8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 17, 2006

Kellogg Company

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-4171
(Commission File Number) 38-0710690
(IRS Employer Identification Number)

One Kellogg Square
Battle Creek, Michigan 49016-3599
(Address of Principal Executive Offices, Including Zip Code)

269-961-2000
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

          o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

          o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

          o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

          o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

2006-2008 Executive Performance Plan

Item 1.01. Entry into a Material Definitive Agreement

     The Compensation Committee and the Board of Directors of Kellogg Company (the “Company”), made compensation determinations with respect to the Company’s executive officers, adopted the 2006-2008 Executive Performance Plan and amended awards under the 2003-2005 Executive Performance Plan to allow earned Units to be paid in cash in certain circumstances, all as set forth below.

     Base Salaries; Target Bonuses. Effective April 2, 2006, the Compensation Committee (and the independent members of the Board of Directors or the Board of Directors, as applicable) approved the following base salaries for the executive officers who will be the “named executive officers” for purposes of the Company’s proxy statement for the 2006 annual meeting of shareholders: Mr. Jenness, $1,123,500; Mr. Mackay, $907,000; Mr. Harris, $605,000; Mr. Bryant, $570,000; and Mr. Montie, $605,000. In addition, the Compensation Committee (and the independent members of the Board of Directors or the Board of Directors, as applicable) approved new 2006 target bonus percentages of 130% for Mr. Jenness (up from 120%), 105% for Mr. Mackay (up from 95%) and 85% for Mr. Montie (up from 75%), which are in line with the peer group median.

     2006-2008 Executive Performance Plan. The Compensation Committee of the Board (and the independent members of the Board of Directors or the Board of Directors, as applicable) adopted the 2006-2008 Executive Performance Plan (“2006-2008 EPP”) under which certain senior executives and employees would be eligible to receive a portion of their long-term incentives in the form of performance shares based on the achievement of multi-year internal net sales growth targets. Awards are paid in shares, except for amounts withheld by the Company for minimum statutory withholding requirements. A copy of the 2006-2008 EPP is attached as Exhibit 10.1 and is incorporated in its entirety into this Item.

     2003-2005 Executive Performance Plan. The Compensation Committee of the Board amended the awards granted under the 2003-2005 Executive Performance Plan to allow participants to elect to receive cash in payment of Units earned, rather than solely shares of the Company’s common stock, only to the extent they have fully met their Share Ownership Guideline.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1. 2006-2008 Executive Performance Plan.

-2-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Kellogg Company (Registrant)
Date: February 22, 2006	By:	/s/	Jeffrey M. Boromisa
		Name:	Jeffrey M. Boromisa
		Title:	Senior Vice President and Chief Financial Officer

-3-

EXHIBIT INDEX

Exhibit 10.1. 2006-2008 Executive Performance Plan.

-4-

EX-10.1

EXHIBIT 10.1

2006 — 2008
Executive Performance Plan
Plan Summary

Awards: The Performance Shares will be earned on the Vesting Date (as defined below) only to the extent that the Internal Net Sales Growth goal threshold described in a letter to you (the “Letter”) for the Performance Period is exceeded, with any unearned Performance Shares being forfeited without notice on the Vesting Date. Internal Net Sales Growth is defined as the Compound Annual Growth Rate (CAGR) in Net Sales as calculated by the Company over the Performance Period after adjustments for foreign currency exchange but excluding any individual acquisitions and divestitures over US $30 million (or the equivalent in other currencies).

Performance Period: The Company’s 2006-2008 fiscal years.

Vesting: Performance Shares are earned and vest on the third anniversary of the grant date (the “Vesting Date”). Employees who die, are Disabled or Retire (as defined in the 2003 Long-Term Incentive Plan (the “Plan”)) prior to the Vesting Date will continue to vest and will be eligible for a full un-prorated award upon vesting. Recipients will forfeit, without further notice and effective as of their date of termination any unvested Performance Shares if their employment terminates prior to the Vesting Date for any reason other than death, Disability or Retirement.

Change of Control: Notwithstanding the above, in the event of a Change of Control (as defined in the Plan), all Performance Shares will be considered fully earned and will be payable at target promptly as practicable following the Change of Control. The Compensation Committee may adjust the Performance Shares earned to the extent the actual Internal Net Sales Growth to that date exceeds the target specified in your Letter, but in no case will the Performance Shares earned be less than the target.

Dividends: Dividends are not paid on Performance Shares. After the Performance Shares are vested and shares of the Company’s Common Stock are deposited in a Wells Fargo account for the participant (net of taxes) soon after the Vesting Date, dividends will be paid prospectively on all shares of the Company’s common stock if and when declared by the Board of Directors.

Voting: Performance Shares are not entitled to any voting rights. After the Performance Shares are vested and shares of the Company’s common stock are deposited in a Wells Fargo account for the participant (net of taxes) soon after the Vesting Date, the participant will be entitled to voting rights on the shares of the Company’s common stock.

Taxes: Taxes will be due when the Performance Shares vest based on the Fair Market Value (as defined in the Plan) of the shares on the Vesting Date. In the year of vesting, taxes will be reported on the appropriate tax reporting forms (W2 in the U.S., T4 in Canada). Employees will be deemed to have elected to pay the taxes owed by allowing the Company to withhold shares on the Vesting Date (and delivering to the participant the net shares of the Company’s common stock) at the statutory minimum. Taxes include Federal taxes, social insurance or FICA taxes, and state and local taxes, if applicable.

Administration: Soon after the Vesting Date, the number of net shares of the Company’s common stock earned will be deposited into a Wells Fargo account. After the shares of common stock are deposited following the Vesting Date, participants can contact Wells Fargo at 1-877-910-5385 for customer service.

1

Communication: Target awards will be communicated to participants during the salary planning communication in late February and early March, when other pay decisions such as merit increase, bonus and stock option award are communicated. A plan summary is included with this communication. Participants will receive confirmation of the actual number of Performance Shares earned during the first quarter of the 2009 calendar year.

Registration: Upon the depositing of the shares in the Wells Fargo account, shares of the Company’s common stock will be registered in the employee’s name. Employees can change the registration of the shares by calling Wells Fargo.

Disposition at Vesting: After the shares of the Company’s common stock are deposited, participants can leave the shares with Wells Fargo, ask Wells Fargo to sell the shares, have a certificate issued to the participant or have the shares electronically transferred to another broker. A.

Benefits: Income from the 2006-2008 Executive Performance Plan will not be included in earnings for the purposes of determining benefits, including pension, S&I, disability, life insurance and other survivor benefits.

Insiders: After the Performance Shares vest and the net shares of common stock are deposited, insiders cannot dispose of the shares of common stock without prior approval of the Legal Department.

Other Plan Provisions: The 2006-2008 Executive Performance Plan was adopted under the Plan and is subject to all the provisions of the Plan, including those related to the ability of the Board of Directors to amend the Plan, the Executive Performance Plan or any awards thereunder. Nothing in this summary or the 2006-2008 Executive Performance Plan or the Plan shall confer upon the participant any right of continued employment.

This plan summary is subject to the actual plan document and any additional terms and conditions as determined by the Compensation Committee of the Board of Directors.

2