Amendment Number 33 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PfbGxAk7xDD8EDUBGmmXCZb6OC+ky2UyIYC+/TcQw13bRbISUdGTzk32pkC/4Air R65jwA9CebDEaAgmvhh+Dw== 0001193125-10-028174.txt : 20100211 0001193125-10-028174.hdr.sgml : 20100211 20100211100307 ACCESSION NUMBER: 0001193125-10-028174 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20100211 DATE AS OF CHANGE: 20100211 GROUP MEMBERS: JAMES M. JENNESS GROUP MEMBERS: STERLING K. SPEIRN GROUP MEMBERS: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. GROUP MEMBERS: WENDA W. MOORE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLOGG CO CENTRAL INDEX KEY: 0000055067 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 380710690 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16386 FILM NUMBER: 10589905 BUSINESS ADDRESS: STREET 1: ONE KELLOGG SQ STREET 2: P O BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 BUSINESS PHONE: 2699612000 MAIL ADDRESS: STREET 1: ONE KELLOGG SQUARE STREET 2: P O BOX 3599 CITY: BATTLE CREEK STATE: MI ZIP: 49016-3599 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bank of New York Mellon CORP CENTRAL INDEX KEY: 0001390777 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE WALL STREET CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 212-495-1784 MAIL ADDRESS: STREET 1: ONE WALL STREET CITY: NEW YORK STATE: NY ZIP: 10286 SC 13G/A 1 dsc13ga.htm AMENDMENT NUMBER 33 TO SCHEDULE 13G Amendment Number 33 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 33)*

Kellogg Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

487836108

(CUSIP Number)

12/31/09

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13G


CUSIP NO. 487836108				Page 2 of 11 pages


1	NAME OF REPORTING PERSON The Bank of New York Mellon Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION A New York Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 3,094,431
		6	SHARED VOTING POWER 85,642,465
		7	SOLE DISPOSITIVE POWER 3,303,042
		8	SHARED DISPOSITIVE POWER 85,720,201
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 89,125,969
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.4%
12	TYPE OF REPORTING PERSON* HC

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108				Page 3 of 11 pages


1	NAME OF REPORTING PERSON The Bank of New York Mellon Trust Company, N.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION A National Banking Association
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 130
		6	SHARED VOTING POWER 85,578,390
		7	SOLE DISPOSITIVE POWER 100
		8	SHARED DISPOSITIVE POWER 85,578,420
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,578,520
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.4%
12	TYPE OF REPORTING PERSON* BK

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108				Page 4 of 11 pages


1	NAME OF REPORTING PERSON James M. Jenness
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 725,103
		6	SHARED VOTING POWER 85,436,490
		7	SOLE DISPOSITIVE POWER 714,917
		8	SHARED DISPOSITIVE POWER 85,436,490
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,161,593
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.6%
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108				Page 5 of 11 pages


1	NAME OF REPORTING PERSON Sterling K. Speirn
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 13,867
		6	SHARED VOTING POWER 85,728,290
		7	SOLE DISPOSITIVE POWER 5,781
		8	SHARED DISPOSITIVE POWER 85,728,290
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,742,157
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.5%
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

13G


CUSIP NO. 487836108				Page 6 of 11 pages


1	NAME OF REPORTING PERSON Wenda W. Moore
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 663
		6	SHARED VOTING POWER 85,436,490
		7	SOLE DISPOSITIVE POWER 663
		8	SHARED DISPOSITIVE POWER 85,436,490
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,437,153
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.4%
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

Schedule 13G

Issuer: Kellogg Company

Page 7 of 11

This Schedule 13G is being filed as Amendment No. 33 to the Schedule 13G dated April 23, 1979 filed on behalf of Harris Trust and Savings Bank, Lyle C. Roll, Russell G. Mawby and William V. Bailey as trustees of the W.K. Kellogg Foundation Trust (the “Trust”) with respect to shares of common stock of Kellogg Company (the “Shares”).

This Amendment No. 33 is being filed by The Bank of New York Mellon Corporation as parent holding company for The Bank of New York Mellon Trust Company, N.A., by The Bank of New York Mellon Trust Company, N.A. as trustee of the Trust, on behalf of the Trust and on behalf of itself, James M. Jenness, Sterling K. Speirn and Wenda W. Moore, as all of the trustees of the Trust as of December 31, 2009.

