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                                                                   EXHIBIT 10.03



                      KELLOGG COMPANY SUPPLEMENTAL SAVINGS
                     AND INVESTMENT PLAN (RESTORATION PLAN)


I.       PURPOSE AND EFFECTIVE DATE

         1.1.     Purpose. The Kellogg Company Supplemental Savings and
                  Investment Plan (Restoration Plan) was previously established
                  by the Company to provide key employees a tax-deferred capital
                  accumulation vehicle and to supplement such employees'
                  contributions under the Kellogg Savings and Investment Plan,
                  thereby encouraging savings for retirement. The Plan is
                  intended to be an unfunded plan maintained primarily for the
                  purpose of providing deferred compensation to a select group
                  of management and highly compensated employees. The following
                  provisions constitute an amendment, restatement and
                  continuation of the Plan, as of the Effective Date.

         1.2.     Effective Date. The "Effective Date" of this amendment and
                  restatement of the Plan shall be January 1, 2003, except to
                  the extent an earlier or later effective date is specified
                  herein. The Plan shall remain in effect until terminated in
                  accordance with Article IX. The Keebler Company Deferred
                  Compensation Plan was merged with and into the Plan on July 1,
                  2002.


II.      DEFINITIONS

         When used in the Plan and initially capitalized, the following words
         and phrases shall have the meanings indicated:

         2.1.     "Account" means the recordkeeping account established for each
                  Participant in the Plan for purposes of accounting for the
                  amount of Compensation deferred under Article 4 and Matching
                  and Discretionary Credits, if any, to be credited under
                  Article 5, adjusted periodically to reflect assumed investment
                  return on such deferrals and credits, in accordance with
                  Article 6.

         2.2.     "Affiliate" means (i) any corporation, partnership, joint
                  venture, trust, association or other business enterprise which
                  is a member of the same controlled group of corporations,
                  trades or businesses as the Company within the meaning of Code
                  Sections 414(b), (c), (m) and (o), and (ii) any other entity
                  that is designated as an Affiliate by the Committee.

         2.3.     "Beneficiary" means the person or entity designated by the
                  Participant to receive the Participant's Plan benefits in the
                  event of the Participant's death. If the Participant does not
                  designate a Beneficiary, or if the Participant's designated
                  Beneficiary predeceases the Participant, the Participant's
                  beneficiary under the S&I Plan shall be the Beneficiary under
                  the Plan.



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         2.4.     "Board" means the Board of Directors of the Company.

         2.5.     "Committee" means the ERISA Administration Committee or such
                  other Committee as may be appointed by the Board to administer
                  the S&I Plan.

         2.6.     "Compensation" shall have the same meaning as under the S&I
                  Plan.

         2.7.     "Code" means the Internal Revenue Code of 1986, as amended.

         2.8.     "Company" means Kellogg Company and any successor thereto.

         2.9.     "Deferral Election" means the election made by an Eligible
                  Employee to defer Compensation in accordance with Article 4.

         2.10.    "Disability" or "Disabled" shall have the same meaning as
                  under the S&I Plan.

         2.11.    "Discretionary Credit" means an amount credited to a
                  Participant's Account, as determined by the Company or
                  applicable Employer in its sole discretion.

         2.12.    "Election Period" means the period specified by the Committee
                  during which a Deferral Election may be made with respect to
                  Compensation payable for a Plan Year.

         2.13.    "Eligible Employee" means, with respect to any Plan Year,
                  unless determined otherwise by the Committee, an employee of
                  the Company or an Employer whose job classification is Level 6
                  or above.

         2.14.    "Employer" means the Company and each Affiliate that, with the
                  consent of the Company, has elected to participate in the
                  Plan.

         2.15.    "Matching Credit" means the amount credited to a Participant's
                  Account pursuant to Section 5.1.

         2.16.    "Participant" means an Eligible Employee who has elected to
                  defer Compensation under the Plan or who has been credited
                  with a Discretionary Credit.

         2.17.    "Plan" means the Kellogg Company Supplemental Savings and
                  Investment Plan (Restoration Plan), as amended from time to
                  time.

         2.18.    "Plan Year" means the calendar year.

         2.19.    "S&I Plan" means the Kellogg Company Savings and Investment
                  Plan, as amended from time to time.

         2.20.    "Termination Date" means the date that a Participant ceases to
                  be employed by any Employer or Affiliate.



