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                                                                     EXHIBIT 4.1


                                AGENCY AGREEMENT

                             DATED 28 NOVEMBER, 2005

                         KELLOGG EUROPE COMPANY LIMITED

                               (EURO) 550,000,000

                     GUARANTEED FLOATING RATE NOTES DUE 2007

                                  ALLEN & OVERY

                                ALLEN & OVERY LLP

                                     LONDON


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                                    CONTENTS

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CLAUSE                                                                                                                    PAGE
<S>                                                                                                                       <C>
1.       Interpretation..............................................................................................
2.       Definitions.................................................................................................
3.       Appointment of Agents.......................................................................................
4.       Authentication and Delivery of Notes........................................................................
5.       Payment to the Fiscal Agent.................................................................................
6.       Notification of Non-payment by the Issuer or the Guarantor..................................................
7.       Duties of the Paying Agents.................................................................................
8.       Reimbursement of the Paying Agents..........................................................................
9.       Determination and Notification of Rates of Interest, Coupon Amounts and Interest Payment Dates..............
10.      Notice of any Withholding or Deduction......................................................................
11.      Duties of the Fiscal Agent in connection with Optional Redemption and Redemption for Taxation Reasons.......
12.      Receipt and Publication of Notices..........................................................................
13.      Cancellation of Notes and Coupons...........................................................................
14.      Issue of Replacement Notes and Coupons......................................................................
15.      Records and Certificates....................................................................................
16.      Copies of this Agreement and the Deed Poll Available for Inspection.........................................
17.      Commissions and Expenses....................................................................................
18.      Indemnity...................................................................................................
19.      Repayment by Fiscal Agent...................................................................................
20.      Conditions of Appointment...................................................................................
21.      Communication with Agents...................................................................................
22.      Termination of Appointment..................................................................................
23.      Meetings of Noteholders.....................................................................................
24.      Notices.....................................................................................................
25.      Taxes and Stamp Duties......................................................................................
26.      Counterparts................................................................................................
27.      Descriptive Headings........................................................................................
28.      Governing law and Submission to Jurisdiction................................................................
29.      Amendments..................................................................................................
30.      Third Party Rights..........................................................................................

SCHEDULE

1.       Part 1 - Form of the Temporary Global Note..................................................................
2.       Part 1 - Form of Definitive Note and Coupon.................................................................
         Part 2 - Conditions of the Notes............................................................................
3.       Form of Guarantee...........................................................................................
4.       Provisions for meetings of Noteholders......................................................................
</TABLE>



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THIS AGREEMENT is dated 28 November, 2005 and made

BETWEEN:

(1)   KELLOGG EUROPE COMPANY LIMITED (the ISSUER);

(2)   KELLOGG COMPANY (the GUARANTOR);

(3)   HSBC BANK PLC (the FISCAL AGENT and AGENT BANK); and

(4)   HSBC INSTITUTIONAL TRUST SERVICES (IRELAND) LIMITED (as PAYING AGENT)

WHEREAS:

(A)   The Issuer has agreed to issue (euro)550,000,000 Guaranteed Floating Rate
      Notes due 2007 (the NOTES, which expression shall include, unless the
      context otherwise requires, any further Notes issued pursuant to Condition
      14 and forming a single series with the Notes).

(B)   The Notes will be issued in bearer form in the denomination of
      (euro)50,000 each with interest coupons (COUPONS) attached.

(C)   The Notes will initially be represented by a temporary Global Note (the
      TEMPORARY GLOBAL NOTE) in or substantially in the form set out in Part 1
      of Schedule 1 which will be exchanged in accordance with its terms for a
      permanent Global Note (the PERMANENT GLOBAL NOTE and, together with the
      Temporary Global Note, the GLOBAL NOTES) in or substantially in the form
      set out in Part 2 of Schedule 1.

(D)   The definitive Notes and Coupons will be in or substantially in the
      respective forms set out in Part 1 of Schedule 2. The Conditions of the
      Notes (the CONDITIONS) will be in or substantially in the form set out in
      Part 2 of Schedule 2.

(E)   Payments in respect of the Notes will be unconditionally and irrevocably
      guaranteed by the Guarantor as provided in a deed poll (the GUARANTEE)
      entered into by the Guarantor substantially in the form set out in
      Schedule 3.

NOW IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

1.1   Words and expressions defined in the Conditions and not otherwise defined
      in this Agreement shall have the same meanings when used in this
      Agreement.

1.2   References in this Agreement to principal and/or interest shall include
      any additional amounts payable pursuant to Condition 8.

2.    DEFINITIONS

2.1   As used in this Agreement and in the Conditions:

      AUTHORISED SIGNATORY means any person who (i) is a Director or officer of
      the Issuer or the Guarantor (as the case may be) or (ii) has been notified
      by the Issuer or the Guarantor (as the case may be) in writing to the
      Fiscal Agent as being duly authorised to sign documents and to

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      do other acts and things on behalf of the Issuer or the Guarantor (as the
      case may be) for the purposes of this Agreement;

      FISCAL AGENT, PAYING AGENTS and AGENT BANK mean and include each Fiscal
      Agent, Paying Agent and Agent Bank from time to time appointed to exercise
      the powers and undertake the duties conferred and imposed upon it by this
      Agreement and notified to the Noteholders under clause 22;

      OUTSTANDING means in relation to the Notes all the Notes issued other
      than:

      (a)   those Notes which have been redeemed and cancelled pursuant to
            Condition 7 or otherwise pursuant to the Conditions;

      (b)   those Notes in respect of which the date for redemption under the
            Conditions has occurred and the redemption moneys wherefore
            (including all interest payable thereon) have been duly paid to the
            Fiscal Agent in the manner provided in clause 5 (and, where
            appropriate, notice to that effect has been given to the Noteholders
            under Condition 12) and remain available for payment against
            presentation of the relevant Notes and/or Coupons;

      (c)   those Notes which have been purchased and cancelled under Condition
            7;

      (d)   those Notes which have become void under Condition 9;

      (e)   those mutilated or defaced Notes which have been surrendered and
            cancelled and in respect of which replacements have been issued
            pursuant to Condition 11;

      (f)   (for the purpose only of ascertaining the principal amount of the
            Notes outstanding and without prejudice to the status for any other
            purpose of the relevant Notes) those Notes which are alleged to have
            been lost, stolen or destroyed and in respect of which replacements
            have been issued pursuant to Condition 11; and

      (g)   the Temporary Global Note to the extent that it has been duly
            exchanged for the Permanent Global Note and the Permanent Global
            Note to the extent that it has been exchanged for the relative Notes
            in definitive form in each case pursuant to their respective
            provisions,

      provided that for each of the following purposes, namely:

      (i)   the right to attend and vote at any meeting of the Noteholders or
            any of them; and

      (ii)  the determination of how many and which Notes are for the time being
            outstanding for the purposes of paragraphs 4, 7 and 9 of Schedule 4,

      those Notes (if any) which are for the time being held by any person
      (including but not limited to, the Issuer, the Guarantor or any of the
      Guarantor's other Subsidiaries) for the benefit of the Issuer, the
      Guarantor or any of the Guarantor's other Subsidiaries shall (unless and
      until ceasing to be so held) be deemed not to remain outstanding;

      SPECIFIED OFFICE means the offices specified in clause 24 or any other
      specified offices as may from time to time be duly notified pursuant to
      clause 24; and

      TAXES means any present or future taxes, duties, assessments or
      governmental charges of whatever nature.

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2.2   (a)   In this Agreement, unless the contrary intention appears, a
            reference to:

            (i)   an AMENDMENT includes a supplement, restatement or novation
                  and AMENDED is to be construed accordingly;

            (ii)  a PERSON includes any individual, company, unincorporated
                  association, government, state agency, international
                  organisation or other entity;

            (iii) a provision of a law is a reference to that provision as
                  extended, amended or re-enacted;

            (iv)  a clause or schedule is a reference to a clause of, or a
                  schedule to, this Agreement;

            (v)   a person includes its successors and assigns;

            (vi)  a document is a reference to that document as amended from
                  time to time; and

            (vii) a time of day is a reference to London time;

      (b)   The headings in this Agreement do not affect its interpretation;

      (c)   All references in this Agreement to costs or charges or expenses
            shall include any value added tax or similar tax charged or
            chargeable in respect thereof; and

      (d)   All references in this Agreement to Notes shall, unless the context
            otherwise requires, include any Global Note representing the Notes.

3.    APPOINTMENT OF AGENTS

3.1   The Issuer and the Guarantor appoint, on the terms and subject to the
      conditions of this Agreement:

      (a)   the Fiscal Agent as fiscal and principal paying agent in respect of
            the Notes;

      (b)   HSBC Institutional Trust Services (Ireland) Limited as paying agent
            (together with the Fiscal Agent, the PAYING AGENTS) for the payment
            of principal of, and interest on, the Notes; and

      (c)   the Agent Bank as agent bank for the purpose of determining the
            interest payable in respect of the Notes,

      in each case acting at its specified office.

3.2   The Fiscal Agent, the other Paying Agents and the Agent Bank are together
      referred to as the AGENTS.

4.    AUTHENTICATION AND DELIVERY OF NOTES

4.1   The Issuer undertakes that the Permanent Global Note (duly executed on
      behalf of the Issuer ) will be available to be exchanged for interests in
      the Temporary Global Note in accordance with the terms of the Temporary
      Global Note.

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4.2   If a Global Note is to be exchanged in accordance with its terms for
      definitive Notes, the Issuer undertakes that it will deliver to, or to the
      order of, the Fiscal Agent, as soon as reasonable practicable and in any
      event not later than 15 days before the relevant exchange is due to take
      place, definitive Notes (with Coupons attached) in an aggregate principal
      amount of (euro)550,000,000 or such lesser amount as is the principal
      amount of Notes represented by the Global Note to be issued in exchange
      for the Global Note. Each definitive Note and Coupon so delivered shall be
      duly executed on behalf of the Issuer.

4.3   The Issuer authorises and instructs the Fiscal Agent to authenticate the
      Global Notes and any definitive Notes delivered pursuant to subclause 4.2.

4.4   The Issuer authorises and instructs the Fiscal Agent to cause interests in
      the Temporary Global Note to be exchanged for interests in the Permanent
      Global Note and interests in a Global Note to be exchanged for definitive
      Notes in accordance with their respective terms. Following the exchange of
      the last interest in a Global Note, the Fiscal Agent shall cause the
      Global Note to be cancelled and delivered to the Issuer or as it may
      direct.

4.5   The Fiscal Agent shall cause all Notes delivered to and held by it under
      this Agreement to be maintained in safe custody and shall ensure that
      interests in the Temporary Global Note are only exchanged for interests in
      the Permanent Global Note in accordance with the terms of the Temporary
      Global Note and this Agreement and that the definitive Notes are issued
      only in accordance with the terms of the Global Notes and this Agreement.

4.6   So long as any of the Notes is outstanding the Fiscal Agent shall, within
      seven days of any request by the Issuer or the Guarantor, certify to the
      Issuer or, as the case may be, the Guarantor the number of definitive
      Notes held by it under this Agreement.

5.    PAYMENT TO THE FISCAL AGENT

5.1   The Issuer or, failing the Issuer, the Guarantor shall, not later than
      10.00 a.m. (London time) on each date on which any payment of principal
      and/or interest in respect of any of the Notes becomes due under the
      Condition, transfer to an account specified by the Fiscal Agent such
      amount of euros as shall be sufficient for the purposes of the payment of
      principal and/or interest in immediately available funds.

5.2   The Issuer or, as the case may be, the Guarantor shall ensure that, not
      later than the second day on which banks are open for business in London
      immediately preceding the date on which any payment is to be made to the
      Fiscal Agent pursuant to subclause 5.1, the Fiscal Agent shall receive a
      copy of an irrevocable payment instruction to the bank through which the
      payment is to be made.

6.    NOTIFICATION OF NON-PAYMENT BY THE ISSUER OR THE GUARANTOR

      The Fiscal Agent shall notify by SWIFT or facsimile each of the other
      Paying Agents forthwith:

      (a)   if it has not by the relevant date specified in subclause 5.1
            received unconditionally the full amount in euros required for the
            payment; and

      (b)   if it receives unconditionally the full amount of any sum due in
            respect of the Notes or Coupons after such date.

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      The Fiscal Agent shall, at the expense and request of the Issuer or the
      Guarantor, forthwith upon receipt of any amount as described in
      subparagraph (b), cause notice of that receipt to be published under
      Condition 12.

7.    DUTIES OF THE PAYING AGENTS

7.1   Subject to the payments to the Fiscal Agent provided for by clause 5 being
      duly made, the Paying Agents shall act as paying agents of the Issuer
      and/or the Guarantor in respect of the Notes and pay or cause to be paid
      on behalf of the Issuer and/or the Guarantor, on and after each date on
      which any payment becomes due and payable, the amounts of principal and/or
      interest then payable on surrender or, in the case of a Global Note,
      endorsement, of Notes or Coupons under the Conditions and this Agreement.
      If any payment provided for by clause 5 is made late but otherwise under
      the terms of this Agreement the Paying Agents shall nevertheless act as
      paying agents following receipt by them of payment.

7.2   If default is made by the Issuer and the Guarantor in respect of any
      payment, unless and until the full amount of the payment has been made
      under the terms of this Agreement (except as to the time of making the
      same) or other arrangements satisfactory to the Fiscal Agent have been
      made, neither the Fiscal Agent nor any of the other Paying Agents shall be
      bound to act as paying agents.

7.3   Without prejudice to subclauses 7.1 and 7.2, if the Fiscal Agent pays any
      amounts to the holders of Notes or Coupons or to any other Paying Agent at
      a time when it has not received payment in full in respect of the Notes in
      accordance with subclause 5.1 (the excess of the amounts so paid over the
      amounts so received being the SHORTFALL), the Issuer (failing which the
      Guarantor) will, in addition to paying amounts due under subclause 5.1,
      pay to the Fiscal Agent on demand interest (at a rate which represents the
      Fiscal Agent's cost of funding the Shortfall) on the Shortfall (or the
      unreimbursed portion thereof) until the receipt in full by the Fiscal
      Agent of the Shortfall.

7.4   Whilst any Notes are represented by a Global Note, all payments due in
      respect of the Notes shall be made to, or to the order of, the holder of
      the Global Note, subject to and in accordance with the provisions of the
      Global Note. On the occasion of each payment, the Paying Agent to which
      the Global Note was presented for the purpose of making the payment shall
      cause the appropriate Schedule to the relevant Global Note to be annotated
      so as to evidence the amounts and dates of the payments of principal
      and/or interest as applicable.

7.5   If on presentation of a Note or Coupon the amount payable in respect of
      the Note or Coupon is not paid in full (otherwise than as a result of
      withholding or deduction for or on account of any Taxes as permitted by
      the Conditions) the Paying Agent to whom the Note or Coupon is presented
      shall procure that the Note or Coupon is enfaced with a memorandum of the
      amount paid and the date of payment.

8.    REIMBURSEMENT OF THE PAYING AGENTS

      The Fiscal Agent shall charge the account referred to in clause 5 for all
      payments made by it under this Agreement and will credit or transfer to
      the respective accounts of the other Paying Agents the amount of all
      payments made by them under the Conditions immediately upon notification
      from them, subject in each case to any applicable laws or regulations.

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9.    DETERMINATION AND NOTIFICATION OF RATES OF INTEREST, COUPON AMOUNTS AND
      INTEREST PAYMENT DATES

9.1   The Agent Bank shall determine the Rate of Interest applicable to each
      Interest Period and the Coupon Amount payable in respect thereof subject
      to and in accordance with the Conditions.

9.2   The Agent Bank shall not be responsible to the Issuer, the Guarantor or
      any third party for any failure of the Reference Banks to fulfil their
      duties or meet their obligations as Reference Banks or (except in the
      event of negligence, wilful default or bad faith) as a result of the Agent
      Bank having acted on any certificate given by any Reference Bank which
      subsequently may be found to be incorrect.

9.3   The Agent Bank shall notify the Issuer, the Guarantor, the Fiscal Agent
      and (so long as the Notes are listed thereon) any stock exchange or other
      relevant authority by facsimile of each Rate of Interest, Coupon Amount
      and relative Interest Payment Date as soon as practicable after the
      determination thereof, and in any event no later than the first day of
      each Interest Period and the Fiscal Agent shall promptly notify the other
      Paying Agents thereof.

9.4   The Agent Bank shall cause each Rate of Interest, Coupon Amount and
      Interest Payment Date to be published in accordance with Condition 12 as
      soon as possible after their determination but in no event later than the
      second Business Day thereafter (as defined in Condition 5).

9.5   If the Agent Bank does not at any material time for any reason determine
      and/or publish the Rate of Interest or Coupon Amount in respect of any
      Interest Period as provided in this clause 9 it shall forthwith notify the
      Issuer, the Guarantor, and the Fiscal Agent of such fact.

10.   NOTICE OF ANY WITHHOLDING OR DEDUCTION

      If the Issuer or the Guarantor is, in respect of any payment in respect of
      the Notes, compelled to withhold or deduct any amount for or on account of
      any Taxes as contemplated by Condition 8, the Issuer or, as the case may
      be, the Guarantor shall give notice to the Fiscal Agent as soon as it
      becomes aware of the requirement to make the withholding or deduction and
      shall give to the Fiscal Agent such information as the Fiscal Agent shall
      require to enable it to comply with the requirement.

11.   DUTIES OF THE FISCAL AGENT IN CONNECTION WITH OPTIONAL REDEMPTION AND
      REDEMPTION FOR TAXATION REASONS

      If the Issuer decides to redeem all the Notes for the time being
      outstanding under Condition 7, it shall give notice of the decision to the
      Fiscal Agent, the Agent Bank and the Noteholders in accordance with the
      Conditions.

12.   RECEIPT AND PUBLICATION OF NOTICES

12.1  Forthwith upon the receipt by the Fiscal Agent of a demand or notice from
      any Noteholder or Couponholder under Condition 10 the Fiscal Agent shall
      forward a copy of the demand or notice to the Issuer and to the Guarantor.

12.2  On behalf of and at the request and expense of the Issuer or the
      Guarantor, the Fiscal Agent shall cause to be published all notices
      required to be given by the Issuer and/or the Guarantor under the
      Conditions.

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13.   CANCELLATION OF NOTES AND COUPONS

13.1  All Notes which are surrendered in connection with redemption, (together
      with all unmatured Coupons attached to or delivered with Notes) and all
      Coupons which are paid shall be cancelled by the Paying Agent to which
      they are surrendered. Each of the Paying Agents shall give to the Fiscal
      Agent details of all payments made by it and shall deliver all cancelled
      Notes and Coupons to the Fiscal Agent (or as the Fiscal Agent may
      specify). Where Notes are purchased by or on behalf of the Issuer, the
      Guarantor or any of the Guarantor's other Subsidiaries, the Issuer or, as
      the case may be, the Guarantor, shall procure that the Notes (together
      with all unmatured Coupons appertaining to the Notes) are promptly
      cancelled and delivered to the Fiscal Agent or its authorised agent.

13.2  The Fiscal Agent or its authorised agent shall (unless otherwise
      instructed by the Issuer in writing and save as provided in subclause
      15.1) destroy all cancelled Notes and Coupons and furnish the Issuer and
      the Guarantor with a certificate of destruction containing written
      particulars of the serial numbers of the Notes and the number by maturity
      date of Coupons so destroyed.

14.   ISSUE OF REPLACEMENT NOTES AND COUPONS

14.1  The Issuer shall cause a sufficient quantity of additional forms of Notes
      and Coupons to be available, upon request, to the Fiscal Agent at its
      specified office for the purpose of issuing replacement Notes or Coupons
      as provided below.

14.2  The Fiscal Agent shall, subject to and in accordance with Condition 11 and
      the following provisions of this clause, cause to be authenticated (in the
      case only of replacement Notes) and delivered any replacement Notes or
      Coupons which the Issuer may determine to issue in place of Notes or
      Coupons which have been lost, stolen, mutilated, defaced or destroyed.

14.3  In the case of a mutilated or defaced Note, the Fiscal Agent shall ensure
      that (unless otherwise covered by such indemnity as the Issuer may
      require) any replacement Note only has attached to it Coupons
      corresponding to those attached to the mutilated or defaced Note which is
      presented for replacement.

14.4  The Fiscal Agent shall obtain verification, in the case of an allegedly
      lost, stolen or destroyed Note or Coupon in respect of which the serial
      number is known, that the Note or Coupon has not previously been redeemed
      or paid. The Fiscal Agent shall not issue a replacement Note or Coupon
      unless and until the applicant has:

      (a)   paid such expenses and costs as may be incurred in connection with
            the replacement;

      (b)   furnished it with such evidence and indemnity as the Issuer may
            reasonably require; and

      (c)   in the case of a mutilated or defaced Note or Coupon, surrendered it
            to the Fiscal Agent.

