Officer and Director Stock ~~Ownership~~Ownership.

The following table shows the number of shares of Kellogg common stock ~~of the Company~~ beneficially owned as of January 15, ~~2006,~~2007, by each ~~director and nominee for director,~~non-employee Director, each executive officer included in the Summary Compensation Table and all ~~directors, nominees,~~Directors and executive officers as a group.

Common Stock

Name Shares Beneficially Owned(1) Units(2)

John A. Bryant 559,831 -0-
Benjamin S. Carson, Sr.(3) 44,627 -0-
John T. Dillon(3)(4) 43,912 -0-
Claudio X. Gonzalez(3) 53,055 18,198
Gordon Gund(3)(5) 66,189 44,806
Carlos M. Gutierrez(6) -0- -0-
Alan F. Harris(7) 820,146 -0-
James M. Jenness(3)(8) 360,678 8,850
Dorothy A. Johnson(3) 53,384 13,477
L. Daniel Jorndt(3) 76,933 6,944
Ann McLaughlin Korologos(3) 53,199 13,710
A. D. David Mackay 1,231,802 -0-
Jeffrey W. Montie 444,004 -0-
William D. Perez(3) 42,706 2,510
William C. Richardson(3)(8) 45,319 17,080
John L. Zabriskie(3) 50,755 15,289
All directors, nominees, and executive officers as a group(9)(10) 5,121,368 140,864


					Deferred Stock		Total Beneficial
Name	Shares(1)		Options(2)		Units(3)		Ownership(4)		Percentage

Non-Employee Directors
B. S. Carson Sr.		16,674		35,000		0		51,674		*
J. T. Dillon(5)		17,151		33,750		0		50,901		*
C. X. Gonzalez		30,434		29,999		20,569		81,002		*
G. Gund(6)		47,014		26,376		47,915		121,305		*
D. A. Johnson		31,082		29,715		15,536		76,333		*
L. D. Jorndt		64,572		19,270		9,086		92,928		*
A. M. Korologos		25,431		35,000		15,004		75,435		*
W. C. Richardson(7)(8)		17,403		35,000		17,486		69,889		*
J. L. Zabriskie		26,084		31,800		17,947		75,831		*
Named Executive Officers
J. M. Boromisa(9)		108,130		270,519		0		378,649		*
J. A. Bryant		125,188		514,668		0		639,856		*
A. F. Harris(10)		168,037		667,912		0		835,949		*
J. W. Montie		111,522		425,469		0		536,991		*
All Directors and executive officers as a group (20 persons)(11)		1,376,923		4,800,684		152,604		6,330,211		1.6	%


*		Less than 1%.

(1)		Represents the number of shares beneficially owned, excluding shares which may be acquired through exercise of stock options and units held under the Deferred Compensation Plan for Non-Employee Directors. Includes the following number of shares held in Kellogg’s Grantor Trust for Non-Employee Directors which ~~the named persons have the right~~are subject to ~~acquire through exercise of an option, or otherwise, by March 15, 2006: Mr. Bryant, 434,110 shares;~~restrictions on investment: Dr. Carson, ~~30,000~~15,374 shares; Mr. Dillon, ~~28,750~~12,901 shares; Mr. Gonzalez, ~~24,999~~22,098 shares; Mr. Gund, ~~22,577 shares; Mr. Gutierrez, 0 shares; Mr. Harris, 660,015~~21,990 shares; Mr. Jenness, ~~304,704~~9,399 shares; Ms. Johnson, ~~24,715~~14,411 shares; Mr. Jorndt, ~~14,270~~9,462 shares; Ms. McLaughlin Korologos ~~30,000 shares; Mr. Mackay, 1,007,308 shares; Mr. Montie, 325,912 shares; Mr. Perez, 24,082~~21,759 shares; Dr. Richardson, ~~30,000~~17,003 shares; Dr. Zabriskie, ~~26,800~~18,884 shares; and all ~~directors, nominees, and executive officers~~Directors as a group, ~~3,956,908~~163,282 shares. These numbers exclude the shares held in the Deferred Compensation Plan for Non-Employee Directors.

(2)		Represents shares which may be acquired through exercise of stock options as of January 15, 2007 or within 60 days after that date.

(3)		Represents the number of common stock units held under the Deferred Compensation Plan for Non-Employee Directors as of January 15, ~~2006.~~2007. The deferred stock units, or DSUs, have no voting rights. For additional information, refer to “2006 Non-Employee Director Compensation and Benefits — Elective Deferral Program” for a description of this plan.

~~(3)~~ (4)	~~Includes~~	None of the ~~following number of~~ shares held in the Company’s Grantor Trust for Non-Employee Directors which are subject to restrictions on investment: Dr. Carson, 13,327 shares; Mr. Dillon, 10,912 shares; Mr. Gonzalez, 19,895 shares; Mr. Gund, 19,789 shares; Mr. Jenness, 9,181 shares; Ms. Johnson, 12,386 shares; Mr. Jorndt, 7,553 shares; Ms. McLaughlin Korologos, 19,564 shares; Mr. Perez, 11,164 shares; Dr. Richardson, 14,919 shares; Dr. Zabriskie, 16,755 shares; and all directorslisted have been pledged as ~~a group, 155,444 shares.~~collateral.

~~(4)~~ (5)		Includes 250 shares held for the benefit of a minor son, over which Mr. Dillon disclaims beneficial ownership.

~~(5)~~ (6)		Includes 10,000 shares owned by Mr. Gund’s wife. Gordon Gund disclaims beneficial ownership of the shares beneficially owned by his wife and George Gund ~~III disclosed above under “Five Percent Holders.”~~III.

~~(6)~~ (7)	~~Mr. Gutierrez resigned~~	Dr. Richardson retired as a Director on February 16, 2007. He recently retired from his ~~positions with~~role as trustee of the ~~Company~~Kellogg Trust. Sterling K. Speirn, who was elected to the Board effective ~~February 7, 2005.~~March 1, 2007 to fill Dr. Richardson’s position, did not beneficially own any Kellogg common stock as of the date of this table.

~~(7)~~ (8)		Does not include shares owned by the Kellogg Trust, as to which Mr. Jenness and Dr. Richardson, as trustees of the Kellogg Trust as of the date of this table, share voting and investment power, or shares as to which the Kellogg Trust


		or the Kellogg Foundation have current beneficial interest. Dr. Richardson retired from his role as trustee of the Kellogg Trust on January 31, 2007. Mr. Speirn filled the vacancy created by Dr. Richardson’s retirement from the position of trustee of the Kellogg Trust.

(9)		Includes 2,002 shares held by his children, over which Mr. Boromisa disclaims beneficial ownership.

(10)		Includes 8,825 shares owned by Mr. Harris’ wife.

~~(8)~~ (11)	~~Does not include~~	Includes 20,785 shares owned by, or held for the ~~W. K. Kellogg Foundation Trust, as to which Mr. Jenness and Dr. Richardson, as trustees~~benefit of, ~~the Trust, share voting and investment power or shares as to which the Trust or the Foundation have current beneficial interests.~~

~~(9)~~	~~Includes 20,740 shares owned by~~ spouses; ~~2,925~~2,980 shares owned by, or held for the benefit of, children, over which the applicable ~~director, nominee,~~Director, or executive officer disclaims beneficial ownership; ~~43,063~~42,859 shares held in ~~the~~

~~Company’s~~Kellogg’s Savings ~~and~~& Investment Plans, which contain some restrictions on investment; and ~~145,129~~119,429 restricted shares, which contain some restrictions on investment.


~~(10)~~	~~Represents approximately 1.3% of the Company’s issued and outstanding common stock.~~

Section 16(a) Beneficial Ownership Reporting ~~Compliance~~Compliance.

Section 16(a) of the Securities Exchange Act of 1934 requires ~~the Company’s directors,~~Kellogg’s Directors, executive officers, and greater-than-10% ~~Share Owners~~Shareowners to file reports with the Securities and Exchange ~~Commission (“SEC”).~~Commission. SEC regulations require ~~the Company~~us to identify anyone who filed a required report late during the most recent fiscal year. Based on our review of these reports and written certifications provided to ~~the Company,~~us, we believe that the filing requirements for all of these reporting persons ~~timely~~were complied with, ~~their filing requirements.~~except that two Form 4s for each of Mr. Gund, Mr. Gonzalez, Dr. Zabriskie and Ms. McLaughlin Korologos were inadvertently filed late. A Form 4 was filed in October 2006 for each of these Directors reporting these transactions.

CORPORATE GOVERNANCE

~~Report~~Board-Adopted Corporate Governance Guidelines. We operate under corporate governance principles and practices that are designed to maximize long-term Shareowner value, align the interests of the Board and management with those of Kellogg’s Shareowners and promote high ethical conduct among Kellogg’s Directors and employees. The Board has focused on continuing to build upon our strong corporate governance practices over the years. The Board’s current corporate governance guidelines include the following:


	•	A majority of the Directors, and all of the members of the Audit, Compensation, and Nominating and Governance Committees, are required to meet the independence requirements of the New York Stock Exchange.

	•	One of the Directors is designated a Lead Director, who approves proposed meeting agendas and schedules, may call executive sessions of the non-employee Directors and establishes a method for Shareowners and other interested parties to use in communicating with the Board.

	•	The Board reviews succession planning at least once per year.

	•	The Board and each Board committee have the power to hire independent legal, financial or other advisors as they may deem necessary, at Kellogg’s expense.

	•	Non-employee Directors meet in executive session at least three times annually.

	•	The Board and Board committees conduct annual self-evaluations.

	•	The independent members of the Board use the recommendations from the Nominating and Governance Committee and Compensation Committee to conduct an annual review of the CEO’s performance and determine the CEO’s compensation.

	•	Non-employee Directors who change their principal responsibility or occupation from that held when they were elected shall offer his or her resignation for the Board to consider continued appropriateness of Board membership under the circumstances.

	•	Directors have free access to Kellogg officers and employees.

	•	Continuing education is provided to Directors consistent with our Board Education Policy.

	•	No Director may be nominated for a new term if he or she would be seventy-two or older at the time of election.

	•	No Director shall serve as a Director, officer or employee of a competitor.

	•	All Directors are expected to comply with stock ownership guidelines for Directors, under which they are generally expected to hold at least five times their annual cash retainer in stock and stock equivalents.

Majority Voting for Directors; Director Resignation Policy. In an uncontested election of Directors (that is, an election where the number of nominees is equal to the number of seats open) any nominee for Director who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to the Nominating and Governance Committee (following certification of the Shareowner vote) for consideration in accordance with the following procedures.

The Nominating and Governance Committee would promptly consider such resignation and recommend to the Qualified Independent Directors (as defined below) the action to be taken with respect to such offered resignation, which may include (1) accepting the resignation; (2) maintaining the Director but addressing what the Qualified Independent Directors believe to be the underlying cause of the withheld votes; (3) determining that the Director will not be renominated in the future for election; or (4) rejecting the resignation. The Nominating and Governance Committee would consider all relevant factors including, without limitation, (a) the stated reasons why votes were withheld from such Director; (b) any alternatives for curing the underlying cause of the withheld votes; (c) the tenure and qualifications of the Director; (d) the Director’s past and expected future contributions to Kellogg; (e) Kellogg’s Director criteria; (f) Kellogg’s Corporate Governance Guidelines; and (g) the overall composition of the Board, including whether accepting the resignation would cause Kellogg to fail to meet any applicable SEC or NYSE requirement.

The Qualified Independent Directors would act on the Nominating and Governance Committee’s recommendation no later than 90 days following the date of the Shareowners’ meeting where the election occurred. In considering the Nominating and Governance Committee’s recommendation, the Qualified Independent Directors would consider the

factors considered by the Nominating and Governance Committee and such additional information and factors the Board believes to be relevant. Following the Qualified Independent Directors’ decision, Kellogg would promptly disclose in a current report onForm 8-K the decision whether to accept the resignation as tendered (providing a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation).

To the extent that any resignation is accepted, the Nominating and Governance Committee would recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

Any Director who tenders his or her resignation pursuant to this provision would not participate in the Nominating and Governance Committee’s recommendation or Qualified Independent Directors’ consideration regarding whether to accept the tendered resignation. Prior to voting, the Qualified Independent Directors would afford the Director an opportunity to provide any information or statement that he or she deems relevant. If a majority of the members of the Nominating and Governance Committee received a greater number of votes “withheld” from their election than votes “for” their election at the same election, then the remaining Qualified Independent Directors who are on the Board who did not receive a greater number of votes “withheld” from their election than votes “for” their election (or who were not standing for election) would consider the matter directly or may appoint a Board committee amongst themselves solely for the purpose of considering the tendered resignations that would make the recommendation to the Board whether to accept or reject them.

For purposes of this policy, the term “Qualified Independent Directors” means:


	•	All Directors who (1) are independent Directors (as defined in accordance with the NYSE Corporate Governance Rules) and (2) are not required to offer their resignation in accordance with this policy.

	•	If there are fewer than three independent Directors then serving on the Board who are not required to offer their resignations in accordance with this policy, then the Qualified Independent Directors shall mean all of the independent Directors and each independent Director who is required to offer his or her resignation in accordance with this Policy shall recuse himself or herself from the deliberations and voting only with respect to his or her individual offer to resign.

Director Independence. The Board has determined that all current Directors (other than Mr. Jenness and Mr. Mackay) are independent based on the following standards: (a) no entity (other than a charitable entity) of which a Director is an employee in any position or any immediate family member (as defined) is an executive officer, made payments to, or received payments from, Kellogg and its subsidiaries in any of the 2006, 2005, or 2004 fiscal years in excess of the greater of (1) $1,000,000 or (2) two percent of that entity’s annual consolidated gross revenues; (b) no Director, or any immediate family member employed as an executive officer of Kellogg or its subsidiaries, received in any twelve month period within the last three years more than $100,000 per year in direct compensation from Kellogg or its subsidiaries, other than Director and committee fees and pension or other forms of deferred compensation for prior service not contingent in any way on continued service; (c) Kellogg did not employ a Director in any position, or any immediate family member as an executive officer, during the past three years; (d) no Director was currently employed by the present or former independent or internal Kellogg auditor (“Auditor”), no immediate family member of a Director was a current partner of the Auditor, no Director or immediate family member was an employee of the Auditor who personally worked on our audit during the past three years and no immediate family member of a Director was a current employee of the Auditor and participated in the Auditor’s audit, assurance or tax compliance practice; (e) no Director or immediate family member served as an executive officer of another company during the past three years at the same time as a current executive officer of Kellogg served on the compensation committee of such company; and (f) no other material relationship exists between any Director and Kellogg or our subsidiaries. The Board also determined that Mr. Perez and Dr. Richardson met the above standards for Director independence in 2006 while they served as Directors.

In connection with its independence determinations for Mr. Speirn, the Board noted that Kellogg entered into two agreements with the W. K. Kellogg Foundation Trust (the “Kellogg Trust”), one dated as of November 8, 2005 (the “2005 Agreement”) and one dated as of February 16, 2006 (the “2006 Agreement,” and together with the 2005 Agreement, the “Agreements”) under which we repurchased a total of 22,156,318 shares of our common stock from the Kellogg Trust for an aggregate cash purchase price of $950,000,000 (collectively, the “Trust Transactions”). Mr. Speirn, a recently elected Kellogg Director, became a trustee of the Kellogg Trust in January 2007 and became the President and Chief Executive Officer of the W. K. Kellogg Foundation (the “Kellogg Foundation”), a charitable foundation that is the sole beneficiary of the Kellogg Trust, in January 2006. In connection with Mr. Speirn’s election to the Board, the Board determined that

Mr. Speirn was independent under the NYSE listing standards, and that the Agreements and the Trust Transactions were not material for these purposes. In reaching this conclusion, the Board took into account that:


	•	the Agreement and the contemplated Trust Transactions were each negotiated on an arm’s-length basis and, on behalf of the full Board, by a committee of the Board comprised of independent Directors (with Directors who are affiliated with the Kellogg Trust or Kellogg Foundation not participating in the deliberations or approval);

	•	Mr. Speirn, and his predecessor, Dr. William C. Richardson, did not participate in any of the Board deliberations regarding the Agreements or any of the Trust Transactions;

	•	the price of the shares sold in the Trust Transactions was based on a discount to market;

	•	Mr. Speirn is not a beneficiary of the Kellogg Trust or of the Kellogg Foundation;

	•	Mr. Speirn’s compensation with respect to his service to the Kellogg Trust and the Kellogg Foundation was not related to the Kellogg Trust Transactions; and

	•	Mr. Speirn did not and will not receive, directly or indirectly, any of the proceeds of, or other interest in, the Kellogg Trust Transaction.

The Board also considered commercial ordinary-course transactions with respect to several Directors as it assessed independence status, including transactions relating to purchasing supplies, selling product and marketing arrangements. The Board concluded that these transactions did not impair Director independence for a variety of reasons including that the amounts in question were considerably under the thresholds set forth in our independence standards and the relationships were not deemed material.

Shareowner Recommendations for Director Nominees. The Nominating and Governance Committee will consider Shareowner nominations for membership on the Board. For the 2008 Annual Meeting of Shareowners, nominations may be submitted to the Office of the Secretary, Kellogg Company, One Kellogg Square, Battle Creek, Michigan 49017, which will forward them to the Chairman of the Nominating and Governance Committee. Recommendations must be in writing and we must receive the recommendation not earlier than the 120th day prior to the 2008 annual meeting and not later than February 3, 2008. Recommendations must also include certain other requirements specified in our bylaws.

The Nominating and Governance Committee believes that all nominees must, at a minimum, meet the criteria set forth in the Board’s Code of Conduct and the Corporate Governance Guidelines, which specify, among other things, that the Nominating and Governance Committee will consider criteria such as independence, diversity, age, skills and experience in the context of the needs of the Board. The Nominating and Governance Committee also will consider a combination of factors for each nominee, including (1) the nominee’s ability to represent all Shareowners without a conflict of interest; (2) the nominee’s ability to work in and promote a productive environment; (3) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director; (4) whether the nominee has demonstrated the high level of character and integrity that we expect; (5) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a multi-national, publicly-traded company; and (6) the nominee’s ability to apply sound and independent business judgment.

When filling a vacancy on the Board, the Nominating and Governance Committee identifies the desired skills and experience of a new director in light of the criteria described above and the skills and experience of the then-current Directors. The Nominating and Governance Committee may, as it has done in the past, engage third parties to assist in the search and provide recommendations. Also, Directors are generally asked to recommend candidates for the position. The candidates would be evaluated based on the process outlined in the Corporate Governance Guidelines and the Nominating and Governance Committee charter, and the same process would be used for all candidates, including candidates recommended by Shareowners.

Communication with the Board. Mr. Gund, the Chairman of the Nominating and Governance Committee and the Lead Director, usually presides at executive sessions of the independent members of the Board. Mr. Gund may be contacted at gordon.gund@kellogg.com. Any communications which Shareowners may wish to send to the Board may be directly sent to Mr. Gund at thise-mail address.

Attendance at Annual Meetings. All Directors properly nominated for election are expected to attend the annual meeting of Shareowners. All of our Directors attended the 2006 annual meeting of Shareowners.

Code of Ethics. We have adopted the Code of Conduct for Kellogg Company Directors and Global Code of Ethics for Kellogg Company employees (including the chief executive officer, chief financial officer and corporate controller). Any amendments to or waivers of the Global Code of Ethics applicable to our chief executive officer, chief financial officer or corporate controller will be posted on www.kelloggcompany.com. There were no amendments to or waivers of the Global Code of Ethics in 2006.

Availability of Corporate Governance Documents. Copies of the Corporate Governance Guidelines, the Charters of the Audit, ~~Committee~~

~~The Audit Committee oversees the Company’s financial reporting process on behalf~~Compensation, and Nominating and Governance Committees of the Board, the Code of ~~Directors.~~ Conduct for Kellogg Company Directors, and Global Code of Ethics for Kellogg Company employees can be found on the Kellogg Company website at www.kelloggcompany.com under “Corporate Governance.” Shareowners may also request a free copy of these documents from: Kellogg Company, P.O. Box CAMB, Battle Creek, Michigan49016-1986 (phone:(800) 961-1413), Ellen Leithold of the Investor Relations Department at that same address (phone:(269) 961-2800) or investor.relations@kellogg.com.

BOARD AND COMMITTEE MEMBERSHIP

The ~~Committee is composed~~Board has the following standing committees: Audit, Compensation, Nominating and Governance, Finance, Social Responsibility, Consumer Marketing and Executive.

The Board held eight meetings in 2006. All of ~~four independent (as defined by~~ the ~~New York Stock Exchange Listing Standards) directors, met six times in 2005,~~incumbent Directors attended at least 75% of the total number of meetings of the Board and ~~operates under~~of all Board committees of which the Directors were members during 2006.

The table below provides 2006 membership and meeting information for each Board committee:

Nominating

and

Social

Consumer

Name

Audit

Compensation

Governance

Finance

Responsibility

Marketing

Executive

B. S. Carson Sr.

Chair

J. T. Dillon

Chair

C. X. Gonzalez

G. Gund

Chair

J. M. Jenness(1)

Chair

D. A. Johnson

L. D. Jorndt

A. D. D. Mackay(1)

A. M. Korologos

W. D. Perez(2)

Chair

W. C. Richardson(3)

Chair

J. L. Zabriskie

Chair

2006 Meetings


(1)		Mr. Jenness and Mr. Mackay attend committee meetings as members of management, other than portions of those meetings held in executive session.

(2)		Mr. Perez resigned as a Director on November 14, 2006, in connection with being named president and chief executive officer of Wm. Wrigley Jr. Company.

(3)		Dr. Richardson retired as a Director on February 16, 2007. He was a trustee of the Kellogg Trust until his retirement on January 31, 2007. Mr. Speirn, who was elected to the Board effective March 1, 2007 to fill the vacancy created by Dr. Richardson’s retirement, was appointed to the Social Responsibility and Consumer Marketing Committees.

Audit Committee. Pursuant to a written charter, ~~last amended by~~the Audit Committee, among other responsibilities, assists the Board ~~of Directors~~ in February 2006, which is posted on the Company’s website at http://investor.kelloggs.com/governance.cfm and is attached as Annex I. As provided in the Charter, the Committee’s oversight responsibilities include monitoring the integrity of ~~the Company’s~~our financial statements, ~~(including reviewing financial information, the systems of internal controls, the audit process and~~ the independence and performance of our independent registered public accountants, the ~~Company’s~~performance of our internal audit function and independent registered public ~~accountants)~~accountants and ~~the Company’s~~our compliance with legal and regulatory requirements. However, management has the primary responsibility for the financial statements and the reporting process, including the Company’s systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements to be included in the 2005 Annual Report on Form ~~10-K~~ ~~with management, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls.~~

The Committee reviewed with the independent registered public accountants, PricewaterhouseCoopers LLP, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality and acceptability of the Company’s financial reporting, internal control and such other matters as are required to be discussed with the Committee under generally accepted auditing standards. In addition, the Committee has discussed with the independent registered public accountants the matters required to be discussed by Statement on Auditing Standards No. 61,~~“Communications With Audit Committees,”~~~~No. 89,~~~~“Audit Adjustments”~~~~and No. 90~~“Audit Committee, ~~Communications.”~~

~~The Committee has discussed with the independent registered public accountants their independence from the Company~~or its Chairman, also pre-approves all audit, internal control-related and ~~its management, including matters in the written disclosures~~permitted non-audit engagements and ~~the letter from the independent registered public accountants required by Independent Standards Board Standard No. 1,~~~~“Independence Discussions With Audit Committees.”~~ ~~The Committee also has considered whether the provision~~services by the independent registered public accountants ~~of non-audit professional services is compatible~~and their affiliates. It also discussesand/or reviews specified matters with, ~~maintaining their independence.~~and receives specified information

or assurances from, Kellogg management and the independent registered public accountants. The Committee also ~~discussed with~~has the Company’s internal auditors and independent registered public accountants the overall scope and plans for their respective audits. The Committee meets periodically with the internal auditors and independent registered public accountants, with and without management present,sole authority to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Committee also meets privately withappoint or replace the independent registered public accountants, ~~General Counsel,~~which directly report to the Audit Committee, and is directly responsible for the compensation and oversight of the independent registered public accountants. Each member of the Audit Committee has been determined by the Board to be an “audit committee financial expert,” as that term is defined in paragraph (h) of Item 401 of SECRegulation S-K. Each member has experience actively supervising a principal financial officerand/or principal accounting officer. Each of the Committee members meets the independence requirements of the New York Stock Exchange.

Compensation Committee. Pursuant to a written charter, the Compensation Committee, among other responsibilities, reviews and makes recommendations for the compensation of senior management personnel and monitors overall compensation for senior executives; reviews and recommends, subject to approval by the independent members of the Board, the corporate goals and objectives and compensation of the Chief Executive Officer; has sole authority to retain or terminate any compensation consultant used to evaluate senior executive compensation; oversees and administers employee benefit plans to the extent provided in those plans; and reviews trends in management compensation. The Committee may form and delegate authority to subcommittees or the Chair when appropriate. To assist the Compensation Committee in discharging its responsibilities, the Committee has retained an independent compensation consultant — Towers Perrin. The consultant reports directly to the Compensation Committee. Other than the work it performs for the Compensation Committee and the Board, Towers Perrin does not provide any consulting services to Kellogg or its executive officers.

Each year, Towers Perrin presents the Compensation Committee with peer group benchmarking data and information about other relevant market practices and trends, and makes recommendations to the Compensation Committee regarding target levels for various elements of total compensation for senior executives, which the Compensation Committee reviews and considers in its deliberations. The CEO makes recommendations to the Compensation Committee regarding the compensation package for each of the NEOs (other than himself). Based on its review of the peer group information, individual performance (taking into account input from the CEO), input from the compensation consultant and other factors, the Compensation Committee makes recommendations to the Board regarding the compensation for the CEO and the other NEOs. The independent members of the Board, meeting in executive session, determine the compensation of the CEO. The full Board determines the compensation of the other NEOs (unless an NEO is also a Director, in which case he abstains from the determination of his own compensation). Each of the Committee members meets the independence requirements of the New York Stock Exchange. For additional information about the Compensation Committee’s processes for establishing and overseeing executive compensation, refer to “Compensation Discussion and Analysis — Our Compensation Methodology.”

Nominating and Governance Committee. Pursuant to a written charter, the Nominating and Governance Committee, among other responsibilities, assists the Board by identifying and reviewing the qualifications of candidates for Directors and in determining the criteria for new Directors; recommends nominees for Director to the Board; recommends committee assignments; reviews annually the Board’s compliance with the Corporate ~~Controller,~~Governance Guidelines; reviews annually the Corporate Governance Guidelines and ~~Vice~~recommends changes to the Board; monitors the performance of Directors and conducts performance evaluations of each Director before the Director’s renomination to the Board; administers the annual evaluation of the Board; provides annually an evaluation of CEO performance used by the independent members of the Board in their annual review of CEO performance; considers and evaluates potential waivers of the Codes of Conduct and Ethics for Directors and senior officers (for which there were none in 2006), and makes a report to the Board on succession planning at least annually; provides an annual review of the independence of Directors to the Board; and reviews Director compensation annually and recommends any changes to the Board. The Chairman of this Committee, as Lead Director, also presides at executive sessions of independent Directors of the Board. Each of the Committee members meets the independence requirements of the New York Stock Exchange.

Finance Committee. Pursuant to a written charter, the Finance Committee, among other responsibilities, reviews matters regarding our financial affairs, such as strategic and operating plans, the financial terms of acquisitions, divestitures, joint ventures and other transactions, short- and long-term financing, foreign exchange management, financial derivatives including commodities and hedging, capital expenditures, dividends and taxes, financial policies including cash flow, borrowing and dividend policy, sales or repurchases of equity and long-term debt, finance, treasury and related functions, insurance programs, pension investment performance and pension plan compliance. The Committee also receives a report from management which covers any off-balance sheet transactions and confirms that Kellogg has not made or arranged for any personal loan to any executive officer or Director.

Social Responsibility Committee. Pursuant to a written charter, the Social Responsibility Committee, among other responsibilities, reviews the manner in which we discharge our social responsibilities and recommends to the Board policies, programs and practices it deems appropriate to enable us to carry out and discharge our social responsibilities. Kellogg views social responsibility as a way of life. This commitment means investing in and enriching communities in which we conduct business, as well as encouraging employee involvement in these activities.

Consumer Marketing Committee. Pursuant to a written charter, the Consumer Marketing Committee reviews, among other responsibilities, matters regarding our marketing activities, including strategies, programs, spending and execution quality in order to help ensure that our marketing is consistent with, and is sufficient to support, our overall strategy and performance goals.

Executive Committee. Pursuant to a written charter, the Executive Committee is generally empowered to act on behalf of the Board between meetings of the Board, with some exceptions.

PROPOSAL 1 — ELECTION OF DIRECTORS

Kellogg’s amended restated certificate of incorporation and bylaws provide that the Board shall be comprised of not less than seven and no more than fifteen Directors divided into three classes as nearly equal in number as possible, and that each Director shall be elected for a term of three years with the term of one class expiring each year.

Four Directors are to be reelected at the 2007 Annual Meeting to serve for a term ending at the 2010 Annual Meeting of Shareowners, and the proxies cannot be voted for a greater number of persons than the number of nominees named. There are currently eleven members of the Board.

The Board recommends that the Shareowners vote “FOR” the following nominees: Benjamin S. Carson, Sr., Gordon Gund, Dorothy A. Johnson and Ann McLaughlin Korologos. Each nominee was proposed for reelection by the Nominating and Governance Committee for consideration by the Board and proposal to the Shareowners.

Nominees for Election for a Three-Year Term Expiring at the 2010 Annual Meeting

BENJAMIN S. CARSON, SR. Dr. Carson, age 55, has served as a Kellogg Director since 1997. He is Professor and Director of Pediatric Neurosurgery, The Johns Hopkins Medical Institutions, a position he has held since 1984, as well as Professor of Oncology, Plastic Surgery, Pediatrics and Neurosurgery at The Johns Hopkins Medical Institutions. Dr. Carson is also a director of Costco Wholesale Corporation.

GORDON GUND. Mr. Gund, age 67, has served as a Kellogg Director since 1986. He is Chairman and Chief Executive Officer of Gund Investment Corporation, which manages diversified investment activities. He is also a director of Corning Incorporated.

DOROTHY A. JOHNSON. Ms. Johnson, age 66, has served as a Kellogg Director since 1998. Ms. Johnson is President of ~~Internal Audit at each in-person meeting.~~

~~In reliance~~the Ahlburg Company, a philanthropic consulting agency, a position she has held since February 2000, and President Emeritus of the Council of Michigan Foundations, which she led as President and Chief Executive Officer from 1975 to 2000 and is on ~~the reviews and the discussions referred to above, the Committee recommended to~~ the Board of Directors of the Corporation for National and Community Service and AAA Michigan. She has been a member of the Board of Trustees of the W. K. Kellogg Foundation since 1980.

ANN MCLAUGHLIN KOROLOGOS. Ms. McLaughlin Korologos, age 65, has served as a Kellogg Director since 1989. She is currently Chairman, RAND Board of Trustees, Chairman Emeritus of The Aspen Institute, a nonprofit organization, and is a former U.S. Secretary of Labor. She is also a director of AMR Corporation (and its subsidiary, American Airlines), Host Hotels & Resorts, Inc. and Harman International Industries, Inc.

Continuing Directors to Serve Until the 2009 Annual Meeting

JOHN T. DILLON. Mr. Dillon, age 68, has served as a Kellogg Director since 2000. He is Vice Chairman of Evercore Capital Partners and a Senior Managing Director of that firm’s investment activities and private equity business. He retired in October 2003 as Chairman of the ~~audited financial statements be included~~Board and Chief Executive Officer of International Paper Company, a position he held since 1996, and retired as Chairman of the Business Roundtable in June 2003. He is a director of the ~~Annual Report on Form~~ ~~10-K~~ ~~for~~following public companies: Caterpillar Inc. and E. I. du Pont de Nemours and Company. He is also a director of the ~~fiscal year~~following privately-held companies: Vertis, Inc. and Specialty Products & Insulation Co.

JAMES M. JENNESS. Mr. Jenness, age 60, has been Kellogg Chairman since February 2005 and has served as a Kellogg Director since 2000. He was Kellogg’s Chief Executive Officer from February 2005 through December 30, 2006, and Chief Executive Officer of Integrated Merchandising Systems, LLC, a leader in outsource management of retail promotion and branded merchandising, from 1997 to December 2004. Before joining Integrated Merchandising Systems, Mr. Jenness served as Vice Chairman and Chief Operating Officer of the Leo Burnett Company from 1996 to 1997 and, before that, as Global Vice Chairman North America and Latin America from 1993 to 1996. He has also been a trustee of the W. K. Kellogg Foundation Trust since 2005. He is also a director of Kimberly-Clark Corporation.

L. DANIEL JORNDT. Mr. Jorndt, age 65, has served as a Kellogg Director since 2002. Mr. Jorndt retired in January 2003 as a director of Walgreen Co. and from his position as Chairman of the Board of Walgreen Co. He had been Chairman of the Board since 1999, was Chief Executive Officer from 1998 to 2002 and was Chief Operating Officer and President from 1990 to 1999. He is also a director of The Investment Company of America.

Continuing Directors to Serve Until the 2008 Annual Meeting

CLAUDIO X. GONZALEZ. Mr. Gonzalez, age 72, has served as a Kellogg Director since 1990. He has been Chairman of the Board and Chief Executive Officer of Kimberly-Clark de Mexico, S.A. de C.V., a producer of consumer disposable tissue products. He is a director of the following public companies: Kimberly-Clark Corporation, General Electric Company, The Home Depot, Inc., The Investment Company of America, Grupo Televisa, America Movil and The Mexico Fund. He is also a director of the following privately-held companies: Grupo ALFA, Grupo Mexico and Grupo Carso.

A. D. DAVID MACKAY. Mr. Mackay, age 51, has served as a Kellogg Director since February 2005. On December 31, 2006, he assumed the role of Kellogg’s President and Chief Executive Officer after having served as Kellogg’s President and Chief Operating Officer since September 2003. Mr. Mackay joined Kellogg Australia in 1985 and held several positions with Kellogg USA, Kellogg Australia and Kellogg New Zealand before leaving Kellogg in 1992. He rejoined Kellogg Australia in 1998 as managing director and was appointed managing director of Kellogg United Kingdom and Republic of Ireland later in 1998. He was named Senior Vice President and President, Kellogg USA in July 2000, Executive Vice President in November 2000 and President and Chief Operating Officer in September 2003. He is also a director of Fortune Brands, Inc.

STERLING K. SPEIRN. Mr. Speirn, age 59, has served as a Kellogg Director since March 1, 2007. He is President and Chief Executive Officer of the W. K. Kellogg Foundation. He is also a trustee of the W. K. Kellogg Foundation Trust. Prior to joining the W. K. Kellogg Foundation in January 2006, he was President of Peninsula Community Foundation from November 1992 to the end of 2005 and served as a director of the Center for Venture Philanthropy, which he co-founded in 1999.

JOHN L. ZABRISKIE. Dr. Zabriskie, age 67, has served as a Kellogg Director since 1995. He is also co-founder and Director of PureTech Ventures, LLC, a firm that co-founds life science companies. In 2001, he became Chairman of the Board of Directors of MacroChem Corporation. In 1999, he retired as Chief Executive Officer of NEN Life Science Products, Inc., a position he had held since 1997. From November 1995 to January 1997, Dr. Zabriskie served as President and Chief Executive Officer of Pharmacia & Upjohn, Inc. Dr. Zabriskie is a director of the following public companies: Array Biopharma, Inc. and MacroChem Corporation. He is also a director of the following privately-held companies: Protein Forest, Inc., Puretech Ventures, L.L.C., ARCA Discovery and Cellicon Biotechnologies.

2006 NON-EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS

Only non-employee Directors receive compensation for their services as Directors. Kellogg’s 2006 compensation package for non-employee Directors was comprised of cash (annual retainers and committee meeting fees), stock awards and stock option grants. The annual pay package is designed to attract and retain highly-qualified, independent professionals to represent our Shareowners and positioned to approximate the median of our peer group. Refer to “Compensation Discussion and Analysis — Our Compensation Methodology” for a description of the companies that make up our peer group. The Nominating and Governance Committee generally reviews our non-employee Director compensation program on an annual basis with Towers Perrin, the independent compensation consultant, including the competitiveness and appropriateness of the program. Although the Nominating and Corporate Governance Committee conducts this review on an annual basis, its general practice is to consider adjustments to Director compensation every other year.

