Employment Agreement

         This Employment Agreement (the "Agreement"), is made and entered into
as of September 22, 2003 by and between Kellogg Company, a Delaware corporation
(the "Company"), and Alan Harris ("Employee").

         WHEREAS, the Company has entered into a previous agreement with
Employee by letter dated July 26, 2000 (the "Letter Agreement") setting out
terms and benefits in the event of the termination of Employee's employment;

         WHEREAS, the Company and Employee desire by this Agreement to terminate
the Letter Agreement and set forth the terms of certain benefit arrangements
with Employee;

         NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, agree as follows:

1.   Title and Employment Duties. Employee shall be an Executive Vice President
     of the Company. Employee also shall serve in one or both of the following
     positions at the discretion of the Company's Chief Operating Officer
     ("COO"): (i) the President of Kellogg International, and (ii) Chief
     Marketing and Customer Officer - as such duties and responsibilities have
     been discussed by the Employee and the COO.

2.   Compensation. Employee shall be paid a base salary at the rate of
     $560,500.00 per year during the term of this Agreement, payable in
     accordance with the Company's customary policies. Such salary shall be
     subject to periodic review and increase in accordance with standard salary
     review procedures of the Company. Employee shall also be entitled to
     participate in such employee health, welfare and other benefit plans
     including, but not limited to, the Annual Incentive Plan and the Executive
     Performance Plan ("EPP"), as are made available generally to executives of
     Employee's level, subject to the Company's right to amend, modify or
     terminate any such plan in accordance with its terms.

3.   Pension Credit. Employee will be granted a total of six years of pension
     service credit (i.e., approximately 2.5 years of actual service plus 3.5
     years of additional service) if he works through December 31, 2005. For
     avoidance of doubt, for each additional full year of service performed
     after December 31, 2005, Employee will be entitled to one year of pension
     service credit. Accordingly, if (i) Employee is employed hereunder through
     December 31, 2005, and (ii) Employee's employment is terminated before he
     reaches the age of 55, upon reaching the age of 55, Employee shall be
     entitled to a pension calculated using 25 years (plus any additional years
     earned pursuant to the preceding sentence) of service credit and deeming
     Employee to have achieved the age of 55 at the time he left the Company's
     employment.

4.   Termination.

     a.   If Employee's employment is terminated by reason of Employee's death
          or disability, Employee or Employee's estate shall be entitled to
          receive benefits provided for under the Company's general policy for
          such events and, if such termination occurs after December 31, 2005,
          the benefits specified in paragraph 3 hereof.

     b.   The Company may terminate Employee's employment under this Agreement
          for "Cause." Termination for "Cause" means termination by the Company
          because of (i) theft, embezzlement, or fraud by Employee pursuant to
          which the Company has suffered a loss, or conspiracy by Employee to
          commit any of the foregoing, (ii) incapacity on the job by reason of
          Employee's abuse of alcohol or drugs, (iii) commission by Employee of
          a crime involving moral turpitude, or an act of dishonesty by Employee
          in connection with the performance of Employee's duties hereunder,
          (iv) a willful and knowing violation by Employee of any law or
          regulation respecting the business of the Company, (v) a breach of any
          fiduciary duty owed by Employee to the Company in any material
          respect, (vi) breach by Employee of any of the provisions of this
          Agreement in any material respect, or (vii) failure of Employee to
          perform his duties in any material respect as required under this
          Agreement; provided, however, that in the case of clauses (vi) and
          (vii) hereof, if such breach or failure is capable of being cured
          within thirty (30) days, the Company must provide written notice of
          such breach or failure within thirty (30) days of its discovery
          thereof, and Employee must have thirty (30) days from such written
          notice to cure such breach or failure. Upon termination of this
          Agreement pursuant to this paragraph 4.b., Employee shall be entitled
          to receive any salary earned and not paid up to the date of
          termination, which shall be subject to set-off to the maximum extent
          permitted by law if the Company has encountered a loss by reason of
          the action permitting the Company to terminate Employee for Cause,
          and, notwithstanding any other paragraph herein, Employee shall not be
          entitled to any further compensation. For avoidance of doubt, if
          Employee's employment is terminated pursuant to this paragraph 4.b.,
          Employee shall forfeit any benefits described in paragraph 3 of this
          Agreement.