14.5  The Fiscal Agent shall cancel mutilated or defaced Notes or Coupons in
      respect of which replacement Notes or Coupons have been issued pursuant to
      this clause. The Fiscal Agent shall furnish the Issuer and the Guarantor
      with a certificate stating the serial numbers of the Notes or Coupons
      received by it and cancelled pursuant to this clause and shall, unless
      otherwise requested by the Issuer or the Guarantor, destroy all those
      Notes and Coupons and furnish the Issuer and the Guarantor with a
      destruction certificate containing the information specified in subclause
      13.2.

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14.6  The Fiscal Agent shall, on issuing any replacement Note or Coupon,
      forthwith inform the Issuer and the other Paying Agents of the serial
      number of the replacement Note or Coupon issued and (if known) of the
      serial number of the Note or Coupon in place of which the replacement Note
      or Coupon has been issued. Whenever replacement Coupons are issued under
      this clause, the Fiscal Agent shall also notify the other Paying Agents of
      the maturity dates of the lost, stolen, mutilated, defaced or destroyed
      Coupons and of the replacement Coupons issued.

14.7  Whenever a Note or Coupon for which a replacement Note or Coupon has been
      issued and the serial number of which is known is presented to a Paying
      Agent for payment, the relevant Paying Agent shall immediately send notice
      to the Issuer and the Fiscal Agent.

15.   RECORDS AND CERTIFICATES

15.1  The Fiscal Agent shall keep a full and complete record of all Notes and
      Coupons (other than serial numbers of Coupons) and of their redemption
      and/or purchase by or on behalf of the Issuer, the Guarantor or any of the
      Guarantor's other Subsidiaries, cancellation or payment (as the case may
      be) and of all replacement Notes or Coupons issued in substitution for
      lost, stolen, mutilated, defaced or destroyed Notes or Coupons. The Fiscal
      Agent shall at all reasonable times make the records and Coupons (if any)
      available to the Issuer and the Guarantor.

15.2  The Fiscal Agent shall give to the Issuer and the Guarantor, as soon as
      possible and in any event within four months after the date of redemption,
      purchase, payment or replacement of a Note or Coupon (as the case may be),
      a certificate stating (a) the aggregate principal amount of Notes which
      have been redeemed and the aggregate amount in respect of Coupons which
      have been paid, (b) the serial numbers of those Notes in definitive form,
      (c) the total number by maturity date of those Coupons, (d) the aggregate
      principal amounts of Notes (if any) which have been purchased by or on
      behalf of the Issuer, the Guarantor or any of the Guarantor's other
      Subsidiaries and cancelled (subject to delivery of the Notes to the Fiscal
      Agent) and the serial numbers of such Notes in definitive form and the
      total number by maturity date of the Coupons attached to or surrendered
      with the purchased Notes.

16.   COPIES OF THIS AGREEMENT AND THE GUARANTEE AVAILABLE FOR INSPECTION

16.1  The Guarantee shall be deposited with the Fiscal Agent and shall be held
      in safe custody by the Fiscal Agent on behalf of the Noteholders and
      Couponholders.

16.2  The Agents shall hold copies of this Agreement, together with copies of
      the Guarantee, and any other documents expressed to be held by them in the
      Offering Circular dated 24 November, 2005 issued by the Issuer in relation
      to the Notes available for inspection by Noteholders and Couponholders.
      For this purpose, the Issuer and the Guarantor shall furnish the Agents
      with sufficient copies of each of such documents.

17.   COMMISSIONS AND EXPENSES

17.1  The Issuer or, failing the Issuer, the Guarantor shall pay to the Fiscal
      Agent such commissions in respect of the services of the Agents under this
      Agreement as shall be agreed between the Issuer, the Guarantor and the
      Fiscal Agent. Neither the Issuer nor the Guarantor shall be concerned with
      the apportionment of payment among the Agents.

17.2  The Issuer or, failing the Issuer, the Guarantor shall also pay to the
      Fiscal Agent an amount equal to any value added tax which may be payable
      in respect of the commissions together

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      with all reasonable expenses incurred by the Agents in connection with
      their services under this Agreement.

17.3  The Fiscal Agent shall arrange for payment of the commissions due to the
      other Agents and arrange for the reimbursement of their expenses promptly
      after receipt of the relevant moneys from the Issuer or the Guarantor.

17.4  At the request of the Fiscal Agent, the parties to this Agreement may from
      time to time during the continuance of this Agreement review the
      commissions agreed initially pursuant to subclause 17.1 with a view to
      determining whether the parties can mutually agree upon any changes to the
      commissions.

18.   INDEMNITY

18.1  The Issuer or, failing the Issuer, the Guarantor undertakes to indemnify
      each of the Agents against all losses, liabilities, costs, claims,
      actions, damages, expenses or demands which any of them may incur or which
      may be made against any of them as a result of or in connection with the
      appointment of or the exercise of the powers and duties by any Agent under
      this Agreement except as may result from its own wilful default,
      negligence or bad faith or that of its directors, officers or employees or
      any of them.

18.2  Each of the Agents severally undertakes to indemnify the Issuer and the
      Guarantor against all losses, liabilities, costs, claims, actions,
      damages, expenses or demands which any of them may incur or which may be
      made against any of them as a result of its wilful default, negligence or
      bad faith or that of its directors, officers or employees.

18.3  The indemnities set out above shall survive any termination of this
      Agreement.

19.   REPAYMENT BY FISCAL AGENT

      Sums paid by or by arrangement with the Issuer or the Guarantor to the
      Fiscal Agent pursuant to the terms of this Agreement shall not be required
      to be repaid to the Issuer or the Guarantor unless and until any Note or
      Coupon becomes void under the provisions of Condition 9 but in that event
      the Fiscal Agent shall forthwith repay to the Issuer or, if so directed by
      the Issuer, to the Guarantor sums equivalent to the amounts which would
      otherwise have been payable in respect of the relevant Note or Coupon.

20.   CONDITIONS OF APPOINTMENT

20.1  Subject as provided in subclause 20.3, the Fiscal Agent shall be entitled
      to deal with money paid to it by the Issuer or the Guarantor for the
      purposes of this Agreement in the same manner as other money paid to a
      banker by its customers and shall not be liable to account to the Issuer
      or the Guarantor for any interest or other amounts in respect of the
      money. No money held by any Paying Agent need be segregated except as
      required by law.

20.2  In acting under this Agreement and in connection with the Notes and the
      Coupons the Agents shall act solely as agents of the Issuer and the
      Guarantor and will not assume any obligations towards or relationship of
      agency or trust for or with any of the owners or holders of the Notes or
      the Coupons.

20.3  No Paying Agent shall exercise any right of set-off or lien against the
      Issuer, the Guarantor or any holders of Notes or Coupons in respect of any
      moneys payable to or by it under the terms of this Agreement.

                                       9

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20.4  Except as otherwise permitted in the Conditions or as ordered by a court
      of competent jurisdiction or required by law or otherwise instructed by
      the Issuer or the Guarantor, each of the Agents shall be entitled to treat
      the holder of any Note or Coupon as the absolute owner for all purposes
      (whether or not the Note or Coupon shall be overdue and notwithstanding
      any notice of ownership or other writing on the Note or Coupon or any
      notice of previous loss or theft of the Note or Coupon).

20.5  The Agents shall be obliged to perform such duties and only such duties as
      are set out in this Agreement and the Notes and no implied duties or
      obligations shall be read into this Agreement or the Notes against the
      Agents other than the duty to act honestly and in good faith and to
      exercise the diligence of a reasonably prudent agent in comparable
      circumstances.

20.6  The Fiscal Agent may consult with legal and other professional advisers
      and the opinion of the advisers shall be full and complete protection in
      respect of action taken, omitted or suffered under this Agreement in good
      faith and in accordance with the opinion of the advisers.

20.7  Each of the Agents shall be protected and shall incur no liability for or
      in respect of action taken, omitted or suffered in reliance upon any
      instruction, request or order from the Issuer or the Guarantor or any
      document which it reasonably believes to be genuine and to have been
      delivered by the proper party or parties or upon written instructions from
      the Issuer or the Guarantor.

20.8  Any of the Agents, their officers, directors or employees may become the
      owner of, or acquire any interest in, Notes or Coupons with the same
      rights that it or he would have if the Agent concerned were not appointed
      under this Agreement, and may engage or be interested in any financial or
      other transaction with the Issuer or the Guarantor, and may act on, or as
      depositary, trustee or agent for, any committee or body of holders of
      Notes or Coupons or other obligations of the Issuer or the Guarantor, as
      freely as if the Agent were not appointed under this Agreement.

20.9  The Fiscal Agent shall not be under any obligation to take any action
      under this Agreement which it expects will result in any expense or
      liability accruing to it, the payment of which within a reasonable time is
      not, in its opinion, assured to it.

20.10 The obligations of the Agents hereunder are several and not joint.

21.   COMMUNICATION WITH AGENTS

      A copy of all communications relating to the subject matter of this
      Agreement between the Issuer or the Guarantor and any of the Agents other
      than the Fiscal Agent shall be sent to the Fiscal Agent.

22.   TERMINATION OF APPOINTMENT

22.1  The Issuer and the Guarantor may terminate the appointment of any Agent at
      any time and/or appoint additional or other Agents by giving to the Agent
      whose appointment is concerned and, where appropriate, the Fiscal Agent at
      least 90 days' prior written notice to that effect, provided that, so long
      as any of the Notes is outstanding:

      (a)   the notice shall not expire less than 45 days before any due date
            for the payment of interest; and

                                       10

<PAGE>

      (b)   notice shall be given under Condition 12 at least 30 days before the
            removal or appointment of a Paying Agent.

22.2  Notwithstanding the provisions of subclause 22.1, if at any time:

      (a)   an Agent becomes incapable of acting, or is adjudged bankrupt or
            insolvent, or files a voluntary petition in bankruptcy or makes an
            assignment for the benefit of its creditors or consents to the
            appointment of an administrator, liquidator or administrative or
            other receiver of all or any substantial part of its property, or if
            an administrator, liquidator or administrative or other receiver of
            it or of all or a substantial part of its property is appointed, or
            it admits in writing its inability to pay or meet its debts as they
            may mature or suspends payment of its debts, or if an order of any
            court is entered approving any petition filed by or against it under
            the provisions of any applicable bankruptcy or insolvency law or if
            a public officer takes charge or control of the Agent or of its
            property or affairs for the purpose of rehabilitation,
            administration or liquidation; or

      (b)   in the case of the Agent Bank, it fails to determine the Rate of
            Interest, and/or Coupon Amount in respect of any Interest Period as
            provided in the Conditions and this Agreement,

      the Issuer and the Guarantor may forthwith without notice terminate the
      appointment of the Agent, in which event (save with respect to the
      termination of the appointment of the Agent Bank) notice shall be given to
      the Noteholders under Condition 12 as soon as is practicable.

22.3  The termination of the appointment of an Agent under this Agreement shall
      not entitle the Agent to any amount by way of compensation but shall be
      without prejudice to any amount then accrued due.

22.4  All or any of the Agents may resign their respective appointments under
      this Agreement at any time by giving to the Issuer, the Guarantor and,
      where appropriate, the Fiscal Agent at least 90 days' prior written notice
      to that effect provided that, so long as any of the Notes is outstanding,
      the notice shall not expire less than 45 days before any due date for the
      payment of interest. Following receipt of a notice of resignation from a
      Paying Agent, the Issuer or, failing the Issuer, the Guarantor shall
      promptly, and in any event not less than 30 days before the resignation
      takes effect, give notice to the Noteholders under Condition 12. If the
      Fiscal Agent shall resign or be removed pursuant to subclauses 22.1 or
      22.2 above or in accordance with this subclause 22.4, the Issuer and the
      Guarantor shall promptly and in any event within 30 days appoint a
      successor (being a leading bank acting through its office in London). If
      the Issuer and the Guarantor fail to appoint a successor within such
      period, the Fiscal Agent may select a leading bank acting through its
      office in London to act as Fiscal Agent hereunder and the Issuer and the
      Guarantor shall appoint that bank as the successor Fiscal Agent.

22.5  Notwithstanding the provisions of subclauses 22.1, 22.2 and 22.4, so long
      as any of the Notes is outstanding, the termination of the appointment of
      an Agent (whether by the Issuer and the Guarantor or by the resignation of
      the Agent) shall not be effective unless upon the expiry of the relevant
      notice there is:

      (a)   a Fiscal Agent;

      (b)   at least one Paying Agent (which may be the Fiscal Agent) having its
            specified office in a European city which so long as the Notes are
            admitted to official listing on the Irish Stock Exchange, shall be
            Dublin or such other place as the Irish Financial Supervisory and
            Regulatory Authority may approve;

                                       11

<PAGE>

      (c)   a Paying Agent in a Member State of the European Union that is not
            obliged to withhold or deduct tax pursuant to European Council
            Directive 2003/48/EC or any law implementing or complying with, or
            introduced in order to conform to, such Directive; and

      (d)   an Agent Bank.

22.6  Any successor Agent shall execute and deliver to its predecessor, the
      Issuer, the Guarantor and, where appropriate, the Fiscal Agent an
      instrument accepting the appointment under this Agreement, and the
      successor Agent, without any further act, deed or conveyance, shall become
      vested with all the authority, rights, powers, trusts, immunities, duties
      and obligations of the predecessor with like effect as if originally named
      as an Agent.

22.7  If the appointment of a Paying Agent under this Agreement is terminated
      (whether by the Issuer and the Guarantor or by the resignation of the
      Paying Agent), the Paying Agent shall on the date on which the termination
      takes effect deliver to its successor Paying Agent (or, if none, the
      Fiscal Agent) all Notes and Coupons surrendered to it but not yet
      destroyed and all records concerning the Notes and Coupons maintained by
      it (except such documents and records as it is obliged by law or
      regulation to retain or not to release) and pay to its successor Paying
      Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it
      in respect of Notes or Coupons which have become due and payable but which
      have not been presented for payment, but shall have no other duties or
      responsibilities under this Agreement.

22.8  If the Fiscal Agent or any of the other Paying Agents shall change its
      specified office, it shall give to the Issuer, the Guarantor and, where
      appropriate, the Fiscal Agent not less than 45 days' prior written notice
      to that effect giving the address of the new specified office. As soon as
      practicable thereafter and in any event at least 30 days before the
      change, the Fiscal Agent shall give to the NOTEHOLDERS on behalf of and at
      the expense of the Issuer or, failing the Issuer, the Guarantor notice of
      the change and the address of the new specified office under Condition 12.

22.9  A corporation into which any Agent for the time being may be merged or
      converted or a corporation with which the Agent may be consolidated or a
      corporation resulting from a merger, conversion or consolidation to which
      the Agent shall be a party shall, to the extent permitted by applicable
      law, be the successor Agent under this Agreement without the execution or
      filing of any paper or any further act on the part of any of the parties
      to this Agreement. Notice of any merger, conversion or consolidation shall
      forthwith be given to the Issuer, the Guarantor and, where appropriate,
      the Fiscal Agent.

23.   MEETINGS OF NOTEHOLDERS

23.1  The provisions of Schedule 4 shall apply to meetings of the Noteholders
      and shall have effect in the same manner as if set out in this Agreement
      provided that, so long as any of the Notes are represented by a Global
      Note, the expression Noteholders shall include the persons for the time
      being shown in the records of Euroclear Bank S.A./N.V., as operator of the
      Euroclear System (EUROCLEAR) and/or Clearstream Banking, societe anonyme
      (CLEARSTREAM, LUXEMBOURG), as the holders of a particular principal amount
      of such Notes (each an ACCOUNTHOLDER) (in which regard a certificate or
      other document issued by Euroclear or Clearstream, Luxembourg as to the
      principal amount of such Notes standing to the account of any person shall
      be conclusive and binding) for all purposes other than with respect to the
      payment of principal and interest on such Notes, the right to which shall
      be vested as against the Issuer solely in the bearer of each Global Note
      in accordance with and subject to its terms, and the expressions HOLDER
      and HOLDERS shall be construed accordingly and the expression NOTES shall
      mean units of (euro)50,000 principal amount of Notes.

                                       12

<PAGE>

23.2  Without prejudice to subclause 23.1, each of the Paying Agents shall, on
      the request of any holder of Notes, issue voting certificates and block
      voting instructions (as defined in Schedule 4) together, if so required by
      the Issuer, with reasonable proof satisfactory to the Issuer of their due
      execution on behalf of the Paying Agent under the provisions of Schedule 4
      and shall forthwith give notice to the Issuer under Schedule 4 of any
      revocation or amendment of a voting certificate or block voting
      instruction. Each Paying Agent shall keep a full and complete record of
      all voting certificates and block voting instructions issued by it and
      shall, not less than 24 hours before the time appointed for holding any
      meeting or adjourned meeting, deposit at such place as the Fiscal Agent
      shall designate or approve, full particulars of all voting certificates
      and block voting instructions issued by it in respect of any meeting or
      adjourned meeting.

24.   NOTICES

      Any notice required to be given under this Agreement to any of the parties
      shall be delivered in person, sent by pre-paid post (first class if
      inland, first class airmail if overseas) or by facsimile addressed to:

      The Issuer:           KELLOGG EUROPE COMPANY LIMITED
                            Facsimile No:          441 252 8666
                            Attention:             Secretary

      The Guarantor:        KELLOGG COMPANY
                            Facsimile No:          1 269 961 3494
                            Attention:             Treasurer

      The Fiscal Agent and  HSBC BANK PLC
      Agent Bank:
                            Facsimile No:          +44 (0)20 7260 8932
                            Attention:             The Manager, Operations, Bond
                                                   Paying Agency, Corporate
                                                   Trust and Loan Agency

      The Paying Agent:     HSBC INSTITUTIONAL TRUST SERVICES (IRELAND) LIMITED

                            Facsimile No:          +353 1 631 8397
                            Attention:             Ronnie Griffin

      or such other address of which notice in writing has been given to the
      other parties to this Agreement under the provisions of this clause.

      Any such notice shall take effect, if delivered in person, at the time of
      delivery, if sent by post, three days in the case of inland post or seven
      days in the case of overseas post after despatch, and, in the case of
      SWIFT or facsimile, 24 hours after the time of despatch, provided that in
      the case of a notice given by SWIFT or facsimile transmission such notice
      shall forthwith be confirmed by post. The failure of the addressee to
      receive such confirmation shall not invalidate the relevant notice given
      by facsimile.

                                       13

<PAGE>

25.   TAXES AND STAMP DUTIES

      The Issuer or, failing the Issuer, the Guarantor agrees to pay any and all
      stamp and other documentary taxes or duties which may be payable in
      connection with the execution, delivery, performance and enforcement of
      this Agreement by any Agent.

26.   COUNTERPARTS

      This Agreement may be executed in any number of counterparts, all of
      which, taken together, shall constitute one and the same agreement and any
      party may enter into this Agreement by executing a counterpart.

27.   DESCRIPTIVE HEADINGS

      The descriptive headings in this Agreement are for convenience of
      reference only and shall not define or limit the provisions of this
      Agreement.

28.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

28.1  The provisions of this Agreement are governed by, and shall be construed
      in accordance with, English law.

28.2  Subject to subclause 28.4 below, each of the Issuer and the Guarantor
      irrevocably agrees for the benefit of the Agents that the courts of
      England are to have exclusive jurisdiction to settle any dispute which may
      arise out of or in connection with this Agreement and accordingly submit
      to the exclusive jurisdiction of the English courts.

28.3  Each of the Issuer and the Guarantor waives any objection to the courts of
      England on the grounds that they are an inconvenient or inappropriate
      forum.

28.4  The Agents may take any suit, action or proceeding arising out of or in
      connection with this Agreement (together referred to as PROCEEDINGS)
      against the Issuer or the Guarantor in any other court of competent
      jurisdiction and concurrent Proceedings in any number of jurisdictions.

28.5  Each of the Issuer and the Guarantor irrevocably and unconditionally
      appoints Kellogg Marketing & Sales Co. (UK) Limited at its registered
      office for the time being as its agent for service of process in England
      in respect of any Proceedings and undertakes that in the event of it
      ceasing so to act it will appoint such other person with an office in
      London as its agent for that purpose.

28.6  Each of the Issuer and the Guarantor:

      (a)   agrees to procure that, so long as any of the Notes remain liable to
            prescription, there shall be in force an appointment of such a
            person with an office in London with authority to accept service as
            aforesaid;

      (b)   agrees that failure by any such person to give notice of such
            service of process to the relevant Agent shall not impair the
            validity of such service or of any judgment based thereon; and

      (c)   agrees that nothing in this Agreement shall affect the right to
            serve process in any other manner permitted by law.

