A Message From John Bryant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Our company has a solid foundation of integrity. Beginning with W.K. Kellogg’s dedication to brokering “square deals”, to our K Values that charge us to act with integrity and show respect, our heritage is based on a commitment to treat everyone fairly and with consideration. Our commitment to acting ethically is not just a core part of our heritage; we know that it is the right thing to do and good for our business. This Global Code of Ethics reflects our commitment to operate worldwide in a manner that is respectful and ethical, whether we are interacting with customers, consumers or each other. While this booklet can guide you on ethical responses to a number of situations you may encounter, there will be times when you will need to consult with others about ethical questions. In those cases you can rely on your supervisor, your Human Resources business partner, the head of your local legal department, our General Counsel, or the Office of Ethics and Business Conduct to provide answers and guidance. Our high ethical standards have been part of why our first century was so successful. I’m convinced they will continue to serve as a cornerstone for our future growth and success.

Sincerely yours, John Bryant President Chief Executive Officer Our

Heritage

1954 - Norman Rockwell Package Front

We Act With Integrity and Show Respect in Everything We Do

We act with integrity and show respect to Ourselves and Each OtherWe are firmly committed to the fair and equitable treatment of all our employees and applicants for employment.

We act with integrity and show respect to Our Customers and ConsumersCustomers and consumers expect more from Kellogg Company and it is every employee’s job to make sure Kellogg meets their expectations.

We act with integrity and show respect to Our Share Owners

We act with integrity and show respect in the Marketplace

We act with integrity and show respect to Our CommunitiesWe actively seek opportunities to contribute to the communities in which we do business, and to improve the environment that sustains us all.

Kellogg believes in doing business with those suppliers, contractors, joint venture partners, agents, sales representatives, distributors and consultants who embrace and demonstrate high standards of ethical business behavior.

Investors count on Kellogg to deliver on its commitments, provide accurate information about its affiliates and to make responsible business decisions based on reliable records.

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Table of Contents

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Acting with Integrity Managerial Responsibilities

We Act With Integrity and Show Respect to Ourselves and Each Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Integrity Fair Treatment Diversity Harassment Prevention Safety and Health Privacy and Confidentiality

We Act With Integrity and Show Respect to Our Customers and Consumers . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12 Quality and Value Advertising and Packaging Product Safety

We Act With Integrity and Show Respect to Our Share Owners . . . . . . . . . . . . . . . . . . . . . . . . . .14 Accuracy of Business Records Responding to Inquiries from Share Owners, Analysts and the Media Protecting Company Assets Protecting Confidential Information Records Management Conflicts of Interest “Inside Information” and Securities Trading

We Act With Integrity and Show Respect in the Marketplace . . . . . . . . . . . . . . . . . . . . . . . . . . .18 Doing Business with Kellogg Company Sales and Marketing Practices Purchasing Practices Gifts, Favors and Entertainment Competitive Information Intellectual Property Antitrust

We Act With Integrity and Show Respect to Our Communities . . . . . . . . . . . . . . . . . . . . . . . . . 22 The Law Community Commitment Environment Individual Political Activities Corporate Political Activities and Governmental Relationships Governmental Requests Business Activity Outside the United States International Trade Regulations Contact Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26 Disciplinary Action

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Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acting with Integrity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kellogg Company is committed to conducting its business with the highest ethical standards. This commitment is reflected in our first core value “We Act With Integrity and Show Respect.” Our values serve as a guide for how we should act on a daily basis. They bind us together as a company and keep us working toward the same goals wherever we are and whatever we do. In many situations, however, more specific guidance on the Company’s expectations may be helpful.

Our “Global Code of Ethics” (also referred to as “the Code”) describes ethical responsibilities applicable to all employees of Kellogg Company, including all of its affiliates and subsidiaries, as well as its agents (which includes consultants, independent contractors and other representatives). Each employee of Kellogg needs to adhere to these standards in his or her business interactions and to ensure that all agents of Kellogg retained or supervised by him or her know they are responsible for complying with the Code when acting as representatives of Kellogg.

