             Date, the Participant's Incentive Award (if any) shall be
             calculated based on the target performance results, but the award
             will be prorated for the number of full calendar months of
             participation in the Plan Year.

             b. INVOLUNTARY SEPARATION OR RESIGNATION: If a Participant
             experiences an involuntary termination of employment, or resigns,
             before the Incentive Award Payout Date for a reason not described
             in subsection a above, he or she will not be entitled to receive an
             Incentive Award; however, the CEO reserves the right, in his sole
             discretion, to provide, on an exception-only basis, Incentive
             Awards to any such Participant. In addition, proration may occur if
             required in agreements associated with a termination including
             those related to a change of control.

            c. PROMOTION, NEW HIRE, TRANSFER OR DEMOTION: An individual who
            becomes eligible to participate in the AIP after January 1 of the
            Plan Year , and prior to September 30, may be eligible to receive an
            Incentive Award calculated based on the actual full-year performance
            results, but prorated for the number of full calendar months of
            participation in the Plan Year. For purposes of this calculation,
            full credit will be given for the first month of such eligibility as
            if the employee was hired, promoted or transferred on the 1st day of
            such month.

            If an individual is promoted/demoted to a higher or lower AIP level,
            or between Business Units, during the Plan Year, the Incentive Award
            will be calculated for each role based on the actual full-year
            performance results, and the calculations will then be prorated for
            the number of full calendar months of participation in each role
            during the Plan Year. For purposes of this calculation, full credit
            will be given for the first month of eligibility in the new role as
            if the employee was promoted, demoted or transferred on the 1st day
            of such month.

            If a Participant moves to a non-participating position (i.e. out of
            a AIP-eligible position) during the Plan Year, the Incentive Award,
            if any, will be calculated based on the actual full-year performance
            results but prorated for the number of full calendar months of
            participation in the Plan Year.

            Individuals who are hired, transferred or initially promoted into an
            AIP-eligible position on or after October 1 of the Plan Year are not
            eligible for participation in the AIP, unless authorized by the CEO.

            d. INACTIVE EMPLOYMENT: If a Participant becomes an inactive
            employee during the Plan Year, his or her Incentive Award, if any,
            will be calculated based on the actual full-year performance
            results, but prorated for the number of full calendar months he or
            she was an active employee during the Plan Year. Employees are
            considered active employees if they are currently being paid annual
            base salary from the Company. Employees on a leave of absence for
            disability shall continue to be considered active for purposes of
            the AIP through the 90th day of such absence.

            e. INDIVIDUAL PERFORMANCE RATING FOR ANY EVENT DESCRIBED IN THIS
            SECTION 5H: Upon the occurrence of any event described in this
            Section 5H, the Participant's individual performance rating for the
            Plan Year will be factored into the final calculation of his or her
            Incentive Award, if any. If no individual performance rating has
            been assigned to the Participant for the Plan Year, no Incentive
            Award will be paid under the AIP until either (i) an individual
            performance rating

                                     5 of 12

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            is so assigned or (ii) the CEO, determines in his sole discretion,
            that the Participant's individual performance rating (or an
            equivalent rating) for the preceding Plan Year will be used in the
            calculation.

6.    AMENDMENT OR TERMINATION.

      The AIP is effective January 1, 2003. The AIP is subject to amendment,
      modification or termination, including retroactively, at the sole
      discretion of the Company.

7.    NO ENLARGEMENT OF EMPLOYEE RIGHTS.

      No Participant or other person will have any right to receive an Incentive
      Award under the Plan except in accordance with the terms of the AIP.
      Establishment of the Plan will not be construed to give any Participant
      the right to be retained in the service of the Company or any of its
      subsidiaries.

8.    WITHHOLDING.

      The Company reserves the right to withhold from any cash payable under
      this Plan any amounts that it is either required by law or permitted by
      law to withhold.

9.    CORPORATE SUCCESSORS.

      The Plan will not be automatically terminated by a transfer or sale of
      assets of the Kellogg Company, or by the merger or consolidation of the
      Kellogg Company into or with any other corporation or other entity, but
      the Plan will be continued after such sale, merger or consolidation only
      if and to the extent that the transferee, purchaser or successor entity
      agrees to continue the Plan.

10.   FINANCING.

      The Plan has been established as a payroll practice for the sole purpose
      of providing benefits to the Participants. The Plan will at all times be
      unfunded, and benefits under this Plan will constitute general obligations
      of the Kellogg Company. Participants will have only an unsecured right to
      payment thereof out of the Kellogg Company's general assets.