                                       14

<PAGE>

29.   AMENDMENTS

      This Agreement may be amended by all of the parties, without the consent
      of any Noteholder or Couponholder, either for the purpose of curing any
      ambiguity or of curing, correcting or supplementing any manifest or proven
      error or any other defective provision contained in this Agreement.

30.   THIRD PARTY RIGHTS

      No rights are conferred on any person under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term of this Agreement, but this does not
      affect any right or remedy of any person which exists apart from that Act.

SIGNED by each of the parties (or their duly authorised representatives) on the
date which appears first on page 1.

                                       15

<PAGE>

                                   SCHEDULE 1

                                     PART 1

                        FORM OF THE TEMPORARY GLOBAL NOTE

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.

                         KELLOGG EUROPE COMPANY LIMITED

                              TEMPORARY GLOBAL NOTE

                                (EURO)550,000,000

                     GUARANTEED FLOATING RATE NOTES DUE 2007

                  UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY

                                 KELLOGG COMPANY

This temporary Global Note is issued in respect of the (euro)550,000,000
Guaranteed Floating Rate Notes due 2007 (the NOTES) of Kellogg Europe Company
Limited (the ISSUER). The Notes are issued subject to and with the benefit of an
Agency Agreement (the AGENCY AGREEMENT) dated 28 November, 2005, between, among
others, the Issuer, Kellogg Company (the GUARANTOR) and HSBC Bank plc as Fiscal
Agent (the FISCAL AGENT) and the Conditions of the Notes (the CONDITIONS) set
out in Part 2 of Schedule 2 to the Agency Agreement. Payments in respect of the
Notes are unconditionally and irrevocably guaranteed by the Guarantor as
provided in a Guarantee dated 28 November, 2005 entered into by the Guarantor by
way of deed poll.

1.    PROMISE TO PAY

      Subject as provided in this temporary Global Note, the Issuer, for value
      received, promises to pay the bearer upon presentation and surrender of
      this temporary Global Note the sum of (euro)550,000,000 or such lesser sum
      as is equal to the principal amount of the Notes represented by this
      temporary Global Note as shown by the latest entry in Part 1 or Part 2 of
      the Schedule to this temporary Global Note or such other amounts as are
      expressed to be payable in respect of the Notes represented by this
      temporary Global Note on early redemption of the Notes on the Interest
      Payment Date (as defined in the Conditions) falling in May 2007 or on such
      earlier date as the principal or other amounts in respect of this
      temporary Global Note may become due under the Conditions and to pay
      interest on the principal sum for the time being outstanding at the rate
      determined under the Conditions payable quarterly in arrear on each
      Interest Payment Date until payment of the principal sum has been made or
      duly provided for in full together with any other amounts as may be
      payable, all subject to and under the Conditions.

2.    EXCHANGE FOR PERMANENT GLOBAL NOTE AND PURCHASES

      The permanent Global Note to be issued on exchange for interests in this
      temporary Global Note will be substantially in the form set out in Part 2
      of Schedule 1 to the Agency Agreement.

                                       16

<PAGE>

      Subject as provided below, the permanent Global Note will only have an
      entry made to represent definitive Notes after the date which is 40 days
      after the closing date for the Notes (the EXCHANGE DATE).

      Interests in this temporary Global Note may be exchanged for interests in
      a duly executed and authenticated permanent Global Note without charge and
      the Fiscal Agent or such other person as the Fiscal Agent may direct (the
      EXCHANGE AGENT) shall make the appropriate entry on Part 1 of the Schedule
      to the permanent Global Note, in full or partial exchange for this
      temporary Global Note, in order that the permanent Global Note represents
      an aggregate principal amount of Notes equal to the principal amount of
      this temporary Global Note submitted for exchange. Notwithstanding the
      foregoing, no such entry shall be made on the permanent Global Note unless
      there shall have been presented to the Exchange Agent a certificate in
      respect of the principal amount of Notes submitted for exchange from
      Euroclear Bank S.A./N.V., as operator of the Euroclear System (EUROCLEAR)
      or Clearstream Banking, societe anonyme (CLEARSTREAM, LUXEMBOURG)
      substantially in the form of the certificate attached as Exhibit A.

      Notwithstanding the foregoing, where this temporary Global Note has been
      exchanged in part for the permanent Global Note pursuant to the foregoing
      and definitive Notes have been issued in exchange for the total amount of
      Notes represented by the permanent Global Note pursuant to its terms, then
      interests in this temporary Global Note will no longer be exchangeable for
      interests in the permanent Global Note but will be exchangeable, in full
      or partial exchange, for duly executed and authenticated definitive Notes,
      without charge, in the denomination of (euro)50,000 each with interest
      coupons attached, such definitive Notes to be substantially in the form
      set out in Part 1 of Schedule 2 to the Agency Agreement. Notwithstanding
      the foregoing, definitive Notes shall not be so issued and delivered
      unless there shall have been presented to the Exchange Agent a certificate
      in respect of the principal amount of Notes submitted for exchange from
      Euroclear or Clearstream, Luxembourg substantially in the form of the
      certificate attached as Exhibit A.

      Any person who would, but for the provisions of this temporary Global Note
      and of the Agency Agreement, otherwise be entitled to receive either (a)
      an interest in the permanent Global Note or (b) definitive Notes shall not
      be entitled to require the exchange of an appropriate part of this
      temporary Global Note for an interest in the permanent Global Note or
      definitive Notes unless and until he shall have delivered or caused to be
      delivered to Euroclear or Clearstream, Luxembourg certificate in
      substantially the form of the certificate attached as Exhibit B (copies of
      which form of certificate will be available at the offices of Euroclear in
      Brussels and Clearstream, Luxembourg in Luxembourg and the specified
      offices of each Paying Agent named in the Agency Agreement).

      Presentation of this temporary Global Note for exchange shall be made by
      the bearer hereof on any day (other than a Saturday or Sunday) on which
      banks are open for general business in London at the office of the Fiscal
      Agent. The aggregate principal amount of interests in the permanent Global
      Note or, as the case may be, definitive Notes issued upon an exchange of
      this temporary Global Note will, subject to the terms hereof, be equal to
      the aggregate principal amount of this temporary Global Note submitted by
      the bearer for exchange (to the extent that such principal amount does not
      exceed the aggregate principal amount of this temporary Global Note.

      Upon (a) any exchange of a part of this temporary Global Note for an
      interest in the permanent Global Note or for a definitive Note, (b)
      receipt of instructions from Euroclear or Clearstream, Luxembourg that,
      following the purchase by or on behalf of the Issuer, the Guarantor or any
      of the Guarantor's other subsidiaries of a part of this temporary Global
      Note,

                                       17

<PAGE>

      part is to be cancelled or (c) any redemption of a part of this temporary
      Global Note, the portion of the principal amount of this temporary Global
      Note so exchanged, cancelled or redeemed shall be entered by or on behalf
      of the Fiscal Agent on Part 1 or, as the case may be, Part 2 of the
      Schedule to this temporary Global Note, whereupon the principal amount of
      this temporary Global Note shall be reduced for all purposes by the amount
      so exchanged, cancelled or redeemed and entered. On an exchange in whole
      of this temporary Global Note, this temporary Global Note shall be
      surrendered to the Fiscal Agent.

3.    BENEFITS

      Until the entire principal amount of this temporary Global Note has been
      extinguished in exchange for the permanent Global Note and/or definitive
      Notes, the bearer of this temporary Global Note shall in all respects be
      entitled to the same benefits as if he were the bearer of the definitive
      Notes referred to above, except that the bearer of this temporary Global
      Note shall only be entitled to receive any payment on this temporary
      Global Note on presentation of certificates as provided below.
      Accordingly, except as ordered by a court of competent jurisdiction or as
      required by law or applicable regulation, the Issuer and any Paying Agent
      may deem and treat the holder of this temporary Global Note as the
      absolute owner of this temporary Global Note for all purposes. All
      payments of any amounts payable and paid to such holder shall, to the
      extent of the sums so paid, discharge the liability for the moneys payable
      on this temporary Global Note and on the relevant definitive Notes and/or
      Coupons.

4.    PAYMENTS

      Payments due in respect of Notes for the time being represented by this
      temporary Global Note shall be made to the bearer only upon presentation
      by Euroclear or, as the case may be, Clearstream, Luxembourg to the Fiscal
      Agent at its specified office of a certificate, substantially in the form
      of the certificate attached as Exhibit A, to the effect that Euroclear, or
      as the case may be, Clearstream, Luxembourg has received a certificate
      substantially in the form of the certificate attached as Exhibit B. The
      bearer of this temporary Global Note will not be entitled to receive any
      payment of interest due on or after the Exchange Date unless, upon due
      certification, exchange of this temporary Global Note is improperly
      withheld or refused upon due certification.

      Upon any payment in respect of the Notes represented by this temporary
      Global Note, the amount so paid shall be entered by or on behalf of the
      Fiscal Agent on Part 2 of the Schedule to this temporary Global Note. In
      the case of any payment of principal the principal amount of this
      temporary Global Note shall be reduced for all purposes by the amount so
      paid and the remaining principal amount of this temporary Global Note
      shall be entered by or on behalf of the Fiscal Agent on Part 2 of the
      Schedule to this temporary Global Note.

5.    ACCOUNTHOLDERS

      For so long as any of the Notes is represented by this temporary Global
      Note or by this temporary Global Note and the permanent Global Note and
      such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream,
      Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg)
      who is for the time being shown in the records of Euroclear and/or
      Clearstream, Luxembourg as the holder of a particular principal amount of
      Notes (each an ACCOUNTHOLDER) (in which regard any certificate or other
      document issued by Euroclear or Clearstream, Luxembourg as to the
      principal amount of such Notes standing to the account of any person shall
      be conclusive and binding for all purposes) shall be treated as the holder
      of that principal amount for all purposes (including but not limited to
      for the purposes of any quorum requirements of, or the right to demand a
      poll or, meetings of the Noteholders and giving notice to the Issuer
      pursuant to Condition 10 other than with respect to the payment of

                                       18

<PAGE>

      principal and interest on the Notes, the right to which shall be vested,
      as against the Issuer, solely in the bearer of this temporary Global Note
      in accordance with and subject to its terms. Each Accountholder must look
      solely to Euroclear or Clearstream, Luxembourg, as the case may be, for
      its share of each payment made to the bearer of this temporary Global
      Note.

      The Issuer covenants in favour of each Accountholder that it will make all
      payments in respect of the principal amount of Notes for the time being
      shown in the records of Euroclear and/or Clearstream, Luxembourg as being
      held by the Accountholder and represented by this temporary Global Note to
      the bearer of this temporary Global Note in accordance with clause 1 above
      and acknowledges that each Accountholder may take proceedings to enforce
      this covenant and any of the other rights which it has under the first
      paragraph of this clause directly against the Issuer.

6.    NOTICES

      For so long as all of the Notes are represented by this temporary Global
      Note or by this temporary Global Note and the permanent Global Note and
      such Global Note(s) is/are held on behalf of Euroclear and/Clearstream,
      Luxembourg, notices to Noteholders may be given by delivery of the
      relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case
      may be) for communication to the relative Accountholders rather than by
      publication as required by Condition 12; provided that the notice will
      comply with the rules and regulations of any stock exchange or other
      relevant authority on which the Notes are for the time being listed. Any
      such notice shall be deemed to have been given to the Noteholders on the
      second day after the day on which such notice is delivered to Euroclear
      and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

      Whilst any of the Notes held by a Noteholder are represented by a Global
      Note, notices to be given by such Noteholder may be given by such
      Noteholder (where applicable) through Euroclear and/or Clearstream, as the
      Fiscal Agent and Euroclear and/or Clearstream, Luxembourg may approve for
      this purpose.

7.    PRESCRIPTION

      Claims against the Issuer and the Guarantor in respect of principal and
      interest on the Notes represented by this temporary Global Note will be
      prescribed after 10 years (in the case of principal and five years (in the
      case of interest) from the Relevant Date (as defined in Condition 8).

8.    EUROCLEAR AND CLEARSTREAM, LUXEMBOURG

      Notes represented by this temporary Global Note are transferable in
      accordance with the rules and procedures of Euroclear and Clearstream,
      Luxembourg, as appropriate. References in this temporary Global Note to
      Euroclear and/or Clearstream, Luxembourg shall be deemed to include
      references to any other clearing system through which interest in the
      Notes are held.

9.    AUTHENTICATION

      This temporary Global Note shall not become valid or enforceable for any
      purpose unless and until it has been authenticated by or on behalf of the
      Fiscal Agent.

                                       19

<PAGE>

10.   CONTRACTS (RIGHT OF THIRD PARTIES) ACT 1999

      No rights are conferred on any person under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term of this temporary Global Note, but
      this does not affect any right or remedy of any person which exists or is
      available apart from that Act.

11.   GOVERNING LAW

      This temporary Global Note is governed by, and shall be construed in
      accordance with, English law.

IN WITNESS whereof this temporary Global Note has been executed as a deed on
behalf of the Issuer.

                                       20

<PAGE>

EXECUTED as a Deed by KELLOGG EUROPE                 )
COMPANY LIMITED
acting by                                            )
and                                                  )

EXECUTED as a Deed by KELLOGG COMPANY                )
acting by                                            )
                                                     )

Dated -

CERTIFICATE OF AUTHENTICATION

This is the temporary Global Note
described in the Agency Agreement
By or on behalf of
HSBC BANK PLC as Fiscal Agent
(without recourse, warranty or liability)

.........................................

                                       21

<PAGE>

                                  THE SCHEDULE

                                     PART 1

            EXCHANGES FOR THE PERMANENT GLOBAL NOTE/DEFINITIVE NOTES
                                AND CANCELLATIONS

The following exchanges of a part of this temporary Global Note for interests in
the permanent Global Note/definitive Notes and cancellations of a part of the
aggregate principal amount of this temporary Global Note have been made:

<TABLE>
<CAPTION>
                           PART OF THE
                       AGGREGATE PRINCIPAL
                          AMOUNT OF THIS
                         TEMPORARY GLOBAL                           REMAINING PRINCIPAL
                        NOTE EXCHANGED FOR       PART OF THE          AMOUNT OF THIS
                         INTERESTS IN THE    AGGREGATE PRINCIPAL     TEMPORARY GLOBAL
                         PERMANENT GLOBAL       AMOUNT OF THIS        NOTE FOLLOWING       NOTATION MADE BY OR
DATE OF EXCHANGE OR      NOTE/DEFINITIVE       TEMPORARY GLOBAL         EXCHANGE OR         ON BEHALF OF THE
   CANCELLATION               NOTES             NOTE CANCELLED         CANCELLATION           FISCAL AGENT
                             (EURO)                 (EURO)                (EURO)
<S>                    <C>                   <C>                    <C>                    <C>
   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------

   -------------          -------------         -------------          -------------          -------------
</TABLE>

                                       22

<PAGE>

                                     PART 2

                                    PAYMENTS

The following payments in respect of the Notes represented by this temporary
Global Note have been made:

<TABLE>
<CAPTION>
                                                                   REMAINING PRINCIPAL
                                                                     AMOUNT OF THIS
                                                                    TEMPORARY GLOBAL     NOTATION MADE BY OR
                      AMOUNT OF INTEREST    AMOUNT OF PRINCIPAL      NOTE FOLLOWING        ON BEHALF OF THE
DATE OF PAYMENT              PAID                   PAID                 PAYMENT             FISCAL AGENT
                            (EURO)                 (EURO)                 (EURO)
<S>                   <C>                   <C>                    <C>                   <C>
 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------

 -------------           -------------         -------------          -------------         -------------
</TABLE>

                                       23
<PAGE>

                                    EXHIBIT A

                         KELLOGG EUROPE COMPANY LIMITED

                                (EURO)550,000,000

                     GUARANTEED FLOATING RATE NOTES DUE 2007

                                (the SECURITIES)

This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organisations
appearing in our records as persons being entitled to a portion of the principal
amount set forth below (our MEMBER ORGANISATIONS) substantially to the effect
set forth in the Agency Agreement, as of the date hereof, [   ] principal amount
of the above-captioned Securities (a) is owned by persons that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States federal
income taxation regardless of its source (UNITED STATES PERSONS), (b) is owned
by United States persons that (i) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(iv)) (FINANCIAL INSTITUTIONS) purchasing for their own account or
for resale, or (ii) acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (i) or
(ii), each such United States financial institution has agreed, on its own
behalf or through its agent, that we may advise the Issuer or the Issuer's agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder),
or (c) is owned by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or
foreign financial institutions described in clause (c) above (whether or not
also described in clause (a) or (b)) have certified that they have not acquired
the Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

As used herein, UNITED STATES means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction; and its POSSESSIONS include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

If the Securities are of the category contemplated in Section 230.903(c)(3) of
Regulation S under the Securities Act of 1933, as amended, then this is also to
certify with respect to such principal amount of Securities set forth above
that, except as set forth below, we have received in writing, by tested telex or
by electronic transmission, from our Member Organisations entitled to a portion
of such principal amount, certifications with respect to such portion,
substantially to the effect set forth in the Agency Agreement.

We further certify (a) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the temporary global Security excepted in such certifications and (b)
that as of the date hereof we have not received any notification from any of our
Member Organisations to the effect that the statements made by such Member
Organisations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
are no longer true and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be

                                       24

<PAGE>

relevant, we irrevocably authorise you to produce this certification to any
interested party in such proceedings.

Dated*

EUROCLEAR BANK S.A./N.V.

AS OPERATOR OF THE EUROCLEAR SYSTEM] [CLEARSTREAM BANKING, SOCIETE ANONYME]

By  _______________________________
    Authorised Signatory

----------
*     To be dated no earlier than the date to which this certification relates,
      namely (a) the payment date or (b) the date set for the exchange of the
      temporary Global Note for an interest in the permanent Global Note.

                                       25

<PAGE>

                                    EXHIBIT B

                         KELLOGG EUROPE COMPANY LIMITED

                                (EURO)550,000,000

                     GUARANTEED FLOATING RATE NOTES DUE 2007

                                (the SECURITIES)

This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Securities held by you for our account (a) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
(UNITED STATES PERSON(s)), (b) are owned by United States person(s) that (i) are
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(iv)) (FINANCIAL INSTITUTIONS)
purchasing for their own account or for resale, or (ii) acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (i) or (ii), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (c) above
(whether or not also described in clause (a) or (b)) this is further to certify
that such financial institution has not acquired the Securities for the purposes
of resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

If the Securities are of the category contemplated in Section 230.903(c)(3) of
Regulation S under the Securities Act of 1933, as amended (the ACT), then this
is also to certify that, except as set forth below (a) in the case of debt
securities, the Securities are beneficially owned by (i) non-U.S. person(s) or
(ii) U.S. person(s) who purchased the Securities in transactions which did not
require registration under the Act; or (b) in the case of equity securities, the
Securities are owned by (i) non-U.S. person(s) (and such person(s) are not
acquiring the Securities for the account or benefit of U.S. person(s)) or (ii)
U.S. person(s) who purchased the Securities in a transaction which did not
require registration under the Act. If this certification is being delivered in
connection with the exercise of warrants pursuant to Section 230.902(m) of
Regulation S under the Act, then this is further to certify that, except as set
forth below, the Securities are being exercised by and on behalf of non-U.S.
person(s). As used in this paragraph the term U.S. PERSON has the meaning given
to it by Regulation S under the Act.

As used herein, UNITED STATES means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction; and its POSSESSIONS include Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

We undertake to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Securities held by
you for our account in accordance with your documented procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

This certification excepts and does not relate to [  ] of such interest in the
above Securities in respect of which we are not able to certify and as to which
we understand exchange and delivery of

                                       26

<PAGE>

definitive Securities (or, if relevant, exercise of any rights or collection of
any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain tax
laws and, if applicable, certain securities laws of the United States. In
connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant,
we irrevocably authorise you to produce this certification to any interested
party in such proceedings.

Dated*

By  ______________________________________
    Qualified Account Holder

----------
*     To be dated no earlier than the fifteenth day before the date to which
      this certification relates, namely (a) the payment date or (b) the date
      set for the exchange of the temporary Global Note for an interest in the
      permanent Global Note.

                                       27

<PAGE>

                                     PART 2

                          FORM OF PERMANENT GLOBAL NOTE

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.