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         2.21.    "Valuation Date" means a date on which a Participant's Account
                  is valued, which shall be each business day unless determined
                  otherwise by the Committee.

         2.22.    "Year of Service" shall have the same meaning as under the S&I
                  Plan.


III.     PARTICIPATION

         An Eligible Employee shall become a Participant in the Plan by filing a
         Deferral Election with the Committee in accordance with Article 4. An
         Eligible Employee who is not otherwise a Participant in the Plan shall
         become a Participant in the Plan on the date he or she is credited with
         a Discretionary Credit. If the Committee determines that participation
         by one or more Participants shall cause the Plan to be subject to Part
         2, 3 or 4 of Title I of the Employee Retirement Income Security Act of
         1974, as amended ("ERISA"), the entire interest of such Participant or
         Participants under the Plan shall be paid immediately to such
         Participant or Participants or shall otherwise be segregated from the
         Plan in the discretion of the Committee, and such Participant or
         Participants shall cease to have any interest under the Plan.

IV.      DEFERRAL OF COMPENSATION

         4.1.     Deferral of Compensation . An Eligible Employee may elect to
                  defer up to 50% of his or her Compensation for a Plan Year by
                  filing a Deferral Election in accordance with Section 4.2.
                  Deductions will be made pursuant to such Deferral Election
                  once the first to occur of the following events: (1) such
                  Eligible Employee's reaching the pre-tax limit under the S&I
                  Plan or (2) such Eligible Employee's compensation exceeding
                  $200,000.00.

         4.2.     Deferral Elections. A Participant's Deferral Election shall be
                  in writing or electronic, and shall be filed with the
                  Committee at such time and in such manner as the Committee
                  shall provide, subject to the following:

                  (a)      Subject to paragraph (b) below, a Deferral Election
                           shall be made during the election period established
                           by the Committee which shall end no later than the
                           day preceding the first day of the Plan Year in which
                           such Compensation would otherwise be payable. For the
                           Plan Year beginning January 1, 2003, such Deferral
                           Election shall be made no later than December 18,
                           2002.

                  (b)      If an individual first becomes an Eligible Employee
                           during a Plan Year, such individual may make a
                           Deferral Election for such Plan Year within 60 days
                           of first becoming an Eligible Employee. Such Deferral
                           Election shall become effective as soon as
                           administratively practical after the date such
                           individual makes such Deferral Election.



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                  All Deferral Elections shall become irrevocable as of the end
                  of the Election Period; provided, however, if the Participant
                  becomes Disabled or if the Committee, in its sole discretion,
                  determines that a bona fide administrative mistake was made,
                  the Committee may permit a Participant to revoke a Deferral
                  Election. If a Deferral Election is revoked in accordance with
                  the preceding sentence, the Participant may not make a new
                  Deferral Election until the election period established by the
                  Committee for making deferrals for the next Plan Year.

         4.3.     Crediting of Deferral Elections. The amount of Compensation
                  that a Participant elects to defer under the Plan shall be
                  credited by the Company to the Participant's Account as of the
                  date such Compensation would have been payable to the
                  Participant absent the Deferral Election.

V.       EMPLOYER CREDITS

         5.1.     Matching Credits. Subject to Section IV, a Participant who has
                  made a Deferral Election for a Plan Year shall be credited
                  with a "Matching Credit" equal to the 100% of his or her Plan
                  deferrals that do not exceed 3% of the Participant's
                  Compensation and 50% of Plan deferrals that exceed 3% of
                  Compensation but do not exceed 5% of Compensation. To be
                  eligible for Matching Credits under this Section 5.1, the
                  Participant must have at least one Year of Service at the time
                  the underlying Compensation deferral is credited to the
                  Participant's Account. Such Matching Credits shall be credited
                  to the Participant's Account at the same time that the
                  underlying Compensation deferral is credited to the
                  Participant's Account. If the Participant was previously
                  employed by the Company, the Participant will be automatically
                  eligible for Matching Credits if such Participant had
                  completed at least one Year of Service during such prior
                  employment.

         5.2.     Discretionary Credits. An Employer may award a Participant a
                  Discretionary Credit in an amount determined by the Employer
                  in its sole discretion. Any such Discretionary Credit shall be
                  credited to the Participant's Account at the time determined
                  by the Employer and shall be subject to such terms and
                  conditions as the Employer may establish.

         5.3.     Vesting. Participants shall have a fully vested interest in
                  the portion of their Account attributable to deferrals of
                  Compensation and Matching Credits. Discretionary Credits, if
                  any, shall vest in accordance with the terms established by
                  the Employer at the time the Discretionary Credits are
                  awarded.

