POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the W. K. KELLOGG
FOUNDATION, a Michigan nonprofit corporation ("Foundation"), hereby constitutes and
appoints each of KEVIN J. BANNON, RICHARD A. RAFFETTO, CLAUDIA D. WARD,
ANN DALY JOCELYN and GLENN V. GRILLO, in their capacity as officers of The Bank of
New York, as its true and lawful attorneys-in-fact to:
(1)	execute for and on behalf of the Foundation any reports, including reports on
Forms 3, 4 and 5, required to be filed by the Foundation under Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
rules thereunder ("Section 16 Reports");
(2)	do and perform any and all acts for and on behalf of the Foundation which may be
necessary or desirable to complete the execution of any such Section 16 Reports
referred to above and the timely filing of such Section 16 Reports with the United
States Securities and Exchange Commission ("SEC") and any other authority; and
(3)	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the Foundation, it being understood that the
documents executed by such attorney-in-fact on behalf of the Foundation pursuant
to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her discretion.
The powers granted above may be exercised by any one of such attorneys-in-fact
acting alone.
The Foundation grants to each such attorney-in-fact full power and authority to do
and perform each and every act and thing whatsoever requisite, necessary and proper to be done
in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes
as such attorney-in-fact might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The Foundation acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the Foundation, are not assuming any of the
Foundation's responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall be effective on the date set forth below and shall
continue in full force and effect as long as the Foundation shall be required to file Section 16
Reports or until such earlier date on which written notification executed by the Foundation is
filed with the SEC or delivered to the attorneys-in-fact named above expressly revoking this
Power of Attorney.
By this instrument, the Foundation revokes the Power of Attorney executed on
June 11, 2003.  Such revocation shall be effective upon filing this instrument with the SEC.
IN WITNESS WHEREOF, the Foundation has caused this instrument to be
executed by GREGORY A. LYMAN, its Senior Vice President and Corporate Secretary, on this
26th day of November, 2003.

					W. K. KELLOGG FOUNDATION


					By: /s/ Gregory A. Lyman___________
					Gregory A. Lyman, Sr. Vice President and
					Corporate Secretary

ATTEST:


/s/ Mary Carole Cotter_______
Mary Carole Cotter, Assistant
Corporate Secretary




STATE OF MICHIGAN	)
				)
COUNTY OF CALHOUN	)
I, Rochelle L. Hopkins, a Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY that Gregory A. Lyman and Mary Carole Cotter, personally known to me to
be the same persons whose names are subscribed to the foregoing instrument, appeared before
me this day in person and acknowledged that such persons signed, sealed and delivered said
instrument as their free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this 26th day of November, 2003.


/s/ Rochelle L. Hopkins_______
Notary Public
My Commission Expires: January 3, 2005




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