     c.   The Company may at any time terminate Employee's employment without
          Cause, provided that the Company shall provide Employee with (i)
          severance benefits as provided by the Kellogg Company Severance
          Benefit Plan, as amended from time to time (the "Severance Plan"),
          provided that Employee is eligible for receipt of such benefits as
          provided for by the Severance Plan (e.g., Employee has delivered a
          full release of the Company), and (ii) pension credit as provided in
          paragraph 3 hereof as though Employee had worked through December 31,
          2005.

     d.   Employee may at any time terminate Employee's employment for "Good
          Reason." Termination for "Good Reason" means termination by Employee
          because of (i) a reduction in Employee's base salary or target bonus
          percentage (i.e., 75%) under the Annual Incentive Plan, as in effect
          from time to time or failure to be included as a participant in the
          2004 or 2005 EPP, provided such plan(s) exist, (ii) the Company's
          failure to provide any fringe benefit plan or substantially similar
          benefit or compensation plan which has been made generally available
          to other management employees of the Company; provided, however, that
          nothing in this clause shall be construed to constrain the Company
          from amending or eliminating any benefit or compensation plan; (iii) a
          breach by the Company of its obligations to Employee under this
          Agreement in any material respect, or (iv) a material reduction in
          Employee's responsibilities or duties as in effect immediately prior
          to such change, provided however, that in the case of each of clauses
          (i) through (iv) hereof, Employee must provide written notice of any
          such alleged action of the Company within thirty (30) days of the date
          Employee knew of such action and the Company shall have thirty (30)
          days from such written notice to cure such action. If Employee
          terminates his employment for Good Reason prior to January 1, 2005, he
          shall be entitled to (i) severance benefits as provided by the
          Severance Plan, provided that Employee is eligible for receipt of such
          benefits as provided for by the Severance Plan (e.g., Employee has
          delivered a full release of the Company), and (ii) pension credit as
          provided in paragraph 3 hereof as though Employee had worked through
          December 31, 2005.

     e.   If Employee terminates his employment for Good Reason after January 1,
          2005, he (i) shall be entitled to pension credit as provided in
          paragraph 3 hereof as though he had worked through December 31, 2005,
          but (ii) shall not be entitled to any benefits under the Severance
          Plan under this Agreement and shall be treated for all purposes (other
          than as provided by the immediately preceding clause (i)) as though he
          had terminated his employment voluntarily without Good Reason.

     f.   Employee may at any time terminate his employment without Good Reason,
          in which case he shall be entitled to receive (i) such benefits as the
          Company makes generally available to employees who have voluntarily
          terminated their employment and (ii) if such termination occurs after
          December 31, 2005, the benefits specified in paragraph 3 hereof.

          Notwithstanding the foregoing, if during the period commencing
          December 1, 2003 and ending April 30, 2004, the Chief Operating
          Officer receives written notice from Employee of his desire to
          terminate his employment without Good Reason, (i) Employee shall
          continue to fulfill his duties through, and Employee's employment
          shall terminate on, the earlier of (x) September 30, 2004 or (y) the
          date Employee obtains alternative employment (for purposes of this
          paragraph 4(f), the "Termination Date"); (ii) Employee shall not have
          the right to terminate Employee's employment for "Good Reason"; and
          (iii) provided Employee is not terminated by the Company for Cause
          prior to the Termination Date, Employee shall be entitled to receive
          the following: (i) salary and continued participation in employee
          health, welfare and other benefit plans through September 30, 2004;
          (ii) a target bonus under the 2004 Annual Incentive Plan prorated
          through September 30, 2004, payable at the time executives of the
          Company receive 2004 bonus payments; and (iii) commencing October 1,
          2004, severance benefits as provided by the Severance Plan, provided
          that Employee is eligible for receipt of such benefits provided for by
          the Severance Plan (e.g., Employee has delivered a full release of the
          Company); provided, however, Employee shall not be entitled to the
          pension credit described in paragraph 3 hereof.