This Code is not a comprehensive document intended to address all laws or policies nor every ethical issue that may confront you. Rather, it is a guide and a resource that is intended to alert you to significant legal and ethical issues that frequently arise. If compliance with this Code appears to conflict with local law, you should discuss your concern with local Kellogg management, the head of the local Legal Department, the Area President or the General Counsel for clarification. Directions on how to obtain more specific information and guidance are found at the back of the Code.

Managerial Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain employees have special responsibilities under the Code. We believe that managers have a responsibility to create and sustain a work environment in which all employees and agents know that ethical and legal behavior is expected of them. We expect our managers to model the highest standards of ethical business conduct and to encourage discussion of the ethical and legal implications of business decisions.

This responsibility also includes ensuring that the Code is communicated to everyone ultimately supervised by the manager, and that anyone who needs to know additional information in order to do his or her job (for example, in areas such as environmental health and safety, antitrust or international business practices, or securities laws) receive appropriate policies and training. It also means that managers must be careful not to hire or retain any employee or agent who they have reason to believe has a tendency to engage in unlawful conduct or unethical activities.

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We Act With Integrity and Show Respect to Ourselves and Each Other

Integrity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We act with integrity by acting honestly, by obeying the law, and by treating those with whom we work with fairness and respect.

We act with integrity by not using a contractor, agent, consultant, broker, distributor, or other third party to perform any act prohibited by law or by Kellogg policy.

We act with integrity by reporting any situation that we believe is in violation of the Code. The Company shows us respect by protecting against retaliation any employee who in good faith reports an ethical concern or issue.

Fair Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We are firmly committed to the fair and equitable treatment of all employees and applicants for employment. We judge all applicants and employees by their qualifications, demonstrated skills and achievements without regard to race, color, gender, sexual orientation, national origin, age, religion, disability, veteran status or marital status.

We avoid hiring, transferring or promoting a relative of an employee into a situation where the possibility of favoritism might exist in the employment relationship. We strive to be a meritocracy.

We believe in treating each other with respect and dignity, and in fostering an atmosphere of open communication, trust and mutual respect. We comply with all laws, including employment laws, in every country where we operate. We will not tolerate unlawful discrimination of any kind.

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1957 - Battle Creek Plant Packing Line

1968 - Columbia Plant Packing Line

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Diversity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We are proud to actively promote diversity in our work force and in the work forces of those with whom we do business.

We show respect for and value individuals for their diverse backgrounds, experiences, styles, approaches and ideas. We rely upon diversity to inspire innovation that drives our business and helps enhance our competitive advantage and to help us make decisions that serve consumers in a broad spectrum of markets around the world. Harassment Prevention . . . . . . . . . . . . We do not tolerate verbal or physical conduct by any employee that harasses another employee or disrupts anemployee’s work performance or creates an intimidating, offensive, abusive, or hostile work environment.

We do not tolerate unwelcome verbal or physical conduct of a sexual nature, including unwelcome sexual advances or requests for sexual favors. We help each other by speaking out when a co-worker’s conduct makes us uncomfortable.

If we experience or observe workplace harassment, we will report the incident to our supervisor, Human Resources Department, Legal Department, Office of Ethics and Business Conduct or any member of management. We understand the Company takes harassment claims seriously and will investigate them thoroughly.

1976 - Keebler print ad celebrating the Bicentennial of the United States

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RespectSafety and Health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .We are committed to providing a safe and healthy work environment and preventing accidents. Each of us is accountable for observing the safety and health rules and practices that apply to our job and for taking precautions necessary to protect us and our co-workers, including immediately reporting accidents, injuries and unsafe practices or conditions.

We will report to work free from the influence of any substance that could prevent or impair us from performing our job safely and effectively.

1954 - Minister of Industry and Commerce inspects a box of Kellogg’s Corn Flakes in Manchester, England

Privacy and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .We will protect the privacy and confidentiality of every employee’s personal, medical and financial records. We will never compromise an employee’s trust by disclosing confidential information to anyone, internally or externally, other than those with a business need for the information.

We recognize that we should not expect privacy when using Company provided services and equipment. We understand the Company reserves the right to inspect its facilities and property, including but not limited to computers, telephone records, lockers, e-mail, Internet usage, business documents, offices and other workspaces.