VI.      PLAN ACCOUNTS

         6.1.     Valuation of Accounts. The Committee shall establish an
                  Account for each Participant who has filed a Deferral Election
                  to defer Compensation, who has been awarded a Discretionary
                  Credit, or who has a benefit under the Plan on the Effective
                  Date. Such Account shall be credited with a Participant's
                  deferrals, Matching Credits and Discretionary Credits as set
                  forth in Sections 4.4, 5.1 and


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                  5.2, respectively, and with the Participant's benefit under
                  the Plan as of the Effective Date, if any. As of each
                  Valuation Date, the Participant's Account shall be adjusted
                  upward or downward to reflect, (i) the amount of
                  distributions, if any, to be debited as of that Valuation Date
                  under Article 7, (ii) the amount of forfeitures, if any, to be
                  debited under Sections 5.3 or 7.3(a), and (iii) the investment
                  return to be credited as of such Valuation Date pursuant to
                  Section 6.2.

         6.2.     Crediting of Investment Return. Subject to such rules and
                  limitations as the Committee may determine, as of each
                  Valuation Date, a Participant's Account balance (after
                  subtracting any distributions or forfeitures to be made as of
                  such Valuation Date) shall be adjusted upward or downward to
                  reflect the gain or loss that would have been realized on such
                  balance had it been invested in the S&I Plan's Stable Income
                  Fund during the period since the immediately preceding
                  Valuation Date or in any manner as determined by agreement
                  between the Participant and the Company.

VII.     PAYMENT OF BENEFITS

         7.1.     Distribution Upon Termination of Employment . Following a
                  Participant's Termination Date, distribution of the
                  Participant's Account shall be made in accordance with one of
                  the following options, as elected by the Participant:

                  (a)      A single lump sum payment, to be made as soon as
                           practicable following the Participant's Termination
                           Date;

                  (b)      A single lump sum payment, to be made January 31
                           following the Participant's Termination Date;

                  (c)      Annual installments over a period of 5, 10, 15 or 20
                           years, as elected by the Participant, with the first
                           installment beginning as of January 31 of the Plan
                           Year immediately following the Plan Year in which
                           such Termination Date occurs.

                  A Participant may make a distribution election under this
                 Section 7.1 by filing a form with the Committee. A Participant
                 may change the time and form of his or her distribution
                 election under this Section 7.1 by filing a new election with
                 the Committee; provided, however, that any election that has
                 not been on file with the Committee at least 12 months prior to
                 the Participant's Termination Date shall be void and
                 disregarded and the Participant's most recent prior election
                 with respect to the distribution shall govern. If the
                 Participant does not have a valid election on file with the
                 Committee at his or her Termination Date, the Participant's
                 Account shall be paid in a single sum under paragraph (a) next
                 above. Notwithstanding the foregoing, if a Participant's
                 Termination Date occurs during the 2003 Plan Year, the
                 Participant's Account shall be paid in accordance with the
                 Participant's distribution election, if such election is filed
                 by December 31, 2002.


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         7.2.     Unscheduled Withdrawal. A Participant may request a withdrawal
                  of all or a portion of his or her vested Account by filing an
                  election with the Committee specifying the amount of the
                  Account to be withdrawn. An amount equal to 10% of the
                  withdrawal requested shall be debited to the Participant's
                  Account and permanently forfeited. Payment of such withdrawal,
                  adjusted by the amount forfeited, shall be made as of the
                  first Valuation Date administratively practicable after such
                  request is received.

         7.3.     Payments on Death. If a Participant dies prior to the time
                  that his or her entire Account balance has been distributed,
                  such Account balance, or remaining Account balance, shall be
                  distributed to the Participant's Beneficiary in accordance
                  with the distribution election made by the Participant. If the
                  Participant does not have a valid distribution election on
                  file, such Account shall be distributed to the Beneficiary in
                  a single lump sum payment as soon as practicable after the
                  Participant's death.

         7.4.     Time and Form of Elections. All distribution and withdrawal
                  elections under this Article 7 shall be made at the time and
                  in the form established by the Committee and shall be subject
                  to such other rules and limitations that the Committee, in its
                  sole discretion, may establish.