Our compensation package is also designed to create alignment between our Directors and our Shareowners through the use of equity-based grants. In 2006, approximately 55% of non-employee Director pay was in equity and approximately 45% in cash (prior to elective deferrals by the Directors). Actual annual pay varies among Directors based on Board committee memberships, committee chair responsibilities and meetings attended.

2006 compensation for non-employee Directors consisted of the following:


Type of Compensation	Amount

Annual Cash Retainer(1)		$70,000
Annual Stock Options Retainer		5,000 shares
Annual Stock Awards Retainer		1,700 shares
Annual Retainer for Committee Chair:
Audit and Compensation Committees		$10,000
All Other Committees		$5,000
Board or Committee Attendance Fee (per meeting attended):
Board Meeting Fee		$0
Audit Committee Meeting Fee		$2,000
All Other Committee Meetings(2)		$1,500


(1)		The annual cash retainer is paid in quarterly installments.

(2)		No fee is payable for Executive Committee meetings held on the same day as a regular Board meeting.

Stock Option Awards. Stock option grants (1) are made each year on January 31 or the next business day, (2) are exercisable six months after the date of grant, (3) have a ten-year term and (4) are granted with exercise prices equal to the average of the high and low trading prices of our stock on the date of grant. Prior to 2004, we granted “original” options with an accelerated ownership feature (“AOF”). Under the terms of the original option grant, a new option, or “AOF option,” is generally received when Kellogg stock is used to pay the exercise price of a stock option and related taxes. The holder of the option receives an AOF option for the number of shares so used. For AOF options, the expiration date is the same as the original option and the option exercise price is the fair market value of Kellogg’s stock on the date the AOF option is granted. To better align with peer group compensation practices, the Compensation Committee discontinued the use of the accelerated ownership feature in all new option grants to Directors and employees after 2003 and effective in 2007, changed the AOF feature so that AOF options may only be received once each calendar year.

Stock Awards. Stock awards are granted each May 1 or the next business day and are automatically deferred pursuant to the Kellogg Company Grantor Trust for Non-Employee Directors. Under the terms of the Grantor Trust, shares are available to a Director only upon termination of service on the Board.

Business Expenses. The Directors are reimbursed for their business expenses related to their attendance at Kellogg meetings, including room, meals and transportation to and from board and committee meetings. On rare occasions, a Director’s spouse accompanies a Director when traveling on Kellogg business. At times, a Director travels to and from Kellogg meetings on Kellogg corporate aircraft. Directors are also eligible to be reimbursed for attendance at qualified Director education programs.

Director and Officer Liability Insurance and Travel Accident Insurance. Director and officer liability insurance individually insures our Directors and officers against certain losses that they are legally required to pay as a result of their actions while performing duties on our behalf. Kellogg’s D&O insurance policy does not break out the premium for Directors versus officers and, therefore, a dollar amount cannot be assigned for individual Directors. Travel accident insurance provides benefits to each Director in the event of death or disability (permanent and total) during travel on Kellogg corporate aircraft. Our travel accident insurance policy also covers employees and others while traveling on Kellogg corporate aircraft and, therefore, a dollar amount cannot be assigned for individual Directors.

Elective Deferral Program. Non-employee Directors may each year irrevocably elect to defer, under the Deferred Compensation Plan for Non-Employee Directors, all or a portion of their board annual cash retainer, committee Chair annual retainers and committee meeting fees payable for the following year. The amount deferred is credited to an account in the form of units equivalent to the fair market value of our common stock. If the Board declares dividends, a fractional unit representing the dividend is credited to the account of each participating Director. A participant’s account balance is paid in cash or stock, at the election of the Director, upon termination of service as a Director. The balance is paid in a lump sum or over a period from one to ten years at the election of the Director and the unpaid account balance accrues interest annually at the prime rate in effect when the termination of service occurred.

Minimum Stock Ownership Requirement. All non-employee Directors are expected to comply with stock ownership guidelines, under which they are expected to hold at least five times the annual cash retainer in stock or stock equivalents, subject to a five-year phase-in period for newly-elected Directors. As of December 30, 2006, all of the non-employee Directors satisfied this requirement by holding Kellogg common stock or units equivalent in value to at least $350,000 (i.e.,five times the $70,000 annual cash retainer).

Kellogg Matching Grant Program. Directors are eligible to participate in our Corporate Citizenship Fund Matching Grant Program, which is also available to all of our active, full-time U.S. employees. Under this program, our Corporate Citizenship Fund matches 100 percent of donations made to eligible organizations up to a maximum of $10,000 per calendar year for each individual. These limits apply to both employees and Directors.

Discontinued Programs. Prior to December 1995, we had a Director’s Charitable Awards Program pursuant to which each Director could name up to four organizations to which Kellogg would contribute an aggregate of $1 million upon the death of the Director. In 1995, the Board discontinued this program for Directors first elected after December 1995. In 2006, the following current Directors, who were first elected to the Board in 1995 or earlier, continued to be eligible to participate in this program: Mr. Gonzalez, Mr. Gund, Ms. McLaughlin Korologos and Dr. Zabriskie. We funded the cost of this program for three out of the four eligible Directors through the purchase of insurance policies prior to 2006. We will have to make cash payments in the future under this program if insurance proceeds are not available at the time of the Director’s death. There were no cash payments made in 2006 with respect to this program; however, in 2006, we recognized nonpension postretirement benefits expense associated with this obligation as follows: Mr. Gonzalez — $27,159, Mr. Gund — $22,748, Ms. McLaughlin Korologos — $16,819 and Dr. Zabriskie — $23,495. These benefits are not reflected in the Non-Employee Directors’ Compensation Table.

NON-EMPLOYEE DIRECTORS’ COMPENSATION TABLE


								Change in
								Pension Value
							Non-equity	and Nonqualified
	Fees Earned		Stock		Option		Incentive Plan	Deferred	All Other
	or Paid in		Awards		Awards		Compensation	Compensation	Compensation		Total
Name	Cash ($)(1)		($)(2)		($)(3)		($)(4)	Earnings ($)(5)	($)(6)		($)

B. S. Carson Sr.		85,500		78,617		34,513				0		198,630
J. T. Dillon		94,500		78,617		34,513				5,500		213,130
C. X. Gonzalez		89,500		78,617		34,513				0		202,630
G. Gund		94,500		78,617		155,469				10,000		338,586
D. A. Johnson		80,500		78,617		34,513	Not Applicable			10,000		203,630
L. D. Jorndt		91,000		78,617		34,513				9,277		213,407
A. M. Korologos		89,500		78,617		34,513				6,000		208,630
W. D. Perez(7)		90,000		78,617		105,646				10,000		284,263
W. C. Richardson(8)		91,500		78,617		34,513				10,000		214,630
J. L. Zabriskie		105,500		78,617		34,513				0		218,630


(1)		The aggregate dollar amount of all fees earned or paid in cash for services as a Director, including annual board and committee chair retainer fees, and committee meeting fees, in each case before deferrals.

(2)		Value of the annual grant of 1,700 deferred shares of common stock, which are placed in the Kellogg Company Grantor Trust for Non-Employee Directors. Under the terms of the Grantor Trust, shares are available to a Director only upon termination of service on the Board. The value reflects the compensation expense recognized by Kellogg during 2006 under Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123(R)). The compensation expense reflected in the table above is the same as the grant-date fair value pursuant to SFAS No. 123(R) because all of the stock awards vested during 2006. Refer to Notes 1 and 8 to the Consolidated Financial Statements included in our Annual Report onForm 10-K for the year ended December 30, 2006, for a discussion of the relevant assumptions used in calculating the compensation expense and grant-date fair value pursuant to SFAS No. 123(R). The recognized compensation expense and grant-date fair value of the stock-based awards for financial reporting purposes will likely vary from the actual amount the Director ultimately receives based on a number of factors. These factors include our actual operating performance, stock price fluctuations, differences from the valuation assumptions used and the timing of vesting. As of December 30, 2006, none of our Directors was deemed to have outstanding restricted stock awards, because all of those awards vested earlier in the year (or in prior years). The number of shares of restricted stock held by each of our Directors is shown under “Officer and Director Stock Ownership” on page 4 of this proxy statement.

(3)		Value of the annual grant of options to purchase 5,000 shares of common stock (options have a ten-year term and generally become exercisable six months after grant) plus the value of any AOF options received by the Director. The value reflects the compensation expense recognized by Kellogg during 2006 under SFAS No. 123(R). The compensation expense reflected in the table above is the same as the grant-date fair value pursuant to SFAS No. 123(R) because all of the option awards vested during 2006. Refer to Notes 1 and 8 to the Consolidated Financial Statements included in our Annual Report onForm 10-K for the year ended December 30, 2006, for a discussion of the relevant assumptions used in calculating the recognized compensation expense and grant-date fair value pursuant to SFAS No. 123(R). The recognized compensation expense and grant-date fair value of the stock option awards for financial reporting purposes will likely vary from the actual amount ultimately realized by the Director based on a number of factors. These factors include our actual operating performance, stock price fluctuations, differences from the valuation assumptions used and the timing of exercise. As of December 30, 2006, the following Directors had the following stock options outstanding: B. S. Carson, Sr. 35,000 options; J. T. Dillon 33,750 options; C. X. Gonzalez 29,999 options; G. Gund 26,376 options; D. A. Johnson 29,715 options; L. D. Jorndt 19,270 options; A. M. Korologos 35,000 options; W. D. Perez 26,337 options; W. C. Richardson 35,000 options; and J. L. Zabriskie 31,800 options. The number of stock options held by our non-employee Directors is a function of years of Board service and their decisions as to the timing of exercise of vested awards.


		The table below presents the recognized compensation expense separately for regular options and AOF options received by our non-employee Directors in 2006:


	Regular		AOF
	Options		Options
	($)		($)		Total

B. S. Carson, Sr.		34,513				34,513

J. T. Dillon		34,513				34,513

C. X. Gonzalez		34,513				34,513

G. Gund		34,513		120,956		155,469

D. A. Johnson		34,513				34,513

L. D. Jorndt		34,513				34,513

A. M. Korologos		34,513				34,513

W. D. Perez		34,513		71,133		105,646

W. C. Richardson		34,513				34,513

J. L. Zabriskie		34,513				34,513


(4)		Kellogg does not have a non-equity incentive plan for non-employee Directors.

(5)		Kellogg does not have a pension plan for non-employee Directors and does not pay above-market or preferential rates on non-qualified deferred compensation for non-employee Directors.

(6)		Represents charitable matching contributions made under our Corporate Citizenship Fund Matching Grant Program.

(7)		Mr. Perez resigned as a Director on November 14, 2006, in connection with being named president and chief executive officer of Wm. Wrigley Jr. Company.

(8)		Dr. Richardson retired as a Director on February 16, 2007. He was a trustee of the Kellogg Trust until his retirement on January 31, 2007. Mr. Speirn, who was elected to the Board effective March 1, 2007 to fill the vacancy created by Dr. Richardson’s retirement, did not receive any Director compensation in 2006.

COMPENSATION DISCUSSION AND ANALYSIS

We are generally required to provide information regarding the compensation program in place for our CEO, CFO and the three other most highly-compensated executive officers. For continuity purposes, we have also elected to include information concerning an additional executive officer in this proxy statement. The SEC rules required us to include information about this individual in our proxy statement last year, and we expect that the rules will require us to include information about him in our proxy statement next year. In this proxy statement, we refer to our CEO, CFO and the other four most highly-compensated executive officers as our “Named Executive Officers” or “NEOs.” This section includes information regarding, among other things, the overall objectives of our compensation program and each element of compensation that we provide. This section should be read in conjunction with the detailed tables and narrative descriptions under “Executive Compensation” beginning on page 27 of this proxy statement.

Overview of Kellogg Company. We are the world’s leading producer of cereal and a leading producer of convenience foods, including cookies, crackers, toaster pastries, cereal bars, fruit snacks, frozen waffles and veggie foods. Kellogg products are manufactured and marketed globally.

We manage our company for sustainable performance defined by our long-term annual growth targets. During the periods presented in our Annual Report onForm 10-K for the year ended December ~~31, 2005,~~30, 2006, these targets were low single-digit for ~~filing~~internal net sales, mid single-digit for internal operating profit and high single-digit for net earnings per share. In combination with an attractive dividend yield, we believe this profitable growth has and will continue to provide a strong total return to our Shareowners. We plan to continue to achieve this sustainability through a strategy focused on growing our cereal business, expanding our snacks business, and pursuing selected growth opportunities. We support our business strategy with operating principles that emphasize profit-rich, sustainable sales growth, as well as cash flow and return on invested capital. We believe our steady earnings growth, strong cash flow and continued investment during a multi-year period of significant commodity and energy-driven cost inflation demonstrates the ~~SEC. The Committee also reappointed the Company’s independent registered public accountants~~strength and flexibility of our business model.

Our Compensation Philosophy and Principles. We operate in a competitive and challenging industry, both domestically and internationally. We believe that our executive compensation program for the ~~Company’s 2006 fiscal year.~~CEO, CFO and other NEOs should be designed to provide a competitive level of total compensation necessary to attract and retain talented and experienced executives and motivate them to contribute to Kellogg’s short- and long-term success and strong total return to our Shareowners. Consistent with our business strategy discussed above, our executive compensation program is driven by the following principles:


	~~AUDIT COMMITTEE~~1.	Overall Objectives. Compensation should be competitive with the organizations with which we compete for talent, and should reward performance and contribution to Kellogg objectives.

	~~John T. Dillon, Chairman~~2.	Pay for Performance. As employees assume greater responsibility, a larger portion of their total compensation should be “at risk” incentive compensation (both annual and long-term), subject to corporate, business unit and individual performance measures.

	~~L. Daniel Jorndt~~3.	Long-Term Focus. Consistent, long-term performance is expected. Performance standards are established to drive long-term sustainable growth.

	~~William D. Perez~~4.	Shareowner Alignment. Equity-based incentives are an effective method of facilitating an ownership culture and further aligning the interests of executives with those of our Shareowners. For example, about 70% of the 2006 target compensation (salary, annual incentives and long-term incentives) for Mr. Jenness, our CEO during 2006, was comprised of equity-based incentives.

	~~John L. Zabriskie~~5.	Values-Based. The compensation program encourages both desired results as well as the right behaviors. In other words, our compensation is linked to “how” we achieve as well as “what” we achieve. The shared behaviors that Kellogg believes are essential to achieving long-term growth in sales and profits and increased value for Shareowners (what we call our “K Values”) are:


	•	Being passionate about our business, our brands and our food;

	•	Having the humility and hunger to learn;

	•	Striving for simplicity;

	•	Acting with integrity and respect;


	•	Being accountable for our actions and results; and

	•	Recognizing success.

Our Compensation Methodology. The Compensation Committee of the Board is responsible for administering the compensation program for executive officers and certain other senior management of Kellogg. The Board has determined that each member of the Compensation Committee meets the definition of independence under Kellogg’s corporate governance guidelines and further qualifies as a non-employee Director for purposes ofRule 16b-3 under the Securities Exchange Act of 1934. None of the members of the Compensation Committee are current or former employees of Kellogg nor are any members eligible to participate in any of Kellogg’s executive compensation programs. Additionally, the Compensation Committee operates in a manner designed to meet the tax deductibility criteria included in Section 162(m) of the Internal Revenue Code. Refer to “Board and Committee Membership” beginning on page 9 for additional information about the Compensation Committee and its members.

To assist the Compensation Committee in discharging its responsibilities, the Committee has retained an independent compensation consultant — Towers Perrin. The consultant reports directly to the Compensation Committee. Other than the work it performs for the Compensation Committee and the Board, Towers Perrin does not provide any consulting services to Kellogg or its executive officers.

To ensure that our executive officer compensation is competitive in the marketplace, we benchmark ourselves against a comparator group (our “compensation peer group”). Our peer group is comprised of the following branded consumer products companies:


Anheuser-Busch Cos., Inc.	General Mills, Inc.	Kraft Foods Inc.
Campbell Soup Co.	H.J. Heinz Co.	PepsiCo Inc.
Clorox Co.	The Hershey Co.	The Procter & Gamble Co.
TheCoca-Cola Co.	Johnson & Johnson	Sara Lee Corporation
Colgate-Palmolive Co.	Kimberly-Clark Corporation	Wm. Wrigley Jr. Co.
ConAgra Foods, Inc.

We believe that our peer group is representative of the market in which we compete for talent. The size of the group has been established so as to provide sufficient benchmarking data across the range of senior positions in Kellogg. Our peer group companies were chosen because of their leadership positions in branded consumer products and their general relevance to Kellogg. The quality of these organizations has allowed Kellogg to maintain a high level of continuity in the peer group over many years, providing a consistent measure for benchmarking compensation. The Compensation Committee periodically reviews the peer group to confirm that it continues to be an appropriate benchmark for Kellogg.

All components of our executive compensation package are targeted at the 50th percentile of our peer group. Actual pay will vary above or below the 50th percentile in line with Kellogg’s performance relative to the performance of peer companies in the food and beverage group (our “performance peer group”). The performance peer group consists of the nine food companies in the broader compensation peer group (Campbell Soup Co., ConAgra Foods, Inc., General Mills, Inc., H.J. Heinz Co., The Hershey Co., Kraft Foods, Inc., PepsiCo Inc., Sara Lee Corporation and Wm. Wrigley Jr. Co.), plus Unilever N.V. and Nestlé S.A. The performance peer companies were chosen because they compete with us in the consumer marketplaceand/or face similar business dynamics and challenges.

The Compensation Committee annually reviews executive pay tallies for NEOs (detailing the executives’ annual pay — target and actual — and total accumulated wealth under various performance and employment scenarios) and peer group practices and performance (actual and projected) to help ensure that the design of our program is consistent with our compensation philosophy and that the amount of compensation is within appropriate competitive parameters. Based on

this review, the Compensation Committee has concluded that the total compensation of each NEO (and, in the case of the severance andchange-in-control scenarios, potential payouts) is appropriate and reasonable.

Elements of Our Compensation Program. Our executive officer compensation package includes a combination of annual cash and long-term incentive compensation. Annual cash compensation for executive officers is comprised of base salary plus annual incentives. Long-term incentives currently consist of stock option grants and a three-year long-term performance plan.

Total Compensation. The target for total compensation (salary, annual incentives, long-term incentives and benefits), by element and in the aggregate, is the 50th percentile of our compensation peer group. Compensation peer group practices are analyzed annually for salary, target annual incentives and target long-term incentives, and periodically for other pay elements. In setting the total compensation of each executive, the Compensation Committee also considers individual performance, experience in the role and contribution to achieving Kellogg’s business strategy. In 2006, Kellogg ranked in the top quartile of its performance peer group.

The basic construct of the primary elements of our 2006 executive officer pay package is outlined below.


Element	Purpose	Characteristics
*Base Salaries*	Compensate executives for their level of responsibility and sustained individual performance. Also helps attract and retain strong talent.	Fixed component; eligibility for annual merit increases based on sustained individual performance.
Annual Incentives	Promote the achievement of Kellogg’s annual corporate and business unit financial goals, as well as individual goals.	Performance-based cash opportunity; amount earned will vary relative to the targeted level (peer group 50th percentile) based on company, business unit and individual results.
Long-Term Incentives	Promote the achievement of (a) Kellogg’s long-term corporate financial goals through the Executive Performance Plan and (b) stock price appreciation through stock options.	Performance-based equity opportunity; amounts earned/realized will vary from the targeted grant-date fair value based on actual financial and stock price performance.
Retirement Plans	Provide an appropriate level of replacement income upon retirement. Also provide an incentive for a long-term career with Kellogg, which is a key objective.	Fixed component; however, retirement contributions tied to pay will vary based on performance.
Post-Termination Compensation	Facilitate the attraction and retention of high caliber executives in a competitive labor market in which formal severance plans are common.	Contingent component; only payable if the executive’s employment is terminated as specified in the arrangements (amount of severance benefits varies by level in the organization).

In setting total compensation, we apply a consistent approach for all executive officers. The Compensation Committee also exercises appropriate business judgment in how it applies the standard approaches to the facts and circumstances associated with each executive. Additional detail about each pay element is presented below.

Base Salaries. Data on salaries paid to comparable positions in our peer group are gathered and reported to the Compensation Committee by the independent compensation consultant each year. The Compensation Committee, after receiving input from the compensation consultant, recommends to the Board for its consideration and approval the salaries for the CEO, CFO and other NEOs. The CEO provides input for the salaries for the CFO and other NEOs. The Compensation Committee generally seeks to establish base salaries for the CEO, CFO and other NEOs at the 50th percentile of our compensation peer group, which is the targeted market position to facilitate our attraction and retention of executive talent. In 2006, the salaries of each NEO approximated, on average, the compensation peer group median.

By policy, we require any executive base salary above $950,000 (after pre-tax deductions for benefits and similar items) to be deferred under our Executive Deferral Program. This policy ensures that all base salary will be deductible under Section 162(m) of the Internal Revenue Code. The deferred amounts are credited to an account in the form of units that are equivalent to the fair market value of Kellogg’s common stock. The units are payable in cash upon the executive’s

termination from employment. Only Mr. Jenness was affected by this policy in 2006, and during that period, he deferred $94,714 of his salary.

Annual Incentives. Annual incentive awards to the CEO, CFO and NEOs are paid under the terms of the Kellogg Senior Executive Annual Incentive Plan (“AIP”), which is administered by the Compensation Committee. The total of all annual incentives granted in any one year under the AIP may not exceed 1% of our annual net income, as defined in the plan.

Annual incentive awards for the CEO, CFO and other NEOs are intended to promote the achievement of Kellogg’s annual corporate and business unit financial goals, as well as individual goals. Each year the Compensation Committee reviews (1) our performance during the prior year and (2) our performance objectives for the upcoming year. The Compensation Committee also considers the actual and projected performance of our performance peer group. The Compensation Committee uses this information when considering recommendations from management relating to performance goals for the upcoming year. The target performance goals are generally set at the median of the performance peer group. Consequently, actual performance above the median would result in incentive payments above the target level, with payments at the maximum level being made for performance in the top quartile of the performance peer group. Conversely, performance below the median would generally result in incentive payments below the target level, with no payment being made for performance below a minimum threshold (generally set in the bottom quartile). The Compensation Committee believes that this approach leads to realistic and reasonable, but challenging, targets which drive sustainable growth.

The annual incentive opportunities are established as a percentage of an executive’s base salary and are targeted at the 50th percentile of the compensation peer group. Actual AIP payments each year can range from 0% to 200% of the target opportunity, based on corporate, business unit and individual performance factors given the functions of the particular executive. In 2006, Kellogg ranked in the first (top) or second quartile of its performance peer group with respect to each of the metrics for the 2006 AIP. The chart below includes information about 2006 AIP opportunities and actual payout:


											2006 AIP Payout
	AIP Target					AIP Maximum					(paid in March 2007)
	% of Base					% of AIP					% of AIP
	Salary(1)			Amount($)		Target			Amount($)		Target			Amount($)(2)

J. M. Jenness		130	%		1,460,550		200	%		2,921,100		170	%		2,482,900
J. M. Boromisa		75	%		358,650		200	%		717,300		138	%		494,900
A. D. D. Mackay		105	%		952,350		200	%		1,904,700		165	%		1,571,400
A. F. Harris		75	%		453,750		200	%		907,500		163	%		739,000
J. W. Montie		85	%		514,250		200	%		1,028,500		148	%		761,100
J. A. Bryant		75	%		427,500		200	%		855,000		163	%		697,000


(1)		For AIP purposes, incentive opportunities are based on executives’ salary levels at December 30. Annual salary increases become effective in April of each year.

(2)		This amount is calculated by multiplying the executive’s annualized base salary by (a) his AIP Target percentage as shown in the first column of the table and (b) the percentage of the AIP Target achieved as shown in the fifth column of the table. For example, Mr. Mackay’s amount is calculated by multiplying his annualized base salary of $907,000 by (a) 105% and (b) 165%.

The financial metrics for the 2006 AIP were based on internal operating profit, internal net sales and cash flow. The Compensation Committee and management believe that the metrics for the 2006 AIP — which are consistent with the metrics used for the AIPs in the last several years — align well with our strategy of attaining sustainable growth. In 2006, Kellogg ranked in the first (top) or second quartile of its performance peer group with respect to each of the three measures. The Compensation Committee has the discretion to make adjustments to performance goals and award opportunities to mitigate the unbudgeted impact of unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the performance goals or award opportunities were established. With respect to the 2006 AIP, the Compensation Committee made adjustments to mitigate the impact of certain items of this nature.

We did not pay any bonuses outside of our AIP to our NEOs in 2006.

Long-Term Incentives. General. Long-term incentive awards for the CEO, CFO and other NEOs are granted in order to promote achieving Kellogg’s long-term corporate financial goals and stock price appreciation. Each year, the

Compensation Committee reviews and makes recommendations to the Board as to the long-term incentive awards for each of the NEOs. In determining the total value of the long-term incentive opportunity for each executive, the Compensation Committee reviews the peer group data presented by its compensation consultant on aposition-by-position basis. Kellogg’s long-term compensation program has consisted of a mix of stock options and performance-based stock awards, which the Compensation Committee evaluates each year.

Long-term incentives are provided to Kellogg’s executives under the 2003 Long-Term Incentive Plan, or “LTIP” (the LTIP was approved by Shareowners). The LTIP permits grants of stock options, stock appreciation rights, restricted shares and performance shares and units. The plan is intended to meet the deductibility requirements of Section 162(m) of the Internal Revenue Code as performance-based pay (resulting in paid awards being tax deductible to Kellogg).

All of the 2006 long-term incentive opportunity was provided through equity-based awards, which the Compensation Committee believes best achieves the compensation principles for the program. For 2006, the Compensation Committee determined that the NEOs would receive 70% of their total long-term incentive opportunity in stock options and the remaining 30% in performance shares (granted under the Executive Performance Plan as discussed below). This award mix was set based on consideration of the compensation principles, as well as peer group practices and cost implications. The total amount of long-term incentives (based on the grant date expected value) is generally targeted at the 50th percentile of the peer group.

Stock Options. The Compensation Committee uses annual grants of stock options to deliver competitive compensation that recognizes executives for their contributions to Kellogg and aligns executives with Shareowners in focusing on long-term growth and stock performance. Stock options are granted annually based on pre-established grant guidelines calibrated to competitive standards and approved by the Compensation Committee under the LTIP with exercise prices equal to the average of the high and low trading prices of our stock on the date of grant. Beginning in 2007, the exercise price of our options will be set at the closing trading price on the date of grant. Our options have a ten-year term. These options provide value to the executive only if Kellogg’s stock price increases after the grants are made.

A wide range of employees participate in Kellogg’s LTIP. After considering recommendations from the independent compensation consultant and management, on February 16, 2006, the Compensation Committee recommended to the Board an overall stock option pool for approximately 2,500 employees, as well as individual option grants to executives. On February 17, 2006, the Board reviewed and approved the overall pool and the individual option grants to executives. Awards of options below the executive level are made by managers in accordance with authority delegated by the Board, subject to various internal guidelines and controls.

These options vest and become exercisable in two equal annual installments, with 50% vesting on February 17, 2007 (the first anniversary of the grant date), and the other 50% vesting on February 17, 2008 (the second anniversary of the grant date). The per-share exercise price for the stock options is $44.46, the average of the high and low trading prices of Kellogg common stock on the date of the grant. The stock options expire on February 16, 2016. Approximately 81% of the stock options covered by the February 17, 2006 grant were made to employees other than the NEOs. Individual awards vary from target based on the individual’s performance, ability to impact financial performance and future potential.

EPP. The Executive Performance Plan (“EPP”), which is part of the LTIP, is a stock-based,pay-for-performance, multi-year incentive plan intended to focus senior management on achieving critical multi-year operational goals that are designed to increase Shareowner value, such as cash flow, internal net sales growth and gross margin improvement. The Compensation Committee seeks to set performance goals that lead to realistic, yet challenging targets which drive sustainable growth. About 100 of our most senior employees are participating in the EPP covering fiscal years 2006 through 2008, including the NEOs. Performance is generally measured on a cumulative basis over the three-year performance period based on target levels set at the start of the period. The final award under outstanding EPPs, if any, would be paid in Kellogg common stock.

The incentive targets for individuals participating in EPP’s are based on market-competitive data and are established at the start of the performance cycle. Under the 2006 EPP, each individual’s target was set at 30% of his or her total long-term incentive opportunity. Participants in the EPP have the opportunity to earn between 0% and 200% of their EPP target.

The2006-2008 EPP cycle began on January 1, 2006 and concludes on January 3, 2009. The2006-2008 awards are based on compound annual growth in internal net sales (adjusted for changes in foreign currency values, certain acquisitions and divestitures and sales days). The2006-2008 EPP emphasizes the importance of top line growth, which the Compensation Committee and management believe is one of the key drivers of Shareowner value.

Dividends are not paid on unvested EPP awards. The2006-2008 EPP award opportunities, presented in number of potential shares earned, are included in the Grant of Plan-Based Awards Table on page 31 of this proxy statement.

Restricted Stock. In addition, we award restricted shares from time to time to selected executives and employees based on consideration of performance and other factors (e.g., to facilitate recruitment and retention). In 2006, one of our NEOs received a restricted stock award for retention purposes.

Post-Termination Compensation. The NEOs are covered by arrangements which specify payments in the event the executive’s employment is terminated. The type and amount of payments vary by executive level and the nature of the termination. These severance benefits, which are competitive with the compensation peer group and general industry practices, are payable if and only if the executive’s employment terminates as specified in the applicable plan document or employment agreement. For more information, please refer to “Potential Post-Employment Payments,” which begins on page 44 of this proxy statement.

Retirement Plans. The NEOs participate in the full range of benefits and are covered by the same plans (with exceptions noted) on the same terms as provided to all U.S. salaried employees. The plans are designed to provide an appropriate level of replacement income upon retirement. Kellogg targets its overall benefits to be competitive with median levels at leading consumer products companies (a group which is somewhat broader than the compensation peer group used for pay comparisons). These benefits consist of:


	•	annual accruals under our pension plans; and

	•	deferrals by the executive of salary and annual incentives, and matching contributions by us, under our savings and investment plans.

Both our pension program and our savings and investment program include supplemental plans for our executives, which allow us to provide benefits comparable to those which would be available under our IRS qualified plans if the IRS regulations did not include limits on covered compensation and benefits. We refer to these plans as “restoration plans” because they restore benefits that would otherwise be available under the plans in which all of our U.S. salaried employees are eligible to participate. These plans use the same benefit formulas as our broad-based IRS qualified plans, and use the same types of compensation to determine benefit amounts.

Amounts earned under long-term incentive programs such as EPP, gains from stock options and awards of restricted stock are not included when determining retirement benefits for any employee (including executives). We do not pay above-market interest rates on amounts deferred under our savings and investment plans.

The amount of an employee’s compensation is an integral component of determining the benefits provided under pension and savings plan formulas, and thus an individual’s performance over time will influence the level of his or her retirement benefits. The amount of Kellogg contributions to our retirement plans is included in the Summary Compensation Table. For more information, please refer to “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans,” which begins on page 39 of this proxy statement.

Perquisites. The Compensation Committee believes that it has taken a conservative approach to perquisites relative to other companies in the compensation peer group. For example, Kellogg does not provide company cars or club memberships to the NEOs. Pursuant to a policy adopted by the Board, our CEO is generally required, when practical, to use company aircraft for personal travel for security reasons. Personal use of company aircraft by other NEOs is infrequent. Kellogg does not provide taxgross-ups on perquisites. The Summary Compensation Table beginning on page 27 of this proxy statement contains itemized disclosure of all perquisites to our NEOs, regardless of amount.

Employee Stock Purchase Plan. We have a tax-qualified employee stock purchase plan, which is made available to all U.S. employees (including executive officers), which allows participants to acquire Kellogg stock at a discount price. The purpose of the plan is to encourage employees at all levels to purchase stock and become Shareowners. The plan allows participants to buy Kellogg stock at a 15% discount to the market price with up to 10% of their base salary (subject to IRS limits). Under applicable tax law, no plan participant may purchase more than $25,000 in market value (based on the market value of Kellogg stock on the last trading day prior to the beginning of the enrollment period for each subscription period) of Kellogg stock in any calendar year. Although this benefit is generally available to all U.S. employees, we have included the compensation expense of any discounted stock purchased by our NEOs in the Summary Compensation Table.

Executive Compensation Policies.Executive Stock Ownership Guidelines. In order to preserve the linkage between the interests of senior executives and those of Shareowners, senior executives are expected to establish and

maintain a significant level of direct stock ownership. This can be achieved in a variety of ways, including by retaining stock received upon exercise of options or the vesting of stock awards (including EPP awards), participating in the Employee Stock Purchase Plan and purchasing stock in the open market. The current stock ownership guidelines (minimum requirements) are as follows:


		Chief Executive Officer		5xannual base salary
		Global Leadership Team members (includes other NEOs)		3xannual base salary
		Other senior executives		2xannual base salary

These executives have five years from the date they first become subject to a particular level of the guidelines to meet them. As of December 30, 2006, all of our NEOs met the guidelines (other than Mr. Jenness, who had served in the CEO position for approximately two years and was on track to meet his ownership guideline), and all of our other senior executives met or were on track to meet their ownership guideline. The Compensation Committee reviews compliance with the guidelines on an annual basis. Executives who are not in compliance with the guidelines may not sell stock without prior permission from our Chief Executive Officer, except for stock sales used to fund the payment of taxes and transaction costs incurred in connection with the exercise of options and the vesting of stock awards.

Practices Regarding the Grant of Equity Awards. The Board has generally followed a practice of making all option grants to executive officers on a single date each year. Prior to the relevant Board meeting, the Compensation Committee reviews an overall stock option pool for all participating employees (approximately 2,500 in 2006) and recommendations for individual option grants to executives. Based on the recommendation from the Compensation Committee, the Board reviews and approves the overall pool and the individual option grants to executives.

The Board grants these annual awards at its regularly-scheduled meeting in mid-February. The February meeting usually occurs within 2 or 3 weeks following our final earnings release for the previous fiscal year. We believe that it is appropriate that annual awards be made at a time when material information regarding our performance for the preceding year has been disclosed. We do not otherwise have any program, plan or practice to time annual option grants to our executives in coordination with the release of material non-public information. EPP Awards are granted at the same time as options.

While most of our option awards to NEOs have historically been made pursuant to our annual grant program, the Compensation Committee and Board retain the discretion to make additional awards of options or restricted stock to executives at other times for recruiting or retention purposes. We do not have any program, plan or practice to time “off-cycle” awards in coordination with the release of material non-public information.

All option awards made to our NEOs, or any of our other employees or Directors, are made pursuant to our LTIP. As noted above, all options under the LTIP are granted with an exercise price equal to the average of the high and low trading prices of our stock on the date of grant. Beginning in 2007, the exercise price of our options will be set at the closing trading price on the date of grant. We do not have any program, plan or practice of awarding options and setting the exercise price based on the stock’s price on a date other than the grant date, and we do not have a practice of determining the exercise price of option grants by using average prices (or lowest prices) of our common stock in a period preceding, surrounding or following the grant date. All grants to NEOs are made by the Board itself and not pursuant to delegated authority. Awards of options to employees below the executive level are made by our CEO, pursuant to authority delegated by the Board and subject to the Board-approved allocation.

Securities Trading Policy. Our securities trading policy prohibits our directors, executives and other employees from engaging in any transaction in which they may profit from short-term speculative swings in the value of Kellogg’s securities. This includes “short sales” (selling borrowed securities which the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), “put” and “call” options (publicly available rights to sell or buy securities within a certain period of time at a specified price or the like) and hedging transactions, such as zero-cost collars and forward sale contracts. In addition, this policy is designed to ensure compliance with relevant SEC regulations, including insider trading rules.

Recoupment of Option Awards. We maintain clawback provisions relating to stock option exercises. Under these clawback provisions, if an executive voluntarily leaves our employment to work for a competitor within one year after any option exercise, then the executive must repay to Kellogg any gains realized from such exercise (but reduced by any tax withholding or tax obligations).