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Quality and Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Our mission is to drive sustainable growth through the power of our people and brands by better serving the needs of our consumers, customers and communities. Our commitment is reflected in our value - We Are Passionate About Our Business, Our Brands And Our Food.

We are proud that our customers and consumers expect more from Kellogg Company’s brands and we are mindful that our reputation is inside every package of food we produce and sell.

Advertising and Packaging. . . . . . . . . . . . . . . . . . . . We promote our brands in a manner that is consistent with our excellent reputation and will provide consumers with accurate information about our products.

Trust

We Act With Integrity and Show Respect to Our Customers and Consumers

We only place advertising in programs that communicate the standards of good taste and fair practice that guide all of our corporate actions.

We are proud to truthfully and accurately represent our products; we do not misstate facts or provide misleading impressions in our advertising, packaging, point of purchase displays or promotions. We only make claims that favorably compare Kellogg products with those of competitors when they are factual and based upon prior substantiation.

Product Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We are passionate about ensuring that consumers can trust the safety of our products.

We immediately report any threats to product safety to management so that appropriate and prompt action can be taken.

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1908 - W.K. Kellogg with Kellogg Brokers

1912 - Kellogg Salesmen in Battle Creek

1414 Honest

We Act With Integrity and Show Respect to Our Share Owners

Accuracy of Business Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . .We know that investors count on Kellogg to deliver on its commitments, to provide accurate information about its affiliates and to make responsible business decisions based on reliable records, and we rely on employees throughout the Company to record information properly. We are each accountable for doing our part to ensure that any disclosure made in a report or document filed with or submitted to the U.S. Securities and Exchange Commission or in other public communications is full, accurate and timely.

1936 - First Kellogg Company Annual Report

We rely on appropriate members of management to properly authorize all payments and transactions. We are each accountable for doing our part to ensure that all financial books, records and accounts accurately reflect transactions and events and conform both to generally accepted accounting principles and to Kellogg Company’s system of internal controls. For example, we never:

• make false claims on an expense report or time sheet,• falsify quality or safety results,• record false sales or record them early,• understate or overstate known liabilities and assets,• improperly accelerate the recognition of expenses or defer

recording items that should be expensed,• enter into unauthorized off-balance sheet transactions that

result in unrecorded assets or obligations, or • make entries that intentionally hide or disguise the true nature

of any transaction.

Our Board of Directors policy prohibiting “trade loading” reflects the importance we attach to accurate reporting.

Our Chief Executive Officer, Chief Financial Officer and Corporate Controller have a special responsibility to uphold this Code in all their actions. Only the Board of Directors or its Nominating and Governance Committee can amend or waive this Code with respect to these individuals, and any such amendment or waiver needs to be immediately disclosed if, and to the extent, required by law.

We know that almost all business records may become subject to public disclosure in the course of litigation or governmental investigations and that records are also often obtained by outside parties or the media. We attempt to be as clear, concise, and accurate as possible when recording any information and we avoid exaggeration, colorful language, guesswork, legal conclusions and derogatory characterizations of people and their motives.

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Responding To Inquiries From Share Owners, Analysts and the Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We have an obligation to accurately and completely report all material facts when providing information to the news media, securities analysts and share owners. Because only certain employees have the information and training to comply with this obligation, we refer all inquiries regarding Kellogg activities, results, plans or its position on public issues to the Corporate Affairs Department, Investor Relations Department or to the designated local or corporate spokesperson.

Protecting Company Assets . . . . . . . . Each of us is entrusted with numerous company assets and has a special responsibility to protect them. These assets include not only cash and other financial assets, but also assets such as equipment, inventory, supplies and intellectual property. We follow security procedures to protect assets, and we are alert to situations that could lead to loss or misuse of assets.

We refuse to participate in or tolerate in others any act that involves theft, fraud, unauthorized disclosure, embezzlement or misappro-priation of any property. We will immediately report information as to any suspected or known theft, fraud or other improper action to Corporate Security, the Office of Ethics and Business Conduct and/or Internal Audit.