                         KELLOGG EUROPE COMPANY LIMITED

                              PERMANENT GLOBAL NOTE

                                (EURO)550,000,000

                     GUARANTEED FLOATING RATE NOTES DUE 2007

                  UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY

                                 KELLOGG COMPANY

This permanent Global Note is issued in respect of the Guaranteed Floating Rate
Notes due 2007 (the NOTES) of KELLOGG EUROPE COMPANY LIMITED (the ISSUER). The
Notes are initially represented by a temporary Global Note interests in which
will be exchanged in accordance with the terms of the temporary Global Note for
interests in this permanent Global Note and, if applicable, definitive Notes.
The Notes are issued subject to and with the benefit of an Agency Agreement (the
AGENCY AGREEMENT) dated 28 November, 2005 between, among others, the Issuer,
KELLOGG COMPANY (the GUARANTOR) and HSBC Bank plc as Fiscal Agent (the FISCAL
AGENT) and the Conditions of the Notes (the CONDITIONS) set out in Part 2 of
Schedule 2 to the Agency Agreement. Payments in respect of the Notes are
unconditionally and irrevocably guaranteed by the Guarantor as provided in a
guarantee dated 28 November, 2005 entered into by the Guarantor by way of deed
poll.

1.    PROMISE TO PAY

      Subject as provided in this permanent Global Note, the Issuer, for value
      received, promises to pay the bearer upon presentation and surrender of
      this permanent Global Note the sum of (euro)550,000,000 (five hundred and
      fifty million euros) or such lesser sum as is equal to the principal
      amount of the Notes represented by this permanent Global Note as shown by
      the latest entry in Part 1, Part 2 or Part 3 of the Schedule to this
      permanent Global Note or such other amounts as are expressed to be payable
      in respect of the Notes represented by this permanent Global Note on early
      redemption of the Notes on the Interest Payment Date (as defined in the
      Conditions) falling in May 2007 or on such earlier date as the principal
      or other amounts in respect of this permanent Global Note may become due
      under the Conditions and to pay interest on the principal sum for the time
      being outstanding at the rate determined under the Conditions, payable
      quarterly in arrear on each Interest Payment Date until payment of the
      principal sum has been made or duly provided for in full together with any
      other amounts as may be payable, all subject to and under the Conditions.

                                       28

<PAGE>

2.    EXCHANGE OF INTERESTS IN THE TEMPORARY GLOBAL NOTE FOR INTERESTS IN THIS
      PERMANENT GLOBAL NOTE

      Upon any exchange of an interest in the temporary Global Note representing
      the Notes for an interest in this permanent Global Note, the Fiscal Agent
      shall make the appropriate entry in Part 1 of the Schedule to this
      permanent Global Note in order to indicate the principal amount of Notes
      represented by this permanent Global Note following such exchange.

3.    EXCHANGE FOR DEFINITIVE NOTES AND PURCHASES

      Upon the occurrence of an Exchange Event (as further described below),
      this permanent Global Note may be exchanged for duly executed and
      authenticated definitive Notes without charge and the Fiscal Agent or such
      other person as the Fiscal Agent may direct (the EXCHANGE AGENT) shall
      deliver, in full (but not in partial) exchange for this permanent Global
      Note, an aggregate principal amount of duly executed and authenticated
      definitive Notes with Coupons attached equal to the total principal amount
      of this permanent Global Note.

      An Exchange Event will occur:

      (a)   if the Issuer has been notified that both Euroclear Bank S.A./N.V.,
            operator of the Euroclear System (EUROCLEAR) and Clearstream
            Banking, societe anonyme (CLEARSTREAM, LUXEMBOURG) have been closed
            for business for a continuous period of 14 days (other than by
            reason of holiday, statutory or otherwise) or have announced an
            intention permanently to cease business or have in fact done so and
            no successor clearing system is available; or

      (b)   if the Issuer has or will become subject to adverse tax consequences
            which would not be suffered were the Notes in definitive form.

      The Issuer will promptly give notice to Noteholders if an Exchange Event
      occurs. In the case of (a) above the bearer of this permanent Global Note,
      acting on the instructions of one or more of the Accountholders (as
      defined below), may give notice to the Issuer and the Fiscal Agent and, in
      the case of (b) above, the Issuer may give notice to the Fiscal Agent of
      its intention to exchange this permanent Global Note for definitive Notes
      on or after the Exchange Date (as defined below).

      On or after the Exchange Date the holder of this permanent Global Note may
      or, in the case of (b) above, shall surrender this permanent Global Note
      to or to the order of the Fiscal Agent. In exchange for this permanent
      Global Note the Issuer will deliver, or procure the delivery of, an equal
      aggregate principal amount of definitive Notes (having attached to them
      all Coupons in respect of interest which has not already been paid on this
      permanent Global Note), security printed in accordance with any applicable
      legal and stock exchange requirements and in or substantially in the form
      set out in the Agency Agreement. On exchange of this permanent Global
      Note, the Issuer will procure that it is cancelled and, if the holder so
      requests, returned to the holder together with any relevant definitive
      Notes.

      EXCHANGE DATE means a day specified in the notice requiring exchange
      falling not less than 30 days after that on which such notice is given,
      being a day on which banks are open for general business in the place in
      which the specified office of the Fiscal Agent is located and, in the case
      of exchange pursuant to (a) above, in the place in which the relevant
      clearing system is located.

                                       29

<PAGE>

      The definitive Notes to be issued on exchange will be in bearer form in
      the denomination of (euro)50,000 each with interest coupons (COUPONS)
      attached and will be substantially in the form set out in Part 1 of
      Schedule 2 to the Agency Agreement.

      Upon (a) receipt of instructions from Euroclear and Clearstream,
      Luxembourg that, following the purchase by or on behalf of the Issuer, the
      Guarantor or any of the Guarantor's other subsidiaries of a part of this
      permanent Global Note, part is to be cancelled or (b) any redemption of a
      part of this permanent Global Note, the portion of the principal amount of
      this permanent Global Note so cancelled or redeemed shall be entered by or
      on behalf of the Fiscal Agent on Part 2 of the Schedule to this permanent
      Global Note, whereupon the principal amount of this permanent Global Note
      shall be reduced for all purposes by the amount so cancelled or redeemed
      and entered. On an exchange in whole of this permanent Global Note, this
      permanent Global Note shall be surrendered to the Fiscal Agent.

4.    BENEFITS

      Until the entire principal amount of this permanent Global Note has been
      extinguished in exchange for definitive Notes or in any other manner
      envisaged by the Conditions, the bearer of this permanent Global Note
      shall in all respects be entitled to the same benefits as if he were the
      bearer of the definitive Notes referred to above. Accordingly, except as
      ordered by a court of competent jurisdiction or as required by law or
      applicable regulation, the Issuer and any Paying Agent may deem and treat
      the holder of this permanent Global Note as the absolute owner of this
      permanent Global Note for all purposes. All payments of any amounts
      payable and paid to such holder shall, to the extent of the sums so paid,
      discharge the liability for the moneys payable on this permanent Global
      Note and on the relevant definitive Notes and/or Coupons.

5.    PAYMENTS

      Payments due in respect of Notes for the time being represented by this
      permanent Global Note shall be made to the bearer of this permanent Global
      Note.

      Upon any payment in respect of the Notes represented by this permanent
      Global Note, the amount so paid shall be entered by or on behalf of the
      Fiscal Agent on Part 3 of the Schedule to this permanent Global Note. In
      the case of any payment of principal the principal amount of this
      permanent Global Note shall be reduced for all purposes by the amount so
      paid and the remaining principal amount of this permanent Global Note
      shall be entered by or on behalf of the Fiscal Agent on Part 3 of the
      Schedule to this permanent Global Note.

6.    ACCOUNTHOLDERS

      For so long as any of the Notes is represented by this permanent Global
      Note or by this permanent Global Note and the temporary Global Note and
      such Global Note(s) is/are held on behalf of Euroclear and/or Clearstream,
      Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg)
      who is for the time being shown in the records of Euroclear and/or
      Clearstream, Luxembourg as the holder of a particular principal amount of
      Notes (each an ACCOUNTHOLDER) (in which regard any certificate or other
      document issued by Euroclear or Clearstream, Luxembourg as to the
      principal amount of such Notes standing to the account of any person shall
      be conclusive and binding for all purposes) shall be treated as the holder
      of that principal amount for all purposes (including but not limited to
      for the purposes of any quorum requirements of, or the right to demand a
      poll or, meetings of the Noteholders and giving notice to the Issuer
      pursuant to Condition 10) other than with respect to the payment of
      principal and interest on the Notes, the right to which shall be vested,
      as against the Issuer, solely in the bearer of this permanent Global Note
      in accordance with and subject to its terms.

                                       30

<PAGE>

      Each Accountholder must look solely to Euroclear or Clearstream,
      Luxembourg, as the case may be, for its share of each payment made to the
      bearer of this permanent Global Note.

      The Issuer covenants in favour of each Accountholder that it will make all
      payments in respect of the principal amount of Notes for the time being
      shown in the records of Euroclear and/or Clearstream, Luxembourg as being
      held by the Accountholder and represented by this permanent Global Note to
      the bearer of this permanent Global Note in accordance with clause 1 above
      and acknowledges that each Accountholder may take proceedings to enforce
      this covenant and any of the other rights which it has under the first
      paragraph of this clause directly against the Issuer.

7.    NOTICES

      For so long as all of the Notes are represented by this permanent Global
      Note or by this permanent Global Note and the temporary Global Note and
      such Global Note(s) is/are held on behalf of Euroclear and/Clearstream,
      Luxembourg, notices to Noteholders may be given by delivery of the
      relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case
      may be) for communication to the relative Accountholders rather than by
      publication as required by Condition 12; provided that the notice will
      comply with the rules and regulations of any stock exchange or other
      relevant authority on which the Notes are for the time being listed. Any
      such notice shall be deemed to have been given to the Noteholders on the
      second day after the day on which such notice is delivered to Euroclear
      and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

      Whilst any of the Notes held by a Noteholder are represented by a Global
      Note, notices to be given by such Noteholder may be given by such
      Noteholder (where applicable) through Euroclear and/or Clearstream, as the
      Fiscal Agent and Euroclear and/or Clearstream, Luxembourg may approve for
      this purpose.

8.    PRESCRIPTION

      Claims against the Issuer and the Guarantor in respect of principal and
      interest on the Notes represented by this permanent Global Note will be
      prescribed after 10 years (in the case of principal) and five years (in
      the case of interest) from the Relevant Date (as defined in Condition 8).

9.    EUROCLEAR AND CLEARSTREAM, LUXEMBOURG

      Notes represented by this permanent Global Note are transferable in
      accordance with the rules and procedures of Euroclear and Clearstream,
      Luxembourg, as appropriate. References in this permanent Global Note to
      Euroclear and/or Clearstream, Luxembourg shall be deemed to include
      references to any other clearing system through which interests in the
      Notes are held.

10.   AUTHENTICATION

      This permanent Global Note shall not become valid or enforceable for any
      purpose unless and until it has been authenticated by or on behalf of the
      Fiscal Agent.

11.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      No rights are conferred on any person under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term of this permanent Global Note, but
      this does not affect any right or remedy of any person which exists or is
      available apart from that Act.

                                       31

<PAGE>

12.   GOVERNING LAW

      This permanent Global Note is governed by, and shall be construed in
      accordance with, English law.

IN WITNESS whereof this permanent Global Note has been executed as a deed on
behalf of the Issuer.

                                       32

<PAGE>

EXECUTED as a Deed by KELLOGG EUROPE                               )
COMPANY LIMITED
acting by                                                          )
And                                                                )

EXECUTED as a Deed by KELLOGG COMPANY                              )
acting by                                                          )
                                                                   )

CERTIFICATE OF AUTHENTICATION

This is the permanent Global Note
described in the Agency Agreement
By or on behalf of
HSBC BANK PLC as Fiscal Agent
(without recourse, warranty or liability)

                                       33

<PAGE>

                                  THE SCHEDULE

                                     PART 1

                     EXCHANGES OF THE TEMPORARY GLOBAL NOTE

The following exchanges of part of the temporary Global Note for interests in
this permanent Global Note have been made.

<TABLE>
<CAPTION>
                        PART OF AGGREGATE PRINCIPAL      AGGREGATE PRINCIPAL AMOUNT
                          AMOUNT OF THE TEMPORARY          OF NOTES REPRESENTED BY     NOTATION MADE BY OR ON
                         GLOBAL NOTE EXCHANGED FOR       THIS PERMANENT GLOBAL NOTE     BEHALF OF THE FISCAL
DATE OF EXCHANGE        THIS PERMANENT GLOBAL NOTE           FOLLOWING EXCHANGE                 AGENT
                                 (EURO)                            (EURO)
<S>                     <C>                              <C>                           <C>
 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------

 --------------              -----------------                -----------------           -----------------
</TABLE>

                                       34

<PAGE>

                                     PART 2

                EXCHANGES FOR DEFINITIVE NOTES AND CANCELLATIONS

The following exchanges of a part of this permanent Global Note for definitive
Notes and cancellations of a part of the aggregate principal amount of this
permanent Global Note have been made:

<TABLE>
<CAPTION>
                                                                           REMAINING
                  PART OF THE AGGREGATE                                PRINCIPAL AMOUNT
                   PRINCIPAL AMOUNT OF     PART OF THE AGGREGATE       OF THIS PERMANENT
                  THIS PERMANENT GLOBAL     PRINCIPAL AMOUNT OF           GLOBAL NOTE       NOTATION MADE BY
DATE OF EXCHANGE   NOTE EXCHANGED FOR      THIS PERMANENT GLOBAL      FOLLOWING EXCHANGE     OR ON BEHALF OF
OR CANCELLATION      DEFINITIVE NOTES         NOTE CANCELLED           OR CANCELLATION       THE FISCAL AGENT
                         (EURO)                   (EURO)                    (EURO)
<S>               <C>                      <C>                        <C>                   <C>
-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------

-----------          ---------------          -------------              -------------         -------------
</TABLE>

                                       35

<PAGE>

                                     PART 3

                                    PAYMENTS

The following payments in respect of the Notes represented by this permanent
Global Note have been made:

<TABLE>
<CAPTION>
                                                                       REMAINING PRINCIPAL
                                                                         AMOUNT OF THIS
                                                                        PERMANENT GLOBAL       NOTATION MADE BY
                                              AMOUNT OF PRINCIPAL        NOTE FOLLOWING        OR ON BEHALF OF
DATE OF PAYMENT     AMOUNT OF INTEREST PAID           PAID                   PAYMENT           THE FISCAL AGENT
                           (EURO)                    (EURO)                  (EURO)
<S>                 <C>                       <C>                      <C>                     <C>
  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------

  -----------           --------------           -------------            -------------          -------------
</TABLE>

                                       36

<PAGE>

                                   SCHEDULE 2

                                     PART 2

                       FORM OF DEFINITIVE NOTE AND COUPON

(Face of Note)

000000                            XS0236296660                          00 00000

                         KELLOGG EUROPE COMPANY LIMITED
                (incorporated with limited liability in Bermuda)

                                (EURO)550,000,000

                     GUARANTEED FLOATING RATE NOTES DUE 2007

                   UNCONDITIONALLY AND IRREVOCABLY GUARANTEED
                   AS TO PAYMENT OF PRINCIPAL AND INTEREST BY

                                 KELLOGG COMPANY
         (incorporated with limited liability in the State of Delaware)

The issue of the Notes was authorised by a unanimous written resolution of the
Board of Directors of Kellogg Europe Company Limited (the ISSUER) passed on 9
November, 2005 and the giving of the guarantee in respect of the Notes was
authorised by a resolution of the Finance Committee of the Board of Directors of
Kellogg Company (the GUARANTOR) passed on 28 April, 2005.

This Note forms one of a series of Notes issued as bearer Notes in the
denomination of (euro)550,000,000 each in an aggregate principal amount of
(euro)50,000.

The Issuer for value received and subject to and in accordance with the
Conditions endorsed hereon hereby promises to pay to the bearer on the Interest
Payment Date (as defined in the Conditions endorsed hereon) falling in May 2007
(or on such earlier date as the principal sum (as determined under the
Conditions) may become repayable under the said Conditions) the principal sum
of:

                                  (euro)50,000

together with interest on the principal sum at the rate determined under
Condition 5 payable quarterly in arrear on each Interest Payment Date and
together with such other amounts as may be payable, all subject to and under the
Conditions.

The Notes are issued pursuant to an Agency Agreement (the AGENCY AGREEMENT)
dated 28 November, 2005 between, among others, the Issuer, the Guarantor and
HSBC Bank plc as Fiscal Agent. Payments of principal and interest in respect of
the Notes are unconditionally and irrevocably guaranteed by the Guarantor as
provided in a Guarantee (the GUARANTEE) dated 28 November, 2005 entered into by
the Guarantor. The Notes have the benefit of, and are subject to, the provisions
contained in the Agency Agreement, the Guarantee and the Conditions.

Neither this Note nor any of the Coupons relating to this Note shall become
valid or enforceable for any purpose unless and until this Note has been
authenticated by or on behalf of the Fiscal Agent.

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IN WITNESS WHEREOF this Note and the Coupons relating to this Note have been
executed on behalf of the Issuer.

Dated as of [          ],

Issued in London, England.

                                                  KELLOGG EUROPE COMPANY LIMITED

                                                  By:

CERTIFICATE OF AUTHENTICATION

This is one of the Notes described
in the Agency Agreement.

By or on behalf of
HSBC Bank plc as Fiscal Agent
(without recourse, warranty or liability)

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

                                       38

<PAGE>

(Reverse of Note)

                             CONDITIONS OF THE NOTES

                    (as set out in Part 2 of this Schedule 2)

                        FISCAL AND PRINCIPAL PAYING AGENT

                                  HSBC BANK PLC
                                 8 Canada Square
                                     London
                                     E14 5HQ

                               OTHER PAYING AGENT

               HSBC INSTITUTIONAL TRUST SERVICES (IRELAND) LIMITED
                                   HSBC House
                                 Harcourt Centre
                                 Harcourt Street
                                    Dublin 2
                                     Ireland

and/or such other or further Fiscal Agent or Paying Agents and/or specified
offices as may from time to time be appointed by the Issuer and notice of which
has been given to the Noteholders.

                                       39

<PAGE>

                                 FORM OF COUPON

                                (Face of Coupon)

                         KELLOGG EUROPE COMPANY LIMITED
            (EURO)550,000,000 GUARANTEED FLOATING RATE NOTES DUE 2007
                  unconditionally and irrevocably guaranteed by
                                 KELLOGG COMPANY

Coupon for the amount due under the                Coupon due
Conditions of the Notes on the Interest            in [          ],
Payment Date falling in [      ], [    ].          [    ]

This Coupon is payable to bearer, separately negotiable and subject to the
Conditions, under which it may become void before its due date.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

00 000000                       XS0236296660                              000000

                                       40

<PAGE>

(Reverse of Coupon)

FISCAL AND PRINCIPAL PAYING AGENT:

HSBC BANK PLC
8 Canada Square
London
E14 5HQ

OTHER PAYING AGENTS:

HSBC INSTITUTIONAL TRUST SERVICES (IRELAND) LIMITED
HSBC House
Harcourt Centre
Harcourt Street
Dublin 2
Ireland

                                       41

<PAGE>
                                     PART 2

                             CONDITIONS OF THE NOTES

The following is the text of the Conditions of the Notes which (subject to
modification) will be endorsed on each Note in definitive form:

The (euro)550,000,000 Floating Rate Notes due 2007 (the NOTES, which expression
shall in these Conditions, unless the context otherwise requires, include any
further notes issued pursuant to Condition 14 and forming a single series with
the Notes) of Kellogg Europe Company Limited (the ISSUER) are issued subject to
and with the benefit of an Agency Agreement dated 28 November, 2005 (such
agreement as amended and/or supplemented and/or restated from time to time, the
AGENCY AGREEMENT) made between the Issuer, Kellogg Company (the GUARANTOR) as
guarantor, HSBC Bank plc as fiscal agent, principal paying agent and agent bank
(the FISCAL AGENT) and the other initial paying agents named in the Agency
Agreement (together with the Fiscal Agent, the PAYING AGENTS).

The statements in these Conditions include summaries of, and are subject to, the
detailed provisions of and definitions in the Agency Agreement. Copies of the
Agency Agreement are available for inspection during normal business hours by
the Noteholders and holders (the COUPONHOLDERS) of the coupons appertaining to
the Notes (the COUPONS) at the specified office of each of the Paying Agents.
The Noteholders and the Couponholders are entitled to the benefit of, are bound
by, and are deemed to have notice of, all the provisions of the Agency Agreement
applicable to them. References in these Conditions to the Fiscal Agent and the
Paying Agents shall include any successor appointed under the Agency Agreement.

1.    FORM, DENOMINATION AND TITLE

1.1   FORM AND DENOMINATION

      The Notes are in bearer form, serially numbered, in the denomination of
      (euro)50,000 with Coupons attached on issue.

1.2   TITLE

      Title to the Notes and to the Coupons will pass by delivery.

