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                                                                   EXHIBIT 10.21

                KELLOGG COMPANY 2002 EMPLOYEE STOCK PURCHASE PLAN

1.   Purpose. Kellogg Company (the "Company") has established this Kellogg
     Company 2002 Employee Stock Purchase Plan, as amended (the "Plan") to
     encourage and enable its eligible employees and the eligible employees of
     its Subsidiaries to acquire the Company's Common Stock, and to align more
     closely the interests of those individuals and the Company's share owners.
     The Company intends that the Plan qualify as an "employee stock purchase
     plan" under Section 423 of the Internal Revenue Code of 1986, as amended.

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

                  (a) "Board" means the Board of Directors of Kellogg Company,
         as constituted from time to time.

                  (b) "Beneficiary" means (i) the person designated by the
         Participant to receive benefits under a Company-sponsored and
         Company-paid life insurance program, if any, or (ii) the Participant's
         estate.

                  (c) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (d) "Committee" means the Compensation Committee of the Board.

                  (e) "Common Stock" means the Common Stock, par value $0.25 per
         share, of the Company or any security of the Company issued by the
         Company in substitution or exchange therefor.

                  (f) "Company" means Kellogg Company, a Delaware corporation,
         or any successor corporation to Kellogg Company.

                  (g) "Compensation" means with respect to a Participant, the
         portion of the Participant's base salary, commissions or wages paid to
         the Participant during the applicable payroll period.

                  (h) "Custodian" means the individual or organization appointed
         by the Plan Administrator to maintain custody of Participants' payroll
         deductions, purchase Common Stock under the Plan, and allocate Common
         Stock among Participants.

                  (i) "Designated Subsidiary" means any Subsidiary that the
         Board has designated from time to time, in its sole discretion, as
         eligible to participate in the Plan.



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                  (j) "Disability" means disability as determined by the
         Committee in accordance with standards and procedures similar to those
         under the long-term disability plan of the Company or Designated
         Subsidiary, if any, or if the Participant is then a party to an
         effective employment agreement with the Company or Designated
         Subsidiary that defines disability, "Disability" means disability as
         defined in the Participant's then effective employment agreement.
         Subject to the first sentence of this paragraph, at any time that the
         Company or Designated Subsidiary does not maintain a long-term
         disability plan, "Disability" shall mean any physical or mental
         disability that is determined to be total and permanent by a physician
         selected in good faith by the Company or Designated Subsidiary.

                  (k) "Effective Date" means July 1, 2002.

                  (l) "Eligible Employee" means each Employee of the Company or
         a Designated Subsidiary. Notwithstanding the foregoing, any Employee
         who is covered by a collective bargaining agreement and whose decision
         not to participate in the Plan was the subject of good faith
         negotiations between the Company or a Designated Subsidiary and a labor
         organization will not be eligible to participate in the Plan, unless
         the decision not to participate in the Plan is revoked by the labor
         organization upon reasonable notice to the Company.

                  (m) "Employee" means each and every person employed by the
         Company or a Designated Subsidiary, and whom the Company or Designated
         Subsidiary classifies as a common law employee; provided that, only
         individuals who are paid as common law employees from the payroll of
         the Company or a Designated Subsidiary shall be deemed to be Employees
         for purposes of the Plan.

                  For purposes of this definition of Employee, and
         notwithstanding any other provisions of the Plan to the contrary,
         individuals who are not classified by the Company or by a Designated
         Subsidiary, in its discretion, as employees under Code Section 3121(d)
         (including, but not limited to, individuals classified by the Company
         or a Designated Subsidiary as independent contractors and non-employee
         consultants) and individuals who are classified by the Company or by a
         Designated Subsidiary, in its discretion, as employees of any entity
         other than the Company or a Designated Subsidiary, do not meet the
         definition of Employee and are ineligible for benefits under the Plan,
         even if the classification by the Company or Designated Subsidiary is
         later determined to be erroneous, or is retroactively revised. In the
         event the classification of an individual who is excluded from the
         definition of Employee under the preceding sentence is determined to be
         erroneous or is retroactively revised, the individual shall nonetheless
         continue to be excluded from the definition of Employee and shall be
         ineligible for benefits for all periods prior to the date the Company
         or Designated Subsidiary determines its classification of the
         individual is erroneous or should be revised.