We use Company resources to conduct Company business or for purposes authorized by management. We do not, for example,

1966 - Accounting Department in Manchester, England

remove Kellogg property for personal use, use Kellogg vehicles in unauthorized ways, or use company-paid contractors to perform work at home.

We will not use Company electronic communications systems for excessive personal use or to access, store or distribute content that is illegal, harassing or offensive.

Protecting Confidential Information . . . . . . . . . . . . . We know that information is one of our most valuable assets and that information that is not generally disclosed and is helpful to the company (or to competitors) must be protected. Some examples of information that offers Kellogg a competitive advantage include trade secrets, detailed sales and profit figures, new product or marketing plans, research and development ideas or information, manufacturing processes, detailed procurement information, salary data, employee lists and information concerning potential acquisitions, divestitures and investments.

We safeguard confidential information by keeping it secure, limiting access to those who have a need to know in order to do their job, and avoiding discussion of confidential information in public areas such as planes, elevators and restaurants, and on mobile phones. We respect our obligation to preserve Kellogg Company’s confidential information even after employment ends.

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Records Management . . . . . . . . . . . . . . . . We recognize that the Company has a comprehensive records management policy with which we must comply. We agree to maintain or destroy Company records in compliance with the established record retention schedule. We comply with all laws relating to records preservation. We do not alter, conceal or destroy documents or records that are subject to an investigation or which may be used in an official proceeding.

Question – “I’ve been asked to speak at an industry conference. May I share information about the Company in my presentation?”

Answer – You fi rst must obtain prior approval from your department manager, vice president, and the Legal Department before participating. If the news media will be present, the appropriate Kellogg communications professional must also be contacted. If your participation is approved, your presentation must not include any proprietary or confi dential information about the Company.

Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . We act with integrity by making all business decisions on the basis of sound business judgment, and not motivated by personal interest or gain. We do not compete with Kellogg or take a corporate opportunity for personal gain. We are proud that we avoid not only conflicts of interest, but also any situation that might create or appear to create a conflict of interest.

We understand that employees may not own, either directly or indirectly, a substantial interest in any business entity that does or seeks to do business with Kellogg without prior written approval of the General Counsel.

We are proud to refuse to own, either directly or indirectly (except through a mutual fund) securities in any business entity that competes with Kellogg without prior written approval of the General Counsel.

We know that a conflict of interest may arise if our outside employment activities are so demanding that they interfere with our ability to fulfill our responsibilities to Kellogg.

Kellogg Company 2002 Report

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“Inside Information” and Securities Trading . . . . . . . . . . . . . . . . . We do not use confidential information for personal benefit. We do not trade securities or tip others to trade securities of Kellogg or other companies on the basis of material information before it is made publicly available to ordinary investors through appropriate media. Material information may include news about acquisitions, investments, new business relationships, financial results, important management changes and other information that has the potential to affect the stock price of Kellogg or another company.

We are proud that we avoid even the appearance of trading on inside information, by refusing to engage in “short sales” or trade in puts, calls, or other options on Kellogg stock. We may, of course, purchase Kellogg securities and exercise options granted to us, as long as we are not basing decisions on material inside information.

If we have any doubt about whether the information is material or has been released to the public, we do not trade until we have consulted with an attorney in the Legal Department.

We are also mindful that a conflict of interest may arise when doing business with or competing with organizations that employ or are partially owned by family members or close personal friends. Family members include, but are not limited to, spouses, children, parents and siblings.

We know that the best way to avoid embarrassing conflict of interest situations is to disclose any that have the potential to be misinterpreted by others, including other employees, customers, suppliers and the public. Questions about potential conflict of interest situations and disclosure of these situations as they arise should be directed to the Office of Ethics and Business Conduct.

1883 - One of the early Cincinnati bakeries thatwould later become part of Keebler

1818

®

We Act With Integrity and Show Respect in the Marketplace

We expect our suppliers to promote principles of ethical behavior in their workplace, to operate in a manner consistent with our Global Code of Ethics, and to demonstrate a commitment to environmental,

employment and community standards.

