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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 20, 2009

Kellogg Company
(Exact name of registrant as specified in its charter)

Delaware 1-4171 38-0710690

(State or other jurisdiction of incorporation) (Commission File Number) (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 (see General Instruction A.2 below):
p Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
p Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
p Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
p Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1:2009-2011 EXECUTIVE PERFORMANCE PLAN
EX-10.2: FORM OF OPTION TERMS AND CONDITIONS
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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 of the Board of Directors of Kellogg Company (the “Company”) adopted the 2009-2011 Executive
Performance Plan and made option grants to the Company’s named executive officers, each as set forth below.
2009-2011 Executive Performance Plan. The Compensation Committee of the Board approved the 2009-2011 Executive Performance Plan
(“2009-2011 EPP”) under which certain senior executives and other 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 cost savings targets. Awards are paid in shares, except
for amounts withheld by the Company for minimum statutory withholding requirements. In addition, the Compensation Committee granted
2009-2011 EPP target awards (“Awards”) of 34,500 shares for Mr. Mackay; 16,100 shares for Mr. Bryant; 8,300 shares for Mr. Davidson; 6,200
shares for Mr. Norman; and 4,100 shares for Mr. Mobsby. Participants in the 2009-2011 EPP have the opportunity to earn between 0% and
200% of their EPP target. Dividends are not paid on unvested EPP awards. The Awards are subject to approval of the Kellogg Company 2009
Long-Term Incentive Plan by the Company’s shareowners at the Company’s 2009 Annual Meeting. A copy of the 2009-2011 EPP is attached
as Exhibit 10.1 and is incorporated in its entirety into this Item.
Option Grants. The Compensation Committee of the Board approved the following grants of stock options to named executive officers of the
Company: 321,700 options for Mr. Mackay; 150,400 options for Mr. Bryant; 77,300 options for Mr. Davidson; 57,700 options for Mr. Norman;
and 38,000 options for Mr. Mobsby. The exercise price under these grants is $40.17 per share. Under the terms of the grants, the stock options
generally vest in three equal annual installments from the anniversary of the grant date. A copy of the form of option terms and conditions for
the grants is attached as Exhibit 10.2 and is incorporated in its entirety into this Item.
Base Salary. Consistent with emerging market trends for corporate governance, base salaries for each of Mr. Mackay, Mr. Bryant,
Mr. Davidson, Mr. Norman and Mr. Mobsby have been frozen for 2009 at 2008 levels.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1. 2009-2011 Executive Performance Plan.

Exhibit 10.2. Form of Option Terms and Conditions.

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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

Date: February 24, 2009 /s/ Gary H. Pilnick

Name: Gary H. Pilnick
Title: Senior Vice President, General Counsel,
Corporate Development and Secretary
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Table of Contents

EXHIBIT INDEX

10.1. 2009-2011 Executive Performance Plan.

10.2. Form of Option Terms and Conditions.

Exhibit 10.1

2009 — 2011
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 performance goal thresholds
for the Performance Period are exceeded, with any unearned Performance Shares being forfeited without notice on the Vesting Date. The
performance measure is Cost Savings over a three year period as described in the 2009-2011 Executive Performance Plan Overview (the
“Overview”).
Performance Period: The Company’s 2009-2011 fiscal years.
Vesting: Performance Shares are earned and vest on the Board meeting that occurs closest to the third anniversary of the grant date, which
Board meeting shall occur in the same calendar year as the third anniversary of the grant date, provided the Recipient remains continuously
employed from the grant through such date (the “Vesting Date”), except as otherwise provided herein. The grant of the Performance Shares
are expressly conditioned upon approval of the 2009 Long-Term Incentive Plan (the “Plan”) by the shareholders of the Company at the
Company’s next annual meeting of shareholders, or at any adjournment thereof. In the event the Plan is not so approved at such annual
meeting, all of the rights and obligations with respect to the Performance Shares shall be of no force or effect. Upon the death, Disability or
Retirement of a Participant prior to the Vesting Date, Performance Shares will continue to vest and such Participant 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 in Control: Notwithstanding the above, in the event of a Change in Control, all Performance Shares will be considered fully earned
and will be payable at target promptly as practicable following the Change in Control. The Compensation Committee may adjust the
Performance Shares earned to the extent the Cost Savings performance at that date exceeds the target specified in the Overview, 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 such 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 such shares of the Company’s Common Stock.
Taxes: Prior to the delivery of any shares of Company Common Stock in settlement of Performance Shares, the Company shall have the power
and right to deduct or withhold or
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require the Participant to remit to the Company an amount sufficient to satisfy any federal, state, local, or foreign taxes of any kind which the
Company in its sole discretion deems necessary to be withheld or remitted to comply with any applicable law, rule, or regulation. Participants
will be deemed to have elected to pay the withholding 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) having a Fair Market Value equal to the amount sufficient to
satisfy the Company’s minimum statutory withholding obligations. The Participant is responsible for paying Participant’s taxes that results
from the granting or vesting of the Performance Shares. Taxes include Federal taxes, social insurance or FICA taxes, and state and local taxes,
or any other tax, if applicable.
Administration: Soon after the Vesting Date, or the Change in Control, whichever is applicable, but in any event within the same calendar year
as the Vesting Date or the Change in Control, 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.
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 market and performance adjustment, bonus and stock option award are communicated. Participants
will receive confirmation of the actual number of Performance Shares earned during the first quarter of the 2012 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
Participant’s name. Participants 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.
Benefits: Income from the 2009-2011 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 Company Common Stock are deposited, insiders cannot dispose of the
shares of common stock without prior approval of the Legal Department.
Other Plan Provisions: The 2009-2011 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, the Overview, or the Plan shall confer upon the Participant any right of continued employment. Capitalized terms not
defined herein shall have the meaning given such term in the Plan.
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.
Issued February 2009