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                  (n) "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.

                  (o) "Fair Market Value" means, with respect to any date, the
         closing price 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 closing price per share
         on such Composite Tape for the last preceding date on which sales of
         shares were reported.

                  (p) "Offering Date" means the first day of a Purchase Period,
         each January 1, April 1, July 1 and October 1.

                  (q) "Option" means an option to purchase shares of Common
         Stock under the Plan, pursuant to the terms and conditions thereof.

                  (r) "Participant" means an Eligible Employee who is
         participating in the Plan pursuant to Section 4.

                  (s) "Plan" means the Kellogg Company 2002 Employee Stock
         Purchase Plan, as set forth herein, as in effect, and as amended from
         time to time (together with any rules and regulations promulgated by
         the Committee with respect thereto).

                  (t) "Plan Account" means an account maintained by the Plan
         Administrator for each Participant to which the Participant's payroll
         deductions are credited, against which funds used to purchase shares of
         Common Stock are charged, and to which shares of Common Stock purchased
         are credited.

                  (u) "Plan Administrator" means such other person or persons,
         including a committee, as the Committee may appoint to administer the
         Plan.

                  (v) "Purchase Date" means, except as provided in Sections 13
         and 18, the last day of a Purchase Period, each March 31, June 30,
         September 30 and December 31.

                  (w) "Purchase Period" means each calendar quarter.

                  (x) "Purchase Price" means, with respect to each Purchase
         Period, the lesser of 85% of the Fair Market Value of Common Stock on
         the Offering Date, and 85% of the Fair Market Value of a share of
         Common Stock on the Purchase Date.

                  (y) "Retirement" means the voluntary retirement by the
         Participant from active employment with the Company and its Designated
         Subsidiaries on or after the attainment of early or normal retirement
         age under the pension or



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         retirement plan sponsored by the Company or Designated Subsidiary in
         which he or she participates, or any other age with the consent of the
         Company or Designated Subsidiary.

                  (z) "Subsidiary" means any corporation, domestic or foreign,
         other than the Company, in an unbroken chain of corporations beginning
         with the Company if, at the time of the granting of the Option, 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" shall include a
         limited liability company that is disregarded as an entity separate
         from a Subsidiary.

         3. Stock Subject to the Plan. Subject to Section 14, the aggregate
number of shares of Common Stock that may be sold under the Plan is 2,500,000.
Shares of Common Stock to be issued under the Plan may be authorized and
unissued shares, issued shares that have been reacquired by the Company (in the
open-market or in private transactions) and that are being held as treasury
shares, or a combination thereof.

         4. Participation in the Plan. Each Eligible Employee may participate in
the Plan effective as of any Offering Date, by completing and delivering a
payroll deduction authorization to the Plan Administrator at least 10 days in
advance of the applicable Offering Date in the manner specified by the Plan
Administrator. The Offering Date as of which an Eligible Employee commences or
recommences participation in the Plan, and each Offering Date as of which an
Eligible Employee renews his or her authorization under paragraph (a), is an
Offering Date with respect to that Eligible Employee. A Participant's payroll
deductions under the Plan shall commence on his or her initial Offering Date,
and shall continue, subject to paragraph (a), until the Eligible Employee
terminates participation in the Plan, is no longer an Eligible Employee, or the
Plan is terminated.

                  (a) A Participant's payroll deduction authorization shall be
         automatically renewed effective on the Offering Date following the
         conclusion of his or her initial Purchase Period and each subsequent
         Purchase Period, unless the Participant otherwise notifies the Plan
         Administrator in the manner specified by the Plan Administrator at
         least 10 days in advance of such date.