Deductibility of Compensation and Other Related Issues. Section 162 (m) of the Internal Revenue Code includes potential limitations on the deductibility of compensation in excess of $1 million paid to the company’s CEO and four other most highly compensated executive officers serving on the last day of the year. Based on the regulations issued by the Internal Revenue Service, we have taken the necessary actions to ensure the deductibility of payments under the AIP and with respect to stock options and performance shares granted under our plans, whenever possible. We intend to continue to take the necessary actions to maintain the deductibility of compensation resulting from these types of awards. In contrast, restricted stock granted under our plans generally does not qualify as “performance-based compensation” under Section 162(m). Therefore, the vesting of restricted stock in some cases will result in a loss of tax deductibility of compensation, including in the case of the CEO. We view preserving tax deductibility as an important objective, but not the sole objective, in establishing executive compensation. In specific instances we have and in the future may authorize compensation arrangements that are not fully tax deductible but which promote other important objectives of the company.

The Compensation Committee also reviews projections of the estimated accounting (pro forma expense) and tax impact of all material elements of the executive compensation program. Generally, accounting expense is accrued over the requisite service period of the particular pay element (generally equal to the performance period) and Kellogg realizes a tax deduction upon the payment to/realization by the executive. As a result of the impact AOF options have on our overall non-cash compensation expense, the Compensation Committee discontinued the use of the AOF in all new option grants after 2003. In 2006, the Compensation Committee also changed the AOF feature so that AOF options may be received only once each calendar year. This change began in 2007 and should further reduce our non-cash compensation expense resulting from AOF options.

COMPENSATION COMMITTEE REPORT

As detailed in its charter, the Compensation Committee of the Board of Kellogg Company oversees Kellogg’s compensation program on behalf of the Board. In the performance of its oversight function, the Compensation Committee, among other things, reviewed and discussed with management the Compensation Discussion and Analysis set forth in this proxy statement.

Based upon the review and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in Kellogg’s Annual Report onForm 10-K for the fiscal year ended December 30, 2006 and Kellogg’s Proxy Statement to be filed in connection with Kellogg’s 2007 Annual Meeting of Shareowners, each of which will be filed with the Securities and Exchange Commission.

COMPENSATION COMMITTEE

Dr. John L. Zabriskie, Chair

Mr. Claudio X. Gonzalez

Mr. Gordon Gund

Mr. L. Daniel Jorndt

Ms. Ann McLaughlin Korologos

Dr. William C. Richardson

EXECUTIVE COMPENSATION

Summary Compensation Table

The following narrative, tables and footnotes describe the “total compensation” earned during 2006 by our NEOs. The total compensation presented below does not reflect the actual compensation received by our NEOs in 2006 or the target compensation of our NEOs in 2006. The actual value realized by our NEOs in 2006 from long-term incentives (options and restricted stock) is presented in the Option Exercises and Stock Vested Table on page 38 of this proxy statement. Target annual and long-term incentive awards for 2006 are presented in the Grants of Plan-Based Awards table on page 31 of this proxy statement.

The individual components of the total compensation calculation reflected in the Summary Compensation Table are broken out below:

Salary. Base salary earned during 2006. Refer to “Compensation Discussion and Analysis — Elements of Our Compensation Program — Base Salaries.” Mr. Harris’ base salary was set pursuant to the terms of his employment agreement.

Bonus. We did not award to our NEOs any annual non-performance-based cash incentives for 2006. The executives, however, earned an annual performance-based cash incentive under our AIP, as discussed below under “Non-Equity Incentive Plan Compensation.” Refer to “Compensation Discussion and Analysis — Elements of Our Compensation Program — Annual Incentives.”

Stock Awards. The awards disclosed under the heading “Stock Awards” consist of (1) the2005-2007 EPP awards granted in 2005 and, in the case of Mr. Mackay, an increase to his2005-2007 EPP award resulting from him assuming the role of Chief Executive Officer, (2) the2006-2008 EPP awards granted in 2006 and (3) restricted stock awards. The “Stock Awards” column also includes relatively small compensation expense adjustments relating to2003-2005 EPP awards as a result of a true up made in 2006. The dollar amounts for the awards represent the grant-date fair value-based compensation expense recognized in 2006 under SFAS No. 123(R) for each NEO and as reported in our audited financial statements contained in Kellogg’s Annual Report onForm 10-K. Details about the EPP awards and restricted stock granted in 2006 are included in the Grant of Plan-Based Awards Table below. Refer to also “Compensation Discussion and Analysis — Elements of Our Compensation Program — Long-Term Incentives” for additional information. The recognized compensation expense of the stock awards for financial reporting purposes will likely vary from the actual amount ultimately realized by the NEO based on a number of factors. The ultimate value of the award will depend on the number of shares earned and the price of our common stock on the vesting date.

Option Awards. The awards disclosed under the heading “Option Awards” consist of annual option grants (each a “regular option”) and accelerated ownership feature (“AOF”) option grants (each an “AOF option”) granted in 2006 and in prior fiscal years (to the extent such awards remained unvested in whole or in part at the beginning of fiscal 2006). The dollar amounts for the awards represent the grant-date fair value-based compensation expense recognized in 2006 under SFAS No. 123(R) for each NEO and as reported in our audited financial statements contained in Kellogg’s Annual Report onForm 10-K. Details about the option awards made during 2006 are included in the Grant of Plan-Based Awards Table below. Refer to also “Compensation Discussion and Analysis — Elements of Our Compensation Program — Long-Term Incentives — Stock Options” for additional information. The recognized compensation expense of the option awards for financial reporting purposes will likely vary from the actual amount ultimately realized by the NEO based on a number of factors. The factors include our actual operating performance, stock price fluctuations, differences from the valuation assumptions used and the timing of exercise or applicable vesting.

Prior to 2004, we granted “original” options with an accelerated ownership feature. Under the terms of the original option grant, a new option, or AOF option, is generally received when Kellogg stock is used to pay the exercise price of a stock option and related taxes. The holder of the option receives an AOF option for the number of shares so used. For AOF options, the expiration date is the same as the original option and the option exercise price is the fair market value of Kellogg’s stock on the date the AOF option is granted. To better align with peer group compensation practices, the Compensation Committee discontinued the use of the accelerated ownership feature in all new option grants after 2003 and, effective in 2007, changed all AOF options so that AOF options may only be exercised once each calendar year.

Non-Equity Incentive Plan Compensation. The amount of Non-Equity Incentive Plan Compensation consists of the Kellogg Senior Executive Annual Incentive Plan (“AIP”) awards granted and earned in 2006. At the outset of 2006,

the Compensation Committee granted AIP awards to the CEO, CFO and the other NEOs. Such awards are based on Kellogg’s performance during 2006 and were paid in March 2007. For information on these awards refer to “— Compensation Discussion and Analysis — Elements of Our Compensation Program — Annual Incentives.”

Change in Pension Value. The amounts disclosed under the heading “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” solely represent the actuarial increase during 2006 in the pension value provided under the Pension Plans. Kellogg does not pay above-market or preferential rates on non-qualified deferred compensation for employees, including the NEOs. A detailed narrative and tabular discussion about our Pension Plans, as defined in the section described below, and non-qualified deferred compensation plans, our contributions to our Pension Plans and the estimated actuarial increase in the value of our Pension Plans are presented under the heading “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans.”

SUMMARY COMPENSATION TABLE

It is important to note that the information required by the Summary Compensation Table does not necessarily reflect the target or actual compensation for our NEOs in 2006. In addition, the SEC regulations and accounting rules require certain compensation expense reflected in the table to be recognized immediately if any of the NEOs were retirement eligible in 2006. Footnote 1 below describes the compensation for Mr. Jenness and Mr. Mackay had they not been considered retirement eligible.


														Change in
														Pension
														Value and
														Non-Qualified
												Non-Equity		Deferred
							Stock			Option		Incentive Plan		Compensation		All Other
			Salary		Bonus		Awards			Awards		Compensation		Earnings		Compensation		Total
Name and Principal Position(2)	Year		($)		($)		($)(3)			($)(4)		($)		($)(5)		($)(6)		($)

James M. Jenness,		2006		1,103,720		0		3,066,356	(7)		5,985,117		2,482,900		1,453,000		257,773		14,348,866	(1)
Chairman and Chief Executive Officer
Jeffrey M. Boromisa,		2006		467,599		0		450,286			1,268,466		494,900		682,000		70,095		3,433,346
Senior Vice President and Chief Financial Officer
A. D. David Mackay,		2006		898,743		0		4,939,572			4,809,773		1,571,400		878,000		135,600		13,233,088	(1)
President and Chief Operating Officer
Alan F. Harris,		2006		618,272		0		666,039			2,451,524		739,000		136,000		85,897		4,696,732
Executive Vice President and Chief Marketing and Customer Officer
Jeffrey W. Montie,		2006		594,361		0		1,267,579			1,624,620		761,100		335,000		79,561		4,662,221
Executive Vice President and President, Kellogg North America
John A. Bryant,		2006		561,948		0		1,186,127			1,811,463		697,000		80,000		67,585		4,404,123
Executive Vice President and President, Kellogg International


(1)		If Mr. Jenness were not retirement eligible, his “Total Compensation” in 2006 would have been $9,994,331 (as opposed to $14,348,866 which appears in the table). This difference is a result of compensation expense for certain equity-based awards and pension benefits being recognized immediately when an employee is retirement eligible. Specifically, the amounts that would have been reflected in the table are as follows: (a) Stock Awards: $1,699,844 (as opposed to $3,066,356 in the table); (b) Option Awards: $4,036,094 (as opposed to $5,985,117 in the table); and (c) Change in Pension: $414,000 (as opposed to $1,453,000 in the table).

		If Mr. Mackay were not considered retirement eligible, his “Total Compensation” in 2006 would have been $9,861,662 (as opposed to $13,233,088 which appears in the table). This difference is a result of compensation


		expense for certain equity-based awards being recognized immediately when an employee is considered retirement eligible. Specifically, the amounts that would have been reflected in the table are as follows: (a) Stock Awards: $2,336,357 (as opposed to $4,939,572 in the table); and (b) Option Awards: $4,041,562 (as opposed to $4,809,773 in the table).

(2)		On December 31, 2006, the following titles changed: (a) Mr. Jenness became our Chairman; (b) Mr. Boromisa became Senior Vice President, Kellogg Company, Executive Vice President, Kellogg International and President, Asia Pacific; (c) Mr. Mackay became our President and Chief Executive Officer; and (d) Mr. Bryant became Executive Vice President and Chief Financial Officer, Kellogg Company, and President, Kellogg International. On January 31, 2007, Mr. Harris ceased to be an active employee of Kellogg.

(3)		Reflects the compensation expense recognized in 2006 for stock awards under SFAS No. 123(R) for each NEO and as reported in our audited financial statements. Refer to Notes 1 and 8 to the Consolidated Financial Statements included in our Annual Report onForm 10-K for the year ended December 30, 2006 for a discussion of the relevant assumptions used in calculating the compensation expense. The table below presents separately the compensation expense recognized in 2006 for our outstanding EPP awards and restricted stock awards:


	EPP		Restricted Stock		Total
	($)		($)		($)

J. M. Jenness(a)		2,733,024		333,332		3,066,356
J. M. Boromisa		450,286		0		450,286
A. D. D. Mackay(a)		4,939,572		0		4,939,572
A. F. Harris(a)		591,450		74,589		666,039
J. W. Montie		737,560		530,019		1,267,579
J. A. Bryant		653,712		532,415		1,186,127


(a)		Messrs. Jenness, Mackay and Harris are considered retirement eligible.


		Prior to adoption of SFAS No. 123(R) on January 1, 2006, we generally recognized stock compensation expense over the stated vesting period of the award, with any unamortized expense recognized immediately if an acceleration event occurred (for example, retirement). SFAS No. 123(R) specifies that a stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. Accordingly, compensation expense is recognized immediately for awards granted to retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.


(4)		Reflects the compensation expense recognized in 2006 for the stock option grants made in 2006 and in prior years (to the extent such awards remained unvested in whole or in part at the beginning of fiscal 2006). Refer to Notes 1 and 8 to the Consolidated Financial Statements included in our Annual Report onForm 10-K for the year ended December 30, 2006 for a discussion of the relevant assumptions used in calculating the compensation expense. The table below presents separately the compensation expense recognized in 2006 between our regular options and our AOF options:


	Regular Options ($)		AOF Options ($)		Total ($)

J. M. Jenness(a)		5,631,571		353,546		5,985,117
J. M. Boromisa		584,686		683,780		1,268,466
A. D. D. Mackay(a)		2,219,699		2,590,074		4,809,773
A. F. Harris(a)		812,473		1,639,051		2,451,524
J. W. Montie		1,011,525		613,095		1,624,620
J. A. Bryant		915,500		895,963		1,811,463


(a)		Messrs. Jenness, Mackay and Harris are considered retirement eligible.


		Prior to adoption of SFAS No. 123(R) on January 1, 2006, we generally recognized stock compensation expense on a pro forma basis over the stated vesting period of the award, with any unamortized expense recognized immediately if an acceleration event occurred (for example, retirement). SFAS No. 123(R) specifies that a stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. Accordingly, beginning in 2006, we prospectively revised our expense attribution method so that the related compensation expense is recognized immediately for awards granted to retirement-eligible


		individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.

(5)		Solely represents the actuarial increase during 2006 in the pension value provided under the Pension Plans as we do not pay above-market or preferential earnings on non-qualified deferred compensation.

(6)		The table below presents an itemized account of “All Other Compensation” provided in 2006 to the NEOs, regardless of the amount and any minimal thresholds provided under the SEC rules and regulations. Consistent with our emphasis on performance-based pay, perquisites and other compensation are limited in scope and primarily comprised of retirement benefit contributions and accruals.


	Kellogg
	Contributions to								Non-
	S&I and		Company		Financial				Business
	Restoration		Paid Death		Planning		ESPP		Aircraft		Physical
	Plans(a)		Benefit(b)		Assistance(c)		Purchases(d)		Usage(e)		Exams(f)		TOTAL
	($)		($)		($)		($)		($)		($)		($)

J. M. Jenness		129,393		91,772		15,000		4,984		15,570		1,054		257,773
J. M. Boromisa		43,050		11,053		8,125		5,121		0		2,746		70,095
A. D. D. Mackay		100,882		26,593		8,125		0		0		0		135,600
A. F. Harris		60,631		15,660		3,700		4,819		0		1,087		85,897
J. W. Montie		57,702		8,938		8,125		4,796		0		0		79,561
J. A. Bryant		52,158		5,133		5,414		4,880		0		0		67,585


(a)		For information about our Savings & Investment Plan and Restoration Plan, refer to “Non-Qualified Deferred Compensation” beginning on page 41.

(b)		Annual cost for Kellogg-paid life insurance, Kellogg-paid accidental death and dismemberment, Executive Survivor Income Plan (Kellogg funded death benefit provided to executive employees).

(c)		Reflects reimbursement for financial and tax planning assistance.

(d)		Our tax-qualified Employee Stock Purchase Plan (“ESPP”) is generally available to all U.S. salaried employees. The dollar amounts represent the grant-date fair value-based compensation expense recognized in 2006 under SFAS No. 123(R) for each NEO and as reported in our audited financial statements contained in Kellogg’s Annual Report onForm 10-K. The price paid by all U.S. salaried employees, including the NEOs, is 85% of the price of our common stock at the beginning or the end of each quarterly purchase period, whichever is lower.

(e)		The incremental cost of Kellogg aircraft used for a non-business flight is calculated by multiplying the aircraft’s hourly variable operating cost by a trip’s flight time, which includes any flight time of an empty return flight. Variable operating costs include: (1) landing, parking, crew travel and flight planning services expenses; (2) supplies, catering and crew traveling expenses; (3) aircraft fuel and oil expenses; (4) maintenance, parts and external labor (inspections and repairs); and (5) any customs, foreign permit and similar fees. Fixed costs that do not vary based upon usage are not included in the calculation of direct operating cost. On certain occasions, an NEO’s spouse or other family member may accompany the NEO on a flight. No additional direct operating cost is incurred in such situations under the foregoing methodology because the costs would not be incremental. Kellogg does not pay its NEOs any amounts in respect of taxes (i.e., gross up payments) on income imputed to them for non-business aircraft usage.

(f)		Actual cost of a physical exam.


		In addition to the foregoing compensation, the NEOs also participated in health and welfare benefit programs, including vacation and medical, dental, prescription drug and disability coverage. These programs are generally available and comparable to those programs provided to all U.S. salaried employees.

(7)		Mr. Jenness agreed to forfeit his2006-2008 EPP award as a result of his transition from Chairman and Chief Executive Officer to Chairman. Thus, the entry in the table does not reflect compensation expense relating to his2006-2008 EPP award.

Grant of Plan-Based Awards Table

During 2006, we granted the following plan-based awards to our NEOs:


	1.	Stock Options (both Regular and AOF Options);

	2.	2006 AIP grants (annual cash performance-based awards);

	3.	2006-2008 EPP grants (multi-year stock performance-based awards);

	4.	Only in the case of Mr. Mackay, a2005-2007 EPP grant, which reflects an increase to his outstanding 2005 grant as a result of assuming the role of Chief Executive Officer; and

	5.	Only in the case of Mr. Boromisa, a Restricted Stock Grant.

Information with respect to each of these awards on agrant-by-grant basis is set forth in the table below. For a detailed discussion of each of these awards and their material terms, refer to “Executive Compensation — Summary Compensation Table” and “Compensation Discussion and Analysis — Elements of Our Compensation Program” above. We no longer grant new options with the AOF feature, but as disclosed in the Outstanding Equity Awards at Fiscal Year-End Table, a number of options granted prior to 2004 contain this feature. When an executive exercises an original option with an AOF, the AOF option is treated as a new grant for disclosure and accounting purposes even though the new grant relates back to the approval of the original option grant. All of our regular and AOF options are granted with an exercise price equal to the fair market value of our common stock on the date of grant. Prior to 2007, fair market value was defined under our LTIP as the average of the highest and lowest trading price per share of our common stock on the date of grant. As of 2007, fair market value is defined under our LTIP as the officially quoted closing price of our common stock on the date of grant. As such, we have added an additional column to the table to show the closing price on the grant date.


																			All Other
					Estimated Possible														Stock		All Other
					Payouts Under						Estimated Future								Awards:		Option
					Non-Equity Incentive						Payouts Under Equity								Number		Awards:		Exercise or				Grant-date
					Plan Awards						Incentive Plan Awards								of Shares		Number of		Base Price				Fair Value
					Thresh-				Max-										of Stock		Securities		of Option		Closing		of Stock
	Grant		Approval		old		Target		imum		Thresh-		Target			Max-			or Units		Underlying		Awards		Price		and Option
Name	Date(1)		Date(1)		($)		($)		($)		old (#)		(#)			imum (#)			(#)		Options (#)		($/Sh)		($/Sh)		Awards ($)

J. M. Jenness
Regular Options		2/17/06		2/17/06																		421,410		44.46		44.50		3,898,043	(2)
AOF Options		3/10/06		7/27/00																		28,978		45.12		45.28		150,442	(2)
		9/11/06		7/27/00																		29,604		50.01		50.11		149,346	(2)
		9/11/06		1/31/01																		2,816		50.01		50.11		14,206	(2)
		9/11/06		1/31/02																		3,863		50.01		50.11		19,488	(2)
		9/11/06		1/31/03																		3,977		50.01		50.11		20,063	(2)
2006 AIP						0		1,460,550		2,921,100
2006-08 EPP (forfeited)		2/17/06		2/17/06								0		50,400	(3)		100,800	(3)										4,145,904	(4)

J. M. Boromisa
Regular Options		2/17/06		2/17/06																		63,900		44.46		44.50		591,075	(2)
AOF Options		5/18/06		3/14/97																		1,435		45.94		45.83		7,450	(2)
		5/18/06		3/13/98																		6,382		45.94		45.83		33,133	(2)
		5/18/06		1/4/99																		1,570		45.94		45.83		8,151	(2)
		5/18/06		1/31/00																		17,295		45.94		45.83		89,789	(2)
		5/18/06		2/16/01																		11,511		45.94		45.83		59,761	(2)
		5/18/06		2/22/02																		26,844		45.94		45.83		139,363	(2)
		11/20/06		3/14/97																		1,367		50.06		49.97		6,896	(2)
		11/20/06		3/13/98																		4,301		50.06		49.97		21,698	(2)
		11/20/06		1/4/99																		4,131		50.06		49.97		20,840	(2)
		11/20/06		1/31/00																		4,416		50.06		49.97		22,278	(2)
		11/20/06		2/16/01																		17,355		50.06		49.97		87,553	(2)
		11/20/06		2/22/02																		10,771		50.06		49.97		54,338	(2)
		11/20/06		2/21/03																		26,271		50.06		49.97		132,532	(2)
2006 AIP						0		358,650		717,300
2006-08 EPP		2/17/06		2/17/06								0		8,400			16,800											690,984	(4)
Restricted Stock Grant		12/29/06		12/7/06																13,000								654,160	(2)


																	All Other
					Estimated Possible												Stock	All Other
					Payouts Under						Estimated Future						Awards:	Option
					Non-Equity Incentive						Payouts Under Equity						Number	Awards:		Exercise or				Grant-date
					Plan Awards						Incentive Plan Awards						of Shares	Number of		Base Price				Fair Value
					Thresh-				Max-								of Stock	Securities		of Option		Closing		of Stock
	Grant		Approval		old		Target		imum		Thresh-		Target		Max-		or Units	Underlying		Awards		Price		and Option
Name	Date(1)		Date(1)		($)		($)		($)		old (#)		(#)		imum (#)		(#)	Options (#)		($/Sh)		($/Sh)		Awards ($)

A. D. D. Mackay
Regular Options		2/17/06		2/17/06															166,100		44.46		44.50		1,536,425	(2)

AOF Options		5/16/06		3/13/98															7,276		46.29		46.48		37,774	(2)
		5/16/06		1/4/99															20,595		46.29		46.48		106,921	(2)
		5/16/06		8/1/00															9,967		46.29		46.48		51,745	(2)
		5/16/06		2/16/01															35,936		46.29		46.48		186,565	(2)
		5/16/06		3/26/01															41,271		46.29		46.48		214,263	(2)
		5/16/06		2/22/02															128,350		46.29		46.48		666,342	(2)
		11/16/06		8/1/00															32,884		49.92		50.01		165,893	(2)
		11/16/06		2/16/01															13,611		49.92		50.01		68,665	(2)
		11/16/06		3/26/01															128,511		49.92		50.01		648,312	(2)
		11/16/06		2/21/03															87,931		49.92		50.01		443,594	(2)
2006 AIP						0		952,350		1,904,700
2006-08 EPP(5)		2/17/06		2/17/06								0		19,900		39,800									1,636,974	(4)
		10/23/06		10/20/06								0		30,500		61,000									2,508,930	(4)
2005-07 EPP(5)		10/23/06		10/20/06								0		10,200		20,400									829,668	(4)

A. F. Harris
Regular Options		2/17/06		2/17/06															60,000		44.46		44.50		555,000	(2)
AOF Options		5/15/06		3/14/97															29,114		46.12		46.25		151,148	(2)
		5/15/06		3/13/98															62,764		46.12		46.25		325,846	(2)
		5/15/06		1/31/00															18,093		46.12		46.25		93,932	(2)
		5/15/06		2/16/01															6,085		46.12		46.25		31,591	(2)
		5/15/06		2/21/03															37,971		46.12		46.25		197,130	(2)
		11/16/06		1/31/00															31,943		49.92		50.01		161,146	(2)
		11/16/06		2/16/01															71,497		49.92		50.01		360,688	(2)
		11/16/06		2/22/02															62,950		49.92		50.01		317,570	(2)
2006 AIP						0		453,750		907,500
2006-08 EPP		2/17/06		2/17/06								0		7,500		15,000									616,950	(4)

J. W. Montie
Regular Options		2/17/06		2/17/06															115,000		44.46		44.50		1,063,750	(2)
AOF Options		3/6/06		2/21/93															22,544		44.31		44.21		117,039	(2)
		3/6/06		3/13/98															8,949		44.31		44.21		46,460	(2)
		3/6/06		1/31/00															1,973		44.31		44.21		10,243	(2)
		3/6/06		2/16/01															11,725		44.31		44.21		60,872	(2)
		9/6/06		3/13/98															8,354		49.93		50.24		42,144	(2)
		9/6/06		1/4/99															11,138		49.93		50.24		56,189	(2)
		9/6/06		1/31/00															4,510		49.93		50.24		22,752	(2)
		9/6/06		2/16/01															10,946		49.93		50.24		55,220	(2)
		9/6/06		2/22/02															7,858		49.93		50.24		39,642	(2)
		9/6/06		2/21/03															32,218		49.93		50.24		162,533	(2)
2006 AIP						0		514,250		1,028,500
2006-08 EPP		2/17/06		2/17/06								0		13,800		27,600									1,135,188	(4)

J. A. Bryant
Regular Options		2/17/06		2/17/06															105,000		44.46		44.50		971,250	(2)
AOF Options		5/15/06		2/16/01															11,377		46.12		46.25		59,065	(2)
		5/15/06		2/22/02															71,826		46.12		46.25		372,892	(2)
		11/16/06		2/21/93															39,528		49.92		50.01		199,411	(2)
		11/16/06		3/13/98															2,719		49.92		50.01		13,717	(2)
		11/16/06		1/4/99															8,131		49.92		50.01		41,019	(2)
		11/16/06		1/31/00															6,236		49.92		50.01		31,459	(2)
		11/16/06		2/16/01															18,245		49.92		50.01		92,042	(2)
		11/16/06		2/22/02															17,118		49.92		50.01		86,357	(2)
2006 AIP						0		427,500		855,000
2006-08 EPP		2/17/06		2/17/06								0		12,400		24,800									1,020,024	(4)


(1)		The “grant date” for our AOF options is different than the “approval date” because an AOF option is treated as a new grant for disclosure and financial reporting purposes under SFAS No. 123(R) even though the new grant relates back to the date the original option was approved by the Compensation Committee. The Compensation Committee takes no new action in connection with the grant of AOF options.

(2)		Represents the grant-date fair value calculated under SFAS No. 123(R), and as presented in our audited financial statements contained in Kellogg’s Annual Report onForm 10-K. The fair value of the stock option awards for


		financial reporting purposes likely will vary from the actual amount ultimately realized by the NEO based on a number of factors. These factors include our actual operating performance, stock price fluctuations, differences from the valuation assumptions used and the timing of exercise or applicable vesting.

(3)		On October 20, 2006, Mr. Jenness agreed to voluntarily forfeit his2006-2008 EPP award in connection with his transition from Chairman and Chief Executive Officer to Chairman. Refer to “Employment Agreements.”

(4)		Represents the grant-date fair value calculated under SFAS No. 123(R), and as presented in our audited financial statements contained in Kellogg’s Annual Report onForm 10-K. This grant-date fair value assumes that each participant earns the maximum EPP award (i.e., 200% of EPP target). The ultimate value of the award will depend on the number of shares earned and the price of our common stock on the vesting date.

(5)		The additional2005-2007 EPP grant and2006-08 EPP grant to Mr. Mackay on October 23, 2006 was made in connection with him assuming the role of Chief Executive Officer. Refer to “Employment Agreements.”

Outstanding Equity Awards at Fiscal Year-End Table

The following equity awards granted to our NEOs were outstanding as of the end of fiscal 2006:

Regular Options (disclosed under the “Option Awards” columns). Represents annual option grants made in February of each year to our NEOs. As noted below, also represents annual Director option grants made to Mr. Jenness prior to becoming Chairman and Chief Executive Officer in 2005.

AOF Options (disclosed under the “Option Awards” columns). Represents AOF options granted when Kellogg stock is used to pay the exercise price of a stock option and related taxes. Beginning in 2007, options with an AOF may only be exercised once each calendar year.

Restricted Stock Awards (disclosed under the “Stock Awards” columns). In 2005, Mr. Jenness received a restricted stock award in connection with recruiting him to become our Chairman and Chief Executive Officer. In 2005, each of Mr. Montie and Mr. Bryant received a restricted stock award for retention purposes. In 2006, Mr. Boromisa received a restricted stock award for retention purposes.

2005-2007 EPP Grants (disclosed under the “Stock Awards” columns). The2005-2007 EPP cycle began on December 28, 2004 and concludes on December 29, 2007. The2005-2007 awards are based on compound annual growth in internal net sales. The ultimate value of the awards will depend on the number of shares earned and the price of our common stock at the time awards are issued.

2006-2008 EPP Grants (disclosed under the “Stock Awards” columns). The2006-2008 EPP cycle began on January 1, 2006 and concludes on January 3, 2009. The2006-2008 awards are based on compound annual growth in internal net sales. The ultimate value of the awards will depend on the number of shares earned and the price of our common stock at the time awards are issued.

Option Awards

Stock Awards

Equity

Incentive

Plan

Equity

Awards:

Incentive

Number of

Plan Awards:

Plan

Unearned

Market or

Number of

Awards:

Market

Shares,

Payout Value

Securities

Number of

Value of

Units or

of Unearned

Underlying

Securities

Shares or

Other

Shares, Units

Unexercised

Underlying

Option

Units of

Rights

or Other

Options (#)

Unexercised

Exercise

Option

Stock That

That Have

Rights That

Exercisable

Unexercisable

Unearned

Price

Expiration

Have Not

Not Vested

Have Not

Name

(1)

(2)

Options (#)(3)

($)(4)

Date(5)

Vested (#)(6)

Vested ($)(7)

(#)(8)

Vested ($)(9)

J. M. Jenness

Regular Options

5,000

(10)

38.09

1/31/2014

5,000

(10)

44.98

1/31/2015

191,550

(11)

44.04

2/18/2015

421,410

(12)

44.46

2/17/2016

AOF Options

16,265

45.03

7/27/2010

28,978

45.12

7/27/2010

29,604

50.01

7/27/2010

2,816

50.01

1/31/2011

3,863

50.01

1/31/2012

3,977

50.01

1/31/2013

Restricted Stock

22,429(13

)

1,122,796

2005-07 EPP

100,800

5,046,048

2006-08 EPP


	Option Awards										Stock Awards
																Equity
																Incentive
																Plan		Equity
						Equity										Awards:		Incentive
						Incentive										Number of		Plan Awards:
						Plan										Unearned		Market or
	Number of		Number of			Awards:								Market		Shares,		Payout Value
	Securities		Securities			Number of					Number of			Value of		Units or		of Unearned
	Underlying		Underlying			Securities					Shares or			Shares or		Other		Shares, Units
	Unexercised		Unexercised			Underlying	Option				Units of			Units of		Rights		or Other
	Options (#)		Options (#)			Unexercised	Exercise		Option		Stock That			Stock That		That Have		Rights That
	Exercisable		Unexercisable			Unearned	Price		Expiration		Have Not			Have Not		Not Vested		Have Not
Name	(1)		(2)			Options (#)(3)	($)(4)		Date(5)		Vested (#)(6)			Vested ($)(7)		(#)(8)		Vested ($)(9)

J. M. Boromisa
Regular Options		45,000		0				38.93		2/20/2014
		31,950		31,950	(11)			44.04		2/18/2015
		0		63,900	(12)			44.46		2/17/2016
AOF Options		2,373		0				48.47		3/14/2007
		1,367		0				50.06		3/14/2007
		1,862		0				45.94		3/13/2008
		4,301		0				50.06		3/13/2008
		1,570		0				45.94		1/4/2009
		4,131		0				50.06		1/4/2009
		16,897		0				45.94		1/31/2010
		4,416		0				50.06		1/31/2010
		11,511		0				45.94		2/16/2011
		17,355		0				50.06		2/16/2011
		26,844		0				45.94		2/22/2012
		10,771		0				50.06		2/22/2012
		26,271		0				50.06		2/21/2013
Restricted Stock												13,000(14	)		650,780
2005-07 EPP																	16,800		841,008
2006-08 EPP																	16,800		841,008

A. D. D. Mackay
Regular Options		262,000		0				38.93		2/20/2014
		75,500		75,500	(11)			44.04		2/18/2015
		0		166,100	(12)			44.46		2/17/2016
AOF Options		7,276		0				46.29		3/13/2008
		20,595		0				46.29		1/4/2009
		9,967		0				46.29		8/1/2010
		32,884		0				49.92		8/1/2010
		63,361		0				45.23		2/16/2011
		35,936		0				46.29		2/16/2011
		13,611		0				49.92		2/16/2011
		46,930		0				45.23		3/26/2011
		41,271		0				46.29		3/26/2011
		128,511		0				49.92		3/26/2011
		128,350		0				46.29		2/22/2012
		87,931		0				49.92		2/21/2013
Restricted Stock												0			0
2005-07 EPP																	60,200		3,013,612
2006-08 EPP																	100,800		5,046,048

A. F. Harris
Regular Options		110,000		0				38.93		2/20/2014
		28,450		28,450	(11)			44.04		2/18/2015
		0		60,000	(12)			44.46		2/17/2016
AOF Options		1,008		0			$	44.48		3/14/2007
		29,114		0			$	46.12		3/14/2007
		62,764		0			$	46.12		3/13/2008
		2,392		0			$	44.76		1/4/2009
		37,201		0			$	45.33		1/4/2009
		26,678		0			$	44.76		1/31/2010
		18,093		0			$	46.12		1/31/2010
		31,943		0			$	49.92		1/31/2010
		6,085		0			$	46.12		2/16/2011
		3,870		0			$	44.76		2/16/2011
		71,497		0			$	49.92		2/16/2011
		40,854		0			$	45.33		2/22/2012
		62,950		0			$	49.92		2/22/2012
		38,592		0			$	45.33		2/21/2013
		37,971		0			$	46.12		2/21/2013
Restricted Stock												0			0
2005-07 EPP																	15,000		750,900
2006-08 EPP																	15,000		750,900


	Option Awards										Stock Awards
																Equity
																Incentive
																Plan		Equity
						Equity										Awards:		Incentive
						Incentive										Number of		Plan Awards:
						Plan										Unearned		Market or
	Number of		Number of			Awards:								Market		Shares,		Payout Value
	Securities		Securities			Number of					Number of			Value of		Units or		of Unearned
	Underlying		Underlying			Securities					Shares or			Shares or		Other		Shares, Units
	Unexercised		Unexercised			Underlying	Option				Units of			Units of		Rights		or Other
	Options (#)		Options (#)			Unexercised	Exercise		Option		Stock That			Stock That		That Have		Rights That
	Exercisable		Unexercisable			Unearned	Price		Expiration		Have Not			Have Not		Not Vested		Have Not
Name	(1)		(2)			Options (#)(3)	($)(4)		Date(5)		Vested (#)(6)			Vested ($)(7)		(#)(8)		Vested ($)(9)

J. W. Montie
Regular Options		110,000		0				38.93		2/20/2014
		53,000		53,000	(11)			44.04		2/18/2015
		0		115,000	(12)			44.46		2/17/2016
AOF Options		170		0			$	45.62		3/14/2007
		8,354		0			$	49.93		3/13/2008
		11,138		0			$	49.93		1/4/2009
		13,650		0			$	45.62		1/31/2010
		4,510		0			$	49.93		1/31/2010
		10,946		0			$	49.93		2/16/2011
		52,343		0			$	45.62		2/22/2012
		7,858		0			$	49.93		2/22/2012
		10,782		0			$	44.39		2/21/2013
		32,218		0			$	49.93		2/21/2013
Restricted Stock												25,100(15	)		1,256,506
2005-07 EPP																	27,600		1,381,656
2006-08 EPP																	27,600		1,381,656

J. A. Bryant
Regular Options		125,500		0				38.93		2/20/2014
		47,500		47,500	(11)			44.04		2/18/2015
		0		105,000	(12)			44.46		2/17/2016
AOF Options		2,719		0			$	49.92		3/13/2008
		8,131		0			$	49.92		1/4/2009
		6,236		0			$	49.92		1/31/2010
		11,377		0			$	46.12		2/16/2011
		18,245		0			$	49.92		2/16/2011
		16,171		0			$	44.52		2/22/2012
		71,826		0			$	46.12		2/22/2012
		17,118		0			$	49.92		2/22/2012
		50,317		0			$	45.48		2/21/2013
		39,528		0			$	49.92		2/21/2013
Restricted Stock												22,800(15	)		1,141,368
2005-07 EPP																	24,800		1,241,488
2006-08 EPP																	24,800		1,241,488


(1)		On anaward-by-award basis, the number of securities underlying unexercised options that areexercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”

(2)		On anaward-by-award basis, the number of securities underlying unexercised options that areunexercisable and that are not reported in Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”

(3)		On anaward-by-award basis, there were no shares underlying unexercised options awarded under any equity incentive plan that have not been earned.