Exhibit 10.2

Kellogg Company
2003 Long Term Incentive Plan
OPTION TERMS AND CONDITIONS
FOR SVP EXECUTIVE OFFICERS
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1. Kellogg Company (the “Company”) awards to you and you accept an option to purchase the number of shares of the Company’s
Common Stock ($0.25 par value) (the “Common Stock”) at the option price per share on the date of award described in the Non-Qualified
Stock Option Award (the “Award Date”) and distributed to you with this Terms and Conditions document (such document, together
with the Non-qualified Stock Option Award, being the “Option”).
2. This Option is not a tandem grant nor an Incentive Stock Option under the provisions of the U.S. Internal Revenue Code and,
notwithstanding any other provision of this Option or the Kellogg Company 2003 Long Term Incentive Plan (the “Plan”), it must be
exercised prior to the expiration of ten (10) years from the Award Date (the “Expiration Date”). This Option vests and becomes
exercisable in equal installments over three (3) years: one-third on the first anniversary date of the grant, one-third on the second
anniversary date of the grant and the remaining one-third on the third anniversary date of the grant. It is your responsibility to exercise
this Option prior to its Expiration Date, just as is the case with any other employee stock option. The Company has no obligation to
notify or contact you prior to the Expiration Date of this Option, or any other option.
4. This Option fully vests if your employment terminates because of death, Disability (as defined in the Plan) or Retirement (as defined in
the Plan). If your employment terminates because of death, the legal representative of your estate or your beneficiary, if so designated,
may exercise this Option before the first to occur of the Expiration Date and the day after the first anniversary of your death. If your
employment terminates because of Disability or Retirement, you may exercise this Option before the first to occur of the Expiration Date
and the day after the fifth anniversary of your termination of employment due to Disability or Retirement.
5. If the Company terminates your employment for cause or if you voluntarily terminate employment, vesting stops as of the date of your
termination of employment and any vested portion of this Option must be exercised by you prior to such termination date (or the
Expiration Date, if earlier). Any unvested Options outstanding on the date of termination shall be forfeited by you and cancelled by the
Company.
6. If the Company terminates your employment without cause, vesting stops as of your date of termination of employment and any vested
portion of this Option must be exercised by you before the first to occur of the Expiration Date and the date that is three months and one
day following the date of your termination of employment.
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Any unvested Options outstanding on the date of termination shall be forfeited by you and cancelled by the Company.
7. In the event of a Change of Control, as defined in the Plan, this Option becomes fully exercisable and vested as of the date of such
Change of Control.
8. If the exercise of this Option within the time periods set forth herein is prevented by the provisions of Section 16.6 of the Plan, the
Option shall remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such provisions,
but in any event no later than the Expiration Date.
9. This Option may be exercised, in whole or in part during the term, by contacting Merrill Lynch at 1- 866-866-4050 or 1-609-818-8669
(outside of the U.S., Canada, or Puerto Rico), or the Merrill Lynch Grand Rapids Office at 1-877-884-4371 or 1-616-774-4252 (outside of the
U.S., Canada, or Puerto Rico). This Option may be exercised by paying the exercise price in cash or surrendering (or attesting to) shares
of Common Stock duly owned by you as provided in the Plan, based on the Fair Market Value (as provided in the Plan) or via a buy/sell
exercise with Merrill Lynch.
10. The Company shall have the right to deduct or otherwise require any payment by you of any Federal, state, local or foreign taxes
required by law to be withheld. The Company has the right to deduct or require this payment prior to, and as a condition precedent to,
issuing or delivering any shares of Common Stock, to you pursuant to this Option. Subject to any terms and conditions which the
Committee (as defined in the Plan) may impose, the minimum required withholding obligation may be satisfied by reducing the number of
shares of Common Stock otherwise deliverable pursuant to this Option. You acknowledge that (i) the ultimate liability for any and all
taxes is and remains your responsibility, (ii) the Company makes no representations or undertaking regarding the amount or timing of
any taxes, (iii) the Company does not commit to structure the terms of this Option or any aspect of the transfer of the shares to reduce or
eliminate your liability for taxes, and (iv) in no event shall the Company be liable for any tax or other costs to you that may arise under
Section 409A of the Internal Revenue Code of 1986 (the “Code”).