                  (b) Notwithstanding the foregoing, an Eligible Employee shall
         not be granted an Option on any Offering Date if such Eligible
         Employee, immediately after the Option is granted, owns stock
         possessing 5% or more of the total combined voting power or value of
         all classes of stock of the Company or any Subsidiary. For purposes of
         this paragraph (b), the rules of Code Section 424(d) shall apply in
         determining the stock ownership of an individual, and stock that an
         Eligible Employee may purchase under outstanding options shall be
         treated as stock owned by the Eligible Employee.



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                  (c) Notwithstanding the foregoing, an Eligible Employee shall
         not be permitted to elect participation in the Plan for the next two
         full Purchase Periods immediately following his or her sale, transfer
         (including transfer to a different brokerage account or withdrawal from
         the Participant's Plan Account), or other disposition of Common Stock
         that was acquired within one year of the Purchase Date applicable to
         that Common Stock.

         5. Payroll Deductions. An Eligible Employee may participate in the Plan
only through payroll deductions. After-tax payroll deductions shall be made from
the Compensation paid to each Participant for each Purchase Period in such whole
percentage from 1% to 10% as the Participant shall authorize in his or her
election form. No Eligible Employee may be granted an Option that permits his or
her rights to purchase Common Stock under the Plan, and any other stock purchase
plan of the Company or any Subsidiary that is qualified under Code Section 423,
to accrue at a rate that exceeds $25,000 of Fair Market Value of such stock
(determined on the Offering Date of such Option) for each calendar year of the
Company in which the Option is outstanding at any time.

         6. Changes in Payroll Deductions. A Participant may not increase or
decrease the amount of his or her payroll deductions during a Purchase Period. A
Participant may change his or her payroll deductions effective as of a
subsequent Purchase Period by notifying the Plan Administrator in the manner
specified by the Plan Administrator at least 10 days in advance of the next
Offering Date.

         7. Termination of Participation in Plan.

                  (a) A Participant may, for any reason and at any time prior to
         each Purchase Date, voluntarily terminate participation in the Plan by
         notifying the appropriate payroll office in the time and manner
         specified by the Plan Administrator. Such Participant's payroll
         deductions under the Plan shall cease as soon as practicable following
         delivery of such notice. If the former Participant remains employed by
         the Company or any Designated Subsidiary after termination of his or
         her participation in the Plan, any payroll deductions credited to such
         Participant's Plan Account may be used to purchase shares of Common
         Stock on the next Purchase Date or refunded, without interest, to the
         Participant, at the election of the Participant. An Eligible Employee
         whose participation in the Plan is terminated may rejoin the Plan no
         earlier than the beginning of the Purchase Period next following his or
         her withdrawal, by delivering a new payroll deduction authorization in
         accordance with Section 4.

                  (b) A Participant's participation in the Plan shall terminate
         upon termination of his or her employment with the Company and its
         Designated Subsidiaries, or termination of status as an Eligible
         Employee, for any reason. If a former Participant is no longer employed
         by the Company or any Designated Subsidiary for any reason, including
         Disability or Retirement, any payroll deductions credited to his or her
         Plan Account may be used to purchase shares of Common Stock on the next
         Purchase Date, or refunded, without interest, to the



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         Participant, at the election of the Participant (or, in the event of
         the Participant's death or Disability, the Participant's Beneficiary),
         as soon as practicable following his or her termination of employment.

         8. Purchase of Shares.

                  (a) On each Offering Date, each Participant shall be deemed to
         have been granted an Option. In no event will a Participant be deemed
         to have been granted more than one Option during any Purchase Period.

                  (b) On the Purchase Date of a Purchase Period, each
         Participant shall be deemed, without any further action, to have
         purchased that number of whole and fractional shares of Common Stock
         determined by dividing the balance in the Participant's Plan Account on
         the Purchase Date by the Purchase Price. (Fractional shares will be
         calculated to the third decimal place.) Any amount remaining in the
         Participant's Plan Account shall be carried forward to the next
         Purchase Date unless the Plan Account is closed. Except as provided in
         Sections 13 and 18, in no event may a Participant purchase shares of
         Common Stock prior to the Purchase Date of a Purchase Period.