(4)		The exercise price for each option reported in Columns 1 and 2 — “Number of Securities Underlying Unexercised Options” and Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”

(5)		The expiration date for each option reported in Columns 1 and 2 — “Number of Securities Underlying Unexercised Options” and Column 3 — “Number of Securities Underlying Unexercised Unearned Options.”

(6)		The total number of shares of stock that have not vested and that are not reported in Column 8 — “Number of Unearned Shares, Units or Other Rights That Have Not Vested.”

(7)		Represents the number of shares of stock that have not vested and that are not reported in Column 9 — “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” multiplied by the closing price of our common stock on December 29, 2006 (the last trading day of fiscal 2006).

(8)		Represents the “maximum” number of shares that could be earned under outstanding EPP awards. The cycle for the2005-07 EPP grants concludes on December 29, 2007 and the cycle for the2006-08 EPP grants concludes on January 3, 2009. The ultimate number of shares issued under the EPP awards will depend on the number of shares


		earned and the price of our common stock on the actual vesting date. For additional information with respect to these awards, refer to “Executive Compensation — Summary Compensation Table” and “Compensation Discussion and Analysis — Elements of Our Compensation Program.”

(9)		Represents the “maximum” number of shares that could be earned under outstanding EPP awards multiplied by the closing price of our common stock on December 29, 2006 (the last trading day of fiscal 2006). The ultimate value of the EPP awards will depend on the number of shares earned and the price of our common stock on the actual vesting date.

(10)		Represents annual Director option grants made to Mr. Jenness prior to becoming Chairman and Chief Executive Officer in 2005.

(11)		These options vested on February 18, 2007.

(12)		50% of these options vested on February 17, 2007 and 50% vests on February 17, 2008.

(13)		Vests on February 7, 2008.

(14)		Vests on December 29, 2009.

(15)		Vests on February 4, 2008.

Option Exercises and Stock Vested Table

With respect to our NEOs, this table shows (1) the stock options exercised by such officers during 2006 and (2) each officer’s restricted stock awards that vested during 2006. No EPP awards vested in 2006.

Stock Options (disclosed under the “Option Awards” columns). The dollar value reflects the totalpre-tax value realized by such officers (Kellogg stock price at exercise minus the option’s exercise price), not the grant-date fair value or recognized compensation expense disclosed elsewhere in this proxy statement. Value from these option exercises were only realized to the extent Kellogg’s stock price increased relative to the stock price at grant (exercise price). These options have been granted to the NEOs since 1997. Consequently, the value realized by the executives upon exercise of the options was actually earned over a period of up to 10 years.

Restricted Stock (disclosed under the “Stock Awards” columns). The dollar value reflects the finalpre-tax value received by such officers upon the vesting of restricted stock (Kellogg stock price on the vesting date), not the grant-date fair value or recognized compensation expense disclosed elsewhere in this proxy statement. These restricted stock awards were granted in 2003.


	Option Awards				Stock Awards
	Number of Shares		Value Realized on		Number of Shares		Value Realized on
Name	Acquired on Exercise (#)		Exercise ($)		Acquired on Vesting (#)		Vesting ($)

J. M. Jenness		86,889		1,277,970		0		0
J. M. Boromisa		144,017		463,552		0		0
A. D. D. Mackay		559,517		4,273,335		0		0
A. F. Harris		370,970		1,646,903		10,000		504,850
J. W. Montie		131,158		541,009		20,000		1,009,700
J. A. Bryant		194,622		1,558,833		25,000		1,262,125

RETIREMENT AND NON-QUALIFIED DEFINED CONTRIBUTION
AND DEFERRED COMPENSATION PLANS

Pension Plans

The CEO, CFO and other NEOs are eligible to participate in Kellogg-provided pension plans which provide benefits based on years of service and pay (salary plus annual incentive). Our pension plans are comprised of the Kellogg Company Pension Plan and the non-qualified restoration plans, which include the Kellogg Company Executive Excess Plan for accruals after December 31, 2004, and the Kellogg Company Excess Benefit Retirement Plan for accruals on or before December 31, 2004 (collectively, the “Pension Plans”). The Compensation Committee has reviewed the provisions of these plans as they apply to executives and found the benefits payable under the plans to be reasonable by market standards.

Mr. Jenness, our Chairman, who retired from the position of CEO as of December 30, 2006, is entitled to a lump sum pension benefit from Kellogg calculated as of January 1, 2008. The benefit is payable six months after the termination of his employment from Kellogg as a result of Section 409A of the Internal Revenue Code. In accordance with our Pension Plans, the pension benefit (stated as a single life annuity of $155,167) will be converted to a lump sum amount using the PBGC interest rate in effect three months prior to his last day of employment. The lump sum will accrue interest at the 30 year treasury rate for the six-month period prior to payment, which is consistent with how Kellogg handles similar situations.

Below is an overview of our Pension Plans, which is applicable to our executives and activeU.S.-based Kellogg employees (other than Mr. Jenness, as described above):

We changed the retirement benefits formulas effective January 1, 2003, which, based on the implementation approach, resulted in two different formulas for NEOs covered by our Pension Plans: a Grandfathered Formula (applicable to Messrs. Mackay, Harris, Montie and Boromisa) and a Non-Grandfathered Formula (applicable to Mr. Bryant). Below is an overview of the two formulas applicable to our Pension Plans:

The estimated actuarial present value of the retirement benefit accrued through December 30, 2006 appears in the table below. The calculation of actuarial present value is generally consistent with the methodology and assumptions outlined in our audited financial statements, except that benefits are reflected as payable as of the date the executive is first entitled to full unreduced benefits (as opposed to the assumed retirement date) and without consideration of pre-retirement mortality. Specifically, present value amounts were determined based on the financial accounting discount rate for U.S. pension plans of 5.9%, and benefits subject to lump-sum distribution were determined using an interest rate of 3.4% and PBGC mortality assumptions. For further information on our accounting for pension plans, refer to Note 9 within Notes to the Consolidated Financial Statements included in our Annual Report onForm 10-K for the year ended December 30, 2006. The actuarial increase in 2006 of the projected retirement benefits can be found in the Summary Compensation Table under the heading “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” (all amounts reported under that heading represent actuarial increases in our Pension Plans). No payments were made to our NEOs under our Pension Plans during 2006. The number of years of credited service disclosed below equals an executive’s length of service with Kellogg, except that in 2003 Mr. Mackay and Mr. Harris (who are both retirement-eligible) received additional years of credited service under the Pension Plans for retention purposes. Refer to “Employment Agreements.”

PENSION BENEFITS TABLE


			Number
			of Years			Present Value of
			Credited Service			Accumulated		Payments During
Name	Plan Name		(#)			Benefit ($)		Last Fiscal Year ($)

J. M. Boromisa		Pension Plan		26			710,000		0
		Non-Qualified Plan (2004 and before)		24			744,000		0
		Non-Qualified Plan (2005 and after)		2			2,485,000		0
		*TOTAL*					*3,939,000*		0
A. D. D. Mackay		Pension Plan		16			260,000		0
		Non-Qualified Plan (2004 and before)		14			1,733,000		0
		Non-Qualified Plan (2005 and after)		8	(1)		3,144,000		0
		*TOTAL*					*5,137,000*		0
A. F. Harris		Pension Plan		23			478,000		0
		Non-Qualified Plan (2004 and before)		21			1,719,000		0
		Non-Qualified Plan (2005 and after)		5	(2)		2,399,000		0
		*TOTAL*					*4,596,000*		0
J. W. Montie		Pension Plan		19			367,000		0
		Non-Qualified Plan (2004 and before)		17			743,000		0
		Non-Qualified Plan (2005 and after)		2			1,823,000		0
		*TOTAL*					*2,933,000*		0
J. A. Bryant		Pension Plan		9			64,000		0
		Non-Qualified Plan (2004 and before)		7			154,000		0
		Non-Qualified Plan (2005 and after)		2			187,000		0
		*TOTAL*					*405,000*		0


(1)		Mr. Mackay was granted 6 years of additional service credit in 2003 for retention purposes. This additional service credit increased the actuarial present value of his non-qualified pension benefit shown above by $1,442,000.

(2)		Mr. Harris was granted 3.5 years of additional service credit in 2003 for retention purposes. This additional service credit increased the actuarial present value of his non-qualified pension benefit shown above by $626,000.

Non-Qualified Deferred Compensation

We offer both qualified and non-qualified defined contribution plans for employees to elect voluntary deferrals of salary and annual incentive awards. Our defined contribution plans are comprised of (1) the Savings & Investment Plan (which is a qualified plan available to substantially all salaried employees) and (2) the Restoration Savings & Investment Plan (“Restoration Plan”), which is a non-qualified plan as described below. Effective on January 1, 2005, the Restoration Plan was renamed the Grandfathered Restoration Plan to preserve certain distribution options previously available in the old Restoration Plan, but no longer allowed under IRS regulations on deferrals after January 1, 2005. Deferrals after January 1, 2005 are contributed to a new Restoration Plan, which complies with the new IRS regulations on distributions. Under these plans, employees can defer up to 50% of base salary plus annual incentives. Payouts are generally made after retirement or termination of employment with Kellogg either as annual installments or as a lump sum, based on the distribution payment alternative elected under each plan. Participants in the Restoration Plan may not make withdrawals during their employment. Participants in the Grandfathered Restoration Plan may make withdrawals during employment, but must pay a 10% penalty on any in-service withdrawal.

In order to assist employees with saving for retirement, we provide matching contributions on employee deferrals. Under this program, we match dollar for dollar up to 3% of eligible compensation (i.e., base salary plus annual incentive) which is deferred by employees, and 50% of the deferred compensation between 3% and 5% of eligible compensation deferred by employees. Accordingly, if employees contribute 5% of eligible compensation, we provide a matching contribution of 4% of eligible compensation. No Kellogg contributions are provided above 5% of eligible compensation deferred by employees. Kellogg contributions are immediately vested.

Our Restoration Plan is a non-qualified, unfunded plan we offer to employees who are impacted by the statutory limits of the Internal Revenue Code on contributions under our qualified plan. The Restoration Plan allows us to provide the same matching contribution, as a percentage of eligible compensation, to impacted employees as other employees. All contributions to the Restoration Plan are invested in the Stable Income Fund, which was selected by Kellogg (and is one of the 11 investment choices available to employees participating in the Savings & Investment Plan). The Stable Income Fund has provided an interest rate of about 4% per year. As an unfunded plan, no money is actually invested in the Stable Income Fund; contributions and earnings/losses are tracked in a book-entry account and all account balances are general Kellogg obligations.

The following table provides information with respect to our Restoration Plan for each NEO. This table excludes balances in the Savings & Investment Plan, which is a qualified plan available to all salaried Kellogg employees as described above. The information for Mr. Jenness is also with respect to our Deferred Compensation Plan for Non-Employee Directors discussed in the section entitled “2006 Non-Employee Director Compensation and Benefits” and our Executive Deferral Program discussed in the section entitled “Compensation Discussion and Analysis — Elements of Our Compensation Program — Base Salaries.”


							Aggregate
	Executive		Registrant		Aggregate Earnings		Withdrawals/		Aggregate Balance
	Contributions in		Contributions in		in Last FY		Distributions		at Last FYE
Name	Last FY ($)(1)		Last FY ($)(2)		($)		($)		($)(3)(4)

J. M. Jenness		251,513		125,439		87,563		0		848,268
J. M. Boromisa		410,504		41,050		57,127		0		1,418,320
A. D. D. Mackay		345,306		92,082		66,780		0		1,617,225
A. F. Harris		155,493		51,831		47,458		0		1,120,563
J. W. Montie		146,707		48,902		36,026		0		865,569
J. A. Bryant		54,197		43,358		18,042		0		434,289


(1)		Amounts in this column are included in the “Salary”and/or “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.


(2)		Amounts in this column are Kellogg matching contributions and are reflected in the Summary Compensation Table under the heading “All Other Compensation.”

(3)		Aggregate balance as of December 30, 2006 is the total market value of the deferred compensation account, including executive contributions, Kellogg contributions and any earnings, including contributions and earnings from past fiscal years.

(4)		The amounts in the table below are also being reported as compensation in the Summary Compensation Table for 2006 under the headings, “Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation.” Consequently, the difference between the “Aggregate Balance at Last FYE” and the amounts in the table below primarily represent (a) contributions during prior fiscal years by each NEO from his own compensation to the Restoration Plan or, in the case of Mr. Jenness, to our Deferred Compensation Plan for Non-Employee Directors and our Executive Deferral Program, (b) amounts previously reported in the Summary Compensation Table during fiscal years prior to 2006 as contributions from Kellogg and (c) any at market and non-preferential earnings on the accumulated balance in 2006 and prior fiscal years.


	Reported Amounts ($)

J. M. Jenness		376,952
J. M. Boromisa		451,554
A. D. D. Mackay		437,388
A. F. Harris		207,324
J. W. Montie		195,609
J. A. Bryant		97,555

EMPLOYMENT AGREEMENTS

Mr. Jenness and Mr. Mackay. On October 23, 2006, we announced that on December 31, 2006 (the first day of our 2007 fiscal year), A. D. David Mackay, our then President and Chief Operating Officer, would assume the role of Chief Executive Officer, and James M. Jenness, our then Chairman of the Board and Chief Executive Officer, would continue in his role as Chairman. In connection with this announcement, we entered into letter agreements with Mr. Jenness and Mr. Mackay.

Mr. Jenness. Our letter agreement with Mr. Jenness outlines the compensation and benefits to which he will be entitled while serving as Chairman of the Board. Despite the time and effort required to fulfill the responsibilities of Chairman, it is Mr. Jenness’ preference not to receive the compensation commensurate with the role. Given Mr. Jenness’ affection for and commitment to Kellogg and respecting his views, effective December 31, 2006, he will not receive any base salary, be eligible for any annual incentive awards under the 2007 or subsequent annual incentive plans or receive any additional incentives under the LTIP (including stock options and EPP awards). Moreover, effective December 31, 2006, he is no longer eligible to participate in our change of control policy.

Mr. Jenness will retain the equity awards previously granted to him. He will continue to vest in the stock options granted to him in 2005 and 2006, the stock grant he received when he became Chairman and Chief Executive Officer in February 2005 and his2005-2007 EPP award. Again, based on Mr. Jenness’ preference, he is forfeiting his2006-2008 EPP award granted to him in February 2006. In addition, while serving as Chairman, Mr. Jenness will remain eligible to participate in our employee benefit plans and senior executive benefit plans, such as Kellogg’s pension plans, life insurance, medical insurance, dental plan and savings and investment plan. He will also remain entitled to receive the retiree medical insurance, relocation and home sale benefits as described in the letter agreement between him and Kellogg, dated December 20, 2004. Mr. Jenness is entitled to a lump sum pension benefit from Kellogg calculated as of January 1, 2008. The benefit is payable six months after the termination of his employment from Kellogg as a result of Section 409A of the Internal Revenue Code. In accordance with our Pension Plans, the pension benefit (stated as a single life annuity of $155,167) will be converted to a lump sum amount using the PBGC interest rate in effect three months prior to his last day of employment. The lump sum will accrue interest at the 30 year treasury rate for the six-month period prior to payment, which is consistent with how Kellogg handles similar situations.

Mr. Jenness will not be entitled to additional compensation or benefits from us other than as provided for in the letter agreement or other benefits that are vested and accrued as of the termination of his employment. In addition, if Mr. Jenness’ employment is terminated by us for cause (as defined in the agreement), he will forfeit all outstanding equity

awards and will not be entitled to the pension payment described above under “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans.”

In consideration for the benefits provided to him under the letter agreement, Mr. Jenness has entered into non-competition and non-solicitation covenants and has signed a release of claims.

Mr. Mackay. Our letter agreement with Mr. Mackay outlines certain compensation and benefits to which he will be entitled while serving as the Chief Executive Officer. The agreement provides that his starting base salary is $1,100,000 per year, and he is eligible for his first annual merit adjustment in April 2008.

In addition, he is a participant in:


	•	the Kellogg Company Senior Executive Annual Incentive Plan (the “AIP”), with a target award for 2007 under the AIP of 125% of his base salary; and

	•	our LTIP, with a target award to be established by the Compensation Committee at approximately $6,000,000.

In addition, as CEO, his2005-2007 EPP target award would be increased from 19,900 shares to 30,100 shares and his2006-2008 EPP target award would be increased from 19,900 shares to 50,400 shares (which was the Chief Executive Officer target award in 2006).

Mr. Mackay is entitled to certain relocation benefits under an agreement entered into with us on September 1, 2003 (the “2003 Agreement”). He is also entitled to certain pension benefits under the 2003 Agreement and under an agreement entered into with us on August 17, 2004 (the “2004 Agreement”). If Mr. Mackay’s employment is terminated by Kellogg without cause prior to December 31, 2008, Mr. Mackay’s relocation benefits would include (1) business class airfare to Australia for Mr. Mackay and his family, (2) shipping expenses for personal and household effects transported by ocean freight and a limited number of personal items shipped by air transport, (3) normal and customary closing costs payable in connection with the sale of his residence in the Battle Creek/Kalamazoo metropolitan area and (4) the loss on the sale of his residence, if any. Under the 2003 Agreement, Mr. Mackay received six additional years of service credit. In addition, if his employment is terminated by Kellogg without cause, he would be entitled to take a leave of absence through August 16, 2010, during which he would be eligible to receive benefits under the Kellogg Company Severance Benefit Plan. Mr. Mackay will be eligible to retire at the end of the leave of absence and he would receive at that time benefits in accordance with the terms of the plans payable at the retirement of salaried retirees. He could also become entitled to such benefits upon certain terminations of his employment in connection with a change in control of Kellogg.

Mr. Harris. Alan F. Harris ceased to be Executive Vice President and Chief Marketing and Consumer Officer on January 31, 2007. Under agreements with Mr. Harris, he received three and one half years of pension service credit and will be on a leave of absence through July 6, 2009, at which time he will be eligible to retire from Kellogg. During his leave, Mr. Harris will receive severance pay of two years base salary and target annual incentive and will participate in our health and welfare plans in accordance with the terms of our severance plan. Mr. Harris will be subject to restrictive covenants, including non-compete and non-solicitation obligations, for two years after the end of his employment and will sign a release of claims.

Mr. Boromisa. Effective as of December 31, 2006, Jeffrey M. Boromisa, our Chief Financial Officer, was promoted to Senior Vice President, Kellogg Company, and Executive Vice President, Kellogg International, President Asia Pacific. At that time, John A. Bryant, Executive Vice President, Kellogg Company, and President, Kellogg International, assumed the additional role of Chief Financial Officer.

In connection with this change, we entered into a retention agreement with Mr. Boromisa dated December 29, 2006 pursuant to which (1) his compensation will continue to be based on the benchmarks for his previous position; (2) he was awarded 13,000 restricted shares which will vest after three years; (3) he would receive retirement benefits under the Kellogg Company Pension Plan if he is terminated by Kellogg without cause prior to May, 2011 (his retirement date); and (4) he will be subject to standard restrictive covenants, non-compete and non-solicit obligations, for two years after the end of his employment and will sign a release of claims.

POTENTIAL POST-EMPLOYMENT PAYMENTS

Our executive officers are eligible to receive benefits in the event their employment is terminated (1) by Kellogg without cause, (2) upon their retirement, disability or death or (3) in certain circumstances following a change in control. The amount of benefits will vary based on the reason for the termination.

The following sections present calculations as of December 30, 2006 of the estimated benefits our executive officers would receive in these situations. Although the calculations are intended to provide reasonable estimates of the potential benefits, they are based on numerous assumptions and may not represent the actual amount an executive would receive if an eligible termination event were to occur.

In addition to the amounts disclosed in the following sections, each executive officer would retain the amounts which he has earned or accrued over the course of his employmentprior tothe termination event, such as the executive’s balances under our deferred compensation plans, accrued retirement benefits and previously vested stock options. For further information about previously earned and accrued amounts, see “Executive Compensation — Summary Compensation Table,” “Executive Compensation — Outstanding Equity Awards at Fiscal Year End Table,” “Executive Compensation — Option Exercises and Stock Vested Table” and “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans.”

Severance Benefits

If the employment of an executive is terminated without cause, then he or she will be entitled to receive benefits under the Kellogg Company Severance Benefit Plan. Benefits under this plan are not available if an executive is terminated for cause. Messrs. Mackay, Boromisa, Harris, Bryant and Montie participate in our severance plan, which is described below. Mr. Jenness no longer participates in our severance plan. The amounts shown in the table below represent the benefits Mr. Jenness would receive in accordance with the terms of his employment agreement, Kellogg’s LTIP and his pension plan, as described elsewhere in this proxy statement.

In the event we terminate the “at-will” employment of the NEOs (other than Mr. Jenness) for reasons other than cause, they would receive severance-related benefits under the Kellogg Company Severance Benefit Plan. The plan is designed to apply in situations where Kellogg terminates employment for reasons such as (1) performance; (2) a reduction in work force; (3) the closing, sale or relocation of a Kellogg facility; (4) elimination of a position; or (5) other reasons approved by the Kellogg ERISA Administrative Committee. Under the plan:


	•	The executive is entitled to receive cash compensation equal to two times base salary and two times target annual incentive award, paid in installments over a two-year severance period.

	•	We have the discretion to pay the executive an annual incentive award for the current year at no higher than the target level, prorated as of the date of termination.

	•	Previously-granted stock option and restricted stock awards continue to vest during the two-year severance period. All awards not vested or earned after the two-year period are forfeited. EPP awards do not vest under the terms of the severance plan unless the executive is eligible to retire at the time of his termination.

	•	The executive is entitled to continue to participate in health, welfare and insurance benefits during the two-year severance period. However, executives do not earn any additional service credit during the severance period and severance payments are not included in pensionable earnings.

	•	The executive is entitled to receive outplacement assistance for 12 months following termination. Mr. Mackay would also be entitled to relocation benefits if his employment is terminated by Kellogg without cause prior to December 31, 2008.

Severance-related benefits are provided only if the executive executes a separation agreement prepared by Kellogg, which may include non-compete, non-solicitation, non-disparagement and confidentiality provisions.

The following table presents the estimated separation benefits which we would have been required to pay to each NEO if his employment had been terminated as of December 30, 2006.


	Severance Pay
							Vesting of Unvested
	Cash Compensation						Equity Awards						Benefits					Other				Total
			Two Times		2006
			Target		Annual				EPP				Health and		Change to
	Two Times		Annual		Target		Stock		Awards (at		Restricted		Welfare		Retirement			Reloca-		Outplace-
	Base Salary		Incentives		Incentive(2)		Options(3)		max)(4)		Stock(3)		Benefits(5)		Benefits(6)			tion(7)		ment
	($)		($)		($)		($)		($)		($)		($)		($)			($)		($)		($)

A. D. D. Mackay as COO(1)		1,814,000		1,904,700		952,350		1,384,670		3,984,776		0		70,000		1,977,000			390,000		100,000		12,577,496
A. D. D. Mackay as CEO(1)		2,200,000		2,750,000		1,375,000		1,384,670		8,059,660		0		70,000		1,977,000			390,000		100,000		18,306,330
J. M. Jenness		0		0		1,460,550		3,513,027		5,046,048		1,122,796		0		107,000			230,000		0		11,479,421
J. M. Boromisa		956,400		717,300		358,650		550,179		1,682,016		650,780		70,000		82,000			0		100,000		5,167,325
A. F. Harris		1,210,000		907,500		453,750		507,269		1,501,800		0		70,000		820,000			0		100,000		5,570,319
J. W. Montie		1,210,000		1,028,500		514,250		963,060		0		1,256,506		70,000		(1,670,000	)		0		100,000		3,472,316
J. A. Bryant		1,140,000		855,000		427,500		873,950		0		1,141,368		70,000		(37,000	)		0		100,000		4,570,818


(1)		Mr. Mackay served as our President and Chief Operating Officer through December 30, 2006. Mr. Mackay became our President and Chief Executive Officer on December 31, 2006. As required by SEC rules, the table presents the severance benefits which would have been payable to Mr. Mackay assuming a December 30, 2006 termination from his position as our Chief Operating Officer. The table also presents the severance benefits payable to Mr. Mackay in his current role as Chief Executive Officer.

(2)		Payable at Kellogg’s discretion.

(3)		Represents the intrinsic value of unvested stock options and restricted stock as of December 29, 2006, based on a stock price of $50.06.

(4)		Valued based on the maximum number of shares under the2005-2007 EPP and2006-2008 EPP and a stock price of $50.06.

(5)		Represents the estimated value of continued participation in medical, dental and life insurance benefits during the severance period.

(6)		Represents both (a) the incremental value of retiree medical and (b) the increase (decrease) to the estimated actuarial present value of retirement benefit accrued through December 30, 2006 for each NEO associated with terminating an NEO’s employment without cause. The estimated actuarial present value of retirement benefit accrued through December 30, 2006 appears in the Pension Benefits Table on page 40 of this proxy statement. For each NEO, changes to retirement benefits upon severance vary depending on age, service and pension formula at the time of termination. For Mr. Montie, the change to his retirement benefit is negative because, based on his age, service and pension formula, his pension benefit upon severance is paid at a later date (age 65) compared to his pension benefit without severance (age 56).

(7)		Represents the estimated value of relocation and home sale benefits payable to Mr. Mackay and Mr. Jenness. Mr. Mackay is only eligible to receive relocation benefits if his employment is terminated by Kellogg without cause prior to December 31, 2008.

Retirement, Disability and Death

Retirement. In the event of retirement, an executive is entitled to receive (1) the benefits payable under our retirement plans and (2) accelerated vesting of unvested stock options, continued vesting of his or her awards under our outstanding EPP plans (the amount of which will be based on Kellogg’s actual performance during the relevant periods and paid after the end of the performance periods) and continued vesting of his or her restricted stock. We have the discretion to pay an executive an annual incentive award for the current year at no higher than the target level, prorated as of the date of retirement.

The following table presents the estimated benefits payable, based on retirement as of December 30, 2006, to those NEOs who were retirement eligible as of December 30, 2006, assuming they retired on that date. In addition to the benefits shown in this table, the NEOs would be entitled to their vested benefits under our retirement plans, which are described in the section of this proxy statement called “Retirement and Non-Qualified Defined Contribution and Deferred Compensation Plans.”


	Additional Benefits Upon Retirement(1)
					Vesting of Unvested
	Cash Compensation				Equity Awards(3)						Total
			2006
			Annual				EPP
	Base		Target		Stock		Awards		Restricted
	Salary(3)		Incentive(4)		Options(5)		(at max)(6)		Stock(5)
	($)		($)		($)		($)		($)		($)

A. D. D. Mackay(2)as COO		0		952,350		1,384,670		3,984,776		0		6,321,796
A. D. D. Mackay(2)as CEO		0		1,375,000		1,384,670		8,059,660		0		10,819,330
J. M. Jenness		0		1,460,550		3,513,027		5,046,048		1,122,796		11,142,421
A. F. Harris		0		453,750		507,269		1,501,800		0		2,462,819


(1)		Information regarding Messrs. Boromisa, Montie and Bryant is not presented in this table, because these individuals were not retirement eligible as of December 30, 2006. See the “Annual Incentive and Accelerated Vesting” column in the table under “— Retirement, Disability and Death — Death or Disability.”

(2)		Mr. Mackay served as our President and Chief Operating Officer through December 30, 2006. Mr. Mackay became our President and Chief Executive Officer on December 31, 2006. As required by SEC rules, the table presents the incremental retirement benefits which would have been payable to Mr. Mackay assuming a December 30, 2006 retirement from his position as our Chief Operating Officer. The table also presents the incremental retirement benefits payable to Mr. Mackay in his current role as President and Chief Executive Officer.

(3)		Payable through retirement date only.

(4)		Payable at Kellogg’s discretion.

(5)		Represents the intrinsic value of unvested stock options and restricted stock as of December 29, 2006, based on a stock price of $50.06.

(6)		Valued based on the maximum number of shares under the2005-2007 EPP and2006-2008 EPP and a stock price of $50.06.

Death or Disability. Upon the death or disability of an executive, the executive or his or her beneficiary would receive the benefits described in the Additional Benefits Upon Retirement table above (or, in the case of executives who were not retirement eligible as of December 30, 2006, the benefits described below).

In addition, in the event of an executive’s death, his beneficiary would receive payouts under Kellogg-funded life insurance policies and our Executive Survivor Income Plan. However, the deceased executive’s retirement benefits would be converted to a joint survivor annuity, resulting in a decrease in the cost of these benefits. In the event of an executive’s disability, the executive would receive disability benefits starting six months following the onset of the disability with no reductions or penalty for early retirement.

The following table presents the estimated benefits payable upon death or disability as of December 30, 2006.


	Annual
	Incentive
	and
	Accelerated									Adjustments Due to
	Vesting(1)		Adjustments Due to Death							Disability
			Life Insurance
			and Executive
			Survivor		Change to					Change to
			Income Plan		Retirement			Total for		Retirement			Total for
	Total		Benefits(2)		Benefits(3)			Death		Benefits(4)			Disability
	($)		($)		($)			($)		($)			($)

A. D. D. Mackayas COO		6,321,796		8,796,000		(1,616,000	)		13,501,796		7,354,000			13,675,796
A. D. D. Mackayas CEO		10,819,330		9,664,000		(1,616,000	)		18,867,330		7,354,000			18,173,330
J. M. Jenness		11,142,421		11,102,000		(931,000	)		21,313,421		107,000			11,249,421
J. M. Boromisa		3,241,625		3,636,000		(2,332,000	)		4,545,625		1,762,000			5,003,625
A. F. Harris		2,462,819		5,166,000		(2,022,000	)		5,606,819		4,049,000			6,511,819
J. W. Montie		5,497,128		5,006,000		(1,803,000	)		8,700,128		3,983,000			9,480,128
J. A. Bryant		4,925,794		4,656,000		(97,000	)		9,484,794		(37,000	)		4,888,794


(1)		For Messrs. Mackay, Jenness and Harris, represents the amounts shown in the Additional Benefits Upon Retirement table. For Messrs. Boromisa, Montie and Bryant, represents the aggregate value of the 2006 Annual Target Incentive, the intrinsic value of unvested stock options (which would vest upon death or disability), the value of outstanding EPP awards (which would continue to vest following death or disability, be payable based on Kellogg’s actual performance during the relevant periods and be paid following the end of the performance periods) and the intrinsic value of restricted stock (which would continue to vest following death or disability).

(2)		Payment of death benefits for company-paid life insurance and Executive Survivor Income Plan.

(3)		Represents both (a) the incremental value of retiree medical and (b) the decrease to the estimated actuarial present value of retirement benefit accrued through December 30, 2006 for each NEO associated with an NEO’s retirement benefits being converted to a joint survivor annuity upon his death. The estimated actuarial present value of retirement benefit accrued through December 30, 2006 appears in the Pension Benefits Table on page 40 of this proxy statement.

(4)		Represents both (a) the incremental value of retiree medical and (b) the increase (decrease) to the estimated actuarial present value of retirement benefit accrued through December 30, 2006 for each NEO associated with an NEO receiving disability benefits starting six months following the onset of his disability with no reduction or penalty for early retirement. The estimated actuarial present value of retirement benefit accrued through December 30, 2006 appears in the Pension Benefits Table on page 40 of this proxy statement.

Potential Change In Control Payments

We have agreements with Messrs. Mackay, Bryant, Boromisa and Montie, which take effect only if a “change in control” occurs. We also had an agreement in place with Mr. Jenness until December 30, 2006, when he ceased to serve as our Chief Executive Officer.

Our 2003 Long-Term Incentive Plan specifies the treatment of outstanding, unvested equity awards to employees including the NEOs upon the occurrence of a change of control (regardless of whether or not employment terminates). The severance and other benefits payable to Messrs. Mackay, Bryant, Boromisa or Montie under their agreements are due only if (1) there is a change in control and (2) we terminate their employment unrelated to cause, or if they terminate their employment for good reason within three years following a change in control, commonly referred to as a “Double Trigger.” Good reason includes a material diminution of position, decrease in salary or target annual incentive percentage or meaningful change in location.

A “change in control” is defined in the agreements to include a change in a majority of the Board, consummation of certain mergers, the sale of all or substantially all of Kellogg’s assets and Shareowner approval of a complete liquidation or dissolution. The “change in control” definition also includes an acquisition by a party of 20 or 30% of Kellogg common stock, depending on the post-acquisition ownership of the Kellogg Foundation and Gund Family Trusts (the

“Trusts”). The applicable percentage is 20% or more if the Trusts do not collectively own more than 35% of the common stock. The applicable percentage is 30% or more if the Trusts collectively own more than 35% of the common stock.

The change in control severance-related payments consist of the following:

Payments Triggered Upon a Change in Control. Unvested stock options and restricted stock awards become immediately exercisable and payable upon the occurrence of a change in control and do not require termination of employment. EPP awards are payable in full at target level (or above the target level based on actual performance through the change in control), and are not subject to pro ration.

The following table shows the value of unvested equity awards as of December 30, 2006 for each executive listed below upon a change in control.


	Vesting of Unvested Equity Awards
	Stock Options(1)		EPP Awards(2)		Restricted Stock(1)		Total
	($)		($)		($)		($)

A. D. D. Mackayas COO		1,384,670		3,984,776		0		5,369,446
A. D. D. Mackayas CEO		1,384,670		8,059,660		0		9,444,330
J. M. Jenness		3,513,027		5,046,048		1,122,796		9,681,871
J. M. Boromisa		550,179		1,682,016		650,780		2,882,975
A. F. Harris		507,269		1,501,800		0		2,009,069
J. W. Montie		963,060		2,763,312		1,256,506		4,982,878
J. A. Bryant		873,950		2,482,976		1,141,368		4,498,294


(1)		Represents the intrinsic value of unvested stock options and restricted stock as of December 29, 2006, based on a stock price of $50.06.

(2)		Valued based on the maximum number of shares under the2005-2007 EPP and2006-2008 EPP and a stock price of $50.06.

Payments Triggered Upon a Termination Following a Change in Control. Cash severance is payable in the amount of three times the current annual salary plus three times the highest annual incentive award earned or received during the three years before the change in control. In addition, executives are entitled to receive the annual incentive award for the current year at the higher of target or the actual formula-calculated award, prorated as of the date of termination. This amount is payable as a lump sum within 30 days after termination.

The executive will continue to participate in benefit and retirement pension plans for a three-year period following termination, and will also receive outplacement assistance. The additional retirement benefits would equal the actuarial equivalent of the benefit the executive would have received for three years of additional participation under Kellogg’s retirement plans. As described above, Mr. Mackay would also receive relocation benefits to enable him to return to Australia, if he is terminated without cause prior to December 31, 2008.

The agreements provide for“gross-up” payments to cover any federal excise taxes owed on change in control-related severance payments/benefits. The“gross-up” is an additional payment that would cover (1) the amount of federal excise taxes and (2) the additional income taxes resulting from payment of the“gross-up.”

The following table assumes that each executive is terminated after a change in control for reasons other than cause, retirement, disability or death. The unvested equity awards that vested upon the change in control, shown in the table immediately above, are also shown in the column “Vesting of Unvested Equity.” These values are estimated as of December 30, 2006.