Sales and Marketing Practices. . . . . . . . . . . . . . . . . . . . . . . . . We compete for business aggressively and honestly. We market our products and services on the basis of quality, distinctiveness and brand recognition, fair pricing, promotional programs and honest advertising practices.

We do not misrepresent product, service and price attributes or make false claims about competitors’ offerings. We do not offer bribes or kickbacks.

We ensure against over billing and possible rebate abuses by refusing to bill sales to third parties at prices exceeding the established price for the product. We ensure that prizes provided as part of sales promotions or contests are legitimately won as the result of achieving criteria specified in advance and made available to the entire class of contestants.

1923 - Window display in Kokomo, Indiana

1963 - Kellogg Sales Representative’s car at the Sawamura store in Tokyo

Doing Business with Kellogg Company . . . . . . . . . . . .We are proud to do business with suppliers, contractors, joint venture partners, agents, sales representatives, distributors and consultants who embrace and demonstrate high standards of ethical business behavior. All persons or companies engaging in material business relationships with Kellogg are required to read our Global Code of Ethics.

We will not knowingly use suppliers who operate in violation of applicable laws, or regulations, including local environmental, employment or safety laws. We also will not knowingly do business

with suppliers who employ non-family members under the age of 15, employ forced labor, or use corporal punishment to discipline employees, regardless of whether such practices are permitted by applicable law. We will exercise diligence in determining whether suppliers conform to these standards. Integrity

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Purchasing Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We make all purchasing decisions on the basis of the best value received by Kellogg. We do not allow personal or family relationships to infl uence or appear to influence objective business decisions. In order to make good purchasing decisions, we obtain competitive bids, verify quality and service claims on a regular basis and, to the best of our ability as permitted by law and without violating any confidentiality obligations, confirm the financial and legal condition of the supplier and its conformity with ethical standards.

We ensure that agreements are written and clearly set forth the service or products to be provided, the basis for earning payment and the applicable rate or fee. We ensure that amounts are not excessive, in light of industry practice, and are commensurate with the goods or services provided.

Gifts, Favors and Entertainment . . . . . . . . . . . We do not accept or provide any gift, favor or entertainment if it will obligate or appear to obligate the recipient or otherwise influence any business decision. We will never accept a gift or service if it will compromise or could appear to compromise us. This does not include occasional business meals that can be reciprocated or gifts of nominal value.

We do not request or solicit personal gifts, favors, entertainment or services. We never accept gifts of cash or cash equivalents. We do not exploit our position at Kellogg to solicit vendors, including financial institutions, to provide individual preferential treatment in pricing, terms or loans.

If we intend to give or receive a gift or entertainment that is more than nominal in value we will obtain approval from the Office of Ethics and Business Conduct, who will consult with the appropriate member of

the Executive Management Committee, before offering or accepting the gift or invitation. We will not provide a gift in any event if it is against the law or the policy of the recipient’s company.

If we receive a gift or favor of more than nominal value, we will let our manager know and return the gift with a letter explaining Kellogg policy. If the gift is perishable, impractical to return, or it would be embarrassing to the Company for us to decline, we will work with our manager and local Legal Department to determine the proper disposition of the gift, which may include donation to charity.

2020 Dep

enda

bleWe understand that government officials are often prohibited

from accepting any gift or entertainment, regardless of value, and that special care needs to be taken in this highly regulated area. We will not provide any gifts or entertainment to government officials without the advance approval of the Legal Department and the Government Relations Department.

Competitive Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We recognize that information about competitors, customers and suppliers is a valuable asset in the highly competitive markets in which we operate. We obtain this information legally, and do not induce disclosures by a competitor’s past or present employees or take any action that could create an appearance of an improper

agreement with a competitor.

We understand that improperly collecting or using information may subject Kellogg Company and

the individuals involved, to lawsuits or criminal penalties up to and including

imprisonment.

Question – “We recently hired aproduct developer from one of ourcompetitors. Can I ask her about herformer employer’s new productdevelopment plans?”

Answer – No. You can use the skillsand expertise she developed whileemployed by our competitor, but youcannot ask her to divulge confi dentialor proprietary information. If she isasked for this information, she shouldrefuse to share it.

Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . We respect the rights of others concerning their intellectual property such as patents, copyrights, trademarks and trade secrets. We understand that unauthorized copying of software, tapes, books and other legally protected work is a misuse of the assets of others and creates potential financial and legal liability for the Company. If we want to use the intellectual property belonging to someone else, we will obtain the necessary authorizations.

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Antitrust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We believe in free and open competition and note that the antitrust laws in the United States, competition laws of the European Union and various laws in other countries where we do business encourage companies to compete aggressively to increase their sales, market share and profits. We comply fully with these laws and if we have any questions about them we consult the Legal Department before acting.

We understand that certain business practices are prohibited by these laws, and that the following are likely prohibited:

• Exchanging information with competitors regarding pricing, marketing, production and/or customers;

• Entering into any formal or informal agreement with any competitor that fixes prices, or allocates production, sales territories, products, customers or suppliers;

• Entering into an agreement with customers and suppliers that establishes the resale price of a product, or conditions the sale of products on an agreement to buy other Kellogg Company products.

We recognize that the monetary cost of antitrust violations, even unintentional ones, can run into millions of dollars in fines and penalties and that the cost to Kellogg Company’s reputation is even greater.

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We Act With Integrity and Show Respect to Our Communities

The Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We realize that the first and foremost obligation of responsible citizenship is to obey the laws of the countries and communities in which we do business; any noncompliance with applicable law is unacceptable.

We do not engage in illegal conduct even if the relevant laws are not enforced in practice, or their violation is not subject to public criticism or censure.

Community Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .We are proud of our Company’s contributions to the economic and social development of the locations where we have operations. We are also proud that Kellogg strongly encourages each of its facilities to become actively involved in their community by sponsoring and participating in initiatives that contribute to a better quality of life. We are pleased that the Company encourages employees to support our communities by volunteering and participating in charitable activities and professional development associations. We recognize that employees need to ensure that outside activities do not interfere with job performance or create a conflict of interest.

We appreciate the fact that no one in the Company may bring undue pressure on another employee to contribute to a charitable and/or political organization.

1960 - Little League team sponsored by Kellogg de Mexico

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Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We are committed to promoting and maintaining environmentally responsible practices for the benefit of our customers, consumers, employees and the communities in which we operate. We will conduct and grow our business in a manner that protects the environment and demonstrates good stewardship of our world’s natural resources.

We strive for continual improvement through the development of specific programs that address the environmental cost and impact of our activities, products and services. As a global food manufacturer, we are committed to designing, manufacturing, handling and distributing our products in compliance with this standard at all locations.

Individual Political Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . We appreciate the fact that Kellogg respects our right as employees to participate in the political process and to engage in our choice of political activities. While involved in our personal civic and political affairs, we understand that we must make it clear that our views and actions are our own and not those of Kellogg. We understand we may not use Kellogg resources to support our choice of political parties, causes, or candidates.

Corporate Political Activities and Governmental Relationships . . . . We obey all laws in promoting the Company’s position to governmental authorities and in making political contributions. Because U.S. law generally prohibits corporate contributions of any kind to a candidate, political party, or political committee in connection with a U.S. federal election, we obtain the prior written approval of the General Counsel before making any corporate political contribution, whether it is financial or a contribution in kind.

We understand that lobbying activity on behalf of Kellogg is permissible but highly regulated by law. We will contact the Government Relations Department or the Legal Department to ensure that such activities fully comply with the law and that Kellogg Company’s lobbying efforts are coordinated before we communicate with government officials on issues that affect Kellogg.

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We do not seek to influence any government employee’s judgment or conduct by promises of gifts or loans or by any other unlawful inducement. We do not provide any gifts, entertainment or other favors to government employees without the prior consent of the Legal Department.

Governmental Requests . . . . . . . . . . . . . . . . . We cooperate with every reasonable request from government agencies and authorities. We appreciate the fact that Kellogg and its employees are entitled to all of the safeguards provided by law, including representation by legal counsel from the very beginning of an investigation and protection from discrimination or retaliation because of their lawful acts in connection with governmental investigations or proceedings.

