KELLOGG CO
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102_q32004-kellogg.txt
<TEXT>
                                                                 Exhibit 10.2
                                    Amendment

         This Amendment (the "Amendment") is made and entered into as of July
16, 2004 by and between Kellogg Company, a Delaware corporation ("Kellogg",
together with its subsidiaries, divisions, affiliates and successors, the
"Company"), and Alan Harris ("Employee").

         WHEREAS, Kellogg has entered into an agreement with Employee dated
September 22, 2003 (the "Original Agreement"); and

         WHEREAS, Kellogg and Employee desire to amend the Original Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

1.       Paragraph 1 of the Original Agreement is deleted in its entirety and
         replaced with the following:

         1.   Title and Employment Duties. Employee shall serve as the Company's
              Executive Vice President, Chief Marketing and Customer Officer and
              perform the duties commensurate with such position.

         2.   Paragraph 4(d), 4(e) and 4(f) of the Original Agreement are
              deleted in their entirety and replaced with the following:

              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's employment is terminated (i) prior to December 31, 2005
              by Employee with Good Reason, or (ii) after December 31, 2005 for
              any reason other than for "Cause," Employee shall be entitled to
              (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 otherwise 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.

          3.  Paragraph 5(a) (ii) (A) of the Original Agreement is deleted in
              its entirety and replaced with the following:

              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, meat
                   substitutes, or any other products which the Company
                   manufactures, distributes, sells or markets (or
                   intends to manufacture, distribute, sell or market)
                   at the time of Employee's departure from the Company.

         4.   Paragraph 5(c) of the Original Agreement is deleted in its
              entirety and replaced with the following:

              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 the members of the Executive Management
              Committee at the time of Employee's departure from the Company and
              for that period of time such individuals are employees of the
              Company.

         5.   Conflict;  Entire Agreement; Amendment. Except as expressly
              modified  herein, the Original Agreement remains unmodified  in
              full force and effect. In the event of any conflict or
              inconsistency between the terms of the Original Agreement and
              this Amendment, this Amendment shall control. Employee agrees that
              the Original Agreement (as amended by this Amendment) and the
              Change of Control Agreement  constitute the entire agreement
              between Employee and the Company, and that the Original Agreement
              (as amended by this Amendment) 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 the Original
              Agreement (as amended by this Amendment) may not be modified
              except by written document, signed by Employee and the General
              Counsel the Company.

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

EMPLOYEE                                          KELLOGG COMPANY


By: /s/ Alan Harris                               By:  /s/ Carlos M. Gutierrez
    ---------------                                    -----------------------


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</DOCUMENT>