																								Estimated
																								Payments
	Cash Compensation						Benefits							Other				Subtotal						Following CIC
	Three		Three				Health		Change			Other
	Times		Times		2006		and		to			Benefits								Vesting of				Total If
	Base		Annual		Annual		Welfare		Retirement			and						If Termination		Unvested		Excise Tax		Termination
	Salary		Incentive		Incentive		Benefits		Benefits(3)			Perquisites(4)		Relocation		Outplacement		Occurs		Equity		Gross-Up(5)		Occurs
	($)		($)		($)		($)		($)			($)		($)		($)		($)		($)		($)		($)
A. D. D. Mackayas COO(1)		2,721,000		4,869,900		1,623,300		100,000		3,576,000			100,000		390,000		100,000		13,480,200		5,369,446		5,644,584		24,494,230
A. D. D. Mackayas CEO(1)		3,300,000		4,869,900		1,623,300		100,000		4,360,000			100,000		390,000		100,000		14,843,200		9,444,330		7,702,879		31,990,409
J. M. Jennessas Chairman and CEO(2)		3,370,500		7,448,700		2,482,900		100,000		1,231,000			100,000		230,000		100,000		15,063,100		9,681,871		7,366,733		32,111,704
J. M. Jenness as Chairman(2)		0		0		1,460,550		0		107,000			0		230,000		0		1,797,550		9,681,871		0		11,479,421
J. M. Boromisa		1,434,600		1,826,100		608,700		100,000		941,000			100,000		0		100,000		5,110,400		2,882,975		3,514,586		11,507,961
A. F. Harris		1,815,000		2,692,500		897,500		100,000		1,540,000			100,000		0		100,000		7,245,000		2,009,069		3,191,324		12,445,393
J. W. Montie		1,815,000		2,544,600		848,200		100,000		(1,391,000	)		100,000		0		100,000		4,116,800		4,982,878		2,493,316		11,592,994
J. A. Bryant		1,710,000		2,226,000		742,000		100,000		191,000			100,000		0		100,000		5,169,000		4,498,294		2,254,212		11,921,506


(1)		Mr. Mackay served as our President and Chief Operating Officer through December 30, 2006. Mr. Mackay became our President and Chief Executive Officer on December 31, 2006. As required by SEC rules, the table presents the changes to the retirement benefits which would have been payable to Mr. Mackay assuming a December 30, 2006 retirement from his position as our Chief Operating Officer. The table also presents the changes to the retirement benefits payable to Mr. Mackay in his current role as President and Chief Executive Officer.

(2)		Mr. Jenness served as our Chairman and Chief Operating Officer through December 30, 2006. Mr. Jenness became our Chairman on December 31, 2006. As required by SEC rules, the table presents the change in control benefits which would have been payable to Mr. Jenness assuming a change in control on December 30, 2006. The table also presents the change in control benefits payable to Mr. Jenness in his current role as Chairman.

(3)		Represents both (a) the incremental value of retiree medical and (b) the increase (decrease) to the estimated actuarial present value of retirement benefit accrued through December 30, 2006 for each NEO associated with terminating an NEO’s employment without cause following a change in control. The estimated actuarial present value of retirement benefit accrued through December 30, 2006 appears in the Pension Benefits Table on page 40 of this proxy statement. For each NEO, changes to retirement benefits upon change in control vary depending on age, service and pension formula at the time of termination. For Mr. Montie, the change to his retirement benefit is negative because, based on his age, service and pension formula, his pension benefit upon change in control is paid at a later date (age 65) compared to his pension benefit without change in control (age 56). His change in control pension benefit is also increased because of the additional three years of service provided by change in control.

(4)		Consists of Kellogg-paid death benefit, financial planning and physical exam over a three-year period after a termination following a change in control.

(5)		The excise taxgross-up payment would apply to amounts triggered by the change of control (as shown in the Vesting of Unvested Equity table) and amounts triggered by an eligible termination following a change of control (as shown in the table above). Represents the estimated amount payable to the executive for taxes (excise and related income taxes) owed on severance-related benefits/payments following a change in control and termination of employment that occur on December 30, 2006. The estimated values in this column were developed based on the provisions of Section 280G and 4999 of the Internal Revenue Code. The actual amount, if any, of the excise taxgross-up will depend upon the executive’s pay, terms of a change in control transaction and the subsequent impact on the executive’s employment.

RELATED PERSON TRANSACTIONS

Policy For Evaluating Related Person Transactions. The Board has adopted a written policy relating to the Nominating and Governance Committee’s review and approval of transactions with related persons that are required to be disclosed in proxy statements by SEC regulations, which are commonly referred to as “Related Person Transactions.” A “related person” is defined under the applicable SEC regulation and includes our directors, executive officers and 5% or more beneficial owners of our common stock. The Corporate Secretary administers procedures adopted by the Board with respect to related person transactions and the Nominating and Governance Committee reviews and approves all such transactions. At times, it may be advisable to initiate a transaction before the Nominating and Governance Committee has evaluated it, or a transaction may begin before discovery of a related person’s participation. In such instances, management consults with the Chair of the Nominating and Governance Committee to determine the appropriate course of action. Approval of a related person transaction requires the affirmative vote of the majority of disinterested directors on the Nominating and Governance Committee. In approving any related person transaction, the Nominating and Governance Committee must determine that the transaction is fair and reasonable to Kellogg. The Nominating and Governance Committee periodically reports on its activities to the Board. The written policy relating to the Nominating and Governance Committee’s review and approval of related person transactions is available on our website under the “Investor Relations” tab, at the “Corporate Governance” link.

The related person transaction referred to under the heading “Related Person Transactions” below was approved by the disinterested members of the Board of Directors.

Related Person Transactions. Refer to pages 7 and 8 of this proxy statement for a description of the Trust Transactions.

Compensation Committee Interlocks and Insider Participation. Pages 7 and 8 of this proxy statement include a description of the Trust Transactions. Dr. Richardson retired as a Director and a member of the Compensation Committee effective February 16, 2007. He retired as a trustee of the Kellogg Trust on January 31, 2007, and is currently President Emeritus of the Kellogg Foundation.

PROPOSAL 2 — RATIFICATION OF PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP has been appointed by the Audit Committee, which is composed entirely of independent directors, to be the independent registered public accountant for us for fiscal year 2007. PricewaterhouseCoopers LLP was our independent registered public accountant for fiscal year 2006. A representative of PricewaterhouseCoopers LLP is expected to be present at the annual meeting and to have an opportunity to make a statement if they desire to do so. The PricewaterhouseCoopers LLP representative is also expected to be available to respond to appropriate questions at the meeting.

If the Shareowners fail to ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee would reconsider its appointment.

THE BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS KELLOGG’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Fees Paid to Independent Registered Public Accounting Firm

Audit ~~Fees~~Fees.

The aggregate amount of fees billed to ~~the Company~~Kellogg by PricewaterhouseCoopers LLP for professional services rendered for the audit of ~~the Company’s~~our consolidated financial statements and for reviews of ~~the Company’s~~our financial statements included in ~~the Company’s~~Kellogg’s Quarterly Reports onForm 10-Q was approximately $5.0 million in 2006 and $5.7 million in ~~2005 and $5.2 million in 2004.~~2005.

Audit-Related ~~Fees~~Fees.

The aggregate amount of fees billed to ~~the Company~~Kellogg by PricewaterhouseCoopers LLP for assistance and related services reasonably related to the performance of the audit of ~~the Company’s~~our consolidated financial statements and for reviews of ~~the Company’s~~our financial statements included in ~~the Company’s~~Kellogg’s Quarterly Reports onForm 10-Q, which were not included in “Audit Fees” above was approximately ~~$0.6~~$0.5 million in ~~2005~~2006 and $0.6 million in ~~2004.~~2005. This assistance and related services generally consisted of consultation on the accounting or disclosure treatment of transactions or events and employee benefit plan audits.

Tax ~~Fees~~Fees.

The aggregate amount of fees billed to ~~the Company~~Kellogg by PricewaterhouseCoopers LLP for professional services rendered for tax compliance, tax advice, and tax planning was approximately $2.4 million in 2006 and $2.7 million in ~~2005 and $3.1 million in 2004.~~2005. These tax compliance, tax advice and tax planning services generally consisted of U.S., federal, state, local and international tax planning, compliance and advice and expatriate and executive tax services, with over ~~$0.6~~$0.7 million being spent for tax compliance in ~~2005~~2006 and over ~~$1.5~~$0.6 million being for tax compliance in ~~2004.~~2005.

All Other ~~Fees~~Fees.

The aggregate amount of all other fees billed to ~~the Company~~Kellogg by PricewaterhouseCoopers LLP for services ~~which were~~ rendered, ~~to the Company,~~ and which were not included in “Audit Fees,” “Audit-Related Fees,” or “Tax Fees” above, was $0 in both ~~2005~~2006 and ~~2004.~~2005.

Preapproval Policies and Procedures

The Charter of the Audit Committee and policies and procedures adopted by the Audit Committee provide that the Audit Committee shall pre-approve all audit, internal control-related and all permitted non-audit engagements and services (including the fees and terms thereof) by the independent registered public accountants (and their affiliates), and shall disclose such services in ~~the Company’s~~Kellogg’s SEC filings to the extent required. Under the policies and procedures adopted by the Audit Committee, the Audit Committee pre-approves detailed and specifically described categories of services which are expected to be conducted over the subsequent twelve months or a longer specified period, except for the services and engagements which the Chairman has been authorized to pre-approve or approve. The Chairman of the Audit Committee has been delegated the authority to pre-approve or approve up to $500,000 of such engagements and services, but shall report such approvals at the next full Audit Committee meeting. Such policies and procedures do not include delegation of the Audit Committee’s responsibilities to ~~Company~~Kellogg management.

All of the services described above for ~~2005~~2006 and ~~2004~~2005 were pre-approved by the Audit Committeeand/or the Committee Chairman before PricewaterhouseCoopers LLP was engaged to render the services.

Audit Committee Report

The Audit Committee oversees our financial reporting process on behalf of the Board. The Committee is composed of three independent directors (as defined by the New York Stock Exchange Listing Standards), met six times in 2006 and

~~Proposal 1.~~

~~ELECTION OF DIRECTORS~~

The Amended Restated Certificate of Incorporation and the Bylaws of the Company provide that the Board of Directors shall be comprised of not less than seven and no more than fifteen directors divided into three classes as nearly equal in number as possible, and that each director shall be elected foroperates under a ~~term of three years with the term of one class expiring each year.~~

Four directors are to be reelected at the 2006 Annual Meeting to serve for a term ending at the 2009 Annual Meeting of Share Owners, and the Proxies cannot be voted for a greater number of persons than the number of nominees named. There are currently twelve members of the Board.

~~The Board of Directors recommends that the Share Owners vote “FOR” the following nominees:~~ ~~John T. Dillon, James M. Jenness, L. Daniel Jorndt, and William D. Perez. Each nominee was proposed for reelection by the Nominating and Governance Committee for consideration~~written charter last amended by the Board ~~and proposal to~~in February 2006, which is posted on our website at
http://investor.kelloggs.com/governance.cfm. As provided in the ~~Share Owners.~~

~~Nominees for Election for a three-year term expiring at~~Charter, the ~~2009 Annual Meeting~~

~~JOHN T. DILLON.~~ Mr. Dillon, age 67, has served as a director of the Company since 2000. He is Vice Chairman of Evercore Capital Partners and a Senior Managing Director of that firm’s investment activities and private equity business. He retired in October 2003 as Chairman of the Board and Chief Executive Officer of International Paper Company, a position he held since 1996, and retired as Chairman of the Business Roundtable in June 2003. He is also a director of Caterpillar Inc., E. I. du Pont de Nemours and Company, Vertis, Inc. and Specialty Products & Insulation Co.

~~JAMES M. JENNESS.~~ Mr. Jenness, age 59, has been Chairman and Chief Executive Officer of the Company since February 2005 and has served as a director of the Company since 2000. He was Chief Executive Officer of Integrated Merchandising Systems, LLC, a leader in outsource management of retail promotion and branded merchandising from 1997 to December 2004. Before joining Integrated Merchandising Systems, Mr. Jenness served as Vice Chairman and Chief Operating Officer of the Leo Burnett Company from 1996 to 1997 and, before that, as Global Vice Chairman North America and Latin America from 1993 to 1996. He has also been a trustee of the W. K. Kellogg Foundation Trust since 2005.

~~L. DANIEL JORNDT.~~ Mr. Jorndt, age 64, has served as a director of the Company since 2002. Mr. Jorndt retired in January 2003 as a director of Walgreen Co. and from his position as Chairman of the Board of Walgreen Co. He had been Chairman of the Board since 1999, was Chief Executive Officer from 1998 to 2002 and was Chief Operating Officer and President from 1990 to 1999.

~~WILLIAM D. PEREZ.~~ Mr. Perez, age 58, has served as a director of the Company since 2000. He is the former President and Chief Executive Officer of NIKE, Inc. and previously was President and Chief Executive Officer of S. C. Johnson & Son, Inc.

~~Continuing Directors to serve until the 2007 Annual Meeting~~

~~BENJAMIN S. CARSON, SR.~~ Dr. Carson, age 54, has served as a director of the Company since 1997. He is Professor and Director of Pediatric Neurosurgery, The Johns Hopkins Medical Institutions, a position he has held since 1984, as well as Professor of Oncology, Plastic Surgery, Pediatrics and Neurosurgery at The Johns Hopkins Medical Institutions. Dr. Carson is also a director of Costco Wholesale Corporation.

~~GORDON GUND.~~ Mr. Gund, age 66, has served as a director of the Company since 1986. He is Chairman and Chief Executive Officer of Gund Investment Corporation, which manages diversified investment activities. He is also a director of Corning Incorporated.

~~DOROTHY A. JOHNSON.~~ Ms. Johnson, age 65, has served as a director of the Company since 1998. Ms. Johnson is President of the Ahlburg Company, a philanthropic consulting agency, a position she has held since February 2000, and President Emeritus of the Council of Michigan Foundations, which she led as President and Chief Executive

Officer from 1975 to 2000, and is on the Board of Directors of the Corporation for National and Community Service and AAA Michigan. She has been a member of the Board of Trustees of the W. K. Kellogg Foundation since 1980.

~~ANN MCLAUGHLIN KOROLOGOS.~~ Ms. McLaughlin Korologos, age 64, has served as a director of the Company since 1989. She is currently Chairman, RAND Board of Trustees; Chairman Emeritus of The Aspen Institute, a nonprofit organization; and is a former U.S. Secretary of Labor. She is also a director of Microsoft Corporation; AMR Corporation (and its subsidiary, American Airlines); Host Marriott Corporation; Fannie Mae; and Harman International Industries, Inc.

~~Continuing Directors to serve until the 2008 Annual Meeting~~

~~CLAUDIO X. GONZALEZ.~~ Mr. Gonzalez, age 71, has served as a director of the Company since 1990. He has been Chairman of the Board and Chief Executive Officer of Kimberly-Clark de Mexico, S.A. de C.V., a producer of consumer disposable tissue products and writing and other papers, since 1973. He is also a director of Kimberly-Clark Corporation; General Electric Company; The Home Depot; Investment Co. of America; Grupo ALFA; Grupo Mexico; Grupo Carso; Grupo Televisa; America Movil; and The Mexico Fund.

~~A. D. DAVID MACKAY.~~ Mr. Mackay, age 50, has served as a director of the Company since February 2005. He is President and Chief Operating Officer of the Company. Mr. Mackay joined Kellogg Australia in 1985 and held several positions with Kellogg USA, Kellogg Australia and Kellogg New Zealand before leaving the Company in 1992. He rejoined Kellogg Australia in 1998 as managing director and was appointed managing director of Kellogg United Kingdom and Republic of Ireland later in 1998. He was named Senior Vice President and President, Kellogg USA in July 2000, Executive Vice President in November 2000, and President and Chief Operating Officer in September 2003. He is also a director of Fortune Brands, Inc.

~~WILLIAM C. RICHARDSON.~~ Dr. Richardson, age 65, has served as a director of the Company since 1996. He is President Emeritus, former President and Chief Executive Officer and a member of the Board of Trustees of the W. K. Kellogg Foundation. He is also a trustee of the W. K. Kellogg Foundation Trust. He is also a director of CSX Corporation, The Bank of New York Company, Inc. and the Exelon Corporation.

~~JOHN L. ZABRISKIE.~~ Dr. Zabriskie, age 66, has served as a director of the Company since 1995. He is also co-founder and Director of PureTech Ventures, LLC, a firm that co-founds life science companies. In 2001, he became Chairman of the Board of Directors of MacroChem Corporation. In 1999, he retired as Chief Executive Officer of NEN Life Science Products, Inc., a position he had held since 1997. From November 1995 to January 1997, Dr. Zabriskie served as President and Chief Executive Officer of Pharmacia & Upjohn, Inc. Dr. Zabriskie is also a director of the following public companies: Array Biopharma, Inc; and MacroChem Corporation; and the following privately-held companies: Protein Forest, Inc.; Puretech Ventures, L.L.C., ARCA Discovery and Cellicon Biotechnologies.

~~ABOUT THE BOARD OF DIRECTORS~~

The Board of Directors has the following standing committees: Executive Committee, Audit Committee, Compensation Committee, Nominating and Governance Committee, Finance Committee, Consumer Marketing Committee, and Social Responsibility Committee.

The Executive Committee is generally empowered to act on behalf of the Board between meetings of the Board, with some exceptions. The Executive Committee did not meet in 2005. The members of the Executive Committee currently are Mr. Jenness, Chair, Dr. Carson, Mr. Dillon, Mr. Gund, Mr. Perez, Dr. Richardson, and Dr. Zabriskie.

~~The Audit Committee assists the Board in~~Committee’s oversight responsibilities include monitoring the integrity of ~~the Company’s~~our financial statements (including reviewing financial information, the systems of internal controls, the audit process and the independence and performance of our internal and independent registered public accountants) and Kellogg’s compliance with legal and regulatory requirements. However, management has the ~~Company’s~~primary responsibility for the financial statements and the reporting process, including Kellogg’s systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed and discussed the audited financial statements to be included in the 2006 Annual Report onForm 10-K with management, including a discussion of the quality and the acceptability of Kellogg’s financial reporting and controls.

The Committee reviewed with the independent registered public accountants, PricewaterhouseCoopers LLP, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality and acceptability of our financial reporting, internal control and such other matters as are required to be discussed with the Committee under generally accepted auditing standards. In addition, the Committee has discussed with the independent registered public accountants the ~~performance of~~matters required to be discussed by Statement on Auditing Standards No. 61,“Communications With Audit Committees,”No. 89,“Audit Adjustments”and No. 90,“Audit Committee Communications.”

The Committee has discussed with the ~~Company’s internal audit function and~~ independent registered public accountants their independence from Kellogg and its management, including matters in the written disclosures and the ~~compliance~~letter from the independent registered public accountants required by Independent Standards Board Standard No. 1,“Independence Discussions With Audit Committees.”The Committee also has considered whether the ~~Company with legal and regulatory requirements. The Audit Committee, or its Chairman, also pre-approves all audit, internal control-related and permitted non-audit engagements and services~~provision by the independent registered public accountants ~~and~~of non-audit professional services is compatible with maintaining their ~~affiliates. It~~independence.

The Committee also ~~discusses and/or reviews specified matters~~discussed with our internal auditors and ~~receives specified information or assurances from, Company management and the~~ independent registered public ~~accountants.~~accountants the overall scope and plans for their respective audits. The Committee meets periodically with the internal auditors and independent registered public accountants, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The Committee also ~~has the sole authority to appoint or replace~~meets privately with the independent registered public accountants, ~~which directly report into~~General Counsel, Corporate Controller and Vice President of Internal Audit at each in-person meeting.

In reliance on the ~~Audit~~reviews and the discussions referred to above, the Committee ~~and is directly responsible~~recommended to the Board that the audited financial statements be included in the Annual Report onForm 10-K for the ~~compensation and oversight of~~fiscal year ended December 30, 2006, for filing with the SEC. The Committee also reappointed our independent registered public ~~accountants. It met six times in 2005.~~

The members of the Audit Committee currently are Mr. Dillon, Chair, Mr. Jorndt, Mr. Perez, and Dr. Zabriskie. Each member of the Audit Committee has been determined by the Board of Directors to be an “audit committee financial expert” (as that term is defined in paragraph (h) of Item 401 of SEC Regulation ~~S-K).~~ Each member had experience actively supervising a principal financial officer and/or principal accounting officer. Each of the Committee members meets the independence requirements of the New York Stock Exchange.accountants for Kellogg’s 2007 fiscal year.

The Compensation Committee, among other responsibilities, reviews and makes recommendations for the compensation of senior management personnel and monitors overall compensation for senior executives; reviews and recommends, subject to approval by the independent members of the Board, the corporate goals and objectives and compensation of the Chief Executive Officer; has sole authority to retain or terminate any compensation consultant used to evaluate senior executive compensation; oversees and administers employee benefit plans to the extent provided in those plans; and reviews trends in management compensation. It met four times in 2005. The members of the Compensation Committee currently are Dr. Zabriskie, Chair, Mr. Gonzalez, Mr. Gund, Mr. Jorndt, Ms. McLaughlin Korologos, and Dr. Richardson. Each of the Committee members meets the independence requirements of the New York Stock Exchange.

The Nominating and Governance Committee, among other responsibilities, assists the Board by identifying and reviewing the qualifications of candidates for Directors and in determining the criteria for new Directors; recommends nominees for Director to the Board; recommends committee chairs and members and changes in the Corporate Governance Guidelines to the Board; monitors the performance of Directors and conducts performance evaluations of each Director before being re-nominated to the Board; administers the annual evaluation of the Board; provides annually an evaluation of CEO performance used by the independent members of the Board in their annual review of CEO performance; considers and, if appropriate, approves waivers to Codes of Conduct and Ethics for directors and senior officers, respectively, and the Corporate Governance Guidelines makes a report on succession planning at least annually; provides an annual review of the independence of Directors to the Board; and reviews Director compensation annually and recommends any changes to the Board. The Chairman of this Committee, as Lead Director, also presides at executive sessions of the Board. It met four times in 2005. The members of the Nominating and Governance Committee are Mr. Gund, Chair, Dr. Carson, Mr. Gonzalez, Ms. McLaughlin Korologos, and Dr. Zabriskie. Each of the Committee members meets the independence requirements of the New York Stock Exchange.

The Finance Committee reviews matters regarding the financial and capital structure of the Company, borrowing commitments, and other significant financial matters. It met three times in 2005. The members of the Finance Committee are Dr. Richardson, Chair, Mr. Dillon, Mr. Gonzalez, Mr. Gund, and Ms. Johnson.

The Social Responsibility Committee reviews the manner in which the Company discharges its social responsibilities and recommends to the Board policies, programs, and practices it deems appropriate to enable the Company to carry out and discharge fully its social responsibilities. It met two times in 2005. The members of the Social Responsibility Committee are Dr. Carson, Chair, Ms. Johnson, Ms. McLaughlin Korologos, and Dr. Richardson.

The Consumer Marketing Committee reviews matters regarding the Company’s marketing activities, including strategies, programs, spending, and execution quality. It met two times in 2005. The members of the Consumer Marketing Committee are Mr. Perez, Chair, Mr. Gonzalez, Mr. Gund, Ms. Johnson, Mr. Jorndt, Ms. McLaughlin Korologos, and Dr. Richardson.

The Board held eleven meetings in 2005. All of the incumbent directors attended at least 75% of the total number of meetings of the Board and of all Board committees of which the directors were members during 2005.

~~Under Corporate Governance Guidelines adopted by the Board:~~


	•	a majority of the directors, and all of the members of the Audit, Compensation, and Nominating and Governance Committees, are required to meet the independence requirements of the New York Stock Exchange;

	•	one of the directors (usually the Chair of the Nominating and Governance Committee, unless otherwise determined by the Board) is to be designated a Lead Director, who shall approve proposed meeting agendas and schedules, may call executive sessions of the non-management Directors and shall establish a method for Share Owners and other interested parties to use in communicating their concerns;


	•	~~the Board and each Board committee have the power to hire independent legal, financial or other advisors as they may deem necessary, without consulting the Company in advance;~~

	•	~~non-management directors will meet in executive sessions at least three times annually;~~

	•	~~the Board and Board committees will conduct annual self-evaluations;~~

	•	~~the independent members of the Board will conduct an annual review of the CEO’s performance in executive session and determine the CEO’s compensation;~~

	•	~~any officer of the Company who is a director shall resign from the Board when such individual ceases to be employed by the Company;~~

	•	other directors who change their principal responsibility or occupation from that held when they were elected shall volunteer to resign from the Board for its consideration, although these directors would not necessarily leave the Board in every instance;

	•	~~directors shall have free access to officers and employees of the Company;~~

	•	~~all new directors shall participate in the Company’s orientation program;~~

	•	~~no director may be nominated for a new term if he or she would be seventy-two or older at the time of election;~~

	•	~~no director shall serve as a director, officer, or employee of a competitor; and~~

	•	all directors are expected to comply with stock ownership guidelines for directors, under which they are generally expected to hold at least five times their annual retainer in stock and stock equivalents, subject to a phase-in period.

The Board has determined that all current directors (other than Messrs. Jenness and Mackay) are independent based on the following standards: (a) no entity (other than a charitable entity) of which a Director is an employee in any position or any immediate family member (as defined) is an executive officer, made payments to, or received payments from, the Company and its subsidiaries in any of the 2005, 2004, or 2003 fiscal years in excess of the greater of (i) $1 million or (ii) two percent of that entity’s annual consolidated gross revenues; (b) no Director, or any immediate family member employed as an executive officer of the Company or its subsidiaries, received in any twelve month period within the last three years more than $100,000 per year in direct compensation from the Company or its subsidiaries, other than director and committee fees and pension or other forms of deferred compensation for prior service not contingent in any way on continued service; (c) the Company did not employ a Director in any position, or any immediate family member as an executive officer, during the past three years; (d) no Director was currently employed by the present or former independent or internal auditor of the Company (“Auditor”), no immediate family member of a Director was a current partner of the Auditor, no Director or immediate family member was an employee of the Auditor who personally worked on the Company’s audit during the past three years and no immediate family member of a Director was a current employee of the Auditor and participated in the Auditor’s audit, assurance or tax compliance practice; (e) no Director or immediate family member served as an executive officer of another company during the past three years at the same time as a current executive officer served on the compensation committee of such company; and (f) no other material relationship exists between any Director and the Company or its subsidiaries.

In connection with its independence determinations, the Board noted that the Company entered into two agreements with the W.K. Kellogg Foundation Trust (the “Trust”), one dated as of November 8, 2005 (the “2005 Agreement”) and one dated as of February 16, 2006 (the “2006 Agreement” and together with the 2005 Agreement, “the Agreements”) under which the Company would repurchase a total of 22,156,318 shares of the Company’s common stock from the Trust for an aggregate cash purchase price of $950 million (collectively, the “Trust Transactions”). The Company also agreed in the 2005 Agreement to provide the Trust with certain registration rights with respect to additional shares of common stock owned by the Trust, subject to a right to repurchase those shares granted by the Trust to the Company; the 2006 Agreement extinguished those rights. William C. Richardson, a director of the Company, is a trustee of the Trust and the President Emeritus of the W.K. Kellogg Foundation (the “Foundation”), a charitable foundation that is the sole beneficiary of the Trust, and until January, 2006, was the president and chief executive officer of the Trust. Under the Trust’s governing instrument, at least one member of the Company’s Board must be a trustee of the Trust.

In connection with, and following the Company’s execution of the Agreements, the Board determined that Dr. Richardson continued to qualify as independent under the NYSE listing standards, and that the Agreements and the Trust Transactions were not material for these purposes. In reaching this conclusion, the Board took into account: that the Agreements and the Trust Transactions contemplated thereby were each negotiated on an~~arms’-length~~ basis and, on behalf of the Company, by either a special committee of the Board comprised of two independent directors unaffiliated with the Trust and the Foundation (in the case of the 2005 Agreement) or the full Board (with directors who are affiliated with the Trust or Foundation not participating in the deliberations or approval) (in the case of the 2006 Agreement); that Dr. Richardson did not participate in any of the Board or special committee deliberations regarding either Agreement or the Trust Transactions; that the price of the shares sold in the Trust Transactions was based on a discount to market; that the Trust Transactions were with respect to a total of approximately 5% of the Company’s outstanding shares and that completion of the Trust Transactions would result in the Trust’s ownership of the Company’s outstanding common stock being reduced from approximately 29% to approximately 25%; that Dr. Richardson is not a beneficiary of the Trust or of the Foundation; that Dr. Richardson’s compensation in respect of his service to the Trust and the Foundation has not been and is in no way related to the Trust Transactions; and that Dr. Richardson did not and will not receive, directly or indirectly, any of the proceeds of, or other interest in, the Trust Transactions.

~~Non-Employee Director Compensation and Benefits~~

Each non-employee director currently receives: (1) an annual retainer fee of $70,000; (2) $10,000 if he or she served as Chairman of the Audit or Compensation Committee; (3) $5,000 if he or she served as Chairman of another committee; (4) $2,000 for each Audit Committee meeting attended; (5) $1,500 for each other committee meeting attended (other than executive committee meetings held on the same day as a regular Board meeting); and (6) reimbursement for all expenses incurred in attending such meetings. Non-employee directors receive no separate fees for attending Board meetings, and directors who are employees receive no fees for attending Board or Board committee meetings.

Under the Non-Employee Director Stock Plan approved by Share Owners, each eligible non-employee director annually is granted options to purchase 5,000 shares of common stock, which are for ten-year terms and generally become exercisable six months after grant. Each eligible non-employee director is also annually awarded 1,700 shares of common stock, which are placed in the Kellogg Company Grantor Trust for Non-Employee Directors (the “Grantor Trust”). Under the terms of the Grantor Trust, shares are available to a director only upon termination of service on the Board.

Under the Deferred Compensation Plan for Non-Employee Directors, non-employee directors may each year irrevocably elect to defer all or a portion of their cash compensation payable for the following year. The amount deferred is credited to an account in the form of units equivalent to the fair market value of the Company’s common stock. If the Board declares dividends, a fractional unit representing the dividend is credited to the account of each participating director. A participant’s account balance is paid in cash or shares of the Company’s common stock upon termination of service as a director, over a period from one to ten years at the election of the director and, if paid in cash, the unpaid account balance accrues interest annually at the prime rate in effect when the termination of service occurred.

The Company maintains Director and Officer Liability Insurance, individually insuring the directors and officers of the Company against losses that they become legally obligated to pay resulting from their actions while performing duties on behalf of the Company. The Company also maintains travel accident insurance for each director.

Prior to December 1995, the Company had a Director’s Charitable Awards Program in which each director could name up to four organizations to which the Company would contribute an aggregate of $1 million upon the death of the director. In 1995, the Board voted to discontinue this program for directors first elected after December 1995.

~~EXECUTIVE COMPENSATION~~

~~Summary Compensation Table~~

The following table provides information for the last three years concerning the compensation of the Company’s current and previous Chief Executive Officer and its four other most highly compensated executive officers.

Long-Term Compensation
Annual Compensation
Restricted Securities Long-Term
Other Annual Stock Underlying Incentive All Other
Salary Bonus Compensation Awards Options Plan Payouts Compensation
Name and Principal Year ($) ($) ($)(1) ($)(2) (#)(3) ($)(4) ($)(5)

James M. Jenness 2005 $ 928,846 $ 2,252,250 — $ 1,000,000 425,000 $ -0- $ 38,236
Chairman of the Board and Chief Executive Officer(6)
Carlos M. Gutierrez 2005 260,421 -0- — -0- -0- -0- 108,205
Former Chairman 2004 1,048,969 2,433,000 80,000 -0- 1,359,100 500,000 113,579
of the Board and 2003 1,004,808 1,685,600 — -0- 844,782 4,586,000 117,036
Chief Executive Officer(7)
A. D. David Mackay 2005 849,380 1,623,300 — -0- 424,742 444,000 96,949
President and 2004 769,219 1,397,400 — -0- 433,884 500,000 64,690
Chief Operating 2003 657,757 775,000 — -0- 176,798 1,207,600 64,682
Officer
Alan F. Harris 2005 593,160 897,500 — -0- 317,055 314,500 67,829
Executive Vice 2004 573,581 741,800 — -0- 271,682 500,000 68,879
President 2003 554,981 840,800 — 335,650 195,662 914,400 50,104
Jeffrey W. Montie 2005 555,942 848,200 — 1,079,049 222,340 185,000 96,899
Executive Vice 2004 504,616 706,300 — -0- 162,479 469,600 64,141
President 2003 443,272 572,900 — 671,300 63,637 568,600 44,655
John A. Bryant 2005 531,995 742,000 — 980,172 215,093 277,500 98,785
Executive Vice 2004 486,477 692,400 — -0- 179,359 500,000 68,925
President 2003 399,462 587,400 — 839,125 134,992 713,400 39,399


~~(1)~~	Consists of $80,000 of incremental costs for the personal use of Company aircraft by the former Chairman of the Board and Chief Executive Officer during 2004, with the majority of those flights (and costs) being related to his appointment in 2005 as the U.S. Secretary of Commerce. Pursuant to a policy previously adopted by the Board, the Chairman of the Board and Chief Executive Officer is generally required, when practical, to use Company aircraft for personal and business travel for security and convenience reasons and to pay tax on the imputed costs of a first class ticket (without any tax~~gross-up~~ being provided by the Company) when used for personal travel. Other than Mr. Gutierrez in 2004, the Other Annual Compensation for all the named individuals was less than $50,000 in 2005, 2004 and 2003.

~~(2)~~	Mr. Jenness received a grant of 22,429 shares of restricted stock in February, 2005 pursuant to the agreement with the Company described in “Employment and Change in Control Agreements” below, when he first was employed by the Company. This award is valued at approximately $969,382 based on the $43.22 closing price of the Kellogg Company common stock on December 30, 2005. Messrs. Montie and Bryant received grants of 25,100 and 22,800 shares of restricted stock, respectively, in March, 2005. These awards are valued at approximately $1,084,822 and $985,416, respectively, based on the $43.22 closing price of the Kellogg Company common stock on December 30, 2005. In addition, Messrs. Harris, Montie and Bryant were awarded 10,000, 20,000, and 25,000 shares, respectively, of restricted stock in September 2003 under the Company’s 2001 Long-Term Incentive Plan. These awards are valued at approximately $432,200, $864,400, and $1,080,000, respectively, based on the $43.22 closing price of Kellogg Company common stock on December 30, 2005. Dividends are paid on awards of restricted stock.


~~(3)~~	All the options granted before 2004 contained an accelerated ownership option feature (“AOF”), including the AOF options described below. Under the terms of the original option grant, an AOF option is generally received when Company stock is used to pay the exercise price of a stock option and related taxes. The holder of the option receives an AOF option for the number of shares so used. For AOF options, the expiration date is the same as the original option, and the option price is the fair market value of the Company’s stock on the date the AOF option is granted. During 2005, 2004 and 2003, respectively, Messrs. Jenness, Gutierrez, Mackay, Harris, Montie, and Bryant received the following amounts of AOF options included in the Summary Compensation Table from their surrender of Kellogg Company stock to exercise an option: Mr; Jenness, 36,900, 0 and 0; Mr. Gutierrez, 0, 606,600 and 384,782; Mr. Mackay, 273,742, 171,884 and 60,698; Mr. Harris, 260,155, 161,682, and 99,462; Mr. Montie, 116,340, 52,479 and 7,537; and Mr. Bryant, 120,093, 53,859 and 19,992.

~~(4)~~	The Long-Term Incentive Payments for 2005 were payments under a three-year 2003-2005 Executive Performance Plan. Under the Plan, the Committee approved three levels of performance for the achievement of multi-year gross margin improvement targets (with interpolation if the results were between those levels). No awards were to be paid for performance below threshold. Participants were to receive 100% of their targeted award for performance at budget and 200% of their targeted award for performance at maximum. Payments for 2005 equal 74% of participants’ targeted awards under the Plan.

~~(5)~~	The amounts represent Company-paid life insurance premiums (in the amount of $6,961 for Mr. Jenness, $489 for Mr. Gutierrez, $3,077 for Mr. Mackay, $2,318 for Mr. Harris, $898 for Mr. Bryant and $941 for Mr. Montie), dividends on unvested restricted stock (in the amount of $23,775 for Mr. Jenness, $10,600 for Mr. Harris, $44,491 for Mr. Bryant and $41,468 for Mr. Montie), Company-matching contributions to the Kellogg Company Salaried and Supplemental Savings and Investment Plans (in the amount of $0 for Mr. Jenness, $107,716 for Mr. Gutierrez, $89,871 for Mr. Mackay, $53,398 for Mr. Harris, $48,975 for Mr. Bryant and $50,489 for Mr. Montie) and financial planning reimbursement (in the amount of $7,500 for Mr. Jenness, $4,000 for Mr. Mackay, $1,513 for Mr. Harris, and $4,000 for each of Mr. Montie and Mr. Bryant). In addition, subsequent to leaving the Company on February 7, 2005, Mr. Gutierrez received his account balance of $1,287,736.04 from the Kellogg Company Supplemental Savings and Investment Plan, as required by the terms of the Plan.

