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                                                                  EXHIBIT 10.01
 
                         STOCK COMPENSATION PROGRAM FOR
             NON-EMPLOYEE DIRECTORS OF KELLOGG COMPANY (AS AMENDED)
 
    This is the Stock Compensation Program for Non-Employee Directors of Kellogg
Company (the "Program").
 
1. Purpose. The purpose of the Program is to attract and retain outstanding
non-employee directors by enabling them to participate in the Company's growth
through automatic, non-discretionary awards of shares of common stock of the
Company.
 
2. Eligibility. Eligibility for participation in the Program is limited to
persons then currently serving as directors of the Company who are not
"employees" of the Company (or any of its subsidiaries) within the meaning of
the Employee Retirement Income Security Act of 1974 or for federal income tax
withholding purposes (the "Participants").
 
3. Stock Available for the Program. Shares of stock available for issuance
pursuant to the Program may be either authorized but unissued shares or shares
which have been or may be reacquired by the Company including Treasury shares of
the common stock of the Company, $0.25 par value (the "Stock"). An aggregate of
187,200 shares of the Stock shall be so available. No awards shall be made under
the Program after 1999.
 
4. Awards of Restricted Stock. Awards of 500 shares of Stock shall be made to
each Participant with at least one year of service as a member of the Board
following each Annual Meeting of Stockholders. All such Stock shall be
restricted, in that the Participants may not sell, transfer or otherwise
encumber the shares and the shares will be placed in a trust and will not be
available to a Participant until his or her service as a member of the Board of
Directors is terminated.
 
5. Rights of Participants. The Company shall establish a bookkeeping account in
the name of each Participant (the "Stock Account"). As of the date that shares
are awarded to a Participant, the Participant's Stock Account shall be adjusted
to reflect such shares and an aggregate number of shares credited to each
Participant on such date shall be transferred by the Company to the Kellogg
Company Grantor Trust for Non-Employee Directors. Except for the right to direct
the Trustee as to the manner which the shares are to be voted, a Participant
shall not have any rights with respect to any shares credited to the
Participant's Stock Account and transferred to the Trust until the date the
Participant ceases, for any reason, to serve as a director of the Company.
 
6. Changes in Capitalization or Organization. Nothing contained in this document
shall alter or diminish in any way the right and authority of the Company to
effect changes in its capital or organizational structure; provided, however,
that the following procedures shall be recognized.
 
6.1. Stock Split, Stock Dividend, or Extraordinary Distribution. In the event
the number of shares of common stock of the Company is increased at any time by
a stock split, by declaration by the Board of Directors of the Company of a
dividend payable only in shares of such stock, or by any other extraordinary
distribution of shares, the number of shares granted pursuant to Article 4 above
shall be proportionately adjusted.
 
6.2. Organizational Changes. In the event a merger, consolidation,
reorganization, or other change in corporate structure materially changes the
terms or value of the common stock of the Company, the number of shares granted
pursuant to Article 4 above shall be adjusted in such manner as the Board of
Directors in its sole discretion shall determine to be equitable and consistent
with the purposes of the Program. Such determination shall be conclusive for all
purposes with respect to the grant made in Article 4 above.
 
7. Listing, Registration, and Legal Compliance. Each award made pursuant to
Article 4 above shall be subject to the requirement that if at any time counsel
to the Company shall determine that the listing, registration or qualification
thereof or of any shares of the stock subject thereto upon any securities
exchange or under any foreign, federal or state securities or other law or
regulation, or the consent or approval of any governmental body or the taking of
any other action to comply with or otherwise with respect to any such law or
regulation, is necessary or desirable as a condition to or in connection with
such award or delivery of shares of the Stock thereunder, no such award may be
made or implemented unless such listing, registration, qualification, consent,
approval or other action shall have been effected or obtained free of any
conditions not acceptable to the Company. The holder of any such award shall
supply the Company with such certificates, representations and information as
the Company shall request and shall otherwise cooperate with the Company in
effecting or obtaining such listing, registration, qualification, consent,
approval or other action.
 
8. Obligation to Reelect. Nothing in this Program shall be deemed to create any
obligation on the part of the Board of Directors to nominate any director for
reelection by the Company's shareholders.
 
9. Termination or Amendment of the Program. The Board of Directors reserves the
right to terminate or amend the Program at any time; provided, however, that
such action shall not adversely affect the rights of any Participant under its
provisions with respect to awards of the Stock theretofore made, and provided
further that such action shall not increase the amount of authorized and
unissued shares of the Stock available for the Program as specified in Article 3
above or materially increase the benefits to Participants.
 
10. Effective Date. This Program shall become effective as of the date that it
is ratified by the stockholders and no award made hereunder shall be effective
unless the Program is so ratified.
 
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