         7.5.     Form of Payment; Taxes. All payments under the Plan shall be
                  made in cash. All benefits and payments under the Plan shall
                  be subject to the withholding of all applicable taxes. The
                  Employers shall have the right to withhold from any payments
                  otherwise due a Participant all amounts of Federal and state
                  taxes (including FICA taxes) required by law to be withheld
                  under the Plan. The Employer may reduce amounts to be paid to
                  the Participant under this Plan or may reduce any other forms
                  of compensation payable to the Participant by an Employer to
                  satisfy such tax withholding requirements.

VIII.    ADMINISTRATION

         8.1.     Authority of Committee. The Committee shall have full power
                  and authority to carry out the terms of the Plan. The
                  Committee's interpretation, construction and administration of
                  the Plan, including any adjustment of the amount or recipient
                  of the payments to be made, shall be binding and conclusive on
                  all persons for all purposes. Neither the Employers, including
                  their officers, employees or directors, nor the Committee or
                  the Board or any member thereof, shall be liable to any person
                  for any action taken or omitted in connection with the
                  interpretation, construction and administration of the Plan.

         8.2.     Participant's Duty to Furnish Information. Each Participant
                  shall furnish to the Committee such information as it may from
                  time to time request for the purpose of the proper
                  administration of this Plan.



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         8.3.     Claims Procedure. Each Participant or Beneficiary (a
                  "Claimant") may submit his or her claim for benefits to the
                  Committee (or such other person or persons as may be
                  designated by the Committee) in accordance with the following:

                  (a)      Initial Claim. Such claim shall be in writing in such
                           form as is provided or approved by the Committee, and
                           shall designate the date upon which the Claimant
                           desires benefits to commence. A Claimant shall have
                           no right to seek review of a denial of benefit, or to
                           bring any action in any court to enforce a claim for
                           benefits under the Plan, prior to filing a claim and
                           exhausting his or her rights to review under this
                           Section 8.3.

                           When a claim for benefits has been filed properly,
                           such claim shall be evaluated and the Claimant shall
                           be notified of the approval or the denial within
                           ninety (90) days after the receipt of such claim
                           unless special circumstances require an extension of
                           time for processing the claim. If such an extension
                           of time is required, written notice of the extension
                           shall be furnished to the Claimant prior to the
                           termination of the initial ninety (90) day period
                           which shall specify the special circumstances
                           requiring an extension and the date by which a final
                           decision will be reached (which date shall not be
                           later than one hundred and eighty (180) days after
                           the date on which the claim was filed). A claimant
                           shall be given a written or electronic notice in
                           which the Claimant shall be advised as to whether the
                           claim is granted or denied, in whole or in part. If a
                           claim is denied, in whole or in part, such notice
                           shall contain (1) the specific reasons for the
                           denial, (2) references to the Plan provisions on
                           which the denial is based, (3) a description of any
                           additional material or information necessary to
                           perfect the claim and an explanation of why such
                           material or information is necessary, (4) the
                           Claimant's right to seek review of the denial, and
                           (5) the Claimant's right to bring a civil action
                           under Section 502(a) of ERISA following an adverse
                           benefit determination on review.

                  (b)      Review of Claim Denial. If a claim is denied, in
                           whole or in part (if the Claimant has not received an
                           approval or denial within the time periods specified
                           in paragraph (a) above, the claim shall be deemed
                           denied), the Claimant shall have the right to request
                           that the Committee review the denial, provided that
                           the Claimant files a written request for review with
                           the Committee within sixty (60) days after the date
                           on which the Claimant receives notification of the
                           denial or the date the claim is deemed denied. A
                           claimant (or his or her duly authorized
                           representative ) may review pertinent documents and
                           submit issues and comments in writing to the
                           Committee. Within sixty (60) days after a request for
                           review is received, the review shall be made and the
                           Claimant shall be advised in writing or
                           electronically of the decision on review, unless
                           special circumstances require an extension of time
                           for processing the review, in which case the Claimant
                           shall be given written notification within such
                           initial sixty (60)



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                           day period specifying the reason for the extension
                           and when such review shall be completed (provided
                           that such review shall be completed within one
                           hundred and twenty (120) days after the date on which
                           the request for review was filed). The decision on
                           review shall be forwarded to the Claimant in writing
                           or electronically and shall include specific reasons
                           for the decision, references to Plan provisions upon
                           which the decision is based, a statement of the
                           Claimant's right to receive free of charge copies of
                           all documents relevant to the claim, and the
                           Claimant's right to file a civil action under Section
                           502(a) of ERISA. A decision on review is final and
                           binding for all purposes. If a Claimant fails to file
                           a request for review in accordance with the
                           procedures described in this Section 8.3, such
                           Claimant shall have no right to review and shall have
                           no right to bring action in any court and the denial
                           of the claim shall become final and binding on all
                           persons for all purposes.