1.3   HOLDER ABSOLUTE OWNER

      The Issuer, the Guarantor and any Paying Agent may (to the fullest extent
      permitted by applicable laws) deem and treat the bearer of any Note or
      Coupon as the absolute owner for all purposes (whether or not the Note or
      Coupon shall be overdue and notwithstanding any notice of ownership or
      writing on the Note or Coupon or any notice of previous loss or theft of
      the Note or Coupon).

2.    STATUS OF THE NOTES

      The Notes and the Coupons are direct, unconditional and (subject to the
      provisions of Condition 4) unsecured obligations of the Issuer and
      (subject as provided above) rank and will rank pari passu, without any
      preference among themselves, with all other outstanding unsecured and
      unsubordinated obligations of the Issuer, present and future, but, in the
      event of insolvency, only to the extent permitted by applicable laws
      relating to creditors' rights.

3.    GUARANTEE

3.1   GUARANTEE

      The payment of the principal and interest in respect of the Notes has been
      unconditionally and irrevocably guaranteed by the Guarantor under a
      guarantee (the GUARANTEE) dated 28 November, 2005 and executed by the
      Guarantor.

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<PAGE>

3.2   STATUS OF THE GUARANTEE

      The obligations of the Guarantor under the Guarantee constitute direct,
      unconditional and (subject to the provisions of Condition 4) unsecured
      obligations of the Guarantor and (subject as provided above) rank and will
      rank pari passu with all other outstanding unsecured and unsubordinated
      obligations of the Guarantor, present and future, but, in the event of
      insolvency, only to the extent permitted by applicable laws relating to
      creditors' rights. The original of the Guarantee is held by the Fiscal
      Agent on behalf of, and copies are available at its specified office for
      inspection by, the Noteholders and Couponholders.

3.3   GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS

      Nothing contained in the Guarantee or in these Conditions shall prevent
      any consolidation or merger of the Guarantor with or into any other
      corporation or corporations (whether or not affiliated with the
      Guarantor), or successive consolidations or mergers in which the Guarantor
      or its successor or successors shall be a party or parties, or shall
      prevent any sale, conveyance or lease of all or substantially all the
      property of the Guarantor to any other corporation (whether or not
      affiliated with the Guarantor) authorised to acquire and operate the same;
      provided, however, which the Guarantor has covenanted in the Guarantee,
      that upon any such consolidation, merger, sale, conveyance or lease, other
      than a merger in which the Guarantor is the continuing corporation, the
      due and punctual performance and observance of all of the covenants and
      conditions under the Guarantee to be performed by the Guarantor shall be
      expressly assumed by the corporation (if other than the Guarantor) formed
      by such consolidation, or into which the Guarantor shall have been merged,
      or by the corporation which shall have acquired or leased such property.

3.4   SUCCESSOR CORPORATION SUBSTITUTED

      In case of any such consolidation, merger, sale or conveyance, and
      following such an assumption by the successor corporation, such successor
      corporation shall succeed to and be substituted for the Guarantor, with
      the same effect as if it had been named in the Guarantee.

      In case of any such consolidation, merger, sale, lease or conveyance such
      changes in phraseology and form (but not in substance) may be made in the
      Guarantee, the Notes and Coupons, if any, appertaining thereto, thereafter
      to be issued as may be appropriate.

      In the event of any such sale or conveyance (other than a conveyance by
      way of lease) the Guarantor or any successor corporation which shall have
      become such in the manner described in this Condition 3 shall be
      discharged from all obligations and covenants under the Guarantee or in
      these Conditions and may be liquidated and dissolved.

4.    LIMITATION ON LIENS; LIMITATION ON SALE AND LEASEBACK

4.1   INTERPRETATION

      In these Conditions:

      (a)   RESTRICTED SUBSIDIARY means any Subsidiary (i) substantially all the
            property of which is located within the continental United States of
            America, (ii) which owns a Principal Property, and (iii) in which
            the Guarantor's investment, direct or indirect and whether in the
            form of equity, debt or advances, as shown on the consolidating
            balance sheet used in the preparation of the latest quarterly
            consolidated financial statements of the Guarantor preceding the
            date of determination, is in excess of 1 per cent. of the total
            consolidated assets of the Guarantor as shown on such quarterly
            consolidated financial statements; provided, however, that the term
            RESTRICTED SUBSIDIARY shall not include any Subsidiary which is
            principally engaged in leasing or in financing instalment
            receivables or which is principally engaged in financing the
            Guarantor's operations outside the continental United States of
            America.

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<PAGE>

      (b)   SUBSIDIARY means any corporation which is consolidated in the
            Guarantor's accounts and any corporation of which at least a
            majority of the outstanding stock having by the terms thereof
            ordinary voting power to elect a majority of the board of directors
            of such corporation (irrespective of whether or not at the time
            stock of any other class or classes of such corporation shall have
            or might have voting power by reason of the happening of any
            contingency) is at the time directly or indirectly owned or
            controlled by the Guarantor, or by one or more Subsidiaries, or by
            the Guarantor and one or more Subsidiaries.

      (c)   PRINCIPAL PROPERTY means any manufacturing plant or facility which
            is located within the continental United States of America and is
            owned by the Guarantor or any Restricted Subsidiary, except any such
            plant or facility which the Board of Directors of the Guarantor or
            any committee of such Board duly authorised to act hereunder (the
            BOARD OF DIRECTORS) by resolution declares is not of material
            importance to the total business conducted by the Guarantor and its
            Restricted Subsidiaries as an entirety and which, when taken
            together with all other plants and facilities as to which such a
            declaration has been made, are so declared by the Board of Directors
            to be not of material importance to the total business conducted by
            the Guarantor and its Restricted Subsidiaries as an entirety.

4.2 LIMITATION ON LIENS

      (a)   The Guarantor will not, nor will it permit any Restricted Subsidiary
            to, issue, assume or guarantee any indebtedness for money borrowed
            (DEBT), secured by a mortgage, security interest, pledge, lien or
            other encumbrance (a MORTGAGE) upon any Principal Property of the
            Guarantor or any Restricted Subsidiary or upon any shares of stock
            or indebtedness of any Restricted Subsidiary (whether such Principal
            Property, shares of stock or indebtedness are now owned or hereafter
            acquired) without in any such case effectively providing
            concurrently with the issuance, assumption or guarantee of any such
            Debt that the Guarantee (together with, if the Guarantor shall so
            determine, any other indebtedness of or guaranteed by the Guarantor
            or such Restricted Subsidiary ranking equally with the Guarantee and
            then existing or thereafter created) shall be secured equally and
            rateably with (or, at the option of the Guarantor, prior to) such
            Debt for so long as such Debt shall be so secured; provided,
            however, that the foregoing restrictions shall not apply to Debt
            secured by:

            (i)   mortgages on property, shares of stock or indebtedness
                  (PROPERTY) of any corporation existing at the time such
                  corporation becomes a Restricted Subsidiary;

            (ii)  mortgages on property existing at the time of acquisition of
                  the affected property by the Guarantor or a Restricted
                  Subsidiary, or mortgages to secure the payment of all or any
                  part of the purchase price of such property upon the
                  acquisition of such property by the Guarantor or a Restricted
                  Subsidiary or to secure any Debt incurred by the Guarantor or
                  a Restricted Subsidiary prior to, at the time of, or within
                  360 days after the later of the acquisition, the completion of
                  construction (including any improvements on an existing
                  property) or the commencement of commercial operation of such
                  property, which Debt is incurred for the purpose of financing
                  all or any part of the purchase price thereof or construction
                  or improvements thereon; provided, however, that in the case
                  of any such acquisition, construction or improvement the
                  mortgage shall not apply to any property theretofore owned by
                  the Guarantor or a Restricted Subsidiary, other than, in the
                  case of any such construction or improvement, any real
                  property on which the property so constructed or the
                  improvement is located, which in the opinion of the Board of
                  Directors was, prior to such construction or improvement,
                  substantially unimproved for the use intended by the Guarantor
                  or such Restricted Subsidiary;

            (iii) mortgages on property of a Restricted Subsidiary securing Debt
                  owing to the Guarantor or to another Restricted Subsidiary;

            (iv)  mortgages on property of a corporation existing at the time
                  such corporation is merged into or consolidated with the
                  Guarantor or a Restricted Subsidiary or at the time of a

                                       44

<PAGE>

                  sale, lease or other disposition of the properties of a
                  corporation or firm as an entirety or substantially as an
                  entirety to the Guarantor or a Restricted Subsidiary provided,
                  however, that any such mortgages do not attach to or affect
                  property theretofore owned by the Guarantor or such Restricted
                  Subsidiary;

            (v)   mortgages on property owned or leased by the Guarantor or a
                  Restricted Subsidiary in favour of the United States of
                  America or any State thereof, or any department, agency or
                  instrumentality or political subdivision of the United States
                  of America or any State thereof, or in favour of any other
                  country or any political subdivision thereof, or in favour of
                  holders of securities issued by any such entity, pursuant to
                  any contract or statute (including, without limitation,
                  mortgages to secure Debt of the pollution control or
                  industrial revenue bond type) or to secure any indebtedness
                  incurred for the purpose of financing all or any part of the
                  purchase price or the cost of construction of the property
                  subject to such mortgages;

            (vi)  mortgages existing at the date of issue of the Notes;

            (vii) landlords' liens on fixtures located on premises leased by the
                  Guarantor or a Restricted Subsidiary in the ordinary course of
                  business;

           (viii) mortgages on property of the Guarantor or a Restricted
                  Subsidiary to secure partial, progress, advance or other
                  payments or any Debt insured for the purpose of financing all
                  or any part of the purchase price or the cost of construction,
                  development, or substantial repair, alteration or improvement
                  of the property subject to such mortgages if the commitment
                  for the financing is obtained not later than one year after
                  the later of the completion of or the placing into operation
                  (exclusive of test and start-up periods) of such constructed,
                  developed, repaired, altered or improved property;

            (ix)  mortgages arising in connection with contracts and
                  subcontracts with or made at the request of the United States
                  of America, or any state thereof, or any department, agency or
                  instrumentality of the United States or any state thereof;

            (x)   mechanics', materialman's, carriers' or other like liens
                  arising in the ordinary course of business (including
                  construction of facilities) in respect of obligations which
                  are not due or which are being contested in good faith;

            (xi)  any mortgage arising by reason of deposits with, or the giving
                  of any form of security to, any governmental agency or any
                  body created or approved by law or governmental regulations,
                  which is required by law or governmental regulation as a
                  condition to the transaction of any business, or the exercise
                  of any privilege, franchise or licence;

            (xii) mortgages for taxes, assessments or governmental charges or
                  levies not yet delinquent, or mortgages for taxes, assessments
                  or governmental charges or levies already delinquent but the
                  validity of which is being contested in good faith;

           (xiii) mortgages (including judgment liens) arising in connection
                  with legal proceedings so long as such proceedings are being
                  contested in good faith and, in the case of judgment liens,
                  execution thereon is stayed; or

            (xiv) any extension, renewal or replacement (or successive
                  extensions, renewals or replacements) in whole or in part of
                  any mortgage referred to in the foregoing clauses (i) to
                  (xiii), inclusive, provided, however, that the principal
                  amount of Debt secured thereby shall not exceed the principal
                  amount of Debt so secured at the time of such extension,
                  renewal or replacement mortgage, and that such extension,
                  renewal or replacement mortgage shall be limited to all or a
                  part of the property which secured the mortgage so extended,
                  renewed or replaced (plus improvements on such property).

      (b)   Notwithstanding the foregoing provisions of this Condition 4, the
            Guarantor and any one or more Restricted Subsidiaries may issue,
            assume or guarantee Debt secured by mortgages which

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<PAGE>

            would otherwise be subject to the foregoing restrictions in an
            aggregate amount which, together with all other Debt of the
            Guarantor and its Restricted Subsidiaries which (if originally
            issued, assumed or guaranteed at such time) would otherwise be
            subject to the foregoing restrictions (not including Debt permitted
            to be secured under clauses (i) through (xiv) above), does not at
            the time exceed 10 per cent. of Consolidated Total Assets, as shown
            on the latest quarterly consolidated financial statements of the
            Guarantor preceding the date of determination.

      CONSOLIDATED TOTAL ASSETS means, as at any particular time, the total
      amount of assets (less applicable reserves) as shown in the latest
      quarterly consolidated balance sheet of the Guarantor contained in the
      Guarantor's then most recent annual report to stockholders or quarterly
      report filed with the Securities and Exchange Commission (or other body
      which assumes the duties currently assigned to the Securities and Exchange
      Commission under the United States Securities Exchange Act of 1934), as
      the case may be, except that assets shall include an amount equal to the
      Attributable Debt in respect of any Sale and Lease-Back Transaction (each
      as defined in Condition 4.3) not capitalised on such balance sheet.

4.3   LIMITATION ON SALE AND LEASE-BACK

      The Guarantor will not, nor will it permit any Restricted Subsidiary to,
      enter into any arrangement with any person providing for the leasing by
      the Guarantor or any Restricted Subsidiary of any Principal Property of
      the Guarantor or any Restricted Subsidiary (whether such Principal
      Property is now owned or hereafter acquired) (except for temporary leases
      for a term of not more than three years and except for leases between the
      Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries),
      which Principal Property has been or is to be sold or transferred by the
      Guarantor or such Restricted Subsidiary to such person (herein referred to
      as a SALE AND LEASE-BACK TRANSACTION), unless (a) the Guarantor or such
      Restricted Subsidiary would be entitled, pursuant to the provisions of
      Condition 4.2, to issue, assume or guarantee Debt secured by a mortgage
      upon such Principal Property at least equal in amount to the Attributable
      Debt in respect of such arrangement without equally and rateably securing
      the Notes, provided, however, that from and after the date on which such
      arrangement becomes effective the Attributable Debt in respect of such
      arrangement shall be deemed for all purposes under Condition 4.2 or 4.3 to
      be Debt subject to the provisions of Condition 4.2; or (b) the Guarantor
      shall apply an amount in cash equal to the Attributable Debt in respect of
      such arrangement to the retirement (other than any mandatory retirement or
      by way of payment at maturity), within 120 days of the effective date of
      any such arrangement, of Debt of the Guarantor or any Restricted
      Subsidiary (other than Debt owned by the Guarantor or any Restricted
      Subsidiary and other than Debt of the Guarantor which is subordinated to
      the Notes) which by its terms matures at or is extendible or renewable at
      the option of the obligor to a date more than twelve months after the date
      of the creation of such Debt.

      The term ATTRIBUTABLE DEBT shall mean the present value (discounted at the
      actual percentage rate inherent in such arrangement as determined in good
      faith by the Guarantor, compounded semi-annually) of the obligation of a
      lessee for rental payments during the remaining term of any lease
      (including any period for which such lease has been extended). Such rental
      payments shall not include amounts payable by the lessee for maintenance
      and repairs, insurance, taxes, assessments and similar charges and for
      contingent rents (such as those based on sales). In case of any lease
      which is terminable by the lessee upon the payment of a penalty, such
      rental payments shall also include such penalty, but no rent shall be
      considered as required to be paid under such lease subsequent to the first
      date upon which it may be so terminated. Any determination of any actual
      percentage rate inherent in any such arrangement made in good faith by the
      Guarantor shall be binding and conclusive.

5.    INTEREST

5.1   INTEREST PAYMENT DATES

      The Notes bear interest on their outstanding principal amount from and
      including 28 November, 2005 (the INTEREST COMMENCEMENT DATE), and interest
      will be payable on 28 February, 28 May, 28 August

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      and 28 November in each year (each an INTEREST PAYMENT DATE) save that, if
      any Interest Payment Date would otherwise fall on a day which is not a
      Business Day, it shall be postponed to the next day which is a Business
      Day unless it would then fall into the next calendar month, in which event
      the Interest Payment Date shall be brought forward to the immediately
      preceding Business Day.

5.2   INTEREST ACCRUAL

      Each Note will cease to bear interest from and including the due date for
      redemption unless, upon due presentation, payment of the principal in
      respect of the Note is improperly withheld or refused or unless default is
      otherwise made in respect of the payment. In such event, interest will
      continue to accrue until whichever is the earlier of:

      (a)   the date on which all amounts due in respect of such Note have been
            paid; and

      (b)   five days after the date on which the full amount of the moneys
            payable in respect of such Notes has been received by the Fiscal
            Agent and notice to that effect has been given to the Noteholders in
            accordance with Condition 12.

5.3   RATE OF INTEREST

      The rate of interest payable from time to time in respect of the Notes
      (the RATE OF INTEREST) will be determined on the basis of the following
      provisions:

      (a)   On each Interest Determination Date, the Fiscal Agent or its duly
            appointed successor (in such capacity, the AGENT BANK) will
            determine the Screen Rate at approximately 11.00 a.m. (Brussels
            time) on that Interest Determination Date. If the Screen Rate is
            unavailable, the Agent Bank will request the principal Euro-zone
            office of each of the Reference Banks to provide the Agent Bank with
            the rate at which deposits in euro are offered by it to prime banks
            in the Euro-zone interbank market for three months at approximately
            11.00 a.m. (Brussels time) on the Interest Determination Date in
            question and for a Representative Amount.

      (b)   The Rate of Interest for the Interest Period shall be the Screen
            Rate plus the Margin or, if the Screen Rate is unavailable, and at
            least two of the Reference Banks provide such rates, the arithmetic
            mean (rounded if necessary to the fifth decimal place, with 0.000005
            being rounded upwards) as established by the Agent Bank of such
            rates, plus the Margin.

      (c)   If fewer than two rates are provided as requested, the Rate of
            Interest for that Interest Period will be the arithmetic mean of the
            rates quoted by major banks in the Euro-zone, selected by the Agent
            Bank, at approximately 11.00 a.m. (Brussels time) on the first day
            of such Interest Period for loans in euro to leading European banks
            for a period of three months commencing on the first day of such
            Interest Period and for a Representative Amount, plus the Margin. If
            the Rate of Interest cannot be determined in accordance with the
            above provisions, the Rate of Interest shall be determined as at the
            last preceding Interest Determination Date.

      (d)   In these Conditions (except where otherwise defined), the
            expression:

            (i)   BUSINESS DAY means a day which is both a day on which
                  commercial banks and foreign exchange markets settle payments
                  and are open for general business (including dealing in
                  foreign exchange and foreign currency deposits) in London and
                  a TARGET Settlement Day;

            (ii)  EURO-ZONE means the region comprised of the member states of
                  the European Union that have adopted the single currency in
                  accordance with the Treaty establishing the European Community
                  (signed in Rome on 25 March, 1957) as amended;

            (iii) INTEREST DETERMINATION DATE means the second TARGET Settlement
                  Day before the commencement of the Interest Period for which
                  the rate will apply;

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<PAGE>

            (iv)  INTEREST PERIOD means the period from and including the
                  Interest Commencement Date to but excluding the first Interest
                  Payment Date, and each successive period from and including an
                  Interest Payment Date to but excluding the next succeeding
                  Interest Payment Date;

            (v)   MARGIN means 0.12 per cent. per annum;

            (vi)  REFERENCE BANKS means the principal Euro-zone office of each
                  of four major banks engaged in the Euro-zone interbank market
                  selected by the Agent Bank and approved by the Guarantor
                  provided that, once a Reference Bank has been selected by the
                  Agent Bank and approved by the Guarantor, that Reference Bank
                  shall not be changed unless and until it ceases to be capable
                  of acting as such;

            (vii) REPRESENTATIVE AMOUNT means, in relation to any quotation of a
                  rate for which a Representative Amount is relevant, an amount
                  that is representative for a single transaction in the
                  relevant market at the relevant time;

           (viii) SCREEN RATE means the rate for three month deposits in euro
                  which appears on the Telerate Page 3750 (or such replacement
                  page on that service which displays the information); and

            (ix)  TARGET SETTLEMENT DAY means any day on which the
                  Trans-European Automated Real-Time Gross Settlement Express
                  Transfer (TARGET) System is open.

5.4   DETERMINATION OF RATE OF INTEREST AND INTEREST AMOUNT

      The Agent Bank shall, as soon as practicable after 11.00 a.m. (Brussels
      time) on each Interest Determination Date, but in no event later than the
      third Business Day thereafter, determine the euro amount (the INTEREST
      AMOUNT) payable in respect of interest on each (euro)50,000 principal
      amount of Notes for the relevant Interest Period. The Interest Amount
      shall be determined by applying the Rate of Interest to such principal
      amount, multiplying the sum by the actual number of days in the Interest
      Period concerned divided by 360 and rounding the resultant figure to the
      nearest cent (half a cent being rounded upwards).