11. You will not receive any accelerated ownership feature or “reload” options when this Option is exercised or any tax withholding is paid
using shares of Common Stock or otherwise.
12. This Option shall be construed according to the laws of the State of Delaware (regardless of the law that might otherwise govern under
applicable Delaware principles of conflict laws) to the extent not superseded by Federal U.S. law.
13. If you exercise any portion of this Option and voluntarily leave employment of the Company or any of its subsidiaries within one (1) year
after such exercise to work for a direct competitor of the Company or any of its subsidiaries, then the gain on exercise represented by the
mean market price of the Common Stock on the date of
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exercise over the exercise price, multiplied by the number of shares purchased, less any tax withholding or tax obligations, without regard
to any subsequent market price decrease or increase, shall be immediately due and payable by you without notice, to the Company.
14. If at any time (including after a notice of exercise has been delivered) the Committee, including any person authorized pursuant to
Section 3.2 of the Plan (any such person, an “Authorized Officer”), reasonably believes that you have committed an act of misconduct as
described in this Section, the Committee or an Authorized Officer may suspend your right to exercise this Option pending a
determination of whether an act of misconduct has been committed. If the Committee or an Authorized Officer determines you have
engaged in any activity that is contrary or harmful to the interest of the Company or any of its subsidiaries, including, but not limited to,
(i) conduct relating to your employment for which either criminal or civil penalties against you may be sought, (ii) breaching your
fiduciary duty or deliberately disregarding any of the Company’s (or any of its subsidiaries’) policies or code of conduct, (iii) violating
the Company’s insider trading policy, (iv) accepting employment with or serving as a consultant, advisor, or in any other capacity to an
entity or person that is in competition with or acting against the interests of the Company or any of its subsidiaries, (v) directly or
indirectly soliciting, hiring, or otherwise encouraging any present, former, or future employee of the Company or any of its subsidiaries
to leave the Company or any of its subsidiaries, (vi) disclosing or misusing any confidential information or material concerning the
Company or any of its subsidiaries, or (vii) participating in a hostile takeover attempt of the Company, then this Option and all rights
thereunder shall terminate immediately without notice effective the date on which you perform such act of misconduct, unless terminated
sooner by operation of another term or condition of this Option or the Plan. In addition, if the Committee determines that you engaged in
an act of fraud or intentional misconduct during your employment that caused the Company to restate all or a portion of the Company’s
financial statements (“Misconduct”), you may be required to repay to the Company, in cash and upon demand, the Option Proceeds (as
defined below) resulting from the sale or other disposition (including to the Company) of shares of Common Stock issued or issuable
upon exercise of this Option if the sale or disposition was effected after the first public issuance or filing with the Securities and
Exchange Commission of the financial statements required to be restated. The term “Option Proceeds” means, with respect to any sale or
other disposition (including to the Company) of shares of Common Stock issued or issuable upon exercise of this Option, an amount
reasonably determined appropriate by the Committee to reflect the effect of the restatement on the Company’s stock price, up to the
amount equal to the number of shares of Common Stock sold or disposed of multiplied by the difference between the market value per
share of Common Stock at the time of such sale or disposition and the exercise price. The return of Option Proceeds is in addition to and
separate from any other relief available to the Company due to your Misconduct. For anyone who is an executive officer for purposes of
Section 16 of the Exchange Act, the determination of the Committee shall be subject to the approval of the Board of Directors.
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15. Any amounts the Company or any subsidiary owes you from time to time (including amounts owed to you as wages or other
compensation, fringe benefits, or vacation pay, as well as, any other amounts owed to you by the Company or any subsidiary) may be
offset, to the extent of the amounts you owe the Company under paragraphs 11 and 12 above, provided that amounts owed to you which
constitute “non-qualified deferred compensation” under Code Section 409A shall only be offset to the extent allowed under Code
Section 409A. Whether or not the Company elects to make any set-off for the full amount owed, calculated as set forth above, you agree
to pay immediately the unpaid balance to the Company. You may be released from obligations under this paragraph only if the
Compensation Committee of the Board of Directors of the Company (the “Committee”) (or its duly appointed agent) determines in its