IX.      AMENDMENT AND TERMINATION

         9.1.     Amendment and Termination of Plan. The Company, by action of
                  the Chairman of the Board, or by resolution of the Board,
                  reserves the right at any time to modify, amend or terminate
                  the Plan; provided, however, no such amendment, termination or
                  modification shall, without the written approval of a
                  Participant, reduce the total benefit payable under this Plan
                  to an amount that is less than the amount that would have been
                  payable to the Participant under the Plan assuming that the
                  Participant retired, died or otherwise terminated employment
                  as of the date of such amendment, termination or modification.
                  Such amount shall constitute an irrevocable obligation of the
                  Company or other applicable Employer. Upon termination of the
                  Plan, the Board or Chairman, as applicable, shall cause a
                  lump-sum payment of all benefits for all Participants at
                  substantially the same time.

         9.2.     Withdrawal from Plan by Employer. Any Employer shall have the
                  right at any time, with the approval of and under such
                  conditions as may be prescribed by the Committee, to withdraw
                  from the Plan by delivering to the Committee written notice of
                  its election to withdraw. The benefits of any Participant or
                  Beneficiary who is an employee of the withdrawing Employer
                  shall be paid, or continue to be paid, in accordance with the
                  terms of the Plan and shall constitute an irrevocable
                  obligation of the withdrawing Employer.

X.       MISCELLANEOUS

         10.1.    No Implied Rights; Rights on Termination of Service. Neither
                  the establishment of the Plan nor any amendment thereof shall
                  be construed as giving any Participant, Beneficiary or any
                  other person, individually or as a member of a group, any
                  legal or equitable right unless such right shall be
                  specifically provided for in the Plan or conferred by specific
                  action of the Board, its Chairman or the Committee in
                  accordance with the terms and provisions of the Plan. Except
                  as

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                  expressly provided in this Plan, neither the Company nor any
                  of its Affiliates shall be required or be liable to make any
                  payment under the Plan.

         10.2.    No Employment Rights. Nothing herein shall constitute a
                  contract of employment or of continuing service or in any
                  manner obligate the Company or any Affiliate to continue the
                  services of any Participant, or obligate any Participant to
                  continue in the service of the Company or Affiliates, or as a
                  limitation of the right of the Company or Affiliates to
                  discharge any of their employees, with or without cause.

         10.3.    Unfunded Plan. No funds shall be segregated or earmarked for
                  any current or former Participant, Beneficiary or other person
                  under the Plan. However, the Company may establish one or more
                  trusts to assist in meeting its obligations under the Plan,
                  the assets of which shall be subject to the claims of the
                  Company's general creditors. No current or former Participant,
                  Beneficiary or other person, individually or as a member of a
                  group, shall have any right, title or interest in any account,
                  fund, grantor trust, or any asset that may be acquired by the
                  Company or an Affiliate in respect of its obligations under
                  the Plan (other than as a general creditor of the Company or
                  such Affiliate with an unsecured claim against its general
                  assets).

         10.4.    Offset. If, at the time payments are to be made hereunder, the
                  Participant or the Beneficiary or both are indebted or
                  obligated to the Company or an Affiliate, then the payments
                  under the Plan remaining to be made to the Participant or the
                  Beneficiary or both may, at the discretion of the Committee,
                  be reduced by the amount of such indebtedness or obligation;
                  provided, however, that an election by the Committee not to
                  reduce any such payments shall not constitute a waiver of the
                  Company's or Affiliate's claim for such indebtedness or
                  obligation.

         10.5.    Nontransferability. Prior to payment thereof, no benefit under
                  the Plan shall be assignable or subject to any manner of
                  alienation, sale, transfer, claims of creditors, pledge,
                  attachment or encumbrances of any kind.

         10.6.    Successors and Assigns. The rights, privileges, benefits and
                  obligations under the Plan are intended to be, and shall be
                  treated as legal obligations of and binding upon the
                  Employers, their successors and assigns, including successors
                  by merger, consolidation, reorganization or otherwise.

         10.7.    Applicable Law. This Plan is established under and will be
                  construed according to the laws of the State of Michigan, to
                  the extent not preempted by the laws of the United States.


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