8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 18, 2008

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 No.)

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)

Not Applicable
(Former name or former address, if changed since last report)

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:

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

EX-10.1

EX-10.2

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) The Compensation Committee and the Board of Directors of Kellogg Company (the “Company”) reduced the amount of severance payments which the Company’s named executive officers (“NEOs”) would receive if they are terminated following a change in control. Under these circumstances, each NEO would now receive two times base salary and annual incentive award (and two years of related benefits such as healthcare). Previously, the NEOs would have received three times base and annual bonus (and three years of related benefits). In addition, technical changes were made to the plan consistent with the regulations issued by the Internal Revenue Service with respect to Section 409A of the Internal Revenue Code. The form of amendment to effect these changes is filed as Exhibit 10.1 hereto, and the description contained herein is qualified in its entirety by reference to the terms of the amendment.

In addition, John Bryant, the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer, agreed to reduce certain benefits he would have received in the event of his termination from the Company. Mr. Bryant’s retention agreement provided that if he were terminated by the Company without cause or were to leave the Company for good reason prior to his retirement date, he would receive pension benefits under these plans as if he had reached his earliest retirement age. In order to make benefits more consistent among the NEOs, Mr. Bryant agreed to give up this benefit. The form of amendment to effect this change is filed as Exhibit 10.2 hereto, and the description contained herein is qualified in its entirety by reference to the terms of the amendment.

Finally, in order to enhance the retention and continuity of the senior operating team that was announced earlier in the year, restricted shares were granted under the Kellogg Company 2003 Long Term Incentive Plan to John Bryant (35,000 shares), Brad Davidson (25,000 shares), and Paul Norman (15,000 shares). These restricted shares vest after three years. The form of restricted stock grant award, which includes non-compete, non-solicitation, release of claims and other restrictive covenants, is filed as Exhibit 10.3 hereto, and the description contained herein is qualified in its entirety by reference to the terms of the agreement.

Item 9.01. Financial Statements and Exhibits

Exhibit 10.1.	Form of Amendment to Form of Agreement between the Company and certain executives. The Form of Agreement was previously filed as Exhibit 10.05 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
Exhibit 10.2	Amendment to Letter Agreement between the Company and John Bryant, dated December 18, 2008. The Letter Agreement was previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 23, 2007.
Exhibit 10.3	Form of Restricted Stock Grant Award under 2003 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal period ended September 25, 2004.

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
	/s/ Gary H. Pilnick
Date: December 22, 2008	Name:	Gary H. Pilnick
	Title:	Senior Vice President, General Counsel, Corporate Development and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 10.1.	Form of Amendment to Form of Agreement between the Company and certain executives. The Form of Agreement was previously filed as Exhibit 10.05 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
Exhibit 10.2.	Amendment to Letter Agreement between the Company and John Bryant, dated December 18, 2008. The Letter Agreement was previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 23, 2007.
Exhibit 10.3	Form of Restricted Stock Grant Award under 2003 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal period ended September 25, 2004.

EX-10.1

Exhibit 10.1

AMENDMENT
TO
EMPLOYMENT AGREEMENT

     WHEREAS, Kellogg Company, a Delaware corporation (the “Company”), and                      (the “Employee”) previously entered into an employment agreement relating to Change in Control dated                      (the “Agreement”);

     WHEREAS, the Company and Employee now deem it desirable to amend the Agreement to make changes required under Section 409A of the Internal Revenue Code and to reduce the level of benefits payable thereunder;

     NOW, THEREFORE, the parties hereby agree that the Agreement shall be amended, effective as of the date of this Amendment, as follows:

     1. By adding the following paragraph to the end of Section 5(a)(1) of the Agreement:

     “The Company and Employee intend payment of the amounts specified in this Section 5(a)(1) to satisfy the short term deferral exception under Section 409A of the Internal Revenue Code of 1986. If for any reason it is determined that any payments under this Agreement are subject to Code Section 409A, then notwithstanding any provision of the Agreement to the contrary, and solely to the extent required by Code Section 409A, payment shall be delayed until the date which is 6 months after the Employee’s severance from employment with the Company.”

     2. Section 5(a)(1)(B) of the Agreement is hereby amended by deleting the phrase “(i) three and” and substituting the phrase “(i) two and”.

     3. Sections 5(a)(1)(C), 5(a)(2) and 5(a)(3) of the Agreement are hereby amended by deleting the phrase “three years” each place it appears in such sections and substituting the phrase “two years”; and by deleting the phrase “third anniversary” where it appears in Section 5(a)(3) and substituting the phrase “second anniversary”.

     4. Section 5(a)(4) of the Agreement is hereby amended by deleting such section in its entirety and substituting the following new Section 5(a)(4).

     “(4) the Company shall, at its sole expense as incurred, provide the Employee with outplacement services the scope and provider of which shall be selected by the Employee in the Employee’s sole discretion; provided, however, such outplacement services shall not be provided later than the last day of the second taxable year following the taxable year in which the Employee’s Date of Termination occurs; and”

     5. By adding the following sentence to the end of Section 8(b) of the Agreement:

“All actions required by this Section 8(b) shall be taken such that any amounts owed by the Company shall be paid as soon as practicable and in any event no later than the end of the Participant’s taxable year next following the Participant’s taxable year in which the Employee remits the related taxes.”

6. Except as expressly modified by this Amendment, the Agreement shall remain in full force once effective. In the event of any conflict between the terms of this Amendment and the Agreement, this Amendment shall control.

     IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has caused this Amendment to be executed in its name and on its behalf, as of the effective date set forth above.

EMPLOYEE

KELLOGG COMPANY

By

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EX-10.2

Exhibit 10.2

AMENDMENT
TO
EMPLOYMENT AGREEMENT

     WHEREAS, Kellogg Company, a Delaware corporation (the “Company”), and John A. Bryant (the “Employee”) previously entered into a retention agreement dated July 23, 2007 (the “Agreement”) pursuant to which Employee would receive certain pension benefits if he were terminated under certain circumstances (the “Pension Benefit”);

     WHEREAS, the Company and Employee now deem it desirable to amend the Agreement to reflect that the Pension Benefit is being eliminated;

     NOW, THEREFORE, the parties hereby agree that the Agreement shall be amended, effective as of the date of this Amendment, as follows:

     1. Sections 1(a), 1(b), 1(c), and 1(d) are hereby amended by deleting such sections in their entirety.

     2. Except as expressly modified by this Amendment. The Agreement shall remain in full force once effective. In the event of any conflict between the terms of this Amendment and the Agreement, this Amendment shall control.

     IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has caused this Amendment to be executed in its name and on its behalf, as of the effective date set forth above.

EMPLOYEE

/s/ John A. Bryant

John A. Bryant

KELLOGG COMPANY

By  /s/ James Jenness