Exec. Life Insurance Plan

CORN PRODUCTS INTERNATIONAL, INC.
EXECUTIVE LIFE INSURANCE PLAN


Effective as of January 1, 1998, Corn Products International, Inc., a Delaware corporation ("CPI"), 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 "Corn Products 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, to provide incentives for such individuals to devote their full abilities and industry to the success and progress of the Company, and to encourage them to continue to promote the best interests of the Company. The Plan is also intended as a means of 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 ERISA (as hereinafter defined). 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 under the Predecessor Plan, as described in Section 3.2 hereof, which CPC has assigned to CPI with the Participant's consent, or an agreement executed by CPI.


(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 CPI.


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(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.


(e) "Collateral Assignment": The instrument by which the Participant assigned certain Policy Rights to CPC under the Predecessor Plan or to CPI, as the case may be to secure payment of the Liabilities, which Policy Rights CPC has assigned to CPI with the Participant's consent.


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


(g) "Company": CPI and all of its subsidiaries which participate in this Plan with the written approval of the Committee, as provided herein. CPI and its subsidiaries which participate in this Plan, and their respective effective dates of participation, 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": means CPC International Inc., a Delaware corporation.


(i) "CPI": means Corn Products International, Inc., a Delaware corporation.


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


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


(l) "Disability": A physical or mental condition which qualifies the Participant for disability benefits under CPI's long-term disability income plan for salaried employees, if any, or any similar successor program maintained by CPI; 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.


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


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


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


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


(q) "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.


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


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


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


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


(v) "Policy Year": A period of twelve consecutive months during which a Policy is in force. In the case of Policies transferred from the Predecessor Plan, the Policy Date began the first Policy Year and each anniversary thereof begins a subsequent Policy Year, provided the Policy is in force.


(w) "Predecessor Plan": means the CPC International Inc. Executive Life Insurance Plan.


(x) "Premiums": The premium payable on a Policy.


(y) "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 Reimbursement
Trigger shall occur on the later of (i) the end of the Policy
Year closest to the Participant's 65th birthday or (ii) 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


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reimbursement trigger would occur when the Participant attains
age 65 on December 31, 2009);


(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) CPI terminates the Plan with respect to all
Participants;


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


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


ARTICLE II


ADMINISTRATION OF THE PLAN


Section 2.1. Plan Administrator.


(a) 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 CPI 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.


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(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 or assumed 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.


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