5.5   PUBLICATION OF RATE OF INTEREST AND INTEREST AMOUNT

      The Agent Bank shall cause the Rate of Interest and the Interest Amount
      for each Interest Period and the relative Interest Payment Date to be
      notified to the Issuer, the Guarantor, the Fiscal Agent and to any stock
      exchange or other relevant authority on which the Notes are at the
      relevant time listed (by no later than the first day of each Interest
      Period) and to be published in accordance with Condition 12 as soon as
      possible after their determination, and in no event later than the second
      Business Day thereafter. The Interest Amount and Interest Payment Date may
      subsequently be amended (or appropriate alternative arrangements made by
      way of adjustment) without notice in the event of an extension or
      shortening of the Interest Period.

5.6   NOTIFICATIONS, ETC. TO BE FINAL

      All notifications, opinions, determinations, certificates, calculations,
      quotations and decisions given, expressed, made or obtained for the
      purposes of the provisions of this Condition, whether by the Reference
      Banks (or any of them) or the Agent Bank, will (in the absence of wilful
      default, bad faith or manifest error) be binding on the Issuer, the
      Guarantor, the Agents and all Noteholders and Couponholders and (in the
      absence of wilful default, bad faith or manifest error) no liability to
      the Issuer, the Guarantor or the Noteholders or the Couponholders shall
      attach to the Reference Banks (or any of them), the Agent Bank in
      connection with the exercise or non-exercise by it of its powers, duties
      and discretions under this Condition.

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5.7   AGENT BANK

      The Issuer shall procure that, so long as any of the Notes remains
      outstanding, there is at all times an Agent Bank for the purposes of the
      Notes and the Issuer may terminate the appointment of the Agent Bank. In
      the event of the appointed office of any bank being unable or unwilling to
      continue to act as the Agent Bank or failing duly to determine the Rate of
      Interest and the Interest Amount for any Interest Period, the Issuer shall
      appoint a Euro-zone office of another major bank engaged in the Euro-zone
      interbank market to act in its place. The Agent Bank may not resign its
      duties or be removed without a successor having been appointed.

6.    PAYMENTS

6.1   PAYMENTS IN RESPECT OF NOTES

      Payments of principal and interest in respect of each Note will be made
      against presentation and surrender (or, in the case of part payment only,
      endorsement) of the Note, except that payments of interest due on an
      Interest Payment Date will be made against presentation and surrender (or,
      in the case of part payment only, endorsement) of the relevant Coupon, in
      each case at the specified office outside the United States of any of the
      Paying Agents.

6.2   METHOD OF PAYMENT

      Payments will be made by credit or transfer to a euro account (or any
      other account to which euro may be credited or transferred) specified by
      the payee or, at the option of the payee, by euro cheque.

6.3   MISSING UNMATURED COUPONS

      Upon the date on which any Note becomes due and repayable, all unmatured
      Coupons appertaining to the Note (whether or not attached) shall become
      void and no payment shall be made in respect of such Coupons.

6.4   PAYMENTS SUBJECT TO APPLICABLE LAWS

      Payments in respect of principal and interest on Notes are subject in all
      cases to any fiscal or other laws and regulations applicable in the place
      of payment, but without prejudice to the provisions of Condition 8.

6.5   PAYMENT ONLY ON A PRESENTATION DATE

      A holder shall be entitled to present a Note or Coupon for payment only on
      a Presentation Date and shall not, except as provided in Condition 5, be
      entitled to any further interest or other payment if a Presentation Date
      is after the due date.

      In this Condition:

      BUSINESS DAY means, in relation to any place, a day on which commercial
      banks and foreign exchange markets settle payments and are open for
      general business (including dealing in foreign exchange and foreign
      currency deposits) in that place and TARGET SETTLEMENT DAY means any day
      on which the Trans-European Automated Real-Time Gross Settlement Express
      Transfer (TARGET) system is open; and

      PRESENTATION DATE means a day which (subject to Condition 9):

      (a)   is or falls after the relevant due date;

      (b)   is a Business Day in the place of the specified office of the Paying
            Agent at which the Note or Coupon is presented for payment; and

                                       49

<PAGE>

      (c)   in the case of payment by credit or transfer to a euro account as
            referred to above, is a TARGET Settlement Day.

6.6   INITIAL PAYING AGENTS

      The names of the initial Paying Agents and their initial specified offices
      are set out at the end of these Conditions. The Issuer and the Guarantor
      reserve the right at any time to vary or terminate the appointment of any
      Paying Agent and to appoint additional or other Paying Agents provided
      that:

      (a)   there will at all times be a Fiscal Agent;

      (b)   there will at all times be at least one Paying Agent (which may be
            the Fiscal Agent) having its specified office in a European city
            which so long as the Notes are admitted to official listing on the
            Irish Stock Exchange shall be Dublin or such other place as the
            Irish Financial Supervisory and Regulatory Authority may approve;
            and

      (c)   the Issuer undertakes that it will ensure that it maintains a Paying
            Agent in a Member State of the European Union that is not obliged to
            withhold or deduct tax pursuant to European Council Directive
            2003/48/EC or any law implementing or complying with, or introduced
            in order to conform to, such Directive.

      Notice of any termination or appointment and of any changes in specified
      offices given to the Noteholders promptly by the Issuer in accordance with
      Condition 12.

7.    REDEMPTION AND PURCHASE

7.1   REDEMPTION AT MATURITY

      Unless previously redeemed or purchased and cancelled as provided below,
      the Issuer will redeem the Notes at their principal amount on the Interest
      Payment Date falling in May 2007.

7.2   REDEMPTION FOR TAXATION REASONS

      If:

      (a)   as a result of any change in, or amendment to, the laws or
            regulations of a Relevant Jurisdiction (as defined in Condition
            8.2(b)), or any change in the official application or interpretation
            of the laws or regulations of a Relevant Jurisdiction, or any action
            taken by any taxing authority of a Relevant Jurisdiction which
            change or amendment or action becomes effective, or action is taken
            or becomes generally known, after 24 November, 2005, on the next
            Interest Payment Date either (i) the Issuer would be required to pay
            additional amounts as provided or referred to in Condition 8 or (ii)
            the Guarantor would be unable for reasons outside its control to
            procure payment by the Issuer and in making payment itself would be
            required to pay such additional amounts; and

      (b)   the requirement cannot be avoided by the Issuer or, as the case may
            be, the Guarantor taking reasonable measures available to it,

      the Issuer may at its option, having given not less than 30 nor more than
      60 days' notice to the Noteholders in accordance with Condition 12 (which
      notice shall be irrevocable), redeem all the Notes, but not some only, on
      the next Interest Payment Date at their principal amount. Prior to the
      publication of any notice of redemption pursuant to this paragraph, the
      Issuer shall deliver to the Fiscal Agent a certificate signed by two
      Directors of the Issuer or, as the case may be, the Guarantor stating that
      the requirement referred to in (a) above will apply on the next Interest
      Payment Date and cannot be avoided by the Issuer or, as the case may be,
      the Guarantor taking reasonable measures available to it (in the terms
      referred to in (b) above) and an opinion of independent legal advisers of
      recognised standing to the effect that the Issuer or, as the case may be,
      the Guarantor has or will become obliged to pay such additional amounts as
      a result of the change or amendment or action.

                                       50

<PAGE>

7.3   REDEMPTION AT THE OPTION OF THE ISSUER

      The Issuer may, having given:

      (a)   not less than 15 nor more than 30 days' notice to the Noteholders in
            accordance with Condition 12; and

      (b)   notice to the Fiscal Agent not less than 15 days before the giving
            of the notice referred to in (a);

      (which notices shall be irrevocable and shall specify the date fixed for
      redemption), redeem all or some only of the Notes on the Interest Payment
      Date falling in November 2006 or February 2007 at their principal amount.

7.4   PURCHASES

      The Issuer, the Guarantor or any of the Guarantor's other Subsidiaries (as
      defined above) may at any time purchase Notes (provided that all unmatured
      Coupons appertaining to the Notes are purchased with the Notes) in any
      manner and at any price.

7.5   CANCELLATIONS

      All Notes which are (a) redeemed or (b) purchased at the option of the
      Issuer/Guarantor by or on behalf of the Issuer, the Guarantor or any of
      the Guarantor's other Subsidiaries will forthwith be cancelled, together
      with all relative unmatured Coupons attached to the Notes or surrendered
      with the Notes, and accordingly may not be reissued or resold.

7.6   NOTICES FINAL

      Upon the expiry of any notice as is referred to in Condition 7.2 or 7.3
      above the Issuer shall be bound to redeem the Notes to which the notice
      refers in accordance with the terms of such paragraph.

8.    TAXATION

8.1   PAYMENT WITHOUT WITHHOLDING

      All payments in respect of the Notes by or on behalf of the Issuer or the
      Guarantor shall be made without withholding or deduction for, or on
      account of, any present or future taxes, duties, assessments or
      governmental charges of whatever nature (TAXES) imposed or levied by or on
      behalf of the Relevant Jurisdictions, unless the withholding or deduction
      of the Taxes is required by law. In that event, the Issuer or, as the case
      may be, the Guarantor will pay such additional amounts as may be necessary
      in order that the net amounts received by the Noteholders and
      Couponholders after the withholding or deduction shall equal the
      respective amounts which would have been receivable in respect of the
      Notes or, as the case may be, Coupons in the absence of the withholding or
      deduction; except that no additional amounts shall be payable:

      (a)   in relation to any payment in respect of any Note or Coupon where
            such withholding or deduction is imposed on a payment to an
            individual and is required to be made pursuant to European Council
            Directive 2003/48/EC or any law implementing or complying with, or
            introduced in order to conform to, such Directive; or

      (b)   in relation to any payment in respect of any Note or Coupon
            presented for payment by or on behalf of a holder who would have
            been able to avoid such withholding or deduction by presenting the
            relevant Note or Coupon to another Paying Agent in a Member State of
            the European Union; or

      (c)   in relation to any payment in respect of any Note or Coupon
            presented for payment more than 30 days after the Relevant Date (as
            defined below) except to the extent that a holder would have

                                       51


<PAGE>

            been entitled to additional amounts on presenting the same for
            payment on the last day of the period of 30 days assuming that day
            to have been a Presentation Date (as defined in Condition 6.5); or

      (d)   for or on account of any tax, assessment or other governmental
            charge that would not have been so imposed but for the existence of
            any present or former connection (other than the more holding of a
            Note or Coupon) between such Noteholder or Couponholder (or between
            a fiduciary, settlor, beneficiary, member or shareholder of such
            Noteholder or Couponholder, if such Noteholder or Couponholder is an
            estate, a trust, a partnership or a corporation) and any Relevant
            Jurisdiction and its possessions, including, without limitation,
            such Noteholder or Couponholder (or such fiduciary, settlor,
            beneficiary, member or shareholder) being or having been a citizen
            or resident thereof or being or having been engaged in a trade or
            business or present therein or having, or having had, a permanent
            establishment therein; or

      (e)   for or on account of any estate, inheritance, gift, sales, transfer
            or personal property tax or any similar tax, assessment or
            governmental charge; or

      (f)   for or on account of any tax, assessment or other governmental
            charge imposed by reason of such Noteholder or Couponholder's past
            or present status as a controlled foreign corporation or passive
            foreign investment company with respect to the United States or as a
            corporation that accumulates earnings to avoid United States federal
            income tax; or

      (g)   for or on account of any tax, assessment or other governmental
            charge that is payable otherwise than by withholding from payments
            on or in respect of any Note; or

      (h)   for or on account of any tax, assessment or other governmental
            charge that would not have been imposed but for the failure to
            comply with certification, information or other reporting
            requirements concerning the nationality, residence or identity of
            the Noteholder or Couponholder, if such compliance is required by
            statute or by regulation of the United States or of any political
            subdivision or taxing authority thereof or therein as a precondition
            to relief or exemption from such tax, assessment or other
            governmental charge; or

      (i)   for or on account of any tax, assessment or other governmental
            charge imposed by reason of such Noteholder or Couponholder's past
            or present status as the actual or constructive owner of 10 per
            cent, or more of the total combined voting power of all classes of
            the stock of the Guarantor entitled to vote or as a controlled
            foreign corporation that is related directly or indirectly to the
            Guarantor through stock ownership.

8.2   INTERPRETATION

      In these Conditions:

      (a)   RELEVANT DATE means the date on which the payment first becomes due
            but, if the full amount of the money payable has not been received
            by the Fiscal Agent on or before the due date, it means the date on
            which, the full amount of the money having been so received, notice
            to that effect has been duly given to the Noteholders by the Issuer
            in accordance with Condition 12; and

      (b)   RELEVANT JURISDICTION means Bermuda or any political subdivision or
            any authority thereof or therein having power to tax (in the case of
            payments by the Issuer) or the United States of America or any
            political subdivision or any authority thereof or therein having
            power to tax (in the case of payments by the Guarantor) or in either
            case any other jurisdiction or any political subdivision or any
            authority thereof or therein having power to tax to which the Issuer
            or the Guarantor, as the case may be, becomes subject in respect of
            payments made by it of principal and interest on the Notes and
            Coupons.

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<PAGE>

8.3   ADDITIONAL AMOUNTS

      Any reference in these Conditions to any amounts in respect of the Notes
      shall be deemed also to refer to any additional amounts which may be
      payable under this Condition.

9.    PRESCRIPTION

      Notes and Coupons will become void unless presented for payment within
      periods of 10 years (in the case of principal) and five years (in the case
      of interest) from the Relevant Date in respect of the Notes or, as the
      case may be, the Coupons, subject to the provisions of Condition 6.

10.   EVENTS OF DEFAULT

      The holder of any Note may give notice to the Issuer that the Note is, and
      it shall accordingly forthwith become, immediately due and repayable at
      its principal amount, together with interest accrued to the date of
      repayment, if any of the following events (EVENTS OF DEFAULT) shall have
      occurred and be continuing:

      (a)   if default is made in the payment of any principal or interest due
            in respect of the Notes or any of them and the default continues for
            a period of 7 days in the case of principal or 30 days in the case
            of interest; or

      (b)   if the Issuer or the Guarantor fails to perform or observe any of
            its other obligations under these Conditions or the Guarantee and
            the failure continues for the period of 90 days following the
            service by any Noteholder on the Issuer or the Guarantor (as the
            case may be) of notice requiring the same to be remedied; or

      (c)   the Issuer or the Guarantor shall make an assignment for the benefit
            of creditors, or shall file a petition in bankruptcy; or the Issuer
            or the Guarantor shall be adjudicated insolvent or bankrupt, or
            shall petition or shall apply to any court having jurisdiction in
            the premises for the appointment of a receiver, trustee, liquidator
            or sequestrator of, or for, the Issuer or the Guarantor or any
            substantial portion of the property of the Issuer or the Guarantor;
            or the Issuer or the Guarantor shall commence any proceeding
            relating to it or any substantial portion of its property under any
            insolvency, reorganisation, arrangement, or readjustment of debt,
            dissolution, winding-up, adjustment, composition or liquidation law
            or statute of any jurisdiction, whether now or hereafter in effect
            (hereinafter in this Condition 10 called PROCEEDING); or if there
            shall be commenced against the Issuer or the Guarantor any
            Proceeding and an order approving the petition shall be entered, or
            such Proceeding shall remain undischarged for a period of 60 days;
            or a receiver, trustee, liquidatior or sequestrator of, or for, the
            Issuer or the Guarantor or any substantial portion of the property
            of the Issuer or the Guarantor shall be appointed and shall not be
            discharged within a period of 60 days; or the Issuer or the
            Guarantor by any act shall indicate consent to or approval of or
            acquiescence in any Proceeding or the appointment of a receiver,
            trustee, liquidator or sequestrator of, or for, Issuer or the
            Guarantor or any substantial portion of its property; provided that
            a resolution or other for winding-up the Issuer or the Guarantor
            with a view to its consolidation, amalgamation or merger with
            another company or the transfer of its assets as a whole, or
            substantially as a whole, to such other company as permitted in the
            Guarantee and referred to in Condition 3 shall not make the rights
            and remedies herein enforceable under this Condition 10 if such
            last-mentioned company shall, as a part of such consolidation,
            amalgamation, merger or transfer, and within 60 days from the
            passing of the resolution or the date of the order, comply with the
            conditions to that end stated in the Guarantee and referred to in
            Condition 3; or

      (d)   if the Guarantee ceases to be, or is claimed by the Guarantor not to
            be, in full force and effect; or

      (e)   if the Issuer ceases to be a subsidiary majority owned and
            controlled, directly or indirectly, by the Guarantor.

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<PAGE>

11.   REPLACEMENT OF NOTES AND COUPONS

      Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed
      it may be replaced at the specified office of the Fiscal Agent, upon
      payment by the claimant of the expenses incurred in connection with the
      replacement and on such terms as to evidence and indemnity as the Issuer
      may reasonably require. Mutilated or defaced Notes or Coupons must be
      surrendered before replacements will be issued.

12.   NOTICES

12.1  NOTICES TO THE NOTEHOLDERS

      All notices to the Noteholders will be valid if published in a leading
      English language daily newspaper with general circulation in Europe as the
      Issuer may decide. The Issuer shall also ensure that notices are duly
      published in a manner which complies with the rules and regulations of any
      stock exchange or other relevant authority on which the Notes are for the
      time being listed. Any such notice will be deemed to have been given on
      the date of the first publication or, where required to be published in
      more than one newspaper, on the date of the first publication in all
      required newspapers.

12.2  NOTICES FROM THE NOTEHOLDERS

      Notices to be given by any Noteholder shall be in writing and given by
      lodging the same, together with the relative Note or Notes, with the
      Fiscal Agent or, if the Notes are held in a clearing system, may be given
      through the clearing system in accordance with the standard rules and
      procedures.

13.   MEETINGS OF NOTEHOLDERS AND MODIFICATION

13.1  MEETINGS OF NOTEHOLDERS

      The Agency Agreement contains provisions for convening meetings of the
      Noteholders to consider any matter affecting their interests, including
      the modification by Extraordinary Resolution of any of these Conditions or
      the Guarantee or any of the provisions of the Agency Agreement. The quorum
      at any meeting for passing an Extraordinary Resolution will be one or more
      persons present holding or representing more than 50 per cent in
      principal amount of the Notes for the time being outstanding, or at any
      adjourned meeting one or more persons present whatever the principal
      amount of the Notes held or represented by him or them, except that at any
      meeting the business of which includes the modification of certain of
      these Conditions the necessary quorum for passing an Extraordinary
      Resolution will be one or more persons present holding or representing not
      less than two-thirds, or at any adjourned meeting not less than one-third,
      of the principal amount of the Notes for the time being outstanding. An
      Extraordinary Resolution passed at any meeting of the Noteholders will be
      binding on all Noteholders, whether or not they are present at the
      meeting, and on all Couponholders.

13.2  MODIFICATION

      The Fiscal Agent may agree, without the consent of the Noteholders or
      Couponholders, to any modification of any of these Conditions or any of
      the provisions of the Agency Agreement for the purpose of curing any
      ambiguity or of curing, correcting or supplementing any manifest or proven
      error or any other defective provision contained herein or therein. Any
      modification shall be binding on the Noteholders and the Couponholders
      and, unless the Fiscal Agent agrees otherwise, any modification shall be
      notified by the Issuer to the Noteholders as soon as practicable
      thereafter in accordance with Condition 12.

14.   FURTHER ISSUES

      The Issuer may from time to time without the consent of the Noteholders or
      Couponholders create and issue further notes, having terms and conditions
      the same as those of the Notes, or the same except

                                       54

<PAGE>

      for the amount of the first payment of interest, which may be consolidated
      and form a single series with the outstanding Notes.

15.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

15.1  GOVERNING LAW

      The Agency Agreement, the Guarantee, the Notes and the Coupons are
      governed by, and will be construed in accordance with English law.

15.2  JURISDICTION OF ENGLISH COURTS

      The Issuer and the Guarantor have irrevocably agreed for the benefit of
      the Noteholders and the Couponholders that the courts of England are to
      have exclusive jurisdiction to settle any disputes which may arise out of
      or in connection with the Notes or the Coupons and accordingly have
      submitted to the exclusive jurisdiction of the English courts. The Issuer
      and the Guarantor waive any objection to the courts of England on the
      grounds that they are an inconvenient or inappropriate forum.

      The Noteholders and the Couponholders may take any suit, action or
      proceeding arising out of or in connection with the Notes or the Coupons
      respectively (together referred to as PROCEEDINGS) against the Issuer or
      the Guarantor in any other court of competent jurisdiction and concurrent
      Proceedings in any number of jurisdictions.

15.3  APPOINTMENT OF PROCESS AGENT

      The Issuer hereby irrevocably and unconditionally appoints Kellogg
      Marketing & Sales Co. (U.K.) Ltd. at its registered office as its agent
      for service of process in England in respect of any Proceedings and
      undertakes that in the event of such agent ceasing so to act it will
      appoint another person as its agent for that purpose.