                                     6 of 12

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                                   APPENDIX A
                                GLOSSARY OF TERMS

1.    "BUSINESS UNIT" means a distinct business unit of the Kellogg Company
(inclusive of its Subsidiaries), as determined in the sole discretion of the
CEO; provided, however that each Business Unit's performance is measurable
through the application of one or more Performance Measures.

2.    "CASH FLOW" means, in the sole discretion of the CEO, either (i) the total
cash flow of the Business Unit and Business Unit Area at issue for the relevant
Plan Year as represented in a dollar amount; or (ii) the percentage by which the
total cash flow of the Business Unit, and Area Business Unit for the Plan Year
differs, positively or negatively, from its total cash flow for previous Plan
Year. "Cash flow" is defined as "Cash Flow from Operative Activities" per U.S.
GAAP less capital expenditure.

3.    "INCENTIVE AWARD" means an award of incentive compensation under the AIP,
as determined after all the procedural and discretionary determinations under
the AIP for the Plan Year have been made.

4.    "INCENTIVE AWARD PAYOUT DATE" means the date that Incentive Awards for the
relevant Plan Year are paid to Participants, in any form (e.g. direct deposit,
check from Kellogg Company, etc.).

5.    "MAXIMUM LEVEL" means the achievement of 200% or above the Target Level
established for such Business Unit, Team or Area.

6.    "NET SALES" means, in the sole discretion of the CEO, either (i) the net
sales of the Business Unit, Team or Area for the relevant Plan Year as
represented in a dollar amount, or (ii) the percentage by which the net sales of
the Business Unit and Area Business Unit for the Plan Year differs, positively
or negatively, from its net sales for the previous Plan Year. "Net Sales" is
computed in accordance with U.S. GAAP and Company Policy 20.01 and 20.21.

7.    "NON-EXEMPT EMPLOYEE" means an employee who is non-exempt within the
meaning of the United States Fair Labor Standards Act or any successor thereto.

8.    "OPERATING PROFIT" means, in the sole discretion of the CEO, either (i)
the operating profit of the Business Unit, Team or Area for the relevant Plan
Year as represented in a dollar amount, or (ii) the percentage by which
operating profit of the Business Unit and Area Business Unit for the Plan Year
differs, positively or negatively, from its operating profit for the previous
Plan Year. "Operating Profit" is computed in accordance with U.S. GAAP and
Company Policy.

9.    "PARTICIPANT GROUP" means the category assigned to a Participant, in the
CEO's sole discretion, for purposes of determining the portion of his or her
Incentive Award that should be tied to a given Business Unit, Team or Area.

10.   "PLAN YEAR" means the calendar year.

11.   "SUBSIDIARY" means any corporation, domestic or foreign, other than the
Kellogg Company, in an unbroken chain of corporations beginning with the Kellogg
Company if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
Notwithstanding the foregoing, the term "Subsidiary" will include a limited
liability company that is disregarded as an entity separate from a Subsidiary.

12.   "TARGET BONUS" means the target Incentive Award a Participant is entitled
to receive. A target percentage is determined based upon the level of the
Participant's job (as determined by the Market Reference Point) and is
represented as a percentage of annual base salary. The Target Bonus is
calculated by multiplying the Participant's target percentage by his or her
annual base salary.

                                     7 of 12

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13.   "TARGET LEVEL" means the achievement of 100% of the goals, appropriately
weighted, established for the Performance Measures applicable to the
Participant's Incentive Award.

14.   "THRESHOLD LEVEL" means the achievement of the minimum percentage
allowable under the AIP of the Target Level established for such Business Unit,
Team or Area.

                                     8 of 12

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                                   APPENDIX B
                            SAMPLE AWARD CALCULATION

                              THE 2003 AIP FORMULA


Your Target bonus x BPF X 80%        "BPF" - Business Performance Factor

+ Your Target bonus x APF X 20%      "APF" - Area Performance Factor

+ /- Individual Performance
  Adjustment (IPA)                   "IPA" - Individual Performance Adjustment


= YOUR BONUS AWARD

                                   ASSUMPTIONS

-     Business Unit Performance Factor (BPF) is 100%; Area Performance Factor
      (APF) is 100%

-     Target Bonus is $7,000 (represents a base salary of $70,000 X 10% AIP
      target)