     g.   Notwithstanding any other provision in this Agreement, if (i)
          Employee's employment is terminated prior to December 31, 2005, and
          (ii) at the time of such termination, Employee qualifies for benefits
          under Section 5 of the Employment Agreement between Employee and the
          Company dated July 26, 2000 (the "Change of Control Agreement"), then
          (i) Employee shall vest in the benefits described in paragraph 3 on
          December 31, 2005, (ii) this Agreement shall otherwise be deemed null,
          void and of no further force or effect, and (iii) Employee shall be
          entitled to receive the benefits set forth under the Change of Control
          Agreement; provided, however, the lump sum payment in Section 5(1)(C)
          of the Change of Control Agreement shall be reduced as set forth
          below. The time period used to calculate the lump sum payment shall be
          changed from (i) "three years after the Date of Termination," to (ii)
          "three years after the Date of Termination minus the time period
          between the Date of Termination and December 31, 2005." For example,
          if Employee's employment is terminated on December 31, 2004, and
          Employee is entitled to benefits under Section 5 of the Change of
          Control Agreement, (i) Employee would be credited with 6 years of
          service on December 31, 2005, and (ii) under Section 5(1)(C) of the
          Change of Control Agreement, Employee would receive a lump sum amount
          equal to the actuarial equivalent of the benefit that he would have
          received for 2 years (as opposed to three years) of additional
          participation under the Company's relevant retirement plans.

5.   Covenants and Release.

     a.   Non-compete. (i) For a period of two years beginning with the date
          Employee's employment with the Company ends (the "Restricted Period"),
          Employee shall not:

          A.   directly or indirectly, accept any employment, consult for or
               with, or otherwise provide or perform any services of any nature
               to, for or on behalf of any person, firm, partnership,
               corporation or other business or entity that manufactures,
               produces, distributes, sells or markets any of the Products (as
               hereinafter defined) in the Geographic Area (as hereinafter
               defined), including, but not limited to, General Mills
               (including, but not limited to, Pillsbury), Kraft (including, but
               not limited to, Post and Nabisco), PepsiCo (including, but not
               limited to, Quaker and Frito Lay), Malto Meal, Ralcorp, Nestle,
               Parmalat, Campbell's, Danone and/or any other company that
               operates a cereal, cookie or cracker business.

          B.   directly or indirectly, permit any business, entity or
               organization which Employee, individually or jointly with others,
               owns, manages, operates, or controls, to engage in the
               manufacture, production, distribution, sale or marketing of any
               of the Products in the Geographic Area.

               (ii) For purposes of this Paragraph 5(a).

                    A.   the term "Products" shall mean ready-to-eat cereal
                         products, toaster pastries, cereal bars, granola bars,
                         frozen waffles, crispy marshmallow squares, cookies,
                         crackers, ice cream cones, any other grain-based
                         convenience food, fruit snacks, or meat substitutes;

                    B.   the term "Geographic Area" shall mean any country in
                         the world where the Company manufactures, produces,
                         distributes, sells or markets any of the Products at
                         any time during the applicable Restricted Period; and

     b.   Non-solicitation. Employee agrees that during his employment and
          thereafter for a period of two years beginning with the date his
          employment with the Company ends, Employee shall not, without the
          prior written consent of the General Counsel of the Company, directly
          or indirectly employ, or solicit the employment of (whether as an
          employee, officer, director, agent, consultant or independent
          contractor) any person who is or was at any time during the previous
          year an officer, director, representative, agent or employee of the
          Company.

     c.   Non-Disparagement. Employee agrees not to engage in any form of
          conduct or make any statements or representations that disparage,
          portray in a negative light, or otherwise impair the reputation,
          goodwill or commercial interests of the Company, or its past, present
          and future subsidiaries, divisions, affiliates, successors, or their
          officers, directors, attorneys, agents and employees. Certain Company
          Executives (as defined herein) agree not to engage in any form of
          conduct or make any statements or representations that disparage,
          portray in a negative light, or otherwise impair the reputation of
          Employee. For purposes of this Paragraph, "Certain Company Executives"
          means Carlos Guiterrez, David MacKay, Gary Pilnick, John Bryant,
          Celeste Clark, King Pouw, and Larry Pilon for that period of time such
          individuals are employees of the Company.

     d.   Preservation of Company Confidential Information. Employee agrees that
          he shall not (without first obtaining the prior written consent in
          each instance from the Company) during the term of this Agreement or
          thereafter, disclose, make commercial or other use of, give or sell to
          any person, firm or corporation, any information received directly or
          indirectly from the Company or acquired or developed in the course of
          Employee's employment, including, by way of example only, ideas,
          inventions, methods, designs, formulas, systems, improvements, prices,
          discounts, business affairs, products, product specifications,
          manufacturing processes, data and know-how and technical information
          of any kind whatsoever unless such information has been publicly
          disclosed by authorized officials of the Company.