15.4  OTHER DOCUMENTS

      Each of the Issuer and the Guarantor in the Agency Agreement and the
      Guarantor in the Guarantee has submitted to the jurisdiction of the
      English courts and appointed an agent in England for service of process,
      in terms substantially similar to those set out above.

16.   RIGHTS OF THIRD PARTIES

      No rights are conferred on any person under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term of this Note, but this does not
      affect any right or remedy of any person which exists or is available
      apart from that Act.

                                       55
<PAGE>

                                   SCHEDULE 3

                                FORM OF GUARANTEE

THIS GUARANTEE is given on 28 November, 2005 by KELLOGG COMPANY (the GUARANTOR).

WHEREAS:

(A)   The Guarantor has agreed to guarantee the obligations of Kellogg Europe
      Company Limited (the ISSUER) under the (euro)550,000,000 Guaranteed
      Floating Rate Notes due 2007 (the NOTES) to be issued by the Issuer
      pursuant to an Agency Agreement (the AGENCY AGREEMENT) dated 28 November,
      2005 between, among others, the Issuer, the Guarantor and HSBC plc as
      Fiscal Agent (the FISCAL AGENT).

(B)   Terms defined in the Conditions of the Notes (the CONDITIONS) and in the
      Agency Agreement and not otherwise defined in this Guarantee shall have
      the same meaning when used in this Guarantee.

NOW THIS DEED WITNESSETH as follows:

1.    GUARANTEE

      The Guarantor as primary obligor unconditionally and irrevocably:

      (a)   guarantees to the holder from time to time of each Note or Coupon by
            way of continuing guarantee the due and punctual payment of all
            amounts payable by the Issuer on or in respect of the Note or Coupon
            (including any additional amounts which may become payable under
            Condition 8) as and when the same shall become due according to the
            Conditions; and

      (b)   agrees that, if and each time that the Issuer shall fail to make any
            payments as and when the same become due, the Guarantor will on
            demand (without requiring the relevant Noteholder or Couponholder
            first to take steps against the Issuer or any other person) pay to
            the relevant Noteholder or Couponholder the amounts (as to which the
            certificate of the relevant Noteholder or Couponholder shall in the
            absence of manifest error be conclusive) in the currency in which
            the amounts are payable by the Issuer.

2.    TAXATION

2.1   All payments under the Guarantee shall be made without withholding or
      deduction for, or on account of, any present or future taxes, duties,
      assessments or governmental charges of whatever nature (TAXES) imposed or
      levied by or on behalf of the Relevant Jurisdictions, unless the
      withholding or deduction of the Taxes is required by law. In that event,
      the Guarantor will pay such additional amounts as may be necessary in
      order that the net amounts received by the Noteholders and Couponholders
      after the withholding or deduction shall equal the respective amounts
      which would have been receivable in respect of the Notes or, as the case
      may be, Coupons in the absence of the withholding or deduction; except
      that no additional amounts shall be payable:

                                       56

<PAGE>

      (a)   in relation to any payment in respect of any Note or Coupon where
            such withholding or deduction is imposed on a payment to an
            individual and is required to be made pursuant to European Council
            Directive 2003/48/EC or any law implementing or complying with, or
            introduced in order to conform to, such Directive; or

      (b)   in relation to any payment in respect of any Note or Coupon
            presented for payment by or on behalf of a holder who would have
            been able to avoid such withholding or deduction by presenting the
            relevant Note or Coupon to another Paying Agent in a Member State of
            the European Union; or

      (c)   in relation to any payment in respect of any Note or Coupon
            presented for payment more than 30 days after the Relevant Date
            except to the extent that a holder would have been entitled to
            additional amounts on presenting the same for payment on the last
            day of the period of 30 days assuming that day to have been a
            Presentation Date (as defined in Condition 6.5); or

      (d)   for or on account of any tax, assessment or other governmental
            charge that would not have been so imposed but for the existence of
            any present or former connection (other than the mere holding of a
            Note or Coupon) between such Noteholder or Couponholder (or between
            a fiduciary, settlor, beneficiary, member or shareholder of such
            Noteholder or Couponholder, if such Noteholder or Couponholder is an
            estate, a trust, a partnership or a corporation) and any Relevant
            Jurisdiction and its possessions, including, without limitation,
            such Noteholder or Couponholder (or such fiduciary, settlor,
            beneficiary, member or shareholder) being or having been a citizen
            or resident thereof or being or having been engaged in a trade or
            business or present therein or having, or having had, a permanent
            establishment therein; or

      (e)   for or on account of any estate, inheritance, gift, sales, transfer
            or personal property tax or any similar tax, assessment or
            governmental charge; or

      (f)   for or on account of any tax, assessment or other governmental
            charge imposed by reason of such Noteholder or Couponholder's past
            or present status as a controlled foreign corporation or passive
            foreign investment company with respect to the United States or as a
            corporation that accumulates earnings to avoid United States federal
            income tax; or

      (g)   for or on account of any tax, assessment or other governmental
            charge that is payable otherwise than by withholding from payments
            on or in respect of any Note; or

      (h)   for or on account of any tax, assessment or other governmental
            charge that would not have been imposed but for the failure to
            comply with certification, information or other reporting
            requirements concerning the nationality, residence or identity of
            the Noteholder or Couponholder, if such compliance is required by
            statute or by regulation of the United States or of any political
            subdivision or taxing authority thereof or therein as a precondition
            to relief or exemption from such tax, assessment or other
            governmental charge; or

      (i)   for or on account of any tax, assessment or other governmental
            charge imposed by reason of such Noteholder or Couponholder's past
            or present status as the actual or constructive owner of 10 per
            cent. or more of the total combined voting power of all classes of
            the stock of the Guarantor entitled to vote or as a controlled
            foreign corporation that is related directly or indirectly to the
            Guarantor through stock ownership.

                                       57

<PAGE>

2.2   Any reference to any amounts in respect of the Notes shall be deemed also
      to refer to any additional amounts which may be payable under this
      paragraph 2.

3.    GUARANTEE INDEPENDENT

      The obligations of the Guarantor under this Guarantee shall not be
      affected by any matter or thing which but for this provision might operate
      to affect the obligations including, without limitation:

      (a)   any time or indulgence granted to or composition with the Issuer or
            any other person;

      (b)   the taking, variation, renewal or release of remedies or securities
            against the Issuer or any other person; or

      (c)   any unenforceability, invalidity or irregularity.

4.    EFFECT OF ARRANGEMENTS WITH ISSUER

      Where any discharge (whether in respect of the obligations of the Issuer
      or any security for the obligations of the Issuer or otherwise) is made in
      whole or in part or any arrangement is made on the faith of any payment,
      security or other disposition which is avoided or must be repaid on
      bankruptcy, liquidation or otherwise without limitation, the liability of
      the Guarantor under this Guarantee shall continue as if there had been no
      discharge or arrangement. The holder of any Note or Coupon, acting in good
      faith, shall be entitled to concede or compromise any claim that any
      payment, security or other disposition is liable to avoidance or
      repayment.

5.    LIMITATION ON LIENS

      (a)   The Guarantor will not, nor will it permit any Restricted Subsidiary
            to, issue, assume or guarantee any indebtedness for money borrowed
            (DEBT), secured by a mortgage, security interest, pledge, lien or
            other encumbrance (a MORTGAGE) upon any Principal Property of the
            Guarantor or any Restricted Subsidiary or upon any shares of stock
            or indebtedness of any Restricted Subsidiary (whether such Principal
            Property, shares of stock or indebtedness are now owned or hereafter
            acquired) without in any such case effectively providing
            concurrently with the issuance, assumption or guarantee of any such
            Debt that this Guarantee (together with, if the Guarantor shall so
            determine, any other indebtedness of or guaranteed by the Guarantor
            or such Restricted Subsidiary ranking equally with this Guarantee
            and then existing or thereafter created) shall be secured equally
            and ratably with (or, at the option of the Guarantor, prior to) such
            Debt for so long as such Debt shall be so secured; provided,
            however, that the foregoing restrictions shall not apply to Debt
            secured by:

            (i)   mortgages on property, shares of stock or indebtedness
                  (PROPERTY) of any corporation existing at the time such
                  corporation becomes a Restricted Subsidiary;

            (ii)  mortgages on property existing at the time of acquisition of
                  the affected property by the Guarantor or a Restricted
                  Subsidiary, or mortgages to secure the payment of all or any
                  part of the purchase price of such property upon the
                  acquisition of such property by the Guarantor or a Restricted
                  Subsidiary or to secure any Debt incurred by the Guarantor or
                  a Restricted Subsidiary prior to, at the time of, or within
                  360 days after the later of the acquisition, the completion of
                  construction (including any improvements on an existing

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                  property) or the commencement of commercial operation of such
                  property, which Debt is incurred for the purpose of financing
                  all or any part of the purchase price thereof or construction
                  or improvements thereon; provided, however, that in the case
                  of any such acquisition, construction or improvement the
                  mortgage shall not apply to any property theretofore owned by
                  the Guarantor or a Restricted Subsidiary, other than, in the
                  case of any such construction or improvement, any real
                  property on which the property so constructed or the
                  improvement is located, which in the opinion of the Board of
                  Directors was, prior to such construction or improvement,
                  substantially unimproved for the use intended by the Guarantor
                  or such Restricted Subsidiary;

           (iii)  mortgages on property of a Restricted Subsidiary securing Debt
                  owing to the Guarantor or to another Restricted Subsidiary;

           (iv)   mortgages on property of a corporation existing at the time
                  such corporation is merged into or consolidated with the
                  Guarantor or a Restricted Subsidiary or at the time of a sale,
                  lease or other disposition of the properties of a corporation
                  or firm as an entirety or substantially as an entirety to the
                  Guarantor or a Restricted Subsidiary provided, however, that
                  any such mortgages do not attach to or affect property
                  theretofore owned by the Guarantor or such Restricted
                  Subsidiary;

           (v)    mortgages on property owned or leased by the Guarantor or a
                  Restricted Subsidiary in favour of the United States of
                  America or any State thereof, or any department, agency or
                  instrumentality or political subdivision of the United States
                  of America or any State thereof, or in favour of any other
                  country or any political subdivision thereof, or in favour of
                  holders of securities issued by any such entity, pursuant to
                  any contract or statute (including, without limitation,
                  mortgages to secure Debt of the pollution control or
                  industrial revenue bond type) or to secure any indebtedness
                  incurred for the purpose of financing all or any part of the
                  purchase price or the cost of construction of the property
                  subject to such mortgages;

           (vi)   mortgages existing at the date of issue of the Notes;

           (vii)  landlords' liens on fixtures located on premises leased by the
                  Guarantor or a Restricted Subsidiary in the ordinary course of
                  business;

           (viii) mortgages on property of the Guarantor or a Restricted
                  Subsidiary to secure partial, progress, advance or other
                  payments or any Debt insured for the purpose of financing all
                  or any part of the purchase price or the cost of construction,
                  development, or substantial repair, alteration or improvement
                  of the property subject to such mortgages if the commitment
                  for the financing is obtained not later than one year after
                  the later of the completion of or the placing into operation
                  (exclusive of test and start-up periods) of such constructed,
                  developed, repaired, altered or improved property;

           (ix)   mortgages arising in connection with contracts and
                  subcontracts with or made at the request of the United States
                  of America, or any state thereof, or any department, agency or
                  instrumentality of the United States or any state thereof;

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           (x)    mechanics', materialman's, carriers' or other like liens
                  arising in the ordinary course of business (including
                  construction of facilities) in respect of obligations which
                  are not due or which are being contested in good faith;

           (xi)   any mortgage arising by reason of deposits with, or the giving
                  of any form of security to, any governmental agency or any
                  body created or approved by law or governmental regulations,
                  which is required by law or governmental regulation as a
                  condition to the transaction of any business, or the exercise
                  of any privilege, franchise or licence;

           (xii)  mortgages for taxes, assessments or governmental charges or
                  levies not yet delinquent, or mortgages for taxes, assessments
                  or governmental charges or levies already delinquent but the
                  validity of which is being contested in good faith;

           (xiii) mortgages (including judgment liens) arising in connection
                  with legal proceedings so long as such proceedings are being
                  contested in good faith and, in the case of judgment liens,
                  execution thereon is stayed; or

           (xiv)  any extension, renewal or replacement (or successive
                  extensions, renewals or replacements) in whole or in part of
                  any mortgage referred to in the foregoing clauses (i) to
                  (xiii), inclusive, provided, however, that the principal
                  amount of Debt secured thereby shall not exceed the principal
                  amount of Debt so secured at the time of such extension,
                  renewal or replacement mortgage, and that such extension,
                  renewal or replacement mortgage shall be limited to all or a
                  part of the property which secured the mortgage so extended,
                  renewed or replaced (plus improvements on such property).

      (b)   Notwithstanding the foregoing provisions, the Guarantor and any one
            or more Restricted Subsidiaries may issue, assume or guarantee Debt
            secured by mortgages which would otherwise be subject to the
            foregoing restrictions in an aggregate amount which, together with
            all other Debt of the Guarantor and its Restricted Subsidiaries
            which (if originally issued, assumed or guaranteed at such time)
            would otherwise be subject to the foregoing restrictions (not
            including Debt permitted to be secured under clauses (i) through
            (xiv) above), does not at the time exceed 10% of Consolidated Total
            Assets, as shown on the latest quarterly consolidated financial
            statements of the Guarantor preceding the date of determination.

6.    LIMITATION ON SALE AND LEASE-BACK

      The Guarantor will not, nor will it permit any Restricted Subsidiary to,
      enter into any arrangement with any person providing for the leasing by
      the Guarantor or any Restricted Subsidiary of any Principal Property of
      the Guarantor or any Restricted Subsidiary (whether such Principal
      Property is now owned or hereafter acquired) (except for temporary leases
      for a term of not more than three years and except for leases between the
      Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries),
      which Principal Property has been or is to be sold or transferred by the
      Guarantor or such Restricted Subsidiary to such person (herein referred to
      as a SALE AND LEASE-BACK TRANSACTION), unless (a) the Guarantor or such
      Restricted Subsidiary would be entitled, pursuant to the provisions of
      paragraph 5, to issue, assume or guarantee Debt secured by a mortgage upon
      such Principal Property at least equal in amount to the Attributable Debt
      in respect of such arrangement without equally and rateably securing the
      Notes, provided, however, that from and after the date on which such
      arrangement becomes effective the Attributable Debt in respect of such
      arrangement shall be deemed for all purposes under paragraph 5 or 6 to be
      Debt subject to the provisions of

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      paragraph 5; or (b) the Guarantor shall apply an amount in cash equal to
      the Attributable Debt in respect of such arrangement to the retirement
      (other than any mandatory retirement or by way of payment at maturity),
      within 120 days of the effective date of any such arrangement, of Debt of
      the Guarantor or any Restricted Subsidiary (other than Debt owned by the
      Guarantor or any Restricted Subsidiary and other than Debt of the
      Guarantor which is subordinated to the Notes) which by its terms matures
      at or is extendible or renewable at the option of the obligor to a date
      more than twelve months after the date of the creation of such Debt.

7.    GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS

      Nothing contained in this Guarantee shall prevent any consolidation or
      merger of the Guarantor with or into any other corporation or corporations
      (whether or not affiliated with the Guarantor), or successive
      consolidations or mergers in which the Guarantor or its successor or
      successors shall be a party or parties, or shall prevent any sale,
      conveyance or lease of all or substantially all the property of the
      Guarantor to any other corporation (whether or not affiliated with the
      Guarantor) authorised to acquire and operate the same; provided, however,
      and the Guarantor hereby covenants, that upon any such consolidation,
      merger, sale, conveyance or lease, other than a merger in which the
      Guarantor is the continuing corporation, the due and punctual performance
      and observance of all of the covenants and conditions under the Guarantee
      to be performed by the Guarantor shall be expressly assumed by the
      corporation (if other than the Guarantor) formed by such consolidation, or
      into which the Guarantor shall have been merged, or by the corporation
      which shall have acquired or leased such property.

8.    SUCCESSOR CORPORATION SUBSTITUTED

8.1   In case of any such consolidation, merger, sale or conveyance referred to
      in paragraph 7, and following such an assumption by the successor
      corporation, such successor corporation shall succeed to and be
      substituted for the Guarantor, with the same effect as if it had been
      named in this Guarantee.

8.2   In the event of any such sale or conveyance (other than a conveyance by
      way of lease) the Guarantor or any successor corporation which shall have
      become such in the manner described in this Guarantee shall be discharged
      from all obligations and covenants under this Guarantee and may be
      liquidated and dissolved.

9.    MISCELLANEOUS

9.1   Until all amounts which may be or become payable under the Notes and the
      Coupons have been irrevocably paid in full, the Guarantor shall not by
      virtue of this Guarantee be subrogated to any rights of any holder of any
      Note or Coupon or claim in competition with the holders against the
      Issuer.

9.2   This Guarantee shall enure for the benefit of the Noteholders and
      Couponholders and shall be deposited with and held by the Fiscal Agent.

10.   GOVERNING LAW AND JURISDICTION

10.1  This Guarantee is governed by, and shall be construed in accordance with,
      the laws of England.

10.2  (a) Subject to subparagraph (c) below, the Guarantor irrevocably agrees
      for the benefit of the Noteholders and the Couponholders that the courts
      of England are to have

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<PAGE>

      exclusive jurisdiction to settle any dispute which may arise out of or in
      connection with this Guarantee and accordingly submit to the exclusive
      jurisdiction of the English courts.

      (b)   The Guarantor waives any objection to the courts of England on the
            grounds that they are an inconvenient or inappropriate forum.

      (c)   The Noteholders and the Couponholders may take any suit, action or
            proceeding arising out of or in connection with this Guarantee
            (together referred to as PROCEEDINGS) against the Guarantor in any
            other court of competent jurisdiction and concurrent Proceedings in
            any number of jurisdictions.

      (d)   The Guarantor appoints Kellogg Marketing & Sales Co. (UK) Limited in
            London to accept service of process on its behalf. If such person
            shall cease to have an office in London, the Guarantor shall appoint
            another person with an office in London to accept service. The
            Guarantor will procure that, so long as any of the Notes remains
            outstanding, a person with an office in London shall be appointed to
            accept service.

      (e)   Nothing in this Guarantee shall affect the right to serve process in
            any other manner permitted by law.

IN WITNESS whereof this Guarantee has been entered into as a deed by the
Guarantor on the date which appears first on page 1.

EXECUTED as a deed by KELLOGG COMPANY         )
acting by                                     )
                                              )

EXECUTED AS A DEED BY KELLOGG                 )
EUROPE COMPANY LIMITED                        )
acting by                                     )
                                              )

Dated 28 November, 2005

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                                   SCHEDULE 4

                     PROVISIONS FOR MEETINGS OF NOTEHOLDERS

DEFINITIONS

1.    As used in this Schedule, the following expressions have the following
      meanings unless the context otherwise requires:

      VOTING CERTIFICATE means an English language certificate issued by a
      Paying Agent and dated in which it is stated that the bearer of the voting
      certificate is entitled to attend and vote at the meeting and any
      adjourned meeting in respect of the Notes represented by the certificate;

      BLOCK VOTING INSTRUCTION means an English language document issued by a
      Paying Agent and dated which:

      (a)   relates to a specified principal amount of Notes and a meeting (or
            adjourned meeting) of the holders of the Notes;

      (b)   states that the Paying Agent has been instructed (either by the
            holders of the Notes or by a relevant clearing system) to attend the
            meeting and procure that the votes attributable to the Notes are
            cast at the meeting in accordance with the instructions given;

      (c)   identifies with regard to each resolution to be proposed at the
            meeting the principal amount of Notes in respect of which
            instructions have been given that the votes attributable to them
            should be cast in favour of the resolution and the principal amount
            of Notes in respect of which instructions have been given that the
            votes attributable to them should be cast against the resolution;
            and

      (d)   states that one or more named persons (each a PROXY) is or are
            authorised and instructed by the Paying Agent to cast the votes
            attributable to the Notes identified in accordance with the
            instructions referred to in paragraph (c) above as set out in the
            block voting instruction;

      a RELEVANT CLEARING SYSTEM means, in respect of any Notes represented by a
      Global Note, any clearing system on behalf of which the Global Note is
      held or which is the bearer of the Global Note, in either case whether
      alone or jointly with any other clearing system(s);

      24 HOURS means a period of 24 hours including all or part of a day on
      which banks are open for business both in the place where the meeting is
      to be held and in each of the places where the Paying Agents have their
      specified offices (disregarding for this purpose the day on which the
      meeting is to be held) and that period shall be extended by one period or,
      to the extent necessary, more periods of 24 hours until there is included
      all or part of a day on which banks are open for business in all of the
      places where the Paying Agents have their specified offices; and

      48 HOURS means a period of 48 hours including all or part of two days on
      which banks are open for business both in the place where the meeting is
      to be held and in each of the places where the Paying Agents have their
      specified offices (disregarding for this purpose the day on which the
      meeting is to be held) and that period shall be extended by one period or,
      to the extent necessary, more periods of 24 hours until there is included
      all or part of two days on

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      which banks are open for business in all of the places where the Paying
      Agents have their specified offices.