The number of Shares beneficially owned by each of The Bank of New York Mellon Corporation and certain of its affiliates (including The Bank of New York Mellon Trust Company, N.A.), James M. Jenness, Sterling K. Speirn and Wenda W. Moore, individually, as fiduciary or otherwise, is hereinafter reported. The number of Shares beneficially owned collectively by such persons is 90,157,402, which is 23.6% of the Shares outstanding. Of this amount 85,436,490 Shares, or 22.4% of the Shares outstanding, represent Shares owned in a fiduciary capacity on behalf of the Trust. Shares owned in other fiduciary capacities are noted on Exhibit 99.1.

The number of reported Shares for James M. Jenness includes 614,510 Shares that Mr. Jenness may acquire within 60 days of December 31, 2009 by exercising options granted to him under the Kellogg Company Key Employee Incentive Plans. The number of reported Shares for Sterling K. Speirn includes 5,781 Shares that Mr. Speirn may acquire within 60 days of December 31, 2009 by exercising options granted to him under the Kellogg Company Non-Employee Director Stock Plan.


Item 1.	(a)	Name of Issuer:

		Kellogg Company

	(b)	Address of Issuer’s Principal Executive Offices:

		One Kellogg Square
		Battle Creek, Michigan 49016-3599

Item 2.	(a)	Name of Persons Filing:

		The Bank of New York Mellon Corporation
		The Bank of New York Mellon Trust Co., N.A.
		James M. Jenness
		Sterling K. Speirn
		Wenda W. Moore

	(b)	Address of Principal Business Office:

		Person Filing	Address

		The Bank of New York Mellon Corporation	One Wall Street
			New York, NY 10286

		The Bank of New York Mellon Trust Co., N.A.	One BNY Mellon Center
			500 Grant Street, Suite 410
			Pittsburg, PA 15258

		James M. Jenness	One Kellogg Square
			P. O. Box 3599
			Battle Creek, Michigan 49016

Schedule 13G

Issuer: Kellogg Company

Page 8 of 11


		Sterling K. Speirn	One Michigan Avenue East
			Battle Creek, Michigan 49017

		Wenda W. Moore	One Michigan Avenue East
			Battle Creek, Michigan 49017

	(c)	Citizenship:

		The Bank of New York Mellon Corporation	-A New York Corporation
		The Bank of New York Mellon Trust Co., N.A.	-A National Banking Association
		James M. Jenness	-U.S. Citizen
		Sterling K. Speirn	-U.S. Citizen
		Wenda W. Moore	-U.S. Citizen

	(d)	Title of Class of Securities:

		All persons filing - common stock

	(e)	CUSIP Number:

		All persons filing - 487836108

Item 3.	(a) - (j)

	This statement is being filed pursuant to Rule 13d-1(d).

Item 4.

Ownership:


(a)	Amount Beneficially Owned as of December 31, 2009:

	The Bank of New York Mellon Corporation	-	89,125,969
	The Bank of New York Mellon Trust Co., N.A.	-	85,578,520
	James M. Jenness	-	86,161,593
	Sterling K. Speirn	-	85,742,157
	Wenda W. Moore	-	85,437,153

(b)	Percent of Class:

	The Bank of New York Mellon Corporation	-	23.4	%
	The Bank of New York Mellon Trust Co., N.A.	-	22.4	%
	James M. Jenness	-	22.6	%
	Sterling K. Speirn	-	22.5	%
	Wenda W. Moore	-	22.4	%

(c)	Number of shares as to which such person has:

	(i) Sole power to vote or to direct the vote:

	The Bank of New York Mellon Corporation	-	3,094,431
	The Bank of New York Mellon Trust Co., N.A.	-	130
	James M. Jenness	-	725,103
	Sterling K. Speirn	-	13,867
	Wenda W. Moore	-	663

Schedule 13G

Issuer: Kellogg Company

Page 9 of 11


(ii) Shared power to vote or to direct the vote:

The Bank of New York Mellon Corporation	—	85,642,465
The Bank of` New York Mellon Trust Co., N.A.	—	85,578,390
James M. Jenness	—	85,436,490
Sterling K. Speirn	—	85,728,290
Wenda W. Moore	—	85,436,490

(iii) Sole power to dispose or to direct the disposition of:

The Bank of New York Mellon Corporation	—	3,303,042
The Bank of New York Mellon Trust Co., N.A.	—	100
James M. Jenness	—	714,917
Sterling K. Speirn	—	5,781
Wenda W. Moore	—	663

(iv) Shared power to dispose or to direct the disposition of:

The Bank of New York Mellon Corporation	—	85,720,201
The Bank of New York Mellon Trust Co., N.A.	—	85,578,420
James M. Jenness	—	85,436,490
Sterling K. Speirn	—	85,728,290
Wenda W. Moore	—	85,436,490

Item 5.

Ownership of Five Percent or Less of a Class:

Shirley D. Bowser left the office of co-trustee of the Trust on January 30, 2009. On that date, Wenda W. Moore succeeded Mrs. Bowser as a co-trustee of the Trust. Accordingly, as of January 30, 2009, Mrs. Bowser ceased to be the beneficial owner of more than five percent of the common stock of Kellogg Company, and as of January 30, 2009 Mrs. Moore became such a beneficial owner. Beginning with the year ending December 31, 2009, Mrs. Moore is reporting her shareholdings of Kellogg Company in lieu of Mrs. Bowser on amendments to this Schedule 13G.

The Bank of New York Mellon Trust Company, N.A. replaced The Bank of New York Mellon as corporate trustee of the Trust on June 4, 2009. Each of these entities is a subsidiary of The Bank of New York Mellon Corporation.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

See Exhibit 99.1

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

The Bank of New York Mellon Corporation, a parent holding company, is filing with respect to its subsidiaries, including The Bank of New York Mellon Trust Company, N.A.

Item 8.

Identification and Classification of Members of the Group:

Not Applicable

Item 9.

Notice of Dissolution of Group:

Not Applicable

Schedule 13G

Issuer: Kellogg Company

Page 10 of 11

Item 10.

Certifications:

Not Applicable

Schedule 13G

Issuer: Kellogg Company

Page 11 of 11

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2010


The Bank of New York Mellon Corporation

By		/s/ Nicholas R. Darrow
		Nicholas R. Darrow
		Senior Vice President
		Attorney-in-Fact for
		The Bank of New York Mellon Corporation

The Bank of New York Mellon Trust Company, N.A., as trustee of the W.K. Kellogg Foundation Trust

By		/s/ Dana Luksic
		Dana Luksic
		Vice President

James M. Jenness

/s/ Dana Luksic
By his attorney in fact, Dana Luksic

Sterling K. Speirn

/s/ Dana Luksic
By his attorney in fact, Dana Luksic

Wenda W. Moore

/s/ Dana Luksic
By her attorney in fact, Dana Luksic

SCHEDULE 13G

EXHIBIT INDEX


Exhibit No.		Exhibit

Exhibit 24.1		Power of Attorney of The Bank of New York Mellon Corporation dated October 12, 2009.

Exhibit 24.2		Power of Attorney of James M. Jenness dated September 10, 2009.

Exhibit 24.3		Power of Attorney of Sterling K. Speirn dated September 10, 2009.

Exhibit 24.4		Power of Attorney of Wenda W. Moore dated September 10, 2009.

Exhibit 99.1		Ownership of More Than Five Percent on Behalf of Another Person.

Exhibit 99.2		Agreement Pursuant to Rule 13d-1(k)(1)(iii).

