Executive Life Insurance Plan

CPC INTERNATIONAL INC.


EXECUTIVE LIFE INSURANCE PLAN


Effective as of December 31, 1993, CPC International Inc., a Delaware corporation ('CPC"), hereby establishes an Executive Life Insurance Plan by the adoption of this document.


ARTICLE I


NAME, PURPOSE, AND DEFINITIONS


Section 1.1. Name. This Plan shall be known as the "CPC International Inc. Executive Life Insurance Plan."


Section 1.2. Purpose.


(a) The purpose of this Plan is to encourage certain employees of the Company, who contribute materially to the prosperity of the Company, to remain in the employ of the Company, and to provide incentives for such individuals to devote their full abilities and industry to the success and progress of the Company, and encourage them to continue to promote the best interests of the Company. The Plan is also intended as a means of attracting and retaining employees of outstanding abilities and specialized skills by providing certain benefits, including potential death benefits for their families.


(b) The benefits made available under this Plan are in addition to any death benefits provided under other plans maintained by the Company. The benefits made available under this Plan are welfare benefits, and the Plan is intended to qualify as an employee welfare benefit plan under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). These benefits shall be separate and apart from and not in any way dependent upon, connected to or related to any retirement benefits provided by the Company and shall not be deemed to be benefits under an "employee pension benefit plan" as that term is defined in ERISA.


Section 1.3. Definitions. Whenever used herein, the following words and phrases shall have the meanings ascribed to them in this Section, unless otherwise specifically defined or unless the context clearly otherwise requires:


(a) "Agreement" or "Participation Agreement": An agreement executed by CPC and a Participant, as described in Section 3.2 hereof.


(b) "Beneficiary": The beneficiary or beneficiaries designated by the Participant (in the manner required by the Insurer) to receive a portion of the death benefit as provided in Section 4.5 hereof.


(c) "Board of Directors" or "Board": The Board of Directors of CPC.


(d) "Code": The Internal Revenue Code of 1986, as amended and now in effect and as it may be amended from time to time. All citations to sections of the Code are to such sections as they may from time to time be amended or renumbered.


2


(e) "Collateral Assignment": The form by which the Participant assigns certain Policy Rights to the Company to secure payment of the Liabilities.


(f) "Committee": The Pension and Welfare Committee appointed by the Board of Directors to administer CPC's pension and welfare plans.


(g) "Company": CPC and all of its subsidiaries which participate in this Plan with the written approval of the Committee, as provided herein. CPC and its subsidiaries which participate in this Plan are listed on Exhibit A which is attached hereto and incorporated herein by this reference, and such Exhibit may be amended by the Committee from time to time.


(h) "CPC": CPC International Inc., a Delaware corporation.


(i) "Death Benefit": The proceeds payable under a Policy by reason of a Participant's death.


(i) "Default": A Participant's failure to make the reimbursement or transfer of a Policy as provided in Section 4.4 hereof.


(k) "Disability": A physical or mental condition which qualifies the Participant for disability benefits under the CPC International Inc. Long-Term Disability Income Plan for Salaried Employees or any similar successor program maintained by CPC; provided, however, if the Participant is not covered by any such plan for any reason at the time of his injury or illness, he will be under a Disability for purposes of this Plan if in the determination of the Plan Administrator in the exercise of its sole and absolute discretion based upon competent medical evidence, the Participant's physical or mental condition totally and permanently prevents the Participant, for the first twelve months, from performing the material duties of his regular occupation, and thereafter from performing the material duties of any occupation for which the Participant would have been qualified in the absence of such disability.


(1) "Dividends": Dividends declared by the Insurer on a Policy. Dividends may or may not occur.


(m) "ERISA": The Employee Retirement Income Security Act of 1974, as amended and as now in effect, or as hereafter amended.


(n) "Insurer": Northwestern Mutual Life Insurance Company, or such other insurance company as CPC may designate from time to time.


(o) "Liabilities": The amounts to which CPC is entitled under this Plan and the Agreement.


(p) "Participant": An employee of a Company who meets the conditions for participation in this Plan, and is made a participant hereunder, all in accordance with the provisions of Article III hereof.


(q) "Plan Administrator" or "Administrator": The Committee.


(r) "Policy": A life insurance policy on the life of a Participant as provided in Section 4.1 hereof.