sole discretion that such action is in the best interests of the Company.
16. This Option shall be personal to you and not be assignable or transferable by you except as otherwise specifically provided in this
document or the Plan.
17. The Plan is hereby incorporated by reference. Capitalized terms not defined herein shall have the meaning given such term in the Plan. In
the event of any conflict between the Plan and this Option, the provisions of the Plan shall control and this Option shall be deemed
modified accordingly.
18. The Plan and this Option shall be administered and interpreted by the Committee, as provided in the Plan. Any decision, interpretation or
other action made or taken in good faith by the Committee, arising out of or in connection with the Plan shall be final, binding and
conclusive on the Company and all employees and their respective heirs, executors, administrators, successors and assigns.
Determinations by the Committee, including without limitation determinations of employee eligibility, the form, amount and timing of
awards, the terms and provisions of awards, and the agreements evidencing awards, need not be uniform and may be made selectively
among eligible employees who receive or are eligible to receive awards, hereunder, whether or not such eligible employees are similarly
situated. The Committee may amend this Option to the extent provided in the Plan or this Option.
19. You agree and understand that applicable securities laws and stock option exchange rules may restrict your right to exercise this Option
or to dispose of any shares which you may acquire upon any such exercise and may govern the manner in which such shares must be
sold. You acknowledge receipt of a copy of the Plan and the prospectus (including all supplements and amendments thereto) most
recently issued by the Company under the Securities Act of 1933, as amended relating to the Plan. The prospectus consists of a
Statement of General Information and a Statement of Availability of Information. You also acknowledge that you have no right to receive
any future option grants.
20. This document does not confer on you any right to continue in the employ of the Company or any subsidiary, nor does it interfere with
the Company’s or any
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subsidiary’s right to terminate your employment or alter other duties at any time. This Option will not be deemed to be compensation for
purposes of computing benefits under any retirement plan of the Company or any of its subsidiaries or affiliates, nor will it affect benefits
under any other benefit plan, including any benefit plan under which the availability or amount of benefits is related to compensation.
The grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future grants of
options. All decisions with respect to future option grants, if any, will be at the sole discretion of the Company.
21. The Committee shall have the ability to substitute, without receiving your permission, Stock Appreciation Rights to be paid only in
shares of Common Stock for any or all outstanding Options on a one-for-one basis; so long as the term of the substituted Stock
Appreciation Rights is the same as the term of the Options and the exercise price of the Stock Appreciation Rights is the same as the
exercise price of the Options, provided that such substitution shall not be allowed to the extent any such substitution constitutes a
“modification” of this Option for purposes of Code Section 409A and Treasury Regulation 1.409A-1(b)(5)(v).
22. Upon the approval by the Company’s Law Department, you can transfer this Option to (a) members of your immediate family (spouse,
children, stepchildren, grandchildren); (b) a trust of the benefit of such family members; (c) a partnership whose only partners are such
family members; and (d) pursuant to decrees of domestic relations orders from tribunals or agencies of competent jurisdiction authorized
by laws in the state to provide such orders. The Company shall not be obligated to provide any family member notices regarding this
Option, including, but not limited to, early termination of this Option due to termination of the transferor’s employment. Consideration
cannot be paid for the transfer of this Option. All terms and conditions applicable to this Option prior to its transfer shall remain in place.
Subsequent transfers by the transferee are not permitted except by the laws of descent and distribution, and by will.
23. By entering into and accepting receipt of this Option, you (i) authorize the Company and any agent of the Company administering the
Plan or providing plan recordkeeping services to disclose to the Company or any of its subsidiaries such information and data as the
Company or any such subsidiary shall request in order to facilitate the grant of options and the administration of the Plan; (ii) waive any
data privacy rights you may have with respect to such information; and (iii) authorize the Company to store and transmit such
information in electronic form.
24. The provisions of this Option are severable and if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any
jurisdiction, shall nevertheless be binding and enforceable.