EX-24.1 2 dex241.htm POWER OF ATTORNEY OF THE BANK OF NEW YORK MELLON CORPORATION Power of Attorney of The Bank of New York Mellon Corporation

Schedule 13G

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned (each a “Company”) does hereby make, constitute and appoint each of Kenneth J. Bradle, Sri Gupta, John E. Thomas, Jr., Nicholas R. Darrow, (and any other employee of The Bank of New York Mellon Corporation, or one of its affiliates, designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings, be they written or oral, required to be made by the Company with respect to securities which may be deemed to be beneficially owned by the Company or under the Company’s investment discretion under:

•

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including those filings required to be submitted on Form 13F, Schedule 13G and Form SH, and

•

the laws of any jurisdiction other than the United States of America, including those filings made to disclose securities holdings as required to be submitted to regulatory agencies, exchanges and/or issuers,

giving and granting unto each said attorney-in-fact power and authority to correspond with issuers, regulatory authorities, and other entities as is required in support of the filings referenced above, and to act in the premises as fully and to all intents and purposes as the Company might or could do to comply with the applicable regulations if personally present by one of its authorized signatories (including, but not limited to, instructing local counsel on a Company’s behalf), hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the Company or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Bank of New York Mellon Corporation or one of its affiliates.

This Power of Attorney may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the date set forth below.


Banks/Bank Holding Companies

THE BANK OF NEW YORK MELLON CORPORATION		BNY MELLON, NATIONAL ASSOCIATION

By:	/s/ RONALD P. O’HANLEY	By:	/s/ GERALD L. HASSELL
	Ronald P. O’Hanley		Gerald L. Hassell
	Vice Chairman		President
	Date: October 12, 2009		Date: October 12, 2009

THE BANK OF NEW YORK MELLON		THE BANK OF NEW YORK MELLON

By:	/s/ GERALD L. HASSELL	By:	/s/ DONALD R. MONKS
	Gerald L. Hassell		Donald R. Monks
	President		Vice Chairman
	Date: October 12, 2009		Date: October 12, 2009


THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION		THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION

By:	/s/ KAREN A. BAYZ	By:	/s/ JOHN A. PARK
	Karen A. Bayz		John A. Park
	Managing Director and Chief Financial Officer		Executive Vice President
	Date: October 13, 2009		Date: October 9, 2009

EX-24.2 3 dex242.htm POWER OF ATTORNEY OF JAMES M. JENNESS Power of Attorney of James M. Jenness

SCHEDULE 13G

Exhibit 24.2

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned, JAMES M. JENNESS, hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, ROBERT G. MIALKI, CATHERINE NEIPORT and JOHN SCARPINITI of The Bank of New York Mellon Trust Company, N.A., and PAUL A. SVOBODA of Sidley Austin LLP, as his true and lawful attorneys-in-fact to:

(1)

execute for and on behalf of the undersigned all Schedules and other statements and amendments thereto required to be filed under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

(2)

execute for and on behalf of the undersigned Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedule or Form referred to above and the timely filing of such Schedule or Form with the United States Securities and Exchange Commission (“SEC”) and any other authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such an attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned 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 such attorneys-in-fact on behalf of the undersigned individually or on behalf of the undersigned in any fiduciary or representative capacity in which the undersigned may be acting.

The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.

The undersigned 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 hereof, including but not limited to any filing with the SEC of any Schedule or Form referred to above and any agreement to file a single Schedule 13D or 13G in accordance with Regulation §240.13d-1(k). The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 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 undersigned shall be subject to Sections 13 or 16 of the Exchange Act and the rules thereunder or until such earlier date on which written notification executed by the undersigned is filed with the SEC expressly revoking this Power of Attorney.

By this instrument, the undersigned revokes the Power of Attorney executed on February 10, 2006. Such revocation shall be effective upon filing this instrument with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 10^th day of September, 2009.

/s/ James M. Jenness

James M. Jenness


STATE OF ILLINOIS		)
		)
COUNTY OF COOK		)

I, Joyce L. Davis, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that JAMES M. JENNESS, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 10^th day of September, 2009.

/s/ Joyce L. Davis

Notary Public

My Commission Expires: 8/26/2013.

EX-24.3 4 dex243.htm POWER OF ATTORNEY OF STERLING K. SPEIRN Power of Attorney of Sterling K. Speirn

SCHEDULE 13G

Exhibit 24.3

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned, STERLING K. SPEIRN, hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, ROBERT G. MIALKI, CATHERINE NEIPORT and JOHN SCARPINITI of The Bank of New York Mellon Trust Company, N.A., and PAUL A. SVOBODA of Sidley Austin LLP, as his true and lawful attorneys-in-fact to:

(1)

(2)

execute for and on behalf of the undersigned Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder;

(3)

(4)

The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.