~~(6)~~	Mr. Jenness became the Chairman of the Board and Chief Executive Officer of the Company on February 7, 2005. 5,000 of the options shown were automatically granted to him at the end of January, 2005, under the Non-Employee Director Stock Plan, before he became an officer of the Company.

~~(7)~~	~~Mr. Gutierrez ceased serving as Chairman of the Board, Chief Executive Officer and Director on February 7, 2005.~~

~~Employment and Change in Control Agreements~~

The named executive officers have agreements with the Company, which become operative only if a “change of control” (as defined therein) of the Company occurs. The agreements provide that, during the three-year period after a change of control, the officers are entitled to receive a monthly base salary at least equal to the highest monthly salary earned during the twelve months before the agreements became operative, as well as annual bonuses at least equal to the highest annual bonus received during the three years before the agreements became operative. The agreements also provide for their continued participation in benefit plans during the three-year period, with those plans to generally be no less favorable, in the aggregate, than those in effect during the one hundred twenty day period before the agreements became operative.

In addition, if during the three-year period, any of such executive officers terminates his or her employment for “good reason” (as defined), or if the Company terminates his or her employment for reasons other than “cause” or “disability,” he or she will generally be entitled to receive, within thirty days after termination: (a) any unpaid salary through the date of termination, as well as a pro-rata bonus for the year of termination at target or, if higher, the bonus amount described below (the “Bonus Amount”); (b) three times the sum of his or her annual base salary and the Bonus Amount; and (c) the actuarial equivalent of the benefit that he or she would have received for three years of additional participation under the Company’s retirement plans (“Actuarial Equivalent”). The bonus amounts used to determine the amounts described in clauses (a) and (b) above are both equal to the higher of (1) the highest annual bonus earned for the three most recent years ended before the agreement became operative and (2) the most recent bonus (if any) earned for a year ended after the agreement became operative. A terminated executive officer would also continue to participate in the Company’s welfare benefit plans for three years after termination, would be

~~eligible for continued vesting of his or her equity awards during this three-year period, and would receive outplacement benefits.~~

In addition, under these agreements, the Company would be obligated to pay each such executive officer a “gross up” payment to make him or her whole for any federal excise taxes on “excess parachute payments” owed on such severance payments and benefits or any other payments and benefits from the Company.

Under the Kellogg Company Severance Benefit Plan, which was adopted in 2002, regular non-union U.S. employees (with some exceptions) may be eligible to receive designated severance pay benefits, which vary by pay grades and years of service (subject to minimums and maximums), if their employment is terminated for specified reasons, so long as specified conditions are met. The named executive officers (except for the Chief Executive Officer) would generally be entitled to receive two years of base pay and target bonus under this Plan, unless an agreement provides for a different amount. Specified medical, dental, and insurance benefits would also be provided (subject to plan provisions, including the payment of premiums) during this payment period. The amount to be provided to the Chief Executive Officer would be determined by the Board of Directors.

~~Mr. Jenness has an agreement with the Company which provided that his starting base salary in 2005 would be $1,050,000 per year (the 50~~^th percentile of the peer group) and that he would participate in the Kellogg Company Senior Executive Annual Incentive Plan (the “AIP”) and the Company’s long-term incentive program (the “LTIP”), with his target award for 2005 under the AIP being 115% of base salary, and his 2005 LTIP target award to be established by the Compensation Committee at between $5,000,000 — $6,000,000 (the 50^th percentile of the peer group), with 70% of that value to be reflected in a stock option award, and the remaining 30% to represent the target amount of his Executive Performance Plan (the “EPP”) award for the period 2005-2007. It also provided that he received a restricted stock grant on the first day of his employment as CEO, having an aggregate value of $1,000,000, which would vest on the third anniversary of the grant date, if he is then still employed, and would vest on a pro-rata basis if his employment is previously terminated by the Company without cause or by him for good reason. It also provided that he would receive other benefits provided by the Company to its executives and employees generally, and would be reimbursed in some instances for any loss that he may suffer upon the sale of the residence purchased in the Battle Creek area following his departure from the Company. Under the agreement, Mr. Jenness will also receive a pension under the Kellogg Company Key Executive Benefits Plan to the extent necessary to ensure that if his employment with the Company terminates before he has completed five years of service and attained age 62, either (1) after he has completed three years of service or (2) by him for good reason, he will receive an aggregate pension benefit equal to the benefit he would have received under the Company’s pension plans if he had attained age 62 with 5 years of service (although the amount of the accrued pension benefit will be determined based on his actual years of service and his actual compensation during employment) and that he will receive retiree medical benefits for himself and his eligible dependents in accordance with the Company’s plans, or the cash equivalent thereof, as reasonably determined by the Company. Finally, if Mr. Jenness’s employment is terminated by the Company without cause or by him for good reason, other than under circumstances covered by the Change of Control Policy, the agreement provides he will be entitled to receive severance in an amount determined by the Board, but in no event less than two times the amount of his then-current base salary and target bonus, conditioned upon his signing and not revoking a form of separation agreement furnished by the Company, which would include an agreement not to compete and a release of claims.

In order for Mr. Jenness to have been available to serve as the CEO if and when Mr. Gutierrez was sworn in as Secretary of Commerce, Mr. Jenness agreed to resign from his employment as Chief Executive Officer of Integrated Merchandising Systems, LLC (“IMS”) and forfeit significant financial and other benefits well before Mr. Gutierrez’s confirmation hearings had occurred. In recognition of that, as well as the significant preparatory work he undertook, the Company paid Mr. Jenness $2,215,000 in late December, 2004, as compensation.

In addition to the benefits described above, on July 27, 2000, Mr. Jenness, as a director, received a non-qualified stock option which allowed him to purchase 100,000 shares of the Company’s common stock at $27 per share, the fair market price of the stock on July 27, 2000. This option contains the AOF provisions described in footnote (3) of the Summary Compensation Table.

Mr. Mackay has an agreement with the Company which provides that he will be granted an additional six years of service credit and vesting service so that he will be eligible to retire under certain of the Company’s benefit plans, and would be entitled to receive benefits under the Kellogg Company Severance Benefit Plan described above. The agreement also provides that, if his employment were terminated by the Company for any reason (except for “cause,” as defined) prior to December 31, 2008, he would be entitled to be relocation back to Australia, including

~~reimbursement for the loss on the sale of a residence. The agreement also contains a release and two-year non-compete and non-solicitation provisions.~~

Mr. Harris has an agreement with the Company, which, as amended, provides for an annual base salary of $560,500 per year (subject to standard periodic reviews) and participation in employee benefit plans that are generally made available to employees of Mr. Harris’ level. It also provides that he will be granted an additional three-and-one-half years of pension service credit and vesting service so that he would be eligible to retire under certain of the Company’s benefit plans, and would be entitled to receive benefits under the Kellogg Company Severance Benefit Plan described above if his employment is terminated for any reason other than “cause” (as defined). The agreement also contains a release and two-year non-compete and non-solicitation provisions.

Finally, in late December 2004, the Company entered into a Separation Agreement with Carlos M. Gutierrez, the former Chairman of the Board and Chief Executive Officer of the Company. Under the terms of that Separation Agreement, Mr. Gutierrez will receive pension benefits under the Company’s Salaried Pension Plan and Supplemental Retirement Plan (collectively, the “Company Pension Plans”) and the Separation Agreement. Under the Company Pension Plans, Mr. Gutierrez’s annual pension benefits will be based on his average annual compensation (salary and bonus) for the three consecutive years during his last ten years of employment which produces the greatest average of the specified compensation, as reduced by Social Security benefits. Under the Company Pension Plan, these benefits would have been discounted because at the time of his departure, he worked for the Company for more than 29 but less than 30 years, and because he had not yet reached age 55. Under the Separation Agreement, however, Mr. Gutierrez will receive additional payments in amounts sufficient to bring his pension benefit to the amount that would be payable if this discounting did not apply, but assuming he retired from the Company at age 55 after having served with the Company for 30 years.

Also under the terms of the Separation Agreement, Mr. Gutierrez received, in February, 2005, in cash, amounts payable under the 2004 annual incentive plan and the three-year 2002-2004 Executive Performance Plan in accordance with the terms of those plans as applicable to Mr. Gutierrez and the other participants therein, based on actual performance during the relevant performance periods. Finally, the Separation Agreement waived the forfeiture of options on 606,250 shares that were scheduled to vest approximately two weeks after ceasing to be employed by the Company and allowed him to exercise those options for up to 90 days following his termination of employment.

The Company provides coverage under its Executive Survivor Income Plan (“ESIP”) to employees above certain pay levels, including the named executive officers. The beneficiary of a covered employee who dies while employed by the Company will receive two or three times the employee’s annual base salary and bonus (“compensation”) under the ESIP. In addition, the beneficiary of some current covered employees who die after they retire from the Company will receive under the ESIP one times the employee’s compensation. The beneficiaries of the named executive officers will receive three times the executive officer’s compensation if they die while employed by the Company. The beneficiaries of Mr. Mackay and Mr. Harris will receive one times their compensation if they die after they retire from the Company. The actuarial cost of providing the ESIP benefit during 2005 for the named executive officers was: Mr. Jenness, $27,942; Mr. Mackay, $81,772; Mr. Harris, $54,616; Mr. Montie, $7,852 and Mr. Bryant, $4,652. Mr. Gutierrez resigned from the Company in 2005 and was not eligible to receive a benefit under the ESIP.

~~Option Grants in Last Fiscal Year~~

~~The following table provides information regarding stock options granted during 2005 to the persons named in the Summary Compensation Table.~~

Individual Grants

Number of % of Total
Securities Options
Underlying Granted to Grant Date
Options Employees In Exercise Present
Granted Fiscal Price Expiration Value
Name (#)(1) Year (%) ($/Share) Date ($)(4)

J. M. Jenness 383,100 8.0 % $ 44.040 2/18/15 $ 2,815,800
5,000 (3) 0.1 44.980 1/31/15 36,800
15,521 (2) 0.3 44.280 7/27/10 114,100
21,379 (2) 0.4 45.030 7/27/10 157,100
C. M. Gutierrez -0- — — — —
A. D. D. Mackay 151,000 3.2 44.040 2/8/15 1,109,900
55,644 (2) 1.2 45.230 3/26/11 409,000
63,361 (2) 1.3 45.230 2/16/11 465,700
25,192 (2) 0.5 44.230 2/16/11 185,200
94,286 (2) 2.0 44.230 2/21/13 693,000
18,996 (2) 0.4 44.230 8/1/10 139,600
16,263 (2) 0.3 44.230 8/1/10 119,500
A. F. Harris 56,900 1.2 44.040 2/18/15 418,200
37,201 (2) 0.8 45.330 1/4/09 273,400
38,592 (2) 0.8 45.330 2/21/13 283,700
40,854 (2) 0.9 45.330 2/22/12 300,300
67,290 (2) 1.4 44.475 2/22/12 494,600
2,074 (2) 0.0 44.475 3/14/07 15,200
44,610 (2) 0.9 44.475 2/16/11 327,900
2,920 (2) 0.1 44.475 1/31/10 21,500
19,188 (2) 0.4 44.475 3/14/07 141,000
7,426 (2) 0.2 44.475 3/14/07 54,600
J. W. Montie 106,000 2.2 44.040 2/18/15 779,100
8,409 (2) 0.2 44.390 2/22/12 61,800
4,255 (2) 0.1 44.390 3/15/06 31,300
11,919 (2) 0.2 44.390 1/4/09 87,600
2,854 (2) 0.1 44.390 1/31/10 21,000
22,740 (2) 0.5 44.390 2/21/13 167,100
1,565 (2) 0.0 45.620 1/31/10 11,500
1,076 (2) 0.0 45.620 1/31/10 7,900
170 (2) 0.0 45.620 3/14/07 1,200
11,009 (2) 0.2 45.620 1/31/10 80,900
52,343 (2) 1.1 45.620 2/22/12 384,700
J. A. Bryant 95,000 2.0 44.040 2/18/05 698,300
50,317 (2) 1.1 45.480 2/21/13 369,800
5,422 (2) 0.1 44.520 2/21/13 39,900
4,043 (2) 0.1 44.520 1/31/10 29,700
2,618 (2) 0.1 44.520 1/31/10 19,200
3,952 (2) 0.1 44.520 2/16/11 29,000
10,597 (2) 0.2 44.520 2/16/11 77,900
8,686 (2) 0.2 44.520 1/4/09 63,800
34,458 (2) 0.7 44.520 2/22/12 253,300


~~(1)~~	These stock options were granted under the Kellogg Company 2003 Long-Term Incentive Plan. The options have an exercise price equal to the fair market value of the common stock on the date of grant, generally expire ten years and one day after grant (if non-qualified options), and generally include (a) the right to pay the exercise price in cash or, subject to approval, with shares of stock previously acquired by the optionee; and (b) the right to have shares of stock withheld by the Company to pay tax withholding obligations due in connection with the exercise. The options generally vest as follows: 50% of the options granted vest one year after the date of grant and 50% vest two years after the date of grant.

~~(2)~~	~~These are AOF options, which are described in footnote (3) of the Summary Compensation Table.~~

~~(3)~~	~~Mr. Jenness received this option under the Non-Employee Director Stock Plan in January, 2005, before he became an employee of the Company.~~

~~(4)~~	Grant date present value is determined using a binomial model. The model makes assumptions about future variables, so the actual value of the options may be greater or less than the values stated in the table. For options granted in 2005, the calculations are based on a weighted average that assumes a dividend yield of 2.40%, volatility of 22.0%, a risk-free rate of return of 3.81%, and an average expected term of 3.42 years. Optionees may decide to exercise their options either earlier or later than this assumed period, resulting in different values from those shown in the table. No downward adjustments were made to the resulting grant date option value to account for potential forfeiture of these options.

~~Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values~~

~~The following table provides information regarding the pretax value realized from the exercise of stock options during 2005 and the value ofin-the-money options held at December 30, 2005, by the persons named in the Summary Compensation Table.~~

Number of Shares Underlying Value of Unexercised,
Unexercised Options at In-the-Money Options at
Shares Fiscal Year-End (#) Fiscal Year-End($)(1)
Acquired on Value
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable

J. M. Jenness 48,026 $ 850,899 113,154 383,100 $ 935,715 $ 0
C. M. Gutierrez(2) 2,228,552 16,978,843 -0- -0- -0- -0-
A. D. D. Mackay 346,568 5,509,723 800,808 282,000 2,481,482 562,645
A. F. Harris 301,124 3,113,224 576,565 111,900 492,230 236,225
J. W. Montie 135,300 1,444,044 217,912 161,000 280,748 236,225
J. A. Bryant 144,300 1,822,562 323,860 157,750 999,452 269,511


~~(1)~~	~~Based on the $43.22 per share closing price of Kellogg Company common stock on December 30, 2005, the last business day in the Company’s fiscal year.~~

~~(2)~~	Under the Separation Agreement with Mr. Gutierrez described above under “Employment and Change in Control Agreements”, one-half of an option grant in 2004 could be exercised for up to ninety days after Mr. Gutierrez ceased being an employee of the Company. All other options held by Mr. Gutierrez were required to be exercised before Mr. Gutierrez ceased being an employee of the Company.

~~Long-Term Incentive Plans-Awards in Last Fiscal Year~~

~~The following table provides information regarding performance units granted during 2005 to the persons named in the Summary Compensation Table.~~

Estimated Future Payouts
Performance or Under Non-Stock Price-Based Plans
Number of Shares, Other Period
Units or Maximum Until Maturation Threshold Target Maximum
Name Other Rights(#)(1) or Payout($)(2) ($)(3) ($) ($)

J. M. Jenness 50,400 3 years 0 $ 2,185,344 $ 4,370,688
C. M. Gutierrez -0- — — — —
A. D. D. Mackay 19,900 3 years 0 862,864 1,725,728
A. F. Harris 7,500 3 years 0 325,200 650,400
J. W. Montie 13,800 3 years 0 598,368 1,196,736
J. A. Bryant 12,400 3 years 0 537,664 1,075,328


~~(1)~~	Awards were made in February 2005 under the 2005-2007 Executive Performance Plan adopted under the 2003 Long-Term Incentive Plan of the Company for the achievement of net sales growth targets for a three-year period ending on December 31, 2007. The award represents the right to receive a number of shares of the Company’s common stock, before withholding taxes, on the vesting date if the performance objectives are achieved. Awards are generally paid in shares, except for amounts withheld by the Company for minimum statutory withholding requirements.

~~(2)~~	~~The awards will be earned and vest in February 2008 according to the terms of the Plan and relevant documents. The 2003 Long-Term Incentive Plan contains a “change of control” provision.~~

~~(3)~~	~~No awards are earned unless the minimum threshold is attained.~~

~~Kellogg Company Retirement Plans~~

Retirement benefits under the Kellogg Company Salaried Pension Plan (the “Pension Plan”), a defined benefit plan qualified under Section 401(a) of the Internal Revenue Code (the “Code”), are payable to salaried and certain hourly and union employees who have vested upon retirement at age 65 or in reduced amounts upon earlier retirement prior to age 65 in accordance with the Pension Plan. Benefits are based upon years of credited service and average annual compensation (salary and bonus). With respect to certain grandfathered participants (which includes Messrs. Gutierrez, Mackay, Harris and Montie in the Summary Compensation Table), average annual compensation is the three consecutive years during the last ten years of employment producing the greatest annual average. For non-grandfathered participants (which includes Mr. Jenness and Mr. Bryant), average annual compensation is the five consecutive years during the last ten years of employment producing the greatest annual average. Benefits for certain hourly and union participants are calculated based on years of credited service and a dollar multiplier. Benefits are reduced by a portion of the retiree’s Social Security-covered compensation and by certain amounts accrued pursuant to a previous profit-sharing plan. The Company also maintains a Supplemental Retirement Plan and an Excess Benefit Retirement Plan that provide for payment of an additional benefit to all participants in the Pension Plan equal to the benefits that would have been payable under the Pension Plan but for certain limitations imposed by the Code. Estimated annual benefits payable upon retirement to persons of the specified compensation and years of credited service classifications, as reduced by Social Security benefits (assuming their present levels), are as shown in the following table. Such amounts assume payments in the form of a straight life annuity which begin at full retirement and include the payment of benefits under the Company’s Supplemental Retirement Plan and Excess Benefit Retirement Plan.

At January 1, 2006, the credited years of service under the Pension Plan, Supplemental Retirement Plan and Excess Benefit Retirement Plan for the executive officers named in the Summary Compensation Table, including credited years of services for which the Company is now obligated under the “Employment and Change of Control Agreements” provided above, were as follows: Mr. Gutierrez, 30 years; Mr. Jenness, 1 year; Mr. Mackay, 20 years;

Mr. Harris, 25 years; Mr. Montie, 18 years; and Mr. Bryant, 8 years. The compensation covered by the Pension Plan is equal to the amounts shown in the Summary Compensation Table as Salary and Bonus.

Years of Service

Remuneration 10 15 25 35 45

$  300,000 $ 43,615 $ 65,423 $ 109,038 $ 152,653 $ 197,653
$  500,000 $ 73,615 $ 110,423 $ 184,038 $ 257,653 $ 332,653
$  750,000 $ 111,115 $ 166,673 $ 277,788 $ 388,903 $ 501,403
$1,000,000 $ 148,615 $ 222,293 $ 371,538 $ 520,153 $ 670,153
$1,500,000 $ 223,615 $ 335,423 $ 559,038 $ 782,653 $ 1,007,653
$2,000,000 $ 298,615 $ 447,923 $ 746,538 $ 1,045,153 $ 1,345,153
$3,000,000 $ 448,542 $ 672,813 $ 1,121,335 $ 1,569,897 $ 2,019,897
$4,000,000 $ 598,542 $ 897,813 $ 1,496,355 $ 2,094,897 $ 2,694,897

~~REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION~~

The Compensation Committee of the Board of Directors is composed of non-employee directors, all of whom meet the independence requirements of the New York Stock Exchange. The Committee is responsible for establishing and overseeing executive compensation policies. The Company’s executive compensation program is significantly linked to Share Owner return. The emphasis is on pay for performance with individual, business unit, and corporate performance rewarded on an annual and long-term basis.

The Company’s objective is to attract, retain, and motivate high-caliber executives who will deliver superior performance that enhances Share Owner value. To support this objective, the Company has developed performance-based executive compensation plans with compensation opportunities targeted at the 50th percentile of the Company’s peer group of companies. Awards will vary above or below the 50th percentile of the peer group based on performance.

The Committee reviews and approves with other independent members of the Board financial goals and objectives for the Chief Executive Officer (“CEO”) and other executive officers at least annually and evaluates performance against those goals and objectives at the conclusion of each performance period. The Committee recommends to the independent members of the Board of Directors the compensation for the CEO and the other executive officers. To assist in discharging its responsibilities, the Committee has retained an independent consultant to advise the Committee on matters that come before it. The consultant is engaged by, and reports directly to, the Committee.

~~Review of All Components of CEO and NEO Compensation~~

The Compensation Committee has reviewed all components of the CEO’s and Named Executive Officers (“NEOs”) compensation, including salary, bonus, equity and long-term incentive compensation, accumulated realized and unrealized stock option and restricted stock gains, the dollar value to the executive and cost to the Company of all perquisites and other personal benefits, the earnings and accumulated payout obligations under all the Company’s qualified and non-qualified deferred compensation programs, the actual projected payout obligations under the Company’s qualified and non-qualified executive retirement plans and under several potential severance and~~change-in-control scenarios. Tally sheets setting forth all of the above components were prepared and reviewed, affixing dollar amounts under the various payout scenarios.~~

~~The Committee’s Conclusion~~

~~Based on this review, the Committee finds the CEO’s and NEOs’ total compensation (and, in the case of the severance andchange-in-control scenarios, the potential payouts) in the aggregate to be reasonable and not excessive.~~

~~Compensation Principles~~

~~To achieve the Company’s objectives, the Committee’s review of executive compensation incorporates the following compensation principles:~~


	•	Compensation should encourage behavior that exemplifies the values that the Company believes are essential in building long-term growth in sales and profit, enhancing its worldwide leadership position, and providing

increased value for Share Owners. These shared values are being passionate about our business, brands, and food; having the humility and hunger to learn; striving for simplicity; acting with integrity and respect; being accountable; and loving success.
• ~~Compensation should be competitive with comparable organizations and should reward performance and contribution to the Company’s objectives.~~
• As employees assume greater responsibilities, a larger proportion of their total compensation will be “at-risk” incentive compensation (both annual and long-term), subject to individual, business unit, and corporate performance measures.
• ~~Consistent performance is expected against defined targets and measures.~~
• ~~Equity-based incentives are an effective method of aligning the interests of employees and Share Owners and encouraging employees to think and act like owners.~~

The Committee believes that a compensation program guided by these basic principles works to ensure present and future leadership performance that will result in optimal returns to the Company’s Share Owners over time.

~~Total Compensation~~

An executive’s total compensation is composed of salary, annual bonus, long-term incentives, and benefits. The target for total compensation for executives is the 50th percentile of a select group of seventeen companies (the “peer group”). These companies were chosen as a benchmark for establishing executive pay levels because of their superior reputation and their relevance to Kellogg Company. Most of the companies that comprise the S&P Packaged Foods Index are included in this group.

~~Salaries~~

Executive salaries are established through a survey of the peer group conducted by an independent compensation consultant. Executive salaries are targeted at the 50th percentile of this group of companies

The Company’s Executive Compensation Deferral Plan is intended to ensure that compensation is deductible under Section 162(m) of the Internal Revenue Code. Pursuant to this plan, which the Company was not legally required to adopt, the portion of any executive’s salary that is over $950,000 is automatically deferred. The deferred amount is credited to an account in the form of units that are equivalent to the fair market value of the Company’s common stock. The units are payable in cash upon termination of employment in a lump sum or installments, as elected by the executive.

~~Annual Bonuses~~

Bonuses are a percentage of the executive’s base salary and are targeted at the 50th percentile of the peer group. The target bonus is adjusted for appropriate corporate, business unit, and individual performance factors, given the functions of the particular executive. Corporate performance was determined based on growth in net sales, cash flow, and operating profit. In 2005, bonuses could range from 0% to 200% of target. Bonuses paid for 2005 reflect Company performance that was among the best in the peer group.

The Company has a Senior Executive Annual Incentive Plan (the “Incentive Plan”) that is a performance-based plan intended to meet the deductibility requirements of IRC Section 162(m). The Compensation Committee administers the Incentive Plan. Awards are based on the achievement of pre-established performance factors, including long-term financial and non-financial objectives. With respect to the CEO, the factors are the same as those utilized by the Committee in its annual determination of his performance. The total of all bonuses granted under the Incentive Plan shall not exceed 1% of the annual net income (as defined in the Incentive Plan) of the Company. The Company is asking the Share Owners to approve a new Senior Executive Annual Incentive Plan at this meeting, which will replace the existing Senior Executive Annual Incentive Plan, which is expiring at the end of this year.

~~Long-Term Incentives~~

In order to strengthen the mutuality of interest between key employees and the Share Owners of the Company, the Company’s long-term incentive program permits grants of options to purchase shares of the Company’s common stock, stock appreciation rights, restricted shares, and performance units under the 2003 Long-Term Incentive Plan. The 2003 Long-Term Incentive Plan is designed to attract, retain, and reward key employees of the Company. Long-

term incentives are targeted at the 50th percentile of the peer group. In 2005, the Company awarded stock options and performance shares as its long-term incentive vehicles for the CEO, executive officers, and key employees. Restricted stock awards are made from time to time to key employees

The Company believes that option grants under the 2003 Long-Term Incentive Plan meet the requirements for deductible compensation under Section 162(m). The Committee reserves the flexibility to award compensation outside of any plan qualifying under Section 162(m) should circumstances arise under which payment of such additional compensation would be in the best interests of the Company and its Share Owners.

As permitted under Long-Term Incentive Plans approved by Share Owners, the Committee has approved a program under which certain executives of the Company receive a portion of their long-term incentives in performance units (the “Executive Performance Plan”). This program is intended to focus senior management on critical multi-year operational goals, including cash flow, sales growth, and gross margin expansion. The number of units earned is based on the Company’s cumulative performance over a three-year period compared against one or more key performance measures and is generally settled in shares of the Company’s common stock.

Under the 2003-2005 Executive Performance Plan, the Company achieved 74% of its goal for three-year gross margin improvement. As a result, payouts for the CEO, executive officers, and other executives included in this Plan were 74% of target. For the 2005-07 performance period, the Committee approved a plan focused on increasing sales revenue.

~~Chief Executive Officer Compensation~~

~~For 2005, the Committee determined the salary, bonus, and long-term incentive awards of the CEO substantially in conformance with the policies described above for all executives of the Company.~~

The Committee evaluated the performance of the CEO based on the Company’s achievement of its long-term financial and non-financial objectives. The Committee, together with the other independent members of the Board, has determined that the accountabilities for the CEO are business performance, strengthening the organization, and creating the future. The accountability for business performance includes stock price performance, operating profit growth, earnings per share growth, sales growth, and cash flow. The accountability for strengthening the organization includes developing the strongest possible senior management team, the strongest possible talent in core jobs within the organization, continuous upgrade of talent, and diversity in the workforce. Creating the future includes developing, monitoring, updating, and implementing long-term business strategies.

In terms of business performance, the Company’s total Share Owner return (share price appreciation plus dividends) was better than the S&P Packaged Food Index for the fifth consecutive year. The Company’s total Share Owner return in 2005 also exceeded the average return for large packaged food companies. The Company achieved these results despite double-digit brand-building investment and significant up-front investments relating to cost-reduction initiatives, both of which help the Company deliver sustainable results. This performance exceeded the Company’s long term goal of high single-digit EPS growth.

Internal net sales growth (which excludes the impact of foreign currency translation, differences in the number of shipping days, acquisitions and divestitures) exceeded the average of large packaged food companies. Operating profit growth ranked in the second quartile of a select group of leading food companies despite significant brand-building, increased benefit costs, and considerable fuel and energy cost inflation. The Company’s cash flow exceeded expectations for the fifth consecutive year, enabling it to further increase its dividend and share repurchase program in 2005.

Mr. Jenness assumed the role of CEO at the beginning of 2005. Under his leadership, the Company has continued to strengthen talent in key jobs within the organization and to execute successfully its long-term business strategies. Corporate sponsorship of development opportunities across all levels of management received increased attention in 2005, as did the Company’s commitments to its corporate values. Mr. Jenness has also reinforced the Company’s commitment to its long-term business strategy, the key operating principles of “volume to value” and “manage for cash” that underlie that strategy, and the Company’s continued emphasis on innovation and reinvestment in its brands as the keys to sustainable future performance.

The Committee does not assign relative weights or rankings to the foregoing factors, but instead makes a subjective determination based upon a consideration of all such factors. The Committee, together with the other

independent members of the Board, believes that Mr. Jenness’s total compensation for 2005 appropriately reflects the Company’s performance as measured against all factors described in the preceding paragraphs.

~~Compensation Committee Interlocks and Insider Participation~~

~~Pages 10 and 11 of this Proxy Statement include a description of the Trust Transaction and the relationship of William C. Richardson to both the Company and the Trust.~~

~~COMPENSATION COMMITTEE~~

~~John L. Zabriskie (Chairman)~~

~~Claudio X. Gonzalez~~

~~Gordon Gund~~

~~L. Daniel Jorndt~~

~~Ann McLaughlin Korologos~~

~~William C. Richardson~~

~~February 16, 2006~~

~~Executive and Board of Director Stock Ownership Guidelines~~

Consistent with the Company’s efforts to link compensation to Share Owner return, in 1998 the Company established Stock Ownership Guidelines requiring ownership of shares of the Company’s common stock. The current guidelines are as follows:


~~Chief Executive Officer~~			~~5X Salary~~
~~Members of the Executive Management Committee~~			~~3X Salary~~
~~Other Executive Officers~~			~~2X Salary~~
~~Board of Directors~~			~~5X Annual Retainer~~

~~Executives and directors have five years from the date they first become subject to the guidelines to meet them.~~

~~Stock Performance Graph~~

The following graph compares the yearly change in the Company’s cumulative, five-year total Share Owner return with the Standard & Poor’s 500 Stock Index (the “S&P 500”) and the Standard & Poor’s Packaged Foods Index (the “S&P Foods”). The graph assumes that $100 was invested on December 31, 2000, in each of the Company’s common stock, the S&P 500, and the S&P Foods, and assumes that all dividends were reinvested.

~~COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN~~

~~AMONG KELLOGG COMPANY, THE S&P 500 INDEX~~

~~AND THE S&P PACKAGED FOODS & MEATS INDEX~~

Cumulative Total Return

12/00 12/01 12/02 12/03 1/05 12/05

KELLOGG COMPANY 100.00 118.77 139.86 158.33 191.59 189.82

S & P 500 100.00 88.12 68.64 88.33 95.56 102.75

S & P PACKAGED FOODS & MEATS 100.00 102.01 104.92 113.49 136.56 124.54

~~Proposal 2.~~

~~RATIFICATION OF INDEPENDENT AUDITORS FOR 2006~~

PricewaterhouseCoopers LLP has been appointed by the Audit Committee, which is composed entirely of independent directors, to be the independent registered public accountant for the Company for fiscal year 2006. PricewaterhouseCoopers LLP was the Company’s independent registered public accountant for fiscal year 2005. A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting and to have an opportunity to make a statement if they desire to do so. The PricewaterhouseCoopers LLP representative is also expected to be available to respond to appropriate questions at the meeting.

~~If the Share Owners fail to ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee would reconsider its appointment.~~

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.~~

~~Proposal 3.~~

~~APPROVAL OF THE KELLOGG COMPANY SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN~~

Pursuant to a recommendation of the Compensation Committee (the “Committee”) of the Board of Directors, the Board adopted the Kellogg Company Senior Executive Annual Incentive Plan (the “Plan”), subject to Share Owner approval. The Plan is substantially the same as, and is to replace, the Company’s current Senior Executive Annual Incentive Plan, which is expiring at the end of this year. The Share Owners are requested to approve the adoption of the Plan. The summary of the Plan which follows is qualified in its entirety by reference to the full text of the Plan as set forth in Annex II to this Proxy Statement, and Share Owners are urged to read the Plan in its entirety.

~~The affirmative vote of the holders of a majority of all shares present in person or by proxy at the Annual Meeting and entitled to vote is required to approve the Plan.~~

The purposes of the Plan are to specifically motivate the Company’s selected senior executive officers toward achievement of performance goals; to encourage teamwork; and to reward performance with cash bonuses that vary in relation to the achievement of the pre-established performance goals.

The Plan will be administered by the Committee, whose members qualify as “outside directors” as that term is defined under Section 162(m) of the Internal Revenue Code (“Section 162(m)”). Under the Plan, the Committee has the authority to select participants from senior executive officers holding the following titles: (i) Chairman, Vice Chairman, Kellogg Company Chief Executive Officer, or Kellogg Company President; (ii) Kellogg Company Executive Vice President; or (iii) Kellogg Company Senior Vice President. There currently are fourteen officers who hold one or more of these titles. The Committee also has the authority to determine the financial and other performance criteria (“Performance Goals”), and other terms and conditions, applicable to each participant’s bonus under the Plan (“Award”) which the participant may receive for services during the Measurement Period. The Measurement Period is one fiscal year, unless otherwise established by the Committee at the time the Performance Goals are established. With respect to each participant, the Committee will establish ranges of Performance Goals which correspond to various levels of Award amounts (“Award Opportunities”) for the Measurement Period. Once established, Performance Goals and Award Opportunities may be adjusted only to mitigate the unbudgeted impact of gains and losses, accounting changes, or other events not foreseen at the time of establishment of such Performance Goals and Award Opportunities.

The Performance Goals may be based on any one or more of the following measures (or the relevant change for any such measure): the Company’s earnings per share, return on equity, return on assets, return on invested capital, growth in sales and earnings, net sales, cash flow, discounted cash flow, cumulative cash flow, operating profits, pre-tax profits, after-tax profits, consolidated net income, unit sales volume, economic value added, costs, production, unit production volume, improvements in financial ratings, regulatory compliance, achievement of balance sheet or income statement objectives, market share and total return to Share Owners (including both the market value of the Company’s stock and dividends thereon), and the extent to which strategic and business goals are met. Awards will be based on the achievement of such Performance Goals. The Committee has the authority to review and certify the

achievement of the Performance Goals; interpret the Plan; and establish, amend, or rescind guidelines, rules, and regulations for the Plan’s administration. Negative discretion may be used by the Committee to reduce an Award. In no event, however, will an exercise of negative discretion to reduce the Award of a participant have the effect of increasing the amount of an Award otherwise payable to any other participant. There is no obligation to treat participants uniformly under the Plan.

The total of all Awards payable to all participants for any Measurement Period shall not under any circumstances exceed one percent of the income from continuing operations of the Company and its subsidiaries, determined on a consolidated basis, and adjusted to exclude restructuring and disposition-related charges or credits, net of tax effects, and incremental and non-recurring integration costs and other financial impacts, net of tax, related to the business operations of an entity acquired by the Company (the “Maximum Bonus Awards Pool”). No participant can receive an Award for any Measurement Period greater than $3,000,000. In the event that the total of all Awards payable to participants should exceed the Maximum Bonus Awards Pool, the Award of each participant will be proportionately reduced such that the total of all such Awards paid is equal to the Maximum Bonus Awards Pool.

In general, participants must remain employed by the Company through the last day of a fiscal period to be eligible to receive an Award payment. However, if a participant dies, becomes disabled, or retires, that participant’s Award will be based on the portion of the fiscal period during which the participant is employed. The Committee also may, in its discretion, pay a pro-rated Award to other participants who leave the employment of the Company or its subsidiaries for other reasons during a fiscal period. If a participant’s employment terminates after completion of the fiscal period, but before payment of the Award, the terms of the grant will provide whether the Award shall be paid to a participant or forfeited.