     e.   Release. In consideration of the compensation and benefits provided
          pursuant to this Agreement, the sufficiency of which is hereby
          acknowledged, Employee, for Employee and for any person who may claim
          by or through Employee, irrevocably and unconditionally releases,
          waives and forever discharges the Company and its past, present and
          future subsidiaries, divisions, affiliates, successors, and their
          respective officers, directors, attorneys, agents and employees, from
          any and all claims or causes of action that Employee had, has or may
          have, known or unknown, relating to Employee's employment with the
          Company up until the date of this Agreement, including but not limited
          to, any claims arising under Title VII of the Civil Rights Act of
          1964, as amended, Section 1981 of the Civil Rights Act of 1866, as
          amended, the Civil Rights Act of 1991, as amended, the Family and
          Medical Leave Act, the Age Discrimination in Employment Act, as
          amended by the Older Workers Benefit Protection Act of 1990, the
          Americans with Disabilities Act, the Employee Retirement Income
          Security Act; claims under any other federal, state or local statute,
          regulation or ordinance; claims for discrimination or harassment of
          any kind, breach of contract or public policy, wrongful or retaliatory
          discharge, defamation or other personal or business injury of any
          kind; and any and all other claims to any form of legal or equitable
          relief, damages, compensation or benefits (except rights Employee may
          have under the Employee Retirement Income Security Act of 1974 to
          recover any vested benefits), or for attorneys fees or costs. Employee
          additionally waives and releases any right Employee may have to
          recover in any lawsuit or proceeding against the Company brought by
          Employee, an administrative agency, or any other person on Employee's
          behalf or which includes Employee in any class.

6.   Miscellaneous.

     a.   Severability. If any provision of this Agreement is found by a court
          of competent jurisdiction to be unenforceable, in whole or in part,
          then that provision will be eliminated, modified or restricted in
          whatever manner is necessary to make the remaining provisions
          enforceable to the maximum extent allowable by law.

     b.   Controlling Law and Venue. Employee agrees that the laws of the State
          of Michigan shall govern this Agreement. Employee also agrees that any
          controversy, claim or dispute between the parties, directly or
          indirectly, concerning this Agreement or the breach of thereof shall
          only be resolved in the Circuit Court of Calhoun County, or the United
          States District Court for the Western District of Michigan, whichever
          court has jurisdiction over the subject matter thereof, and the
          parties hereby submit to the jurisdiction of said courts.

     c.   Entire Agreement; Amendment. Employee agrees that this Agreement and
          the Change of Control Agreement constitute the entire agreement
          between Employee and the Company, and that this Agreement, and the
          Change of Control Agreement supersede any and all prior and/or
          contemporaneous written and/or oral agreements relating to Employee's
          employment with the Company and termination therefrom. Employee
          acknowledges that this Agreement may not be modified except by written
          document, signed by Employee and the General Counsel the Company.

     d.   Employment Relationship. Employee acknowledges and agrees that his
          employment with the Company described in this letter is an at-will
          employment relationship, and that only the General Counsel of the
          Company may modify this provision, and any modification must be in
          writing signed by both parties.

     e.   Taxes. Usual and customary withholding for tax purposes will be
          withheld from any payments made to Employee pursuant to this
          Agreement, to the extent required by law. All tax liability with
          respect to any and all payments or services received by Employee under
          this Agreement (other than employer withholding and employer payroll
          taxes) will be Employee's responsibility.

     f.   Counterparts. This Agreement may be executed simultaneously in one or
          more counterparts, any one of which need not contain the signatures of
          more than one party, but all such counterparts taken together shall
          constitute one and the same Agreement.

     IN WITNESS WHEREOF, the parties have executed and agreed to this Employment
Agreement on the dates provided below.

EMPLOYEE                            KELLOGG COMPANY

/s/ Alan Harris                             /s/ Carlos M. Gutierrez
__________________________          By:  ___________________________

Date: 9/22/03                       Date: 9/22/03

Source: OneCLE Business Contracts.