First Amendment to the Key Executive Benefits Plan

EX-10.39 9 k91924exv10w39.txt FIRST AMENDMENT TO THE KEY EXECUTIVE BENEFITS PLAN EXHIBIT 10.39 KELLOGG COMPANY Battle Creek, Michigan FIRST AMENDMENT To The KELLOGG COMPANY KEY EXECUTIVE BENEFITS PLAN The undersigned, being the Chairman and Chief Executive Officer of KELLOGG COMPANY, a Delaware Corporation with its principal office located at One Kellogg Square, Battle Creek, Michigan, 49016-3599 (hereinafter referred to as the "Company"), hereby adopts the following Resolutions: WHEREAS, on April 20, 1990, the Company adopted the Kellogg Company Key Executive Benefits Plan (hereinafter referred to as the "Plan"); and WHEREAS, pursuant to Section 8.01 of the Plan, the Company, by action of the Board of Directors, has reserved the right to amend the Plan at any time; and WHEREAS, the Board of Directors now desires to amend the Plan, and has directed by a unanimous resolution adopted on February 20, 1998, that the appropriate officers of the Company take such steps as are necessary and appropriate to amend the Plans to conform with the intent of the resolution; NOW THEREFORE, the premises considered, Be It RESOLVED, that effective January 1, 1998, the terms of the Plan be amended as follows: ARTICLE II Section 2.04 - Amended by adding after "as it may be amended" in the last sentence the following: ", and shall include any amounts deferred during an applicable year by the Key Executive under the Kellogg Company Executive Compensation Deferral Plan and any bonus payments foregone during an applicable year by the Key Executive under the Kellogg Company Bonus Replacement Stock Option Plan in return for stock options." And Be It FURTHER RESOLVED, That the proper officers of the Company be, and they are, hereby authorized and directed to notify the participants in the Plan of the change made by the foregoing Amendment. By: /s/ A. G. Langbo ----------------------------- Its Chairman and CEO Date Signed: February 17, 1999 ATTEST /s/ E. J. Gildea - ---------------------------- E. J. Gildea Asst. Secretary (CORPORATE SEAL)