The Plan, if approved by Share Owners, will replace the Company’s current Senior Executive Annual Incentive Plan, and will terminate on December 31, 2011. The Board and the Committee may generally amend or terminate the Plan at any time, although no amendment or termination may impair the rights of a participant under an outstanding award without that participant’s consent.

Because the Awards under the Plan are not granted automatically and because any Awards that are granted are based on performance during the Measurement Period, the Awards payable under the Plan for services to be rendered in 2006 are not determinable. Had the Plan been in effect in 2005, the Awards that would have been paid would equal the 2005 bonuses shown in the Summary Compensation Table on page 12 of this Proxy Statement.

If the required Share Owner approval is not obtained, the Committee would then consider alternative incentive compensation arrangements which may or may not qualify under Section 162(m) as performance-based compensation.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN.~~

~~Proposal 4.~~

~~SHARE OWNER PROPOSAL~~

~~The Office of the Comptroller of New York City, 1 Centre Street, New York, New York10007-2341,~~ which is the custodian and trustee of the New York City Employees’ Retirement System, the New York City Teachers’ Retirement System, the New York City Police Pension Fund, and the New York City Fire Department Pension Fund, and custodian of the New York City Board of Education Retirement System, and beneficially owns approximately 912,000 shares of Kellogg Company common stock, has notified the Company that it intends to present the following proposal at the Annual Meeting of Share Owners.

Adoption of the proposal will require the affirmative vote of holders of a majority of the shares of common stock represented in person or by Proxy at the meeting. SEC rules require that we reprint the proposal as it was submitted to us. The proposal, as submitted, is as follows:

~~SUSTAINABILITY REPORT~~

~~Whereas:~~

Investors increasingly seek disclosure of companies’ social and environmental practices in the belief they impact shareholder value. Many investors believe companies that are good employers, environmental stewards, and corporate citizens are more likely to be accepted in their communities and to prosper long-term.

Sustainability refers to development that meets present needs without impairing the ability of future generations to meet their own needs. It includes “encouraging long lasting social well being in communities where [companies] operate, interacting with different shareholders (e.g. clients, suppliers, employees, government, local communities, and non-governmental organizations) and responding to their specific and evolving needs, thereby securing a long-term “license to operate”, superior customer and employee loyalty, and ultimately superior financial returns.” (Dow Jones Sustainability Group)

~~Globally, approximately 1,500 companies produce reports on sustainability issues (Association of Chartered Certified Accountants,www.corporateregister.com), including more than half of the global Fortune 500 (KPMG International Survey of Corporate Responsibility Reporting 2005).~~

Ford Motor Company states, “sustainability issues are neither incidental nor avoidable — they are at the heart of our business.” American Electric Power has stated, “management and the Board have a fiduciary duty to carefully assess and disclose to shareholders appropriate information on the company’s environmental risk exposure.”

Global expectations regarding sustainability reporting are changing rapidly. The European Commission recommends corporate sustainability reporting, and listed companies in Australia, South Africa and France must now provide investors with information on their social and environmental performance.

~~RESOLVED:~~ ~~Shareholders request that the Board of Directors issue a sustainability report to shareholders, at reasonable cost, and omitting proprietary information, by September 1, 2006.~~

~~Supporting Statement~~

~~The report should include the company’s definition of sustainability, as well as a company-wide review of company policies and practices related to long-term social and environmental sustainability.~~

~~We recommend that the company use the Global Reporting Initiative’s Sustainability Reporting Guidelines (“The Guidelines”) to prepare the report. The Global Reporting Initiative (www.globalreporting.org~~) is an international organization with representatives from the business, environmental, human rights, and labor communities. The Guidelines provide guidance on report content, including performance in six categories (direct economic impacts, environmental, labor practices and decent work conditions, human rights, society, and product responsibility). The Guidelines provide a flexible reporting system that permits the omission of content that is not relevant to company operations. Over 700 companies use or consult the Guidelines for sustainability reporting.

~~STATEMENT IN OPPOSITION TO THE PROPOSAL~~

~~The Board of Directors has considered the above proposal and recommends that the Share Owners vote against the proposal for the following reasons:~~


	~~The Company believes that its current social and environmental policies and practices already more than adequately address the concerns raised by the proponents.~~

	The Company’s long-standing environmental policy is to promote and maintain environmentally responsible practices for the benefit of its customers, consumers, employees and the communities in which it operates. The Company’s environmental policy requires that the Company conduct and grow its business in a manner that protects the environment and demonstrates good stewardship of the world’s natural resources. In fact, since 1906, the Company has been promoting environment-friendly manufacturing practices, with the first boxes of cereal that rolled off of the Company’s production line being packaged in recycled paperboard cartons. Today, almost all of the Company’s cereal cartons are made of 100% recycled fiber, with at least 35% post-consumer material.

	The Company’s concern for the environment is particularly evident in its manufacturing practices. Many of the Company’s plants use heat recovery systems; convert waste food to animal feed; practice water conservation and reuse, with a number of plants having wastewater treatment facilities designed to minimize effluent discharges; and participate in packaging recycling programs In fact, over 80% of the waste generated at the Company’s manufacturing facilities is recycled. Over the years, these types of conservation efforts have drawn international recognition for the Company on a variety of occasions, with plants in Mexico, England, Canada, Japan, Korea and the United States receiving awards. Additional information on the Company’s environmental policy and its programs around the world can be found at www.kelloggcompany.com.

	The Company is also very proud of the social responsibility programs it supports. This area is such a high priority for the Company that a distinct Board committee — the Social Responsibility Committee — was established in 1979 to oversee these efforts The Company’s efforts under those programs are focused in three major areas: helping children and youth reach their full potential, improving opportunities for minorities and women, and building stronger communities.. In connection with the Company’s efforts, the Company partners with groups such as Action for Healthy Kids, America’s Second Harvest, and the NAACP. The Company also encourages its employees to volunteer in the communities where they live and work. In 2005, the Company held United Way campaigns in 22 communities in which it operates, with more than $3.6 million of contributions being made companywide. The Company’s annual United Way campaigns include “Days of Caring,” where hundreds of employees are actively involved in important initiatives in local communities such as feeding people at soup kitchens or, through Habitat for Humanity, building homes for families in need. A Kellogg Care$ program was also started in early 2005 to further encourage and recognize the volunteer efforts of the Company’s employees and retirees with monetary grants to eligible non-profit entities. Further information on these programs and the Company’s social responsibility principles can be found at www.kelloggcompany.com.

	The Company and Kellogg’s Corporate Citizenship Fund have historically supported various humanitarian efforts around the world. In 2005, contributions in excess of $25 million were provided to various charities and relief efforts, including donations of products and funds in connection with the tsunami in Southeast Asia and Africa and Hurricanes Katrina and Rita in the United States. The Citizenship Fund matched worldwide employee charitable donations to non-profit agencies supporting relief efforts for those disasters. The Citizenship Fund also assisted with flood, disaster and hunger relief efforts in India, Guatemala, Pakistan, El Salvador and Niger.

	These types of activities have become part of the fabric of the Company, and have been codified in the Company’s Global Code of Ethics, which has been in place for many years. The Code covers, among other topics, environmental and product responsibility matters, as well as the human rights of its employees and labor and employment practices. The Code describes the Company’s commitments to providing a safe and healthy work environment and to the fair and equitable treatment of all employees and applicants, and prohibits its employees from engaging in illegal or unethical conduct. It also provides that Company employees will act with integrity by acting honestly, by obeying the law and by treating those with whom they work with fairness and respect. The Code also provides that the Company will not knowingly use suppliers who operate in violation of applicable laws and regulations, including local environmental, employment or safety laws or who employ forced labor, or use corporal punishment to discipline employees, whether or not permitted by applicable law. A copy of the Code can be found under “Corporate Governance” — “Global Code of Ethics” at www.kelloggcompany.com.

In summary, the Company has been and will continue to be a positive force in the communities in which it operates. The Company does not believe that preparing a sustainability report would be a good use of its resources, as the Company’s policies, practices and disclosures already cover many of the items that would be covered by a sustainability report and because the time and effort needed to prepare a comprehensive report is expected to be significant.

~~For the above reasons, the Board recommends that the shareholders vote AGAINST this proposal.~~

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE PROPOSAL.~~

~~Securities Authorized for Issuance Under Equity Compensation Plans~~

~~(Millions, except per share data)~~

Number of Securities
Remaining Available for
Number of Securities to Be Weighted-Average Exercise Future Issuance Under
Issued Upon Exercise of Price of Outstanding Equity Compensation Plans
Outstanding Options, Options, Warrants (Excluding Securities
Warrants and Rights and Rights Reflected in Column (a))
as of December 31, 2005 as of December 31, 2005 as of December 31, 2005
Plan Category (a) (b) (c)

Equity compensation plans approved by security holders 28.8 $ 38 22.3
Equity compensation plans not approved by security holders .1 $ 27 0.6

Total 28.9 $ 38 22.9

Five plans (including one individual compensation arrangement) are included in “Equity compensation plans not approved by security holders”: the Kellogg Share Incentive Plan, which was adopted in 2002 and is available to most U.K. employees of specified Kellogg Company subsidiaries; a somewhat similar plan which is available to employees in the Republic of Ireland; the Kellogg Company Executive Stock Purchase Plan, which was adopted in 2002 and is available to selected senior level employees of the Company; the Deferred Compensation Plan for Non-Employee Directors, which was adopted in 1986 and amended in 1993 and 2002 and a non-qualified stock option granted in 2000 to James Jenness, the Company’s Chairman of the Board and Chief Executive Officer (who had then just been appointed as a Company director).

Under the Kellogg Share Incentive Plan, eligible U.K. employees may contribute up to 1,500 Pounds Sterling annually to the Plan through payroll deductions. The trustees of the Plan use those contributions to buy shares of the Company’s common stock at fair market value on the open market, with the Company matching those contributions on a 1:1 basis. Shares must be withdrawn from the Plan when employees cease employment. Under current law, eligible employees generally receive specified income and other tax benefits if those shares are held in the Plan for five years. A somewhat similar plan is also available to employees in the Republic of Ireland. As these Plans are open market plans with no set overall maximum, no amounts for these Plans are included in the above table. However, approximately 80,000 shares were purchased by eligible employees under the Kellogg Share Incentive Plan, the somewhat similar plan in the Republic of Ireland and somewhat similar predecessor plans during 2005, with approximately an additional 80,000 shares being provided as matched shares.

Under the Kellogg Company Executive Stock Purchase Plan, selected senior level employees may elect to use all or part of their annual bonus, on an after-tax basis, to purchase shares of the Company’s common stock at fair market value (as determined over a thirty-day trading period). No more than 500,000 treasury shares are authorized for use under the Plan.

Under the Deferred Compensation Plan for Non-Employee Directors, non-employee directors may elect to defer all or part of their compensation (other than expense reimbursement) into units which are credited to their accounts. The units have a value equal to the fair market value of a share of the Company’s common stock on the appropriate date, with dividend equivalents being earned on the whole units in non-employee directors’ accounts. Units may be paid in either cash or shares of the Company’s common stock, either in a lump sum or in up to ten annual installments, with the payments to begin as soon as practicable after the non-employee director’s service as a director terminates. No more than 150,000 shares are authorized for use under the Plan, none of which had been issued or allocated for issuance as of December 31, 2005. Based on deferrals at December 31, 2005, approximately 140,000 shares were contingently issuable to participating Directors. Because Directors may elect, and are likely to

~~elect, a distribution of cash rather than shares, the contingently issuable shares are not included in column (a) of the table above.~~

When James Jenness joined the Company as a director in 2000, he was granted a non-qualified stock option to purchase 300,000 shares of the Company’s common stock. In connection with this option, which was to vest over three annual installments, he agreed to devote fifty percent of his working time to consulting with the Company, with further vesting to immediately stop if he was no longer willing to devote such amount of time to consulting with the Company or if the Company decided that it no longer wishes to receive such services. During 2001, the Company and Mr. Jenness agreed to terminate the consulting relationship, which immediately terminated the unvested 200,000 shares. This option contains the AOF feature described in the Summary Compensation Table.

~~Share Owner Recommendations for Director Nominees~~

The Nominating and Governance Committee will consider Share Owner nominations for membership on the Board of Directors. For the 2007 Annual Meeting of Share Owners, nominations may be submitted to the Office of the Secretary, Kellogg Company, One Kellogg Square, Battle Creek, Michigan 49017, which will forward them to the Chairman of the Nominating and Governance Committee. Recommendations must be in writing and must be received by the Company not earlier than the 120th day prior to the 2007 meeting and not later than January 23, 2007. Recommendations must also include certain other requirements specified in the Company’s Bylaws.

The Nominating and Governance Committee believes that all nominees must, at a minimum, meet the criteria set forth in the Board of Directors Code of Conduct and the Corporate Governance Guidelines, which specify, among other things, that the Nominating and Governance Committee will consider criteria such as independence, diversity, age, skills, and experience in the context of the needs of the Board. The Nominating and Governance Committee also will consider a combination of factors for each nominee, including (a) the nominee’s ability to represent all Share Owners without a conflict of interest; (b) the nominee’s ability to work in and promote a productive environment; (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director; (d) whether the nominee has demonstrated the high level of character and integrity expected by the Company; (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a multi-national, publicly-traded company; and (f) the nominee’s ability to apply sound and independent business judgment.

When filling a vacancy on the Board, the Nominating and Governance Committee identifies the desired skills and experience of a new director in light of the criteria described above and the skills and experience of the then-current directors. Directors are generally asked to recommend candidates for the position, and the Nominating and Governance Committee may, as it has done in the past, engage third parties to assist in the search and provide recommendations. The candidates would be evaluated based on the process outlined in the Corporate Governance Guidelines and the Nominating and Governance Committee charter, and the same process would be used for all candidates, including candidates recommended by Share Owners.

~~Directors are expected to attend the Annual Meeting of Share Owners, and all of the twelve Directors attended last year’s Annual Meeting of Share Owners.~~

~~Share Owner Proposals for the 2007 Annual Meeting~~

Share Owner proposals submitted for inclusion in the Company’s Proxy Statement for the 2007 Annual Meeting of Share Owners must be received by the Company no later than November 8, 2006. Other Share Owner proposals to be submitted from the floor must be received by the Company not earlier than the 120th day prior to the 2007 meeting and not later than January 23, 2007, and must meet certain other requirements specified in the Company’s Bylaws.

~~Communications with Board of Directors~~

Mr. Gund, the Chairman of the Nominating and Governance Committee and the Lead Director, usually presides at executive sessions of the Board of Directors. Mr. Gund may be contacted at gordon.gund@kellogg.com. Any communications which Share Owners may wish to send to the Board of Directors may also be directly sent to Mr. Gund at this~~e-mail~~ ~~address.~~

~~“Householding” of Proxy Materials~~

The Securities and Exchange Commission permits companies and intermediaries (e.g. brokers) to satisfy the delivery requirements for Proxy Statements (and related documents) with respect to two or more Share Owners sharing the same address by delivering a single Proxy Statement (and related documents) addressed to those Share Owners. This process, which is commonly referred to as “householding,” potentially means extra convenience for Share Owners and cost savings for companies.

A number of brokers with account holders who are Share Owners will be “householding” our Proxy materials. As indicated in the notice previously provided by these brokers to Share Owners, a single Proxy Statement (and related documents) will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from an affected Share Owner or Share Owners. Once you have received notice from your broker or the Company that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until the Company or the Company’s transfer agent receives contrary instructions from an affected Share Owner or Share Owners.

Share Owners who currently receive multiple copies of the Proxy Statement (and related documents) at their address and would like to request “householding” of their communications should contact their broker or, if a Share Owner is a direct holder of shares of common stock, he or she should submit a written request to Wells Fargo Shareowner Services, the Company’s transfer agent, at 161 North Concord Exchange, South St. Paul, MN 55075; phone number: (877) ~~910-5385.~~ Share Owners who are now “householding” their communications, but who wish to receive separate Proxy Statements (and related documents) in the future may also notify Wells Fargo Shareowner Services. The Company will promptly deliver, upon written or oral request, a separate copy of the Proxy Statement (and related documents) at a shared address to which a single copy was delivered.

~~Annual Report on Form~~ ~~10-K;~~ ~~No Incorporation by Reference~~

~~Upon written request, the Company will provide any Share Owner, without charge, a copy of the Company’s Annual Report on Form~~ ~~10-K~~ for 2005 filed with the SEC, including the financial statements and schedules, but without exhibits. Direct requests to Kellogg Company, P.O. Box CAMB, Battle Creek, Michigan 49016-1986 (phone: (800) ~~961-1413),~~ ~~to Ellen Leithold of the Investor Relations Department at that same address (phone: (269)~~ ~~961-2800),~~ or to investor.relations@kellogg.com. You may also obtain this document and certain other of the Company’s SEC filings through the Internet at www.sec.gov or under “Investor Relations” at www.kelloggcompany.com, the Kellogg Company website. Copies of the Corporate Governance Guidelines, the Charters of the Audit, Compensation, and Nominating and Governance Committees of the Board of Directors, the Code of Conduct for Kellogg Company directors, and Global Code of Ethics for Kellogg Company employees (including the chief executive officer, chief financial officer, and corporate controller) can also be found on the Kellogg Company website under “Corporate Governance” and will be provided to Share Owners upon request. Amendments or waivers to the Global Code of Ethics applicable to the chief executive officer, chief financial officer, and corporate controller can also be found on the Kellogg Company website.

Notwithstanding any general language that may be to the contrary in any document filed with the SEC, the information in this Proxy Statement under the captions “REPORT OF THE AUDIT COMMITTEE,” and “REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION (including the Stock Performance Graph)” shall not be incorporated by reference into any document filed with the SEC.

~~By Order of the Board of Directors,~~

~~Gary H. Pilnick~~

~~Senior Vice President,~~

~~General Counsel, Corporate Development and Secretary~~

~~March 3, 2006~~

~~ANNEX I~~

~~KELLOGG COMPANY~~

~~BOARD OF DIRECTORS~~

AUDIT COMMITTEE

~~CHARTER~~

~~February 17, 2006~~Mr. John T. Dillon, Chair

~~Purpose~~Mr. L. Daniel Jorndt

The Audit Committee shall assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s internal audit function and independent auditors, and (4) the compliance by the Company with legal and regulatory requirements.Dr. John L. Zabriskie

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.

~~Committee Membership and Function~~

The Audit Committee shall consist of no fewer than three members. The members of the Audit Committee shall meet the independence, financial literacy and experience requirements of the New York Stock Exchange, with the Board to affirmatively determine that the members are independent, and disclose that determination, to the extent required.

At least one member of the Audit Committee shall possess accounting or related financial management experience or education sufficient in the judgment of the Board to qualify as an “audit committee financial expert” under the Securities Exchange Act of 1934, as amended. Audit Committee members shall not simultaneously serve on this Committee and the audit committees of more than two other public companies without receiving the prior approval of the Board of Directors. Members of the Audit Committee may only receive director fees and other benefits permitted under the requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

~~The Audit Committee will meet as often as it determines appropriate, but would be expected to meet not less frequently than quarterly.~~

~~Committee Authority and Responsibilities~~

The Audit Committee shall have the sole authority to appoint or replace the independent auditor. The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall directly report to the Audit Committee.

The Audit Committee shall, except as indicated below, pre-approve all audit, internal control-related and all permitted non-audit services (including the fees and terms thereof) by the independent auditors (and their affiliates), and shall disclose such services in the Company’s SEC filings to the extent required. The Chairman of the Audit Committee is also delegated the authority to pre-approve such services and pre-approve or approve up to $500,000 for such services. The Chairman shall present such approvals at the next full Audit Committee meeting. The Audit Committee shall consult with management but shall not otherwise delegate these responsibilities.

The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain, determine the fees and other retention terms and terminate independent legal, accounting or other advisors, with the Company to provide appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor for purposes of rendering or issuing an audit report and to any advisors retained by the Audit Committee.

~~A-1~~

~~The Audit Committee may request any officer or employee~~

SHAREOWNER PROPOSALS

We expect the following proposals (Proposal 3 and Proposal 4 on the proxy card and voting instruction card) to be presented by Shareowners at the annual meeting. Names, addresses and share holdings of the various Shareowner proponents and, where applicable, of co-filers, will be supplied upon request.

PROPOSAL 3 — SHAREOWNER PROPOSAL RELATING TO SUSTAINABILITY REPORT

Resolution Proposed by Shareowner:

WHEREAS: Investors increasingly seek disclosure of companies’ social and environmental practices in the belief that they impact shareholder value. Many investors believe companies that are good employers, environmental stewards, and corporate citizens are more likely to be accepted in their communities and to prosper long-term. According to Innovest, an environmental investment research consultant, major investment firms includingABN-AMRO, Neuberger Herman, Schroders, T. Rowe Price, and Zurich Scudder subscribe to information on companies’ social and environmental practices.

Sustainability refers to development that meets present needs without impairing the ability of future generations to meet their own needs. The Dow Jones Sustainability Group defines corporate sustainability as “a business approach that creates long-term shareholder value by embracing opportunities and managing risks deriving from economic, environmental and social developments.”

Globally, approximately 1,900 companies produce reports on sustainability issues (www.corporateregister.com), including more than half of the global Fortune 500 (KPMG International Survey of Corporate Responsibility Reporting 2005).

Companies increasingly recognize that transparency and dialogue about sustainability are elements of business success. For example, Unilever’s Chairman stated in a 2003 speech, “So when we talk about corporate social responsibility, we don’t see it as something business “does” to society but as something that is fundamental to everything we do. Not just philanthropy or community investment, important though that is, but the impact of our operations and products as well as the interaction we have with the societies we serve.”

An October 6, 2004 statement published by social research analysts reported that they value public reporting because “we find compelling the large and growing body of evidence linking companies’ strong performance addressing social and environmental issues to strong performance in creating long-term shareholder value...We believe that companies can more effectively communicate their perspectives and report performance on complex social and environmental issues through a comprehensive report than through press releases and other ad hoc communications.” (www.socialinvest.org)

RESOLVED: Shareholders request that the Board of Directors issue a sustainability report to shareholders, at reasonable cost, and omitting proprietary information, by December 31, 2007.

Shareowner’s Supporting Statement:

The report should include the company’s definition of sustainability, as well as a company-wide review of company policies, practices, and indicators related to measuring long-term social and environmental sustainability.

We recommend that the company use the Global Reporting Initiative’s Sustainability Reporting Guidelines (“The Guidelines”) to prepare the report. The Global Reporting Initiative (www.globalreporting.org) is an international organization with representatives from the business, environmental, human rights, and labor communities. The Guidelines provide guidance on report content, including performance in six categories (direct economic impacts, environmental, labor practices and decent work conditions, human rights, society, and product responsibility). The Guidelines provide a flexible reporting system that permits the omission of content that is not relevant to company operations. Almost 900 companies use or consult the Guidelines for sustainability reporting.

Kellogg’s Response — Statement in Opposition to Proposal:

The Board has considered the above proposal, and believes that it is not in the best interest of the Shareowners. Consequently, the Board recommends that the Shareowners vote against the proposal for the following reasons:

Kellogg Company has long been recognized for its exemplary corporate citizenship and constructive engagement in the communities in which it does business. ItsGlobal Code of Conductreflects its commitment to do business in accordance with the highest standards of ethical business conduct. Accordingly, Kellogg consistently demonstrates its commitment to humane and progressive employment practices, manufacturing its products in safe and environmentally responsible facilities around the world, and otherwise driving “sustainability” in the way it conducts business.

Our long-standing environmental policy is to promote and maintain environmentally responsible practices for the benefit of our customers, consumers, employees and the communities in which we operate. Our environmental policy requires that we conduct and grow our business in a manner that protects the environment and demonstrates good stewardship of the world’s natural resources. In fact, since 1906, Kellogg has been promoting environment-friendly manufacturing practices, with the first boxes of cereal that rolled off of our production line being packaged in recycled paperboard cartons. Today, almost all of Kellogg’s cereal cartons are made of 100% recycled fiber, with at least 35% post-consumer material.

Kellogg’s concern for the environment is particularly evident in its manufacturing practices. All of our plants have implemented energy management and conservation programs, convert waste food to animal feed; practice water conservation and reuse, with a number of plants having wastewater treatment facilities designed to minimize effluent discharges; and participate in packaging recycling programs. In fact, over 80% of the waste generated at Kellogg’s manufacturing facilities is recycled. In addition, we are making strides to reduce the fuel used during the transportation of our products by implementing conservation efforts in our Kellogg-owned fleet. Over the years, these types of conservation efforts have drawn international recognition for Kellogg on a variety of occasions, with plants in Mexico, Spain, England, Canada, Japan, Korea and the United States receiving awards. And we have made a commitment to reduce climate change emissions by joining the EPA Climate Leaders Program. Additional information on our environmental policy and our programs around the world can be found at www.kelloggcompany. com (go to “Social Responsibility,” “Kellogg and the Environment”).

We are also very proud of our history of social responsibility and the programs we support. This area is such a high priority for Kellogg that a distinct Board committee — the Social Responsibility Committee — was established in 1979 to oversee these efforts. Through our Corporate Citizenship Fund, over the past five years, Kellogg has contributed more than $150 million in cash and products to support social responsibility around the globe and in the communities in which we operate. In 2006 alone, we contributed more than $8 million in cash and $20 million in product to various charitable organizations around the world. Our efforts under these programs are focused in three major areas: helping children and youth reach their full potential, improving opportunities for minorities and women and building stronger communities. In connection with these efforts, Kellogg partners with groups such as Action for Healthy Kids, the YMCA of the USA, United Way, the NAACP, America’s Second Harvest and the Global Foodbank Network. We also encourage our employees to volunteer in the communities where they live and work. In 2006, we held United Way campaigns in 24 communities in which we operate, with $4.4 million of contributions being made companywide. Our annual United Way campaigns include “Days of Caring,” where hundreds of employees are actively involved in important initiatives in local communities, such as feeding people at soup kitchens or, through Habitat for Humanity, building homes for families in need. Kellogg was also recognized with a Summit Award for Employee Community Investment by United Way of America.

To further support employee philanthropic efforts, Kellogg’s Corporate Citizenship Fund matches employee contributions to educational, environmental and cultural organizations. In addition, the ~~Company’s~~Kellogg Care$ program was launched in 2005 to further encourage and recognize the volunteer efforts of our employees and retirees with monetary grants to eligible non-profit entities.

In 2006, we became a founding member of the Global Foodbank Network to disseminate and apply foodbanking practices to build capacities and food resources, especially in less developed countries. Further information on our social responsibility principles can be found at www.kelloggcompany.com (go to “Social Responsibility”).

These types of activities have become part of the Kellogg fabric, and have been codified in our Global Code of Ethics, which was first published in 1997. The Code covers, among other topics, environmental processes, product responsibility matters, human rights of our employees, and labor and employment practices. The Code describes our commitments to providing a safe and healthy work environment and to the fair and equitable treatment of all employees and applicants, and prohibits our employees from engaging in illegal or unethical conduct. It provides that Kellogg’s employees will act with integrity by acting honestly, by obeying the law and by treating those with whom they work with fairness and respect. The Code also makes clear that our efforts are not just focused on activities

within our facilities. The Code specifically states that we will not knowingly use suppliers who operate in violation of applicable laws and regulations, including local environmental, employment or safety laws or who employ forced labor, or use corporal punishment to discipline employees, whether or not permitted by applicable law. In other words, we expect to influence the behaviors of others outside ~~counsel or~~of Kellogg to further drive sustainability. A copy of the Code can be found at www.kelloggcompany.com (go to “Social Responsibility,” “Ethics and Compliance”).

A company’s code of conduct should include the expectations an organization has for its employees and agents, and if properly drafted and supported by an organization’s leaders, it should significantly influence the behavior of its people. In January 2007, Ethisphere Magazine, a leading periodical in the world of ethics, published a survey where they evaluated Codes of Conduct of public companies. The survey evaluated a variety of factors, including the extent to which the organization’s leadership is visibly committed to values and ethics, the level of the organization’s commitment to ethics and compliance, and whether the Code covers all appropriate risks. Our Code of Conduct received the top score in the survey — yet another tangible example of Kellogg’s commitment to sustainability.

In 2006, we were honored with a number of awards recognizing our workplace policies and practices, including the Working Mother 100 Best list (with a Kellogg Officer receiving special recognition), Hispanic Business Magazine’s Top 50 Companies for Hispanics, LATINA Style 50 Best Companies for Latinas, Best Employers for Healthy Lifestyles by the nonprofit National Business Group on Health (NBGH), and Black Enterprise magazine Best Companies for Diversity. In addition, as an indicator of our commitment to be a positive force in the communities in which it operates, Kellogg was named in Business Ethics Magazine as one of the 100 Best Corporate Citizens.

In addition, we recently formed a cross-functional Sustainability Steering Committee to further drive our sustainability efforts. The Committee, along with an independent, ~~auditor~~third party expert, will thoroughly review our positions, policies and practices in this area, including the types of issues covered by the proposal. The Committee will provide its recommendations during our current fiscal year, and at that time we will be in a better position to ~~attend a meeting~~determine how we should proceed. The Board believes it is in Kellogg’s best interests and our Shareowners’ best interests to await the recommendations of the Committee and proceed in a manner best suited to our specific circumstances.

The Board and Kellogg certainly respect investors’ interest in good corporate citizenship and social responsibility. We do not believe, however, that preparing the comprehensive and wide-ranging “sustainability” report requested by this proposal would be a good use of our human and financial resources, since our policies, practices and disclosures already cover many of the items that would be included in a sustainability report. In addition, the time and effort needed to prepare this report is expected to be significant.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE PROPOSAL.

PROPOSAL 4 — SHAREOWNER PROPOSAL RELATING TO MAJORITY VOTING

Resolution Proposed By Shareowner:

Resolved: That the shareholders of Kellogg Company (“Company”) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws) to ~~meet~~provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with ~~any members~~a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.

Shareowner’s Supporting Statement:

In order to provide shareholders a meaningful role in director elections, our company’s director election vote standard should be changed to a majority vote standard. A majority vote standard would require that a nominee receive a majority of the votes cast in order to be elected. The standard is particularly well-suited for the vast majority of director elections in which only board nominated candidates are on the ballot. We believe that a majority vote standard in board elections would establish a challenging vote standard for board nominees and improve the performance of individual directors and entire boards. Our Company presently uses a plurality vote standard in all director elections. Under the plurality vote standard, a nominee for the board can be elected with as little as a single affirmative vote, even if a substantial majority of the votes cast are “withheld” from the nominee.

In response to strong shareholder support for a majority vote standard in director elections, an increasing number of companies, including Intel, Dell, Motorola, Texas Instruments, Safeway, Home Depot, Gannett, and Supervalu, have adopted a majority vote standard in company by-laws. Additionally, these companies have adopted bylaws or ~~advisors~~policies to address post-election issues related to the ~~Committee.~~status of director nominees that fail to win election. Our Company has not established a majority vote standard in Company bylaws, opting only to establish a post-election director resignation governance policy. The ~~Audit Committee shall periodically meet~~Company’s director resignation policy simply addresses post-election issues, establishing a requirement for directors to tender their resignations for board consideration should they receive more “withhold” votes than “for” votes. We believe that these director resignation policies, coupled with ~~management,~~ the ~~internal auditors and the independent auditor in separate executive sessions. The Audit Committee may also,~~continued use of a plurality vote standard, are a wholly inadequate response to the ~~extent it deems necessary or appropriate, meet~~call for the adoption of a majority vote standard.

We believe the establishment of a meaningful majority vote policy requires the adoption of a majority vote standard in the Company’s governance documents, not the retention of the plurality vote standard. A majority vote standard combined with the Company’s ~~investment bankers or financial analysts~~current post-election director resignation policy would provide the board a framework to address the status of a director nominee who ~~follow~~fails to be elected. The combination of a majority vote standard with a post-election policy establishes a meaningful right for shareholders to elect directors, while reserving for the ~~Company.~~board an important post-election role in determining the continued status of an unelected director.

We urge the board to adopt a majority vote standard.

Kellogg’s Response — Statement in Opposition to Proposal:

The ~~Audit Committee shall review~~Board has considered the above proposal, and ~~reassess~~believes that it is not in the ~~adequacy~~best interest of ~~this Charter annually and recommend any proposed changes to~~the Shareowners. Consequently, the Board recommends that the Shareowners vote against the proposal for ~~approval.~~the following reasons:

The ~~Audit~~Board has been mindful of recent governance developments on the subject of majority-voting in the election of directors and has examined the issue very closely. The Board believes that when Shareowners cast more “withheld” votes than “for” votes with regard to a Director, our Nominating and Governance Committee (the “Nominating Committee”) and the Board should very deliberately consider and thoroughly assess whether it is appropriate for the Director to remain on the ~~extent it deems necessary or~~Board. Consequently, early last year, the Board adopted a policy relating to Director Elections (the “Policy”). The Policy strikes the appropriate ~~shall:~~balance that effectively ensures meaningful Shareowner participation in the election of Directors while preserving the Board’s ability to exercise its independent judgment on acase-by-case basis in the best interests of all shareholders.

~~Financial Statement~~The Policy is fully set forth in our Corporate Governance Guidelines (which can be found on the Kellogg Company web site at www.kelloggcompany.com under “Corporate Governance”), and ~~Disclosure Matters~~provides:


1.	~~Review and discuss with management and~~•	In any uncontested election of Directors, any nominee for Director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election (a “Majority Withheld Vote”) will promptly tender his or her resignation to the ~~independent auditor~~Nominating Committee.

	•	The Nominating Committee would promptly consider the ~~annual audited financial statements, including disclosures made in management’s discussion and analysis,~~resignation and recommend to the Board ~~whether~~ the ~~audited financial statements should~~appropriate action to be ~~included in~~taken. In making its recommendation, the ~~Company’s Form~~ ~~10-K.~~Nominating Committee would consider all facts and circumstances surrounding the Majority Withhold Vote, including the stated reasons why votes were withheld, alternatives for curing the underlying cause of the withheld votes, the Director’s qualifications and our Corporate Governance Guidelines.

2.	~~Review~~•	The Board would then review the recommendation and ~~discuss with management~~consider all factors considered by the Nominating Committee and such additional information and factors that the ~~independent auditor the Company’s quarterly financial statements prior~~Board believes to ~~the filing of its Form~~ ~~10-Q,~~ ~~including the disclosures made in management’s discussion~~be relevant to Kellogg’s and ~~analysis and the results of the independent auditor’s reviews of the quarterly financial statements.~~Shareowners’ best interests.

3.	~~Discuss with management~~•	The Policy demonstrates our responsiveness to Director election results, while at the same time protecting our long-term interests and our Shareowners’ long-term interests. We also believe that the ~~independent auditor significant financial reporting issues~~Policy provides a solution to a Majority-Withheld Vote that is more complete and ~~judgments made in connection with~~meaningful than the ~~preparation of the Company’s financial statements, including any significant changes~~majority voting standard called for in the Company’s selection or application of accounting principles, any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies, and any accounting adjustments that were noted or proposed but were passed (as immaterial or otherwise).

4.	Review and discuss quarterly reports from the independent auditor on (a) all critical accounting policies and practices to be used; (b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments (as well as the treatment preferred by the independent auditor) and all material correcting adjustments identified by the independent auditor; (c) other material written communications between the independent auditor and management, such as any management letter (and the Company’s response) or schedule of unadjusted differences; and (d) any problems, difficulties or differences encountered in the course of the audit work, including any disagreements with management or restrictions on the scope of the auditor’s activities or on access to requested information.

5.	Discuss with management the Company’s earnings press releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).

6.	~~Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.~~

7.	Review and discuss with management (including the head of Internal Audit) and the independent auditor, the Company’s internal controls report and the independent auditor’s attestation of the report prior to the filing of the Company’s Form ~~10-K.~~

8.	Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

9.	Discuss with the independent auditor the matters required to be discussed by Statements on Auditing Standards No. 61, 89 and 90 relating to the conduct of the audit, including difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, the auditor’s assessment of the overall quality of financial reporting, unadjusted differences, and any significant disagreements with management.proposal.