                  (c) As soon as practicable after each Purchase Date, a
         statement shall be delivered to each Participant that shall include the
         number of shares of Common Stock purchased on the Purchase Date on
         behalf of such Participant under the Plan.

                  (d) As of the Purchase Date of each Purchase Period, the
         Common Stock purchased by each Participant shall be considered to be
         issued and outstanding to his or her credit as a bookkeeping entry
         maintained by the Custodian in the Participant's Plan Account. Subject
         to the restrictions of Section 4(c) above, a stock certificate for
         shares of Common Stock credited to a Participant's Plan Account shall
         be issued upon request of the Participant at any time. Stock
         certificates under the Plan shall be issued, at the election of the
         Participant, in the Participant's name or in his or her name and the
         name of another person as joint tenants with right of survivorship or
         as tenants in common. A cash payment shall be made for any fraction of
         a share in such Plan Account, if necessary to close the Plan Account.

         9. Rights as a Share Owner. A Participant shall not be treated as the
owner of Common Stock until the Purchase Date of such stock under the Plan. As
of the Purchase Date a Participant shall be treated as the record owner of his
or her shares purchased on such date pursuant to the Plan. Unless the
Participant elects otherwise in the time and manner specified by the Plan
Administrator, any dividends paid in respect of Common Stock purchased by a
Participant under the Plan and credited to his or her Plan Account will be
reinvested in Common Stock in accordance with procedures established by the
Company.



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         10. Rights Not Transferable. Rights under the Plan are not transferable
by a Participant other than by will or the laws of descent and distribution, and
are exercisable during the Participant's lifetime only by the Participant or by
the Participant's guardian or legal representative. No rights or payroll
deductions of a Participant shall be subject to execution, attachment, levy,
garnishment or similar process.

         11. Application of Funds. All funds of Participants received or held by
the Company under the Plan before purchase of the shares of Common Stock shall
be held by the Company without liability for interest or other increment.

         12. Administration of the Plan. The Plan shall be administered by the
Plan Administrator. The Plan Administrator shall have authority to make rules
and regulations for the administration of the Plan, and its interpretations and
decisions with regard to the Plan and such rules and regulations shall be final
and conclusive. It is intended that the Plan shall at all times meet the
requirements of Code Section 423, if applicable, and the Plan Administrator
shall, to the extent possible, interpret the provision of the Plan so as to
carry out such intent.

         13. Change of Control Provisions.

                  (a) Notwithstanding any other provision of the Plan to the
         contrary, in the event of a Change in Control, each Option outstanding
         under the Plan shall be assumed or an equivalent option shall be
         substituted by the successor corporation or a parent or subsidiary of
         such successor corporation. If the successor corporation refuses or is
         unable to assume or substitute for outstanding Options, each Purchase
         Period then in progress shall be shortened and a new Purchase Date
         shall be set (the "New Purchase Date"), as of which date any Purchase
         Period then in progress will terminate. The New Purchase Date shall be
         on or immediately before the effective time of the Change in Control,
         and the Plan Administrator shall notify each Participant in writing, at
         least 10 days before the New Purchase Date, that the Purchase Date for
         his or her Option has been changed to the New Purchase Date, and that
         the Participant's Option will be exercised automatically on the New
         Purchase Date unless the Participant has withdrawn from the Purchase
         Period before the New Purchase Date, as provided in Section 7.

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

                           (i) An acquisition after the Effective Date 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



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                  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 that complies with clauses (1), (2)
                  and (3) of subsection (iii) of this Section 13; or

                           (ii) A change in the composition of the Board such
                  that the individuals who, as of the Effective Date, 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 13, that any individual who becomes a member of
                  the Board subsequent to the Effective Date, 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



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                           (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.