We immediately report all requests for information, other than information provided routinely in the ordinary course of business, to the Legal Department and follow their guidance in responding to any such request.

We strive to ensure all information we provide is truthful and accurate. We never mislead, obstruct or improperly influence any investigator.

Business Activity Outside the United States . . . . . . . . . . . . . . . . . . .When conducting business outside the United States, we honor local laws and all U.S. laws applicable outside the United States.

We do not give or offer to give money or anything of value to any foreign official, political party, or candidate for the purposeof influencing their acts or decisions.

Except for legally mandated fees (such as required permit or license fees), we do not make any payments or gifts to foreign officials without the prior consent of the Legal Department. Certain minor payments to foreign government officials, made to expe-dite or secure the performance of “routine government action” may not violate U.S. law, but we will consult with the Legal Department before making or authorizing any payment of this type.

We do not do anything indirectly that we would be prohibited from do-ing directly, and we are careful to ensure that Kellogg’s agents do not offer, promise or authorize prohibited payments. Where appropriate, we ask our agents to sign a written contract that includes a statement that the agent will not make payments prohibited by law and we will be vigilant to ensure they abide by the law.

1951 - Mexico plant ground breaking

25

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International Trade Regulations. . . . . . . . . . . . . . . . . . . . . . . . . . . . We recognize that U.S. and other laws govern the conduct of trade of all Kellogg affiliates and that U.S. anti-boycott and export control laws are applicable to international trade. We understand that any employee who has a concern about these or other international trade issues is responsible for consulting with the Legal Department before any potentially illegal acts have taken place.

c. 1966 - Kellogg Samplers in Singapore

We understand Kellogg employees and agents are prohibited by law from cooperating in any way with an unsanctioned foreign boycott of countries friendly to the United States. We will immediately forward to the Legal Department any request for information or action that seems to be related to this or any illegal boycott.

We also understand that several U.S. laws restrict United States trade with certain countries and know that Kellogg operations worldwide must comply with U.S. export restrictions as well as with applicable export control laws of all countries where we conduct Kellogg business. If we, or our agents, are uncertain of the legal trade status of any country we will contact the Legal Department.

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Contact Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The Office of Ethics and Business Conduct serves as a resource for clarification of Company policy or reporting issues related to ethics and business conduct. You are encouraged to contact the Ethics Office without fear of retribution or retaliation. To the extent practical considering our need to investigate and to comply with other Company obligations we will protect the confidentiality of the reporting source.

The Ethics Office also provides online training and basic information on legal and regulatory requirements, company policies and the standards of the Global Code of Ethics.

Each year Kellogg employees are required to complete a Business Conduct Questionnaire. This Questionnaire provides employees with the opportunity to review their personal circumstances and disclose information about any relationship or activity that may be a conflict of interest and to report any known or suspected violation of Company policies or practices. This obligation to disclose is a continuing obligation. Employees should promptly submit a revised Questionnaire when there are any changes to the information provided.

Disciplinary Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All employees are required to comply with the Global Code of Ethics. Failure to comply with Company policies, applicable laws and/or the Global Code of Ethics can result in disciplinary action, up to and including termination of employment.

Employees with a concern or question about the Global Code of Ethics, Company policy or conduct that may violate these standards should talk to their manager first. If this is not possible or they are uncomfortable doing so, employees may contact Human Resources, the Legal Department, Internal Audit or the Office of Ethics and Business Conduct for assistance.

The Company realizes that some of its affiliates and subsidiaries may not have the departments referred to in the Code. In this event, employees may contact directly the Managing Director, the head of the local Legal Department, the General Counsel, the head of Internal Audit or the Office of Ethics and Business Conduct for assistance. The Office of Ethics and Business Conduct can be contacted as follows:

Telephone: Dial the code for the United States from your country and then 269-565-0660 or 1-888-292-7127. Your caller ID will not be identifi ed.

E-mail: ethics.offi ce@kellogg.com Fax: U.S. access code + 269-660-4156Web:

Report a Concern via www.liveourvalues.comMail to: Offi ce of Ethics and Business Conduct Kellogg Company One Kellogg Square P.O. Box 3599

Battle Creek, MI 49016-3599

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