(s) "Policy Date": The date of the Policy as shown on the specifications page of the Policy.


- 2 - 3
(t) "Policy Rights": Any and all rights, options, privileges and powers which a Policy grants to the owner of the Policy.


(u) "Policy Year": A period of twelve consecutive months during which a Policy is in force. The Policy Date begins the first Policy Year, and each anniversary thereof begins a subsequent Policy Year, provided the Policy is in force.


(v) "Premiums": The premiums payable on a Policy.


(w) "Reimbursement Trigger": The first of the following to occur:


(1) if the Participant's employment with the Company
terminates for any reason after he attains age 55 and
after the end of the 5th Policy Year, the later of
the end of the Policy Year closest to the
Participant's 65th birthday or the end of the 15th
Policy Year, provided that the Participant paid his
share of the Premiums until the later of the two
dates (for example, if the Policy Date is 12/31/93,
the Participant retires at age 55 on 12/31/99, and
pays his share of the Premiums until attaining age
65, the reimbursement trigger would occur when the
Participant attains age 65 on December 31, 2009) (as
another example, if the Policy Date is 12/31/93 and
the Participant retires at age 65 on 12/31/95, the
reimbursement trigger would occur on 12/31/95);


(2) if the Participant becomes subject to a Disability
while working for the Company and was not able to
return to work for the Company or any other employer
because of such Disability, the later of the end of
the Policy Year closest to the Participant's 65th
birthday or the end of the 15th Policy year, provided
that the Participant paid his share of the Premiums
until the later of the two dates;


(3) the Participant's employment with the Company
terminates because of his death or under any
circumstances not described in clauses (1) or (2);


(4) the Participant fails to timely pay his share of the
Premiums through withholding or otherwise at any time
for any reason;


(5) the Participant gives the Company written notice of
cancellation of the Agreement;


(6) CPC terminates the Plan with respect to all
Participants;


(7) CPC amends the Plan with respect to all Participants
which causes a Reimbursement Trigger for the
Participant; or


(8) the Participation Agreement with the Participant
terminates for any reason.


- 3 - 4


ARTICLE II


ADMINISTRATION OF THE PLAN


Section 2.1. Plan Administrator.


(a) The Plan shall be administered by the Committee as appointed by the Board of Directors from time to time. The Committee shall be the Plan Administrator of this Plan, provided that the Board of Directors, at its option, may at any time assume the responsibilities of and act as the Committee if the Board of Directors so desires. The Committee shall act in accordance with the practices and procedures established by CPC and the Committee from time to time.


(b) The Committee shall have the power to designate one or more persons, other than members of the Committee, to carry out its administrative responsibilities. Any such designation shall be made in accordance with rules prescribed by the Committee. The Committee is authorized to employ accountants, counsel, and other consultants and to employ clerical assistance as it may require in carrying out the provisions of this Plan.


(c) The Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan (except such powers as are reserved by the Board of Directors), whether or not such powers are specifically enumerated herein, but not inconsistent with any of the express terms and provisions of this Plan.


(d) The Plan Administrator shall have the power to interpret, apply, and administer the provisions of this Plan, determine any questions of fact under this Plan, resolve any ambiguities under this Plan, and make all decisions and determinations necessary under this Plan or in connection with its administration, interpretation, and application, to the full extent permitted by law. The Committee shall have the authority in its discretion to identify the employees of the Company who satisfy the eligibility requirements set forth herein and are eligible to participate in this Plan. Decisions by the Committee shall be final and binding upon all parties to the extent permitted by law.


(e) A subsidiary of CPC must obtain the prior written approval of the Committee before it may be considered a "Company" for purposes of this Plan and as described in Section 1.3(g) of this Plan, and before its employees may be eligible to participate in this Plan.


Section 2.2. Compensation of Committee Members. Unless otherwise determined by the Board of Directors, the members of the Committee shall serve without compensation for their services as such. All reasonable and necessary expenses of the Committee and its members, including but not limited to legal, accounting, and other professional fees and expenses, may be paid by CPC or reimbursed by CPC.


- 4 - 5


ARTICLE III


ELIGIBILITY, PARTICIPATION,
AND AMOUNT OF DEATH BENEFIT PAYABLE
TO PARTICIPANT'S BENEFICIARY


Section 3.1. Eligibility. Individual participation in the Plan shall be determined in the sole and a ...