      For the purposes of calculating a period of CLEAR DAYS, no account shall
      be taken of the day on which a period commences or the day on which a
      period ends.

EVIDENCE OF ENTITLEMENT TO ATTEND AND VOTE

2.    The following persons (each an ELIGIBLE PERSON) are entitled to attend and
      vote at a meeting of the holders of the Notes:

      (a)   a holder of any Notes in definitive bearer form;

      (b)   a bearer of any voting certificate in respect of the Notes; and

      (c)   a proxy specified in any block voting instruction.

      A Noteholder may require the issue by any Paying Agent of voting
      certificates and block voting instructions in accordance with the terms of
      paragraph 3 below.

      For the purposes of paragraphs 3(a) and 3(d) below, the Fiscal Agent
      shall be entitled to rely, without further enquiry, on any information or
      instructions received from a relevant clearing system and shall have no
      liability to any Noteholder or other person for any loss, damage, cost,
      claim or other liability caused by its reliance on those instructions, nor
      for any failure by a relevant clearing system to deliver information or
      instructions to the Fiscal Agent.

      The holder of any voting certificate or the proxies named in any block
      voting instruction shall for all purposes in connection with the meeting
      or adjourned meeting be deemed to be the holder of the Notes to which the
      voting certificate or block voting instruction relates and the Paying
      Agent with which the Notes have been deposited or the person holding the
      Notes to the order or under the control of any Paying Agent shall be
      deemed for those purposes not to be the holder of those Notes.

3.    (a)   Definitive Notes - voting certificate

            A holder of a Note in definitive form may obtain a voting
            certificate in respect of that Note from a Paying Agent (unless the
            Note is the subject of a block voting instruction which has been
            issued and is outstanding in respect of the meeting specified in the
            voting certificate or any adjourned meeting) subject to the holder
            procuring that the Note is deposited with the Paying Agent or (to
            the satisfaction of the Paying Agent) is held to its order or under
            its control or blocked in an account with a relevant clearing system
            upon terms that the Note will not cease to be deposited or held or
            blocked until the first to occur of:

            (i)   the conclusion of the meeting specified in the voting
                  certificate or, if later, of any adjourned meeting; and

            (ii)  the surrender of the voting certificate to the Paying Agent
                  who issued it.

      (b)   Global Notes - voting certificate

            A holder of a Note (not being a Note in respect of which
            instructions have been given to the Fiscal Agent in accordance with
            paragraph 3(d)) represented by a Global Note may procure the
            delivery of a voting certificate in respect of that Note by giving

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            notice to the relevant clearing system specifying by name a person
            (an IDENTIFIED PERSON) (which need not be the holder himself) to
            collect the voting certificate and attend and vote at the meeting.
            The voting certificate will be made available at or shortly before
            the start of the meeting by the Fiscal Agent against presentation by
            the Identified Person of the form of identification previously
            notified by the holder to the relevant clearing system. The relevant
            clearing system may prescribe forms of identification (including,
            without limitation, passports) which it considers appropriate for
            these purposes. Subject to receipt by the Fiscal Agent from the
            relevant clearing system, no later than 24 hours before the time for
            which the meeting is convened, of notification of the nominal amount
            of the Notes to be represented by any voting certificate and the
            form of identification against presentation of which the voting
            certificate should be released, the Fiscal Agent shall, without any
            obligation to make further enquiry, make available voting
            certificates against presentation of forms of identification
            corresponding to those notified.

      (c)   Definitive Notes - block voting instruction

            A holder of a Note in definitive form may require a Paying Agent to
            issue a block voting instruction in respect of that Note (unless the
            Note is the subject of a voting certificate which has been issued
            and is outstanding in respect of the meeting specified in the block
            voting instruction or any adjourned meeting) by depositing the Note
            with the Paying Agent or (to the satisfaction of the Paying Agent)
            by:

            (i)   procuring that, not less than 48 hours before the time fixed
                  for the meeting, the Note is held to the Paying Agent's order
                  or under its control or is blocked in an account with a
                  relevant clearing system, in each case on terms that the Note
                  will not cease to be so deposited or held or blocked until the
                  first to occur of:

                  (A)   the conclusion of the meeting specified in the block
                        voting instruction or, if later, of any adjourned
                        meeting; and

                  (B)   the surrender to the Paying Agent, not less than 48
                        hours before the time for which the meeting or any
                        adjourned meeting is convened, of the receipt issued by
                        the Paying Agent in respect of each deposited Note which
                        is to be released or (as the case may require) the Note
                        ceasing with the agreement of the Paying Agent to be
                        held to its order or under its control or to be blocked
                        and the giving of notice by the Paying Agent to the
                        Issuer in accordance with paragraph 3(d) of the
                        necessary amendment to the block voting instruction; and

            (ii)  instructing the Paying Agent that the vote(s) attributable to
                  each Note so deposited or held or blocked should be cast in a
                  particular way in relation to the resolution or resolutions to
                  be put to the meeting or any adjourned meeting and that the
                  instruction is, during the period commencing 48 hours before
                  the time for which the meeting or any adjourned meeting is
                  convened and ending at the conclusion or adjournment of the
                  meeting, neither revocable nor capable of amendment.

      (d)   Global Notes - block voting instruction

            A holder of a Note (not being a Note in respect of which a voting
            certificate has been issued) represented by a Global Note may
            require the Fiscal Agent to issue a block

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            voting instruction in respect of the Note by first instructing the
            relevant clearing system to procure that the votes attributable to
            the holder's Note should be cast at the meeting in a particular way
            in relation to the resolution or resolutions to be put to the
            meeting. Any such instruction shall be given in accordance with the
            rules of the relevant clearing system then in effect. Subject to
            receipt by the Fiscal Agent, no later than 24 hours before the time
            for which the meeting is convened, of (i) instructions from the
            relevant clearing system, (ii) notification of the principal amount
            of the Notes in respect of which instructions have been given and
            (iii) the manner in which the votes attributable to the Notes should
            be cast, the Fiscal Agent shall, without any obligation to make
            further enquiry, attend the meeting and cast votes in accordance
            with those instructions.

            (A)   Each block voting instruction shall be deposited by the
                  relevant Paying Agent at the place specified by the Fiscal
                  Agent for the purpose not less than 24 hours before the time
                  appointed for holding the meeting or adjourned meeting at
                  which the proxies named in the block voting instruction
                  propose to vote, and in default the block voting instruction
                  shall not be treated as valid unless the Chairman of the
                  meeting decides otherwise before the meeting or adjourned
                  meeting proceeds to business. A notarially certified copy of
                  each block voting instruction shall (if so requested by the
                  Issuer) be deposited with the Issuer before the start of the
                  meeting or adjourned meeting but the Issuer shall not as a
                  result be obliged to investigate or be concerned with the
                  validity of or the authority of the proxies named in the block
                  voting instruction.

            (B)   Any vote given in accordance with the terms of a block voting
                  instruction shall be valid notwithstanding the previous
                  revocation or amendment of the block voting instruction or of
                  any of the instructions of the relevant Noteholder or the
                  relevant clearing system (as the case may be) pursuant to
                  which it was executed provided that no indication in writing
                  of any revocation or amendment has been received from the
                  relevant Paying Agent by the Issuer at its registered office
                  by the time being 24 hours before the time appointed for
                  holding the meeting or adjourned meeting at which the block
                  voting instruction is to be used.

CONVENING OF MEETINGS, QUORUM, ADJOURNED MEETINGS

4.    The Issuer or the Guarantor may at any time and, if required in writing by
      Noteholders holding not less than five per cent. in nominal amount of the
      Notes for the time being outstanding, shall convene a meeting of the
      Noteholders and if the Issuer fails for a period of seven days to convene
      the meeting the meeting may be convened by the relevant Noteholders.
      Whenever the Issuer or the Guarantor is about to convene any meeting it
      shall immediately give notice in writing to the Fiscal Agent of the day,
      time and place of the meeting and of the nature of the business to be
      transacted at the meeting. Every meeting shall be held at a time and place
      approved by the Fiscal Agent.

5.    At least 21 clear days' notice specifying the place, day and hour of the
      meeting shall be given to the Noteholders in the manner provided in
      Condition 12. The notice, which shall be in the English language, shall
      state generally the nature of the business to be transacted at the meeting
      and, in the case of an Extraordinary Resolution only, shall specify the
      terms of the Extraordinary Resolution to be proposed. The notice shall
      include statements as to the manner in which Noteholders may arrange for
      voting certificates or block voting instructions to be issued. A copy of
      the notice shall be sent by post to the Issuer (unless the meeting is

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      convened by the Issuer) and to the Guarantor (unless the meeting is
      convened by the Guarantor).

6.    The person (who may but need not be a Noteholder) nominated in writing by
      the Issuer shall be entitled to take the chair at each meeting but if no
      nomination is made or if at any meeting the person nominated is not
      present within 15 minutes after the time appointed for holding the meeting
      the Noteholders present shall choose one of their number to be Chairman
      failing which the Issuer may appoint a Chairman. The Chairman of an
      adjourned meeting need not be the same person as was Chairman of the
      meeting from which the adjournment took place.

7.    At any meeting one or more Eligible Persons present and holding or
      representing in the aggregate not less than five per cent. in principal
      amount of the Notes for the time being outstanding shall (except for the
      purpose of passing an Extraordinary Resolution) form a quorum for the
      transaction of business and no business (other than the choosing of a
      Chairman) shall be transacted at any meeting unless the required quorum is
      present at the commencement of business. The quorum at any meeting for
      passing an Extraordinary Resolution shall (subject as provided below) be
      one or more Eligible Persons present and holding or representing in the
      aggregate not less than 50 per cent. in principal amount of the Notes for
      the time being outstanding, provided that at any meeting the business of
      which includes any of the following matters (each of which shall only be
      capable of being effected after having been approved by Extraordinary
      Resolution):

      (a)   modification of the maturity date of the Notes or reduction or
            cancellation of the principal amount payable at maturity; or

      (b)   reduction or cancellation of the amount payable or modification of
            the payment date in respect of any interest in respect of the Notes
            or variation of the method of calculating the rate of interest in
            respect of the Notes; or

      (c)   modification of the currency in which payments under the Notes are
            to be made; or

      (d)   modification of the majority required to pass an Extraordinary
            Resolution; or

      (e)   the sanctioning of any scheme or proposal described in paragraph
            19(f); or

      (f)   alteration of this proviso or the proviso to paragraph 9 below,

      the quorum shall be one or more Eligible Persons present and holding or
      representing in the aggregate not less than two-thirds in principal amount
      of the Notes for the time being outstanding.

8.    If within 15 minutes (or such longer period not exceeding 30 minutes as
      the Chairman may decide) after the time appointed for any meeting a quorum
      is not present for the transaction of any particular business, then,
      subject and without prejudice to the transaction of the business (if any)
      for which a quorum is present, the meeting shall if convened by
      Noteholders be dissolved. In any other case it shall be adjourned to the
      same day in the next week (or if that day is a public holiday the next
      following business day) at the same time and place (except in the case of
      a meeting at which an Extraordinary Resolution is to be proposed in which
      case it shall be adjourned for a period being not less than 14 clear days
      nor more than 42 clear days and at a place appointed by the Chairman and
      approved by the Agent). If within 15 minutes (or a longer period not
      exceeding 30 minutes as the Chairman may decide) after the time appointed
      for any adjourned meeting a quorum is not present for the transaction of
      any particular business, then, subject and without prejudice to the
      transaction of the business (if any) for which a quorum is present, the
      Chairman may either dissolve the meeting or adjourn

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      it for a period, being not less than 14 clear days (but without any
      maximum number of clear days) and to a place as may be appointed by the
      Chairman (either at or after the adjourned meeting) and approved by the
      Fiscal Agent, and the provisions of this sentence shall apply to all
      further adjourned meetings.

9.    At any adjourned meeting one or more Eligible Persons present (whatever
      the principal amount of the Notes so held or represented by them) shall
      (subject as provided below) form a quorum and shall (subject as provided
      below) have power to pass any Extraordinary Resolution or other resolution
      and to decide upon all matters which could properly have been dealt with
      at the meeting from which the adjournment took place had the required
      quorum been present, provided that at any adjourned meeting the business
      of which includes any of the matters specified in the proviso to paragraph
      7 the quorum shall be one or more Eligible Persons present and holding or
      representing in the aggregate not less than one-third in principal amount
      of the Notes for the time being outstanding.

10.   Notice of any adjourned meeting at which an Extraordinary Resolution is to
      be submitted shall be given in the same manner as notice of an original
      meeting but as if 10 were substituted for 21 in paragraph 5 and the notice
      shall state the relevant quorum. Subject to this it shall not be necessary
      to give any notice of an adjourned meeting.

CONDUCT OF BUSINESS AT MEETINGS

11.   Every question submitted to a meeting shall be decided in the first
      instance by a show of hands and in the case of an equality of votes the
      Chairman shall both on a show of hands and on a poll have a casting vote
      in addition to the vote or votes (if any) to which he may be entitled as
      an Eligible Person.

12.   At any meeting, unless a poll is (before or on the declaration of the
      result of the show of hands) demanded by the Chairman or the Issuer, the
      Guarantor or by any Eligible Person present (whatever the principal amount
      of the Notes held by him), a declaration by the Chairman that a resolution
      has been carried or carried by a particular majority or lost or not
      carried by a particular majority shall be conclusive evidence of the fact
      without proof of the number or proportion of the votes recorded in favour
      of or against the resolution.

13.   Subject to paragraph 15, if at any meeting a poll is demanded it shall be
      taken in the manner and, subject as provided below, either at once or
      after an adjournment as the Chairman may direct and the result of the poll
      shall be deemed to be the resolution of the meeting at which the poll was
      demanded as at the date of the taking of the poll. The demand for a poll
      shall not prevent the continuance of the meeting for the transaction of
      any business other than the motion on which the poll has been demanded.

14.   The Chairman may, with the consent of (and shall if directed by) any
      meeting, adjourn the meeting from time to time and from place to place. No
      business shall be transacted at any adjourned meeting except business
      which might lawfully (but for lack of required quorum) have been
      transacted at the meeting from which the adjournment took place.

15.   Any poll demanded at any meeting on the election of a Chairman or on any
      question of adjournment shall be taken at the meeting without adjournment.

16.   Any director or officer of the Issuer or the Guarantor and their
      respective lawyers and financial advisers may attend and speak at any
      meeting. Subject to this, but without prejudice to the proviso to the
      definition of OUTSTANDING in clause 2 of this Agreement, no person shall
      be entitled to attend and speak nor shall any person be entitled to vote
      at any meeting of the Noteholders or join with others in requiring the
      convening of a meeting unless he is an

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      Eligible Person. No person shall be entitled to vote at any meeting in
      respect of Notes held by, for the benefit of, or on behalf of the Issuer,
      the Guarantor or any Subsidiary of the Issuer or the Guarantor. Nothing
      contained in this paragraph shall prevent any of the proxies named in any
      block voting instruction from being a director, officer or representative
      of or otherwise connected with the Issuer or the Guarantor.

17.   Subject as provided in paragraph 16, at any meeting:

      (a)   on a show of hands every Eligible Person present shall have one
            vote; and

      (b)   on a poll every Eligible Person present shall have one vote in
            respect of each (euro)50,000, or such other amount as the Fiscal
            Agent shall in its absolute discretion specify in principal amount
            of Notes in respect of which he is an Eligible Person.

      Without prejudice to the obligations of the proxies named in any block
      voting instruction, any person entitled to more than one vote need not use
      all his votes or cast all the votes to which he is entitled in the same
      way.

18.   The proxies named in any block voting instruction need not be Noteholders.

19.   A meeting of the Noteholders shall in addition to the powers set out above
      have the following powers exercisable only by Extraordinary Resolution
      (subject to the provisions relating to quorum contained in paragraphs 7
      and 9), namely:

      (a)   power to approve any compromise or arrangement proposed to be made
            between the Issuer and the Guarantor and the Noteholders and
            Couponholders or any of them;

      (b)   power to approve any abrogation, modification, compromise or
            arrangement in respect of the rights of the Noteholders and
            Couponholders against the Issuer and the Guarantor or against any of
            their property whether these rights arise under this Agreement, the
            Notes or the Coupons or otherwise;

      (c)   power to agree to any modification of the provisions contained in
            this Agreement or the Conditions, the Notes or the Guarantee which
            is proposed by the Issuer or the Guarantor;

      (d)   power to give any authority or approval which under the provisions
            of this Schedule or the Notes is required to be given by
            Extraordinary Resolution;

      (e)   power to appoint any persons (whether Noteholders or not) as a
            committee or committees to represent the interests of the
            Noteholders and to confer upon any committee or committees any
            powers or discretions which the Noteholders could themselves
            exercise by Extraordinary Resolution;

      (f)   power to approve any scheme or proposal for the exchange or sale of
            the Notes for, or the conversion of the Notes into, or the
            cancellation of the Notes in consideration of, shares, stock, notes,
            bonds, debentures, debenture stock and/or other obligations and/or
            securities of the Issuer or the Guarantor or any other company
            formed or to be formed, or for or into or in consideration of cash,
            or partly for or into or in consideration of shares, stock, notes,
            bonds, debentures, debenture stock and/or other obligations and/or
            securities as stated above and partly for or into or in
            consideration of cash; and

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      (g)   power to approve the substitution of any entity in place of (i) the
            Issuer (or any previous substitute) as the principal debtor in
            respect of the Notes and the Coupons or (ii) the Guarantor (or any
            previous substitute) as guarantor under the Guarantee.

20.   Any resolution passed at a meeting of the Noteholders duly convened and
      held in accordance with the provisions of this Schedule shall be binding
      upon all the Noteholders whether present or not present at the meeting and
      whether or not voting and upon all Couponholders and each of them shall be
      bound to give effect to the resolution accordingly and the passing of any
      resolution shall be conclusive evidence that the circumstances justify its
      passing. Notice of the result of voting on any resolution duly considered
      by the Noteholders shall be published in accordance with Condition 12 by
      the Issuer within 14 days of the result being known provided that
      non-publication shall not invalidate the resolution.

21.   The expression EXTRAORDINARY RESOLUTION when used in this Schedule means
      (a) a resolution passed at a meeting of the Noteholders duly convened and
      held in accordance with the provisions of this Schedule by a majority
      consisting of not less than 75 per cent. of the persons voting on the
      resolution upon a show of hands or, if a poll was duly demanded, by a
      majority consisting of not less than 75 per cent. of the votes given on
      the poll or (b) a resolution in writing signed by or on behalf of all the
      Noteholders, which resolution in writing may be contained in one document
      or in several documents in similar form each signed by or on behalf of one
      or more of the Noteholders.

22.   Minutes of all resolutions and proceedings at every meeting shall be made
      and duly entered in books to be from time to time provided for that
      purpose by the Issuer and any minutes signed by the Chairman of the
      meeting at which any resolution was passed or proceedings had shall be
      conclusive evidence of the matters contained in them and, until the
      contrary is proved, every meeting in respect of the proceedings of which
      minutes have been made shall be deemed to have been duly held and convened
      and all resolutions passed or proceedings had at the meeting to have been
      duly passed or had.

23.   Subject to all other provisions contained in this Schedule, the Fiscal
      Agent may without the consent of the Issuer, the Guarantor, the
      Noteholders or the Couponholders prescribe any other regulations regarding
      the calling and/or the holding of meetings of Noteholders and attendance
      and voting at them as the Fiscal Agent may in its sole discretion think
      fit (including, without limitation, the substitution for periods of 24
      hours and 48 hours referred to in this Schedule of shorter periods). Any
      regulations prescribed by the Fiscal Agent may but need not reflect the
      practices and facilities of any relevant clearing system. Notice of any
      other regulations may be given to Noteholders in accordance with Condition
      12 and/or at the time of service of any notice convening a meeting.

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KELLOGG EUROPE COMPANY LIMITED

By: /s/ Joel Wittenberg

KELLOGG COMPANY

By: /s/ Gary Pilnick

HSBC BANK PLC (as Fiscal Agent and Agent Bank)

By: /s/ Julie Fort

HSBC INSTITUTIONAL TRUST SERVICES (IRELAND) LIMITED

By: /s/ Julie Fort

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