Illustration of Bonus Payouts

<TABLE>
<CAPTION>
                                                        Individual Performance Rating
---------------------------------------------------------------------------------------------------------------------
                             "A" Performance                  "B" PERFORMANCE                   "C" PERFORMANCE
BUSINESS AND AREA      ----------------------------------------------------------------------------------------------
   PERFORMANCE                 IPA: + 30% *                     IPA: + 10% *                      IPA: - 20% *
=================      ==============================================================================================
<S>          <C>       <C>                              <C>                              <C>
                       $7,000 X 100% X 80% = $5,600     $7,000 X 100% X 80% = $5,600     $7,000 X 100% X 80% = $5,600
BPF:         APF:      $7,000 X 100% X 20% = $1,400     $7,000 X 100% X 20% = $1,400     $7,000 X 100% X 20% = $1,400
100%         100%      $7,000 X        30% = $2,100     $7,000 X        10% = $  700     $7,000 X       -20% =($1,400)
                                             ------                           ------                           ------
                                             $9,100                           $7,700                           $5,600
</TABLE>

* Represents a sample of the Individual Performance Adjustments


2003 PMP - DEFINITIONS OF PERFORMANCE RATINGS:

A     RESULTS AND BUSINESS BEHAVIORS SIGNIFICANTLY EXCEED PERFORMANCE STANDARDS

B     RESULTS AND BUSINESS BEHAVIORS FULLY MEET PERFORMANCE STANDARDS

C     RESULTS AND BUSINESS BEHAVIORS DID NOT MEET PERFORMANCE STANDARDS

NR    HIRED ON OR AFTER OCTOBER 1 OF THE CURRENT YEAR.

                                     9 of 12

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                                   APPENDIX C
                    EXCLUSIONS FROM ELIGIBILITY UNDER THE AIP

1.    Employees of the following subsidiaries of the Kellogg Company are not
      eligible to participate:

   NORTH AMERICA

   -  Argkel, Inc - Battle Creek, MI

   -  Ensemble Functional Food Company - Battle Creek, MI

   -  Gollek Inc. - Battle Creek, MI

   -  K-One Inc. - Battle Creek, MI

   -  K-Two Inc. - Battle Creek, MI

   -  Keeb Canada Inc. - Rexdale, Ontario, Canada

   -  Kelarg Inc. - Battle Creek, MI

   -  Kellogg Asia Inc. - Battle Creek, MI

   -  Kellogg Brasil Inc. - Battle Creek, MI

   -  Kellogg Chile Inc. - Battle Creek, MI

   -  Kellogg Fearn Inc. - Battle Creek, MI

   -  Kellogg Latvia Inc. - Battle Creek, MI

   -  Kellogg Sales Company - Battle Creek, MI

   -  Kellogg Services Group Inc. - Battle Creek, MI

   -  KFSC Inc. - Barbados

   -  McCamly Plaza Hotel Inc. - Battle Creek, MI

   -  Mountain Top Baking Company - Battle Creek, MI

   -  Trafford Park Insurance Limited - Bermuda

   -  Kellogg's Malaysia Manufacturing SDN. BHD, Kuala Lumpur, Malaysia
      (subsidiary of Kellogg Canada)

   -  Special Foods Investment Company (subsidiary of Worthington Foods Inc.)

   -  Kellogg A$, Cayman Islands

   -  Kellogg Yen, Cayman Islands

   -  Kellogg Bolivar, Cayman Islands

   -  Kellogg C$, Cayman Islands

   -  Kellogg Euro, Cayman Islands

   -  Kellogg Sterling, Cayman Islands

   -  Kellogg Mpeso, Cayman Islands

   -  Kellogg Talbot Limited - Battle Creek, MI

   ASIA PACIFIC

   -  Kellogg Asia Pacific Limited, Hong Kong

   -  Kellogg (N.Z.) Limited - Auckland, New Zealand (subsidiary of Kellogg
      Australia)

   -  Kellogg Superannuation Pty. Ltd. - Sydney, Australia (subsidiary of
      Kellogg Australia)

   -  Kellogg Project 1995 (Pty.) Ltd. - Springs, South Africa (subsidiary of
      South Africa)

   -  Worthington Australia (subsidiary of Worthington Foods, Inc.)

   -  Kellogg Asia Marketing (Shanghai) Trading Co. Ltd., Shanghai

                                    10 of 12

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   EUROPE

   -  Gollek B.V. - Amsterdam, The Netherlands

   -  Favorite Food Products Limited - Manchester, England (subsidiary of
      Kellogg Great Britain)

   -  Garden City Bakery Limited - Manchester, England (subsidiary of Lender's
      Bakery Limited)

   -  Kelcone Limited - Aylesbury, England (subsidiary of Kellogg Great Britain)

   -  Kelcorn Limited - Manchester, England (subsidiary of Kellogg Great
      Britain)

   -  Kellogg Talbot Limited - Manchester, England

   -  Kellogg Manchester Limited - Manchester, England Kelf Limited -
      Manchester, England

   -  Kellogg U.K. Holding Company Limited - Manchester, England

   -  Kelmill Limited - Liverpool, England (subsidiary of Kellogg Great Britain)

   -  Kelpac Limited - Manchester, England (subsidiary of Kellogg Great Britain)

   -  Lender's Bakery Limited - Manchester, England (subsidiary of Kellogg U.K.
      Holding)

   -  Saragusa Frozen Foods Limited - Manchester, England (subsidiary of Kellogg
      Great Britain)

   -  Gebrueder Nielsen Reimuehlen und Starerke-Fabrik mit Beschraenkter Haftung
      - Bremen, Germany (subsidiary of Kellogg Deutschland)

   -  Reis~und Handles AG Unterstuetzungskasse GmbH - Bremen, Germany
      (subsidiary of Kellogg Deutschland)

   -  Kellogg (Hungary) Trading Limited Liability Company - Budapest, Hungary

   -  Kellogg Latvia Inc. - Riga, Latvia

   -  Kellogg (Poland) Sp. zo.o - Warsaw, Poland

   -  NK Leasing - Svendborg, Denmark (subsidiary of Nordisk Kellogg's A/S)

   LATIN AMERICA

   -  Gollek, S.A. - Caracas, Venezuela (subsidiary of Alimentos Kellogg)

2.    The following employees of the Keebler Foods Company or Keebler Company or
any of its subsidiaries are not eligible to participate:

   -  A Non-Exempt Employee who is employed by the Keebler Business Unit or the
      Food Away From Home ("FAFH") Business Unit

   -  An FAFH employees who is a participants in the FAFH Sales Incentive Plan

   -  A Convenience, Vending, Drug ("CVD") employee who is a participant in one
      of various CVD sales or other incentive plans including, but not limited
      to any sales, marketing or vending employee

   -  Any employee in the Keebler Direct Store Door Division ("DSD") who is a
      participant in one of various DSD incentive plans including, but not
      limited to any sales, customer marketing, or distribution center employee

   -  Any other Keebler Business Unit employee who is a participant in any other
      Keebler Business Unit incentive plan, including but not limited to Murray
      Baking Company sales incentive plans, Mother's Baking Company sales
      incentive plans, Mondo Baking Company incentive plans, and Retail
      Specialty Brands incentive plans

   -  Any other employee who is of a type in the Keebler Business Unit who is
      specifically declared ineligible by the CEO, such as Student Sales
      Representatives

   -  Any other employee deemed ineligible in the sole discretion of the CEO

   KEEBLER FOODS COMPANY SUBSIDIARIES

   -  Keebler Leasing Corp. - Elmhurst, IL

   -  Keebler Funding Corporation - Elmhurst, IL

   -  Shaffer, Clarke & Co., Inc. - Elmhurst, IL

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   -  Johnston's Ready Crust Company - Elmhurst, IL

   -  Bake-Line Products Inc. - Des Plaines, IL

   -  BDH, Inc. - Cary, NC

   -  AQFTM, Inc. - Cary, NC

   -  Cary Land Corporation - Cary, NC

   KEEBLER COMPANY SUBSIDIARIES

   -  Hollow Tree Company - Elmhurst, IL

   -  Keebler Cookie and Cracker Company - Elmhurst, IL

   -  Illinois Baking Corporation - Elmhurst, IL

   -  Keebler H.C., Inc. - Elmhurst, IL

   -  Steamboat Corporation - Elmhurst, IL

   -  Keebler Foreign Sales Corporation - Elmhurst, IL

   -  Keebler-Georgia Inc. - Elmhurst, IL

   -  Keebler International Prep Track & Field Invitational Foundation -
      Elmhurst, IL

   -  Keebler Company Foundation Hollow Tree Financial Company, L.L.C.

   -  Keebler Assets Company, L.L.C. - Elmhurst, IL (is owned by Keebler Co.
      34%, Keebler-Georgia 33% and Keebler Leasing Corp. 33%)

   -  President Baking Company, L.L.C. - Atlanta, Georgia

   -  Mother's Cookie Company, L.L.C. - Louisville, KY

   -  Famous Amos Chocolate Chip Cookie Company, L.L.C.

   -  Barbara Dee Cookie Company, L.L.C. - Louisville, KY

   -  Murray Biscuit Company, L.L.C. - Atlanta, GA

   -  Little Brownie Bakers, L.L.C. - Louisville, KY

   -  Sunshine Biscuits, L.L.C. - Elmhurst, IL

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