1
EXHIBIT 10.17
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.
2
(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.
2
3
(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
3
4
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.
4
5
(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.
(e) A subsidiary of CPI 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 CPI or
reimbursed by CPI.
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 absolute discretion of CPI and shall be
limited to those employees of a Company who (i) were participants in the
Predecessor Plan on December 31, 1997, (ii) have consented (on a form provided
by the Committee) to the assumption by CPI of all of the responsibilities and
liabilities of CPC with respect to the applicable Policies and the assignment
by CPC to CPI of the Collateral Assignment and the participation agreement in
effect under the Predecessor Plan, and (iii) remain insurable at rates
acceptable to CPI. CPI in its sole and absolute discretion may determine that
any individual is no longer eligible to participate in this Plan. In addition,
in the sole and absolute discretion of CPI, a United States citizen working
outside the United States for a CPI affiliate on a full-time basis, and who
meets all the requirements for eligibility other than being employed by a
Company, may participate in this Plan. When an employee becomes a Participant
in this Plan, his coverage under the Company's basic and supplemental term
insurance will terminate. An employee is not ineligible to participate in this
Plan solely because
5
6
he is a member of the Board of Directors or the Committee or is a participant
in any Company plan other than the Company's basic and supplemental term
insurance plan.
Section 3.2. Participation. Each employee of the Company
eligible to be a Participant hereunder shall be required as a condition of
participation to execute such forms and documents as CPI or the Committee may
require from time to time. By means of the Participation Agreement (and any
other documents), the employee and CPI may agree to vary the terms of this Plan
as to such employee, which terms are incorporated herein by reference.
Section 3.3. Insurance Policy. Except as otherwise provided in
the Participation Agreement, the portion of the Death Benefit under the Policy
payable to the Participant's Beneficiary upon the Participant's death shall be
determined using the Schedule set forth in Exhibit B attached hereto and hereby
made a part hereof. As a Participant's salary increases to higher salary
ranges as set forth in Exhibit B, if the Participant meets the other
eligibility requirements, the Participant shall have the option of purchasing
additional life insurance coverage, subject to all of the terms and conditions
of this Plan, the Participation Agreement, the Collateral Assignment, and any
additional documents related thereto or executed to increase such coverage, all
in the manner as determined by the Committee from time to time. The salary
ranges and the portions of the Death Benefit as set forth in Exhibit B may be
changed at any time by the Committee.
ARTICLE IV
PREMIUM ARRANGEMENT
Section 4.1. Ownership of the Policy. The Participant will own
the Policy and may exercise the rights which the Policy grants to the owner,
subject to this Plan, the Participation Agreement, and the Collateral
Assignment. The Policy shall be delivered by CPC to CPI as agent for the
Participant, and the Participant hereby directs CPI to retain possession of the
Policy hereafter as his agent, provided that the Participant may request to
inspect the Policy during regular business hours, and such request shall not be
unreasonably denied.
Section 4.2. Payment of the Premiums.
(a) The Participant and CPI will each pay a portion of the
Premiums until the occurrence of a Reimbursement Trigger. The Participant will
pay such portion of each Premium as provided in the Participation Agreement,
and CPI will pay the rest of the Premium until the occurrence of a
Reimbursement Trigger. Procedurally, CPI will pay the total amount of each
Premium to the Insurer as it becomes due, and the Company shall withhold
amounts from the Participant's wages sufficient to pay his share of the
Premiums, provided that (i) to the extent specifically provided in clauses (1)
or (2) of Section 1.3(y) hereof, the Participant will be required to pay his
portion of the Premiums directly to CPI, and (ii) if a trust is a party to the
Participation Agreement rather than the Participant, the Participant's share of
the Premiums shall
6
7
be paid to CPI by the trust as required. By the execution of the Participation
Agreement, the Participant consents to the withholding.
(b) Notwithstanding anything herein to the contrary, CPI
will have no obligation to pay any portion of any Premiums after the occurrence
of a Reimbursement Trigger.
Section 4.3. CPI's Right to Reimbursement.
(a) Within 60 days following the occurrence of a
Reimbursement Trigger, the Participant must either (1) reimburse CPI for the
total Premiums CPC and CPI have paid (excluding the total amount of Premiums
paid by the Participant through withholding or otherwise), or (2) transfer
ownership of the Policy to CPI by signing such forms as CPI deems necessary.
To the extent permitted by the Insurer, the cash surrender value of the Policy
may be used to reimburse CPI for all or part of the Premiums CPC and CPI have
paid. Upon timely making such reimbursement, the Participant and CPI will
promptly cancel the Collateral Assignment and so notify the Insurer, and the
Participant will own the Policy free and clear of the Collateral Assignment.
If the Participant transfers the Policy to CPI, all of the Participant's rights
in the Policy, the Participation Agreement and this Plan will automatically
terminate, and CPI will own the Policy free and clear. If the Participant does
not timely make such reimbursement or transfer of the Policy, the Participant
will be in Default and will forfeit to CPI all Policy values. For example,
after Default CPI may surrender the Policy and receive the Policy's cash
surrender value or hold the Policy until the Participant's death and receive
the entire Death Benefit.
(b) If the Participant dies after the occurrence of a
Reimbursement Trigger and before the Participant reimburses CPI or transfers
the Policy as provided in Section 4.4(a) hereof, and before the Participant
Defaults, then in lieu