~~10.~~	~~Review disclosures made to the Audit Committee by the Company’s CEO and CFO during the certification process for the SEC Form~~ ~~10-K~~ ~~and Form~~ ~~10-Q~~ about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

Adopting a majority voting standard in the election of Directors seems especially unwarranted in our case. In each of the last ten years, every Director nominee has received the affirmative vote of more than 85% of the shares voted at the annual meeting of Shareowners. As a result, changing our current voting requirement to majority voting would have had no effect on the outcome of our election process during the past ten years. Moreover, the Board has historically been comprised of highly qualified Directors from diverse backgrounds, substantially all of whom have been “independent” within the meaning of standards recently adopted by the New York Stock Exchange. Each of these Directors was elected without majority voting. Since our Shareowners have a history of electing highly qualified, independent Directors, a change to a strict majority voting requirement is not necessary to improve our corporate governance processes.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THE PROPOSAL.

~~A-2~~


~~11.~~	~~Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement, to the extent required.~~

~~Oversight~~MISCELLANEOUS

Shareowner Proposals for the 2008 Annual Meeting. Shareowner proposals submitted for inclusion in our proxy statement for the 2008 Annual Meeting of Shareowners must be received by us no later than November 20, 2007. Other Shareowner proposals to be submitted from the floor must be received by us not earlier than the 120th day prior to the 2008 meeting and not later than February 3, 2008, and must meet certain other requirements specified in Kellogg’s bylaws.

“Householding” of Proxy Materials. The SEC permits companies and intermediaries (e.g. brokers) to satisfy the delivery requirements for proxy statements (and related documents) with respect to two or more Shareowners sharing the same address by delivering a single proxy statement (and related documents) addressed to those Shareowners. This process, which is commonly referred to as “householding,” potentially means extra convenience for Shareowners and cost savings for companies.

A number of brokers with account holders who are Shareowners will be “householding” our proxy materials. As indicated in the notice previously provided by these brokers to Shareowners, a single proxy statement (and related documents) will be delivered to multiple Shareowners sharing an address unless contrary instructions have been received from an affected Shareowner or Shareowners. Once you have received notice from your broker or Kellogg that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until Kellogg or Kellogg’s transfer agent receives contrary instructions from an affected Shareowner or Shareowners.

Shareowners who currently receive multiple copies of the ~~Company’s relationship~~proxy statement (and related documents) at their address and would like to request “householding” of their communications should contact their broker or, if a Shareowner is a direct holder of shares of common stock, he or she should submit a written request to Wells Fargo Shareowner Services, Kellogg’s transfer agent, at 161 North Concord Exchange, South St. Paul, MN 55075; phone number:(877) 910-5385. Shareowners who are now “householding” their communications, but who wish to receive separate proxy statements (and related documents) in the future may also notify Wells Fargo Shareowner Services. We will promptly deliver, upon written or oral request, a separate copy of the proxy statement (and related documents) at a shared address to which a single copy was delivered.

Annual Report onForm 10-K; No Incorporation by Reference. Upon written request, we will provide any Shareowner, without charge, a copy of our Annual Report onForm 10-K for 2006 filed with the ~~Independent Auditor~~


~~12.~~	~~Review and evaluate the lead partner of the independent auditor.~~

~~13.~~	~~Review annually a written report from the independent auditor describing all relationships between the independent auditor (and its affiliates) and the Company (and its subsidiaries).~~

~~14.~~	Obtain and review a report from the independent auditor at least annually regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent auditor and the Company. Evaluate the qualifications, performance and independence of the independent auditor, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and the internal auditor. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.

~~15.~~	Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm on a regular basis.

~~16.~~	Establish clear policies for the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit of the Company, which shall comply with all regulatory requirements.

~~17.~~	~~Discuss with the national office of the independent auditor issues on which they were consulted by the Company’s audit team and matters of audit quality and consistency.~~

~~18.~~	~~Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.~~

~~19.~~	Review with the independent auditors, the Company’s internal auditor, and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable.

~~Oversight~~SEC, including the financial statements and schedules, but without exhibits. Direct requests to Kellogg Company, P.O. Box CAMB, Battle Creek, Michigan49016-1986 (phone:(800) 961-1413), to Ellen Leithold of the ~~Company’s Internal Audit Function~~Investor Relations Department at that same address (phone:(269) 961-2800), or to investor.relations@kellogg.com. You may also obtain this document and certain other of our SEC filings through the Internet at www.sec.gov or under “Investor Relations” at
www.kelloggcompany.com, the Kellogg website.

Notwithstanding any general language that may be to the contrary in any document filed with the SEC, the information in this proxy statement under the captions “Audit Committee Report,” and “Compensation Committee Report” shall not be incorporated by reference into any document filed with the SEC.

By Order of the Board of Directors,


~~20.~~	~~Ensure that the Company maintains an internal audit function.~~

~~21.~~	Review and separately discuss with management and the independent auditor the internal audit function of the Company including the independence and authority of its reporting obligations, the proposed audit plans for the coming year, the budget and qualifications of internal auditors and the coordination of such plans with the independent auditors.

~~22.~~	Receive a summary of completed internal audits and audit results, and a progress report on the proposed internal audit plan, with explanations for any deviations from the original plan and any other significant reports to management and management’s response.

~~23.~~	~~Review internal audit personnel and succession planning within the Company, including the appointment and replacement of senior and other internal audit personnel.~~

~~Compliance Oversight Responsibilities~~
Gary H. Pilnick
Senior Vice President,
General Counsel, Corporate Development and Secretary


~~24.~~	Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting and auditing matters.

March 19, 2007

~~A-3~~


~~25.~~	~~Obtain from the independent auditor assurance that Section 10A(b) of the Securities Exchange Act of 1934, as amended, has not been implicated.~~

~~26.~~	Review with the Company’s General Counsel legal matters that may have a material impact on the financial statements, the Company’s compliance policies and any material reports or inquiries received from regulators or governmental agencies.

~~27.~~	Review with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies.

~~28.~~	Review with management and advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Global Code of Ethics.

~~Administrative Matters~~

The members of this Committee shall be appointed by the Board of Directors on the recommendation of the Nominating and Governance Committee and may be removed or replaced by the Board. The Chairperson of this Committee shall also be appointed by the Board of Directors on the recommendation of the Nominating and Governance Committee.

A majority of the members of this Committee shall constitute a quorum for the transaction of business, and the act of the majority of Committee members present at a meeting where a quorum is present shall be the act of this Committee, unless a different vote is required by express provision of law, the Bylaws or the Certificate of Incorporation. Unless otherwise provided by the Bylaws or the Certificate of Incorporation: (i) any action required or permitted to be taken at any meeting of this Committee may be taken without a meeting if all of the members consent thereto (a) in writing or (b) by electronic transmission and such writings or transmissions are filed with the minutes, of this Committee; and (ii) members of this Committee may participate in a meeting by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence at such a meeting.

This Committee may form and delegate authority to subcommittees or members as provided in this Charter or when otherwise appropriate. Except as expressly provided in this Charter, the Bylaws or the Certificate of Incorporation, this Committee may fix its own rules of procedure.

This Committee will report to the Board at the next regularly scheduled Board meeting after one or more Committee meetings, will otherwise regularly report to the Board and will annually conduct a performance review of its activities.

~~A-4~~

~~ANNEX II~~

~~KELLOGG COMPANY SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN~~

~~SECTION 1~~

~~Establishment and Purpose~~

Kellogg Company (the “Company”) hereby establishes the “Kellogg Company Senior Executive Annual Incentive Plan” (the “Plan”). The Plan will be submitted to the stockholders of the Company for approval at the 2006 Annual Meeting of Stockholders of the Company scheduled to be held on April 21, 2006 (the “Effective Date”). The purposes of the Plan are to motivate selected senior executives toward achievement of performance goals; encourage teamwork in various segments of the Company; and reward performance with cash bonuses that vary in relation to the achievement of the pre-established performance goals. The Plan is to replace the Kellogg Company Senior Executive Annual Incentive Plan, which will expire at the end of 2006.

~~SECTION 2~~

~~Eligibility~~

The individuals who are assigned one or more of the following titles by the Company are eligible to participate in the Plan, as determined and selected by the Committee (as defined in Section 3 hereof): (i) Chairman, Vice Chairman, Kellogg Company Chief Executive Officer, or Kellogg Company President; (ii) Kellogg Company Executive Vice President; or (iii) Kellogg Company Senior Vice President. Each individual selected for participation will be known as a “Participant”.

~~SECTION 3~~

~~Administration~~

The Plan will be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”), or such other committee as the Board may from time to time select (the “Committee”). The Committee will at all times be composed of two or more members of the Board, each of whom qualifies as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”).

Except as limited by law or the Company’s Amended and/or Restated Certificate of Incorporation or Bylaws, and subject to the provisions herein, the Committee will have full power and authority, to the fullest extent required to comply with Section 162(m), to select Participants (as defined in Section 2 hereof); determine the size of bonus awards; determine the terms, conditions, restrictions and other provisions of bonus awards, including the establishment of the Performance Goals (as defined in Section 4 hereof); interpret the Plan; establish, amend or rescind guidelines, rules and regulations for the Plan’s administration; review and certify the achievement of Performance Goals; and, subject to Section 9 hereof and the restrictions under Section 162(m), amend the terms and conditions of the Plan, including outstanding Award Opportunities (as defined in Section 4 hereof). Further, the Committee will make all other determinations which may be necessary or advisable for the administration and operation of the Plan. Except as to the extent prohibited by applicable law, the Committee may delegate all or any portion of its responsibilities and powers granted under the Plan to such other person or entity it deems appropriate, including, but not limited to, senior management of the Company. Any such delegation may be revoked by the Committee at any time. All determinations and decisions of the Committee arising under the Plan will be final, binding and conclusive upon all parties. By accepting any benefits under the Plan, each Participant, and each person claiming under or through such Participant, will be conclusively deemed to have indicated acceptance and ratification of, and consent to, all provisions of the Plan and any determination or decision under the Plan by the Company, the Board or the Committee.

~~SECTION 4~~

~~Participation and Performance Goals~~

The Committee will have the authority to select Participants (as defined in Section 2 hereof) for cash bonus awards under the Plan for each Measurement Period and the financial and other performance criteria (“Performance Goals”) upon which such awards will be based. For purposes of the Plan, the term “Measurement Period” means the period of one fiscal year, unless an alternate period (such as a portion of a fiscal year or multiple fiscal years) is otherwise selected and established in writing by the Committee at the time the Performance Goal is established. No later than the earlier of ninety (90) days after the commencement of the applicable Measurement Period or the

~~A-5~~

completion of 25% of such Measurement Period, the Committee will, in its discretion, determine the Participants for such Measurement Period and establish the Performance Goals applicable to each Participant’s award.

Performance Goals need not be the same for all Participants. The Performance Goals may be based on any one or more of the following measures (or the relative change for any such measure): the Company’s earnings per share, return on equity, return on assets, return on invested capital, growth in sales and earnings, net sales, cash flow, discounted cash flow, cumulative cash flow, operating profits, pre-tax profits, after-tax profits, consolidated net income, unit sales volume, economic value added, costs, production, unit production volume, improvements in financial ratings, regulatory compliance, achievement of balance sheet or income statement objectives, market share and total return to stockholders (including both the market value of the Company’s stock and dividends thereon) and the extent to which strategic and business plan goals are met.

With respect to each Participant, the Committee will establish ranges of Performance Goals which correspond to various levels of cash bonus amounts (“Award Opportunities”) for the Measurement Period. Each range of Performance Goals will include a level of performance at which one hundred percent (100%) of the targeted bonus award (“Target Bonus Award”) may be earned. In addition, each range of Performance Goals will include levels of performance above and below the one hundred percent (100%) performance level. The Committee may establish minimum levels of Performance Goal achievement, below which no bonus payment will be made to the Participant. Once established, Performance Goals and Award Opportunities may be adjusted during the Measurement Period only to mitigate the unbudgeted impact of gains and losses, accounting changes or other events not foreseen at the time such Performance Goals and Award Opportunities were established.

~~SECTION 5~~

~~Final Bonus Award Determination~~

Awards are based on the achievement of the preestablished Performance Goals. After the Performance Goals are established as described in Section 4 hereof, the Committee will align the achievement of the Performance Goals with Award Opportunities, such that the level of achievement of the Performance Goals at the end of the Measurement Period will determine the Participant’s actual annual bonus award (“Final Bonus Award”). Final Bonus Awards may vary above or below the Target Bonus Award, based on the level of achievement of the pre-established Performance Goals.

Negative discretion may be used by the Committee to reduce the Final Bonus Award. In no event, however, will an exercise of negative discretion to reduce the Final Bonus Award of a Participant have the effect of increasing the amount of a Final Bonus Award otherwise payable to any other Participant.

~~SECTION 6~~

~~Final Bonus Award Limit~~

The total of all Final Bonus Awards payable to Participants for performance in any Measurement Period will not under any circumstances exceed one percent (1%) of the Net Income of the Company (the “Maximum Bonus Awards Pool”) for such period. For purposes of the Plan, the term “Net Income” means the income from continuing operations of the Company and its subsidiaries, as determined on a consolidated basis in accordance with generally accepted accounting principles, adjusted to exclude the following: (i) all restructuring and disposition-related charges or credits for the fiscal year, net of related tax effect; and (ii) incremental and non-recurring integration costs and other financial impacts, net of tax, related to the business operations of an entity acquired by the Company.

The maximum Final Bonus Award any Participant can receive for performance in any Measurement Period is three million dollars ($3,000,000). In the event that the total of all Final Bonus Awards payable to Participants should exceed the Maximum Bonus Awards Pool as specified above, the Final Bonus Award of each Participant will be proportionately reduced such that the total of all such Final Bonus Awards paid is equal to the Maximum Bonus Awards Pool.

~~SECTION 7~~

~~Payment of Awards~~

If the Performance Goals established by the Committee are satisfied and upon written certification by the Committee that the Performance Goals have been satisfied, payment will be made in cash as soon as practicable in

~~A-6~~

accordance with the terms of the award, unless the Committee determines in its sole discretion to reduce or eliminate Final Bonus Award determinations for any or all Participants, based upon any objective or subjective criteria it deems appropriate. There is no obligation for uniformity of treatment of Participants under the Plan.

~~SECTION 8~~

~~Termination of Employment~~

Each Participant must remain employed with the Company or a subsidiary through the last day of the Measurement Period to be considered for a Final Bonus Award; provided, however, in the event of a Participant’s death, disability or retirement (as defined in the Kellogg Company Salaried Pension Plan or any other retirement plan of the Company or a subsidiary in which the individual participates) during the Measurement Period, the Participant’s bonus award will be based on the portion of the Measurement Period in which the Participant was employed, computed as determined by the Committee. In the event that a Participant’s employment is terminated for any reason other than death, disability or retirement, the Participant’s rights to a Final Bonus Award will be forfeited; provided, however, the Committee may, in its sole discretion, pay a prorated bonus award to the Participant for the portion of the Measurement Period in which the Participant was employed, computed as determined by the Committee. In the event that a Participant’s employment with the Company or a subsidiary terminates for any reason after the completion of the Measurement Period but prior to the actual payment of the cash bonus, the balance of any bonus which remains unpaid at the time of such termination will be payable to the Participant, or forfeited by the Participant, in accordance with the terms of the award granted by the Committee.

~~SECTION 9~~

~~Amendment and Termination~~

The Board and the Committee each has the right to amend or terminate the Plan at any time and in any respect, except that, unless otherwise determined by the Board or the Committee, no amendment may be made without stockholder approval if, and to the extent that, such approval would be required to comply with any applicable provisions of Section 162(m). Similarly, no amendment or termination of the Plan may alter or impair the rights of any Participant pursuant to an outstanding award without the consent of the Participant.

This Plan will expire on December 31, 2011, unless terminated earlier by the Board or the Committee. Upon approval by the stockholders, this Plan will supersede the Kellogg Company Senior Executive Annual Incentive Plan which was effective January 1, 2002. No further awards will be made under the Plan after termination, but termination will not affect the rights of any Participant under any award made prior to termination.

~~SECTION 10~~

~~Miscellaneous~~

Bonus payments will be made from the general funds of the Company and no special or separate fund will be established or other segregation of assets made to assure payment. No Participant or other person will have under any circumstances any interest in any particular property or assets of the Company. The Plan will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws.

Neither the establishment of this Plan nor the payment of any award hereunder nor any action of the Company, the Board or the Committee with respect to this Plan will be held or construed to confer upon any Participant any legal right to be continued in the employ of the Company or to receive any particular rate of cash compensation other than pursuant to the terms of this Plan and the determination of the Committee, and the Company expressly reserves the right to discharge any Participant whenever the interest of the Company may so permit or require without liability to the Company, the Board or the Committee, except as to any rights which may be expressly conferred upon a Participant under this Plan.

The adoption of this Plan will not affect any other compensation plans in effect for the Company or any subsidiary or affiliate of the Company, nor will the Plan preclude the Company or any subsidiary or affiliate thereof from establishing any other forms of incentive or other compensation for the Participants.

~~A-7~~

KELLOGG COMPANY, BATTLE CREEK, MICHIGAN ~~49016-3599~~49017-3534

~~recycled~~


		~~OMB APPROVAL~~

		~~OMB Number:~~		~~3235-0059~~
		~~Expires:~~		~~February 28, 2006~~
		~~Estimated average burden~~ ~~hours per response~~		~~12.75~~


	o ~~Preliminary Proxy Statement~~
	oý Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 ~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
	þ ~~Definitive Proxy Statement~~
	o ~~Definitive Additional Materials~~
	o ~~Soliciting Material Pursuant to §240.14a-12~~


				Percent of Class on
Beneficial Owner	Shares Beneficially Owned				~~January 1,~~December 31, 2006

W. K. Kellogg Foundation Trust(1)		93,759,190 shares(2	)		23.6	%
c/o The Bank of New York Company, Inc. One Wall Street New York, NY 10286		~~109,851,073~~
George Gund III		34,473,818 shares(23	)		~~27.1~~8.5	%
~~George Gund III~~ 39 Mesa Street San Francisco, CA 94129		~~35,691,029 shares(3~~	)		~~8.8~~	%
KeyCorp ~~127 Public Square~~ ~~Cleveland, OH 44114-1306~~		~~32,826,190~~31,655,007 shares(4	)		~~7.9~~8.0	%
127 Public Square Cleveland, OH44114-1306


	~~Filed by the Registrant~~ þ
	~~Filed by a Party other than the Registrant~~ o

	~~Check the appropriate box:~~


	þ ~~No fee required.~~(1)
	o ~~Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.~~


	1) Title of each class of securities to which transaction applies:


o	o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the ~~Form~~form or ~~Schedule~~schedule and the date of its filing.


~~SEC 1913 (02-02)~~
	~~Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.~~


1.	Log on to the Internet at www.icsdelivery.com/kelloggs.

2.	Follow the instructions on the website.


	1.	To elect four ~~directors~~Directors for a three-year term to expire at the ~~2009~~2010 Annual Meeting of ~~Share Owners;~~Shareowners;

	2.	To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP for ~~the Company’s 2006~~Kellogg’s 2007 fiscal year;

	3.	To ~~approve~~consider and act upon a Shareowner proposal to prepare a sustainability report, if presented at the ~~Kellogg Company Senior Executive Annual Incentive Plan;~~meeting;

	4.	To consider and act upon a ~~Share Owner~~Shareowner proposal to ~~prepare~~enact a ~~sustainability report,~~majority voting requirement, if presented at the meeting; and

	5.	To take action upon any other matters that may properly come before the meeting, or any adjournments thereof.


ABOUT THE MEETING			1
SECURITY OWNERSHIP			3
CORPORATE GOVERNANCE			6
BOARD AND COMMITTEE MEMBERSHIP			9
PROPOSAL 1 — ELECTION OF DIRECTORS			12
2006 NON-EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS			14
COMPENSATION DISCUSSION AND ANALYSIS			18
COMPENSATION COMMITTEE REPORT			26
EXECUTIVE COMPENSATION			27
Summary Compensation Table			27
Grant of Plan-Based Awards Table			31
Outstanding Equity Awards at Fiscal Year-End Table			34
Option Exercises and Stock Vested Table			38
RETIREMENT AND NON-QUALIFIED DEFINED CONTRIBUTION AND DEFERRED COMPENSATION PLANS			39
Pension Plans			39
Non-Qualified Deferred Compensation			41
EMPLOYMENT AGREEMENTS			42
POTENTIAL POST-EMPLOYMENT PAYMENTS			44
Severance Benefits			44
Retirement, Disability and Death			46
Potential Change In Control Payments			47
RELATED PERSON TRANSACTIONS			50
PROPOSAL 2 — RATIFICATION OF PRICEWATERHOUSECOOPERS LLP			51
Fees Paid to Independent Registered Public Accounting Firm			51
Preapproval Policies and Procedures			51
Audit Committee Report			51
SHAREOWNER PROPOSALS			53
PROPOSAL 3 — SHAREOWNER PROPOSAL RELATING TO SUSTAINABILITY REPORT			53
PROPOSAL 4 — SHAREOWNER PROPOSAL RELATING TO MAJORITY VOTING			56
MISCELLANEOUS			58


1.	~~Log on to the Internet at~~ ~~www.icsdelivery.com/kelloggs.~~

2.	~~Follow the instructions on the website.~~


~~NOTICE OF ANNUAL MEETING OF SHARE OWNERS~~
~~PROXY STATEMENT~~
~~SECURITY OWNERSHIP~~
~~ELECTION OF DIRECTORS~~
~~ABOUT THE BOARD OF DIRECTORS~~
~~EXECUTIVE COMPENSATION~~
~~REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION~~
~~RATIFICATION OF INDEPENDENT AUDITORS FOR 2006~~
~~APPROVAL OF THE KELLOGG COMPANY SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN~~
~~SHARE OWNER PROPOSAL~~
~~SUSTAINABILITY REPORT~~
		~~STATEMENT IN OPPOSITION TO THE PROPOSAL~~

	(1)		Amount Previously Paid:

	~~1) Amount Previously Paid:~~


	2) (2)		Form, Schedule or Registration Statement ~~No.:~~No:


	~~3) Filing Party:~~

	(3)		Filing party:

	4)


	(1)	by submitting written notice of revocation to ~~the Company’s~~Kellogg’s Secretary;


	(2)	by submitting another ~~Proxy~~proxy by telephone, via the Internet or by mail that is later dated and, if by mail, that is properly signed; or

	(3)	by voting in person at the meeting.


(1)		The trustees of the W. K. Kellogg Foundation Trust (the ~~“Trust”~~“Kellogg Trust”) are James M. Jenness, ~~William C. Richardson,~~Sterling K. Speirn, Shirley Bowser and The Bank of New York. The W. K. Kellogg Foundation, a Michigan charitable corporation (the ~~“Foundation”~~“Kellogg Foundation”), is the sole beneficiary of the Kellogg Trust. Under the agreement governing the Kellogg Trust (the “Agreement”), at least one trustee of the Kellogg Trust must be a member of the Kellogg Foundation’s Board, and one member of ~~the Company’s~~Kellogg’s Board must be a trustee of the Kellogg Trust. The Agreement provides if a majority of the trustees of the Kellogg Trust (which majority must include the corporate trustee) cannot agree on how to vote the Kellogg stock, of the ~~Company, the~~Kellogg Foundation has the power to direct the voting of such stock. With certain limitations, the Agreement also provides that the Kellogg Foundation has the power to approve successor trustees, and to remove any trustee of the Kellogg Trust.

(2)		According to Schedule 13G/A filed with the SEC on February 13, 2007, The Bank of New York is a trustee of the Kellogg Trust and shares voting and investment power with the other three trustees with respect to the shares owned by the Kellogg Trust. The Bank of New York and its subsidiaries hold ~~110,572,150~~94,665,854 shares for various persons in various fiduciary capacities. The Bank of New York has sole voting power for ~~336,119~~153,103 shares, shared voting power for ~~110,236,031~~94,512,751 shares (including those shares beneficially owned by the Kellogg Trust), sole investment power for ~~737,599~~743,827 shares and shared investment power for ~~109,873,466~~93,783,776 shares (including those shares beneficially owned by the Kellogg Trust).

(3)		According to Schedule 13G/A filed with the SEC on February 13, 2007, George Gund III has sole voting power for ~~196,650~~184,650 shares, shared voting power for ~~35,494,379~~34,289,168 shares, sole investment power for ~~78,650~~66,650 shares and shared investment power for ~~6,384,492~~6,252,881 shares. Of the shares over which Mr. Gund has shared voting and investment power, ~~2,963,800~~2,832,189 shares are held by a nonprofit foundation of which Mr. Gund is one of eight trustees and one of twelve members. Mr. Gund disclaims beneficial ownership as to all of these shares. Gordon Gund, a ~~director of the Company,~~Kellogg Director, is a brother of George Gund III and may be deemed to share voting or investment power over the shares shown as beneficially owned by George Gund III, as to which shares Gordon Gund disclaims beneficial ownership.

(4)		According to a Schedule 13G/A filed with the SEC on January 31, 2007, KeyCorp, as trustee for certain Gund family trusts included under (3) above, as well as other trusts, has sole voting power for ~~3,582,698~~3,488,309 shares, shared voting power for ~~15,305~~10,500 shares, sole investment power for ~~29,321,405~~31,311,767 shares and shared investment power for ~~77,544~~266,311 shares.


	Common Stock

Name	Shares Beneficially Owned(1)		Units(2)

John A. Bryant		559,831		-0-
Benjamin S. Carson, Sr.(3)		44,627		-0-
John T. Dillon(3)(4)		43,912		-0-
Claudio X. Gonzalez(3)		53,055		18,198
Gordon Gund(3)(5)		66,189		44,806
Carlos M. Gutierrez(6)		-0-		-0-
Alan F. Harris(7)		820,146		-0-
James M. Jenness(3)(8)		360,678		8,850
Dorothy A. Johnson(3)		53,384		13,477
L. Daniel Jorndt(3)		76,933		6,944
Ann McLaughlin Korologos(3)		53,199		13,710
A. D. David Mackay		1,231,802		-0-
Jeffrey W. Montie		444,004		-0-
William D. Perez(3)		42,706		2,510
William C. Richardson(3)(8)		45,319		17,080
John L. Zabriskie(3)		50,755		15,289
All directors, nominees, and executive officers as a group(9)(10)		5,121,368		140,864


											Long-Term Compensation
					Annual Compensation
											Restricted		Securities		Long-Term
									Other Annual		Stock		Underlying		Incentive		All Other
					Salary		Bonus		Compensation		Awards		Options		Plan Payouts		Compensation
Name and Principal			Year		($)		($)		($)(1)		($)(2)		(#)(3)		($)(4)		($)(5)

James M. Jenness				2005	$	928,846	$	2,252,250		—	$	1,000,000		425,000	$	-0-	$	38,236
		Chairman of the Board and Chief Executive Officer(6)
	Carlos M. Gutierrez			2005		260,421		-0-		—		-0-		-0-		-0-		108,205
		Former Chairman		2004		1,048,969		2,433,000		80,000		-0-		1,359,100		500,000		113,579
		of the Board and		2003		1,004,808		1,685,600		—		-0-		844,782		4,586,000		117,036
		Chief Executive Officer(7)
	A. D. David Mackay			2005		849,380		1,623,300		—		-0-		424,742		444,000		96,949
		President and		2004		769,219		1,397,400		—		-0-		433,884		500,000		64,690
		Chief Operating		2003		657,757		775,000		—		-0-		176,798		1,207,600		64,682
		Officer
	Alan F. Harris			2005		593,160		897,500		—		-0-		317,055		314,500		67,829
		Executive Vice		2004		573,581		741,800		—		-0-		271,682		500,000		68,879
		President		2003		554,981		840,800		—		335,650		195,662		914,400		50,104
	Jeffrey W. Montie			2005		555,942		848,200		—		1,079,049		222,340		185,000		96,899
		Executive Vice		2004		504,616		706,300		—		-0-		162,479		469,600		64,141
		President		2003		443,272		572,900		—		671,300		63,637		568,600		44,655
	John A. Bryant			2005		531,995		742,000		—		980,172		215,093		277,500		98,785
		Executive Vice		2004		486,477		692,400		—		-0-		179,359		500,000		68,925
		President		2003		399,462		587,400		—		839,125		134,992		713,400		39,399


	Individual Grants

	Number of			% of Total
	Securities			Options
	Underlying			Granted to							Grant Date
	Options			Employees In			Exercise				Present
	Granted			Fiscal			Price		Expiration		Value
Name	(#)(1)			Year (%)			($/Share)		Date		($)(4)

J. M. Jenness		383,100			8.0	%	$	44.040		2/18/15	$	2,815,800
		5,000	(3)		0.1			44.980		1/31/15		36,800
		15,521	(2)		0.3			44.280		7/27/10		114,100
		21,379	(2)		0.4			45.030		7/27/10		157,100
C. M. Gutierrez		-0-			—			—		—		—
A. D. D. Mackay		151,000			3.2			44.040		2/8/15		1,109,900
		55,644	(2)		1.2			45.230		3/26/11		409,000
		63,361	(2)		1.3			45.230		2/16/11		465,700
		25,192	(2)		0.5			44.230		2/16/11		185,200
		94,286	(2)		2.0			44.230		2/21/13		693,000
		18,996	(2)		0.4			44.230		8/1/10		139,600
		16,263	(2)		0.3			44.230		8/1/10		119,500
A. F. Harris		56,900			1.2			44.040		2/18/15		418,200
		37,201	(2)		0.8			45.330		1/4/09		273,400
		38,592	(2)		0.8			45.330		2/21/13		283,700
		40,854	(2)		0.9			45.330		2/22/12		300,300
		67,290	(2)		1.4			44.475		2/22/12		494,600
		2,074	(2)		0.0			44.475		3/14/07		15,200
		44,610	(2)		0.9			44.475		2/16/11		327,900
		2,920	(2)		0.1			44.475		1/31/10		21,500
		19,188	(2)		0.4			44.475		3/14/07		141,000
		7,426	(2)		0.2			44.475		3/14/07		54,600
J. W. Montie		106,000			2.2			44.040		2/18/15		779,100
		8,409	(2)		0.2			44.390		2/22/12		61,800
		4,255	(2)		0.1			44.390		3/15/06		31,300
		11,919	(2)		0.2			44.390		1/4/09		87,600
		2,854	(2)		0.1			44.390		1/31/10		21,000
		22,740	(2)		0.5			44.390		2/21/13		167,100
		1,565	(2)		0.0			45.620		1/31/10		11,500
		1,076	(2)		0.0			45.620		1/31/10		7,900
		170	(2)		0.0			45.620		3/14/07		1,200
		11,009	(2)		0.2			45.620		1/31/10		80,900
		52,343	(2)		1.1			45.620		2/22/12		384,700
J. A. Bryant		95,000			2.0			44.040		2/18/05		698,300
		50,317	(2)		1.1			45.480		2/21/13		369,800
		5,422	(2)		0.1			44.520		2/21/13		39,900
		4,043	(2)		0.1			44.520		1/31/10		29,700
		2,618	(2)		0.1			44.520		1/31/10		19,200
		3,952	(2)		0.1			44.520		2/16/11		29,000
		10,597	(2)		0.2			44.520		2/16/11		77,900
		8,686	(2)		0.2			44.520		1/4/09		63,800
		34,458	(2)		0.7			44.520		2/22/12		253,300


					Number of Shares Underlying				Value of Unexercised,
					Unexercised Options at				In-the-Money Options at
	Shares				Fiscal Year-End (#)				Fiscal Year-End($)(1)
	Acquired on		Value
Name	Exercise(#)		Realized($)		Exercisable		Unexercisable		Exercisable		Unexercisable

J. M. Jenness		48,026	$	850,899		113,154		383,100	$	935,715	$	0
C. M. Gutierrez(2)		2,228,552		16,978,843		-0-		-0-		-0-		-0-
A. D. D. Mackay		346,568		5,509,723		800,808		282,000		2,481,482		562,645
A. F. Harris		301,124		3,113,224		576,565		111,900		492,230		236,225
J. W. Montie		135,300		1,444,044		217,912		161,000		280,748		236,225
J. A. Bryant		144,300		1,822,562		323,860		157,750		999,452		269,511


					Estimated Future Payouts
			Performance or		Under Non-Stock Price-Based Plans
	Number of Shares,		Other Period
	Units or Maximum		Until Maturation		Threshold		Target		Maximum
Name	Other Rights(#)(1)		or Payout($)(2)		($)(3)		($)		($)

J. M. Jenness		50,400		3 years		0	$	2,185,344	$	4,370,688
C. M. Gutierrez		-0-		—		—		—		—
A. D. D. Mackay		19,900		3 years		0		862,864		1,725,728
A. F. Harris		7,500		3 years		0		325,200		650,400
J. W. Montie		13,800		3 years		0		598,368		1,196,736
J. A. Bryant		12,400		3 years		0		537,664		1,075,328


	Years of Service

Remuneration	10		15		25		35		45

$ 300,000	$	43,615	$	65,423	$	109,038	$	152,653	$	197,653
$ 500,000	$	73,615	$	110,423	$	184,038	$	257,653	$	332,653
$ 750,000	$	111,115	$	166,673	$	277,788	$	388,903	$	501,403
$1,000,000	$	148,615	$	222,293	$	371,538	$	520,153	$	670,153
$1,500,000	$	223,615	$	335,423	$	559,038	$	782,653	$	1,007,653
$2,000,000	$	298,615	$	447,923	$	746,538	$	1,045,153	$	1,345,153
$3,000,000	$	448,542	$	672,813	$	1,121,335	$	1,569,897	$	2,019,897
$4,000,000	$	598,542	$	897,813	$	1,496,355	$	2,094,897	$	2,694,897


		increased value for Share Owners. These shared values are being passionate about our business, brands, and food; having the humility and hunger to learn; striving for simplicity; acting with integrity and respect; being accountable; and loving success.

	•	~~Compensation should be competitive with comparable organizations and should reward performance and contribution to the Company’s objectives.~~

	•	As employees assume greater responsibilities, a larger proportion of their total compensation will be “at-risk” incentive compensation (both annual and long-term), subject to individual, business unit, and corporate performance measures.

	•	~~Consistent performance is expected against defined targets and measures.~~

	•	~~Equity-based incentives are an effective method of aligning the interests of employees and Share Owners and encouraging employees to think and act like owners.~~



	Cumulative Total Return

	12/00	12/01	12/02	12/03	1/05	12/05

KELLOGG COMPANY	100.00	118.77	139.86	158.33	191.59	189.82

S & P 500	100.00	88.12	68.64	88.33	95.56	102.75

S & P PACKAGED FOODS & MEATS	100.00	102.01	104.92	113.49	136.56	124.54


ONE KELLOGG SQUARE POST OFFICE BOX 3599 BATTLE CREEK, MI 49016-3599		VOTE BY ~~PHONE — 1-800-690-6903~~ INTERNET -www.proxyvote.com
		Use ~~any touch-tone telephone~~the Internet to transmit your voting instructions ~~up until 11:59 p.m. Eastern Time on April 20, 2006. Have the proxy card in hand when you call~~ and ~~then follow the instructions.~~

	~~VOTE BY INTERNET — www.proxyvote.com~~ ~~Use the internet to transmit your voting instructions~~ for electronic delivery of information up until 11:59 ~~p.m.~~P.M. Eastern Time on April ~~20, 2006.~~30, 2007 . Have ~~the~~your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

	ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS
	If you would like to reduce the costs incurred by Kellogg Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

		VOTE BY PHONE - 1-800-690-6903
		Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 26, 2007 . Have your proxy card in hand when you call and then follow the instructions.

		VOTE BY MAIL —
		Mark, sign and date ~~the~~your proxy card and return it in the postage-paid envelope we have provided or return it to Kellogg Company, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	KELOG1	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY

Date						Signature (Joint Owners)
~~4. Prepare Sustainability Report~~		~~For~~ ~~[ ]~~		~~Against~~ ~~[ ]~~		~~Abstain~~ ~~[ ]~~Date

Pension Plan

Non-Qualified Plans

Reason for Plan

Provide eligible employees with a competitive level of retirement benefits based on pay and years of service.

Provide eligible executives with a competitive level of retirement benefits, based on the formula used in the Salaried Pension Plan, by “restoring” the benefits limited by the Internal Revenue Code.

Eligibility

Salaried employees, including the CEO, CFO and other NEOs, and certain hourly and union employees.

Executives impacted under the Internal Revenue Code by statutory limits on the level of compensation and benefits that can be considered in determining Kellogg-provided retirement benefits.

Payment Form

Monthly annuity.

Monthly annuity or lump sum at the choice of the executive.