By this instrument, the undersigned revokes the Power of Attorney executed on January 24, 2007. Such revocation shall be effective upon filing this instrument with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 10th day of September, 2009.

/s/ Sterling K. Speirn

Sterling K. Speirn


STATE OF ILLINOIS		)
		)
COUNTY OF COOK		)

I, Joyce L. Davis, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that STERLING K. SPEIRN, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as his free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 10th day of September, 2009.

/s/ Joyce L. Davis

Notary Public

My Commission Expires: 8/26/2013.

EX-24.4 5 dex244.htm POWER OF ATTORNEY OF WENDA W. MOORE Power of Attorney of Wenda W. Moore

SCHEDULE 13G

Exhibit 24.4

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS that the undersigned, WENDA W. MOORE, hereby constitutes and appoints each of DANA LUKSIC, NATALIE M. BOGGS, ROBERT G. MIALKI, CATHERINE NEIPORT and JOHN SCARPINITI of The Bank of New York Mellon Trust Company, N.A., and PAUL A. SVOBODA of Sidley Austin LLP, as her true and lawful attorneys-in-fact to:

(1)

(2)

execute for and on behalf of the undersigned Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder;

(3)

(4)

The powers granted above may be exercised by any one of such attorneys-in-fact acting alone.

By this instrument, the undersigned revokes the Power of Attorney executed on January 30, 2009. Such revocation shall be effective upon filing this instrument with the SEC.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 10th day of September, 2009.

/s/ Wenda W. Moore

Wenda W. Moore


STATE OF ILLINOIS		)
		)
COUNTY OF COOK		)

I, Joyce L. Davis, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that WENDA W. MOORE, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that such person signed, sealed and delivered said instrument as her free and voluntary act, for the uses and purposes therein set forth.

GIVEN under my hand and notarial seal this 10th day of September, 2009.

/s/ Joyce L. Davis

Notary Public

My Commission Expires: 8/26/2013.

EX-99.1 6 dex991.htm OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Ownership of More Than Five Percent on Behalf of Another Person

SCHEDULE 13G

Exhibit 99.1

In reply to Item 6, as of December 31, 2009, The Bank of New York Mellon Trust Company, N.A., James M. Jenness, Sterling K. Speirn and Wenda W. Moore were trustees of the W. K. Kellogg Foundation Trust (the “Trust”) holding 85,436,490 Shares, or 22.4% of the Shares outstanding.

For purposes of this Schedule 13G, The Bank of New York Mellon Corporation is reporting on behalf of its subsidiaries, including The Bank of New York Mellon Trust Company, N.A., which hold Shares for various persons in various fiduciary capacities. As noted in the preceding paragraph, The Bank of New York Mellon Trust Company, N.A.’s holdings as trustee of the Trust represent 22.4% of the Shares outstanding as of December 31, 2009. Additional Shares reported on page 2 of this Schedule 13G for The Bank of New York Mellon Corporation and its subsidiaries include Shares held in fiduciary capacities for persons other than the Trust.

As of the year ending December 31, 2009, Sterling K. Speirn was a co-trustee of the Carrie Staines Trust #5977, holding 291,800 Shares.

W.K. Kellogg Foundation has an interest in Shares held in the Trust and other persons have interests in the above referred Shares held in other fiduciary capacities. Except as described hereinabove, no other person is known to receive or has the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported in this filing.

EX-99.2 7 dex992.htm AGREEMENT PURSUANT TO RULE 13D-1(K)(1)(III) Agreement Pursuant to Rule 13d-1(k)(1)(iii)

SCHEDULE 13G

Exhibit 99.2

Pursuant to Rule 13d-1(k)(1) each of the persons named below agrees to this joint filing of Schedule 13G individually and as a trustee of the W.K. Kellogg Foundation Trust and submits this exhibit as proof of its agreement with the other persons named below:



		The Bank of New York Mellon Corporation

		The Bank of New York Mellon Trust Company, N.A.

		James M. Jenness

		Sterling K. Speirn

		Wenda W. Moore

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