         14. Adjustments in Case of Changes Affecting Shares. In the event of
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 in Control or exchange of Common Stock or other
securities of the Company, or other corporate transaction or event that affects
the Common Stock: (a) the number of shares of Common Stock approved for the Plan
shall be increased or decreased proportionately, and (b) the Board may
determine, in its sole discretion, that an adjustment is necessary or
appropriate in order to prevent dilution or enlargement of benefits or potential
benefits intended to be made available under the Plan.



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         15. No Corporate Action Restriction. The existence of the Plan and/or
the Options granted hereunder shall not limit, affect or restrict in any way the
right or power of the Board or the Company's share owners 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 Participant, Employee, 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.

         16. Notices. All notices or other communications by an Employee or
Participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof.

         17. Amendments to the Plan. The Committee may, at any time, or from
time to time, amend or modify the Plan; provided, however, that no amendment
shall be made increasing or decreasing the number of shares authorized for the
Plan (other than as provided in Section 14), and that, except to conform the
Plan to the requirements of the Code, no amendment shall be made that would
cause the Plan to fail to meet the applicable requirements of Code Section 423.

         18. Termination of Plan. The Plan shall terminate upon the earlier of
(a) the fifth anniversary of the Effective Date, (b) the date no more shares of
Common Stock remain to be purchased under the Plan, or (c) the termination of
the Plan by the Board as specified below. The Board may terminate the Plan as of
any date. The date of termination of the Plan shall be deemed a Purchase Date.
If on such Purchase Date Participants in the aggregate have Options to purchase
more shares of Common Stock than are available for purchase under the Plan, each
Participant shall be eligible to purchase a reduced number of shares of Common
Stock on a pro rata basis, and any excess payroll deductions shall be returned
to Participants, without interest, all as provided by rules and regulations
adopted by the Plan Administrator.

         19. Costs. All costs and expenses incurred in administering the Plan
shall be paid by the Company. Any costs or expenses of selling shares of Company
Stock acquired pursuant to the Plan shall be borne by the holder thereof.

         20. Governmental Regulations. The Company's obligation to sell and
deliver its Common Stock pursuant to the Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such stock. Shares shall not be issued with respect to an Option
unless the exercise of such Option and the issuance and delivery of such shares
pursuant thereto shall comply with all



                                      -10-
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applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, state
securities laws, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

         As a condition to the exercise of an Option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares of Common Stock are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law.

         21. Governing Law. The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the United States of
America and, to the extent not inconsistent therewith, by the laws of the State
of Delaware, without reference to the principles of conflict of laws thereof.
This Plan is not to be subject to the Employee Retirement Income Security Act of
1974, as amended, but is intended to comply with Code Section 423. Accordingly,
the provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code. Any provisions required to be set forth in this Plan by such Code
section are hereby included as fully as if set forth in the Plan in full. 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.

         22. Effect on Employment. The provisions of this Plan shall not affect
the right of the Company or any Designated Subsidiary or any Participant to
terminate the Participant's employment with the Company or any Designated
Subsidiary.

         23. Withholding. The Company reserves the right to withhold from stock
or cash distributed to a Participant any amounts that it is required by law to
withhold.

         24. Other Company Benefit and Compensation Programs. For purposes of
the determination of benefits under any other employee welfare or benefit plans
or arrangements, if any, provided by the Company or any Designated Subsidiary
(a) any amounts deducted from a Participant's Compensation pursuant to the
Participant's payroll deduction election under Section 4 shall be deemed a part
of a Participant's compensation, and (b) payments and other benefits received by
a Participant under an Option shall not be deemed a part of a Participant's
compensation, unless expressly provided in such other plans or arrangements, or
except where the Board expressly determines in writing. The existence of the
Plan notwithstanding, the Company or any Designated Subsidiary may adopt such
other compensation plans or programs and additional compensation arrangements as
it deems necessary to attract, retain and motivate employees.



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         25. Effective Date. The Plan, as amended, shall be effective July 1,
2002, provided that the Company's share owners approve it within 12 months after
the date the initial Plan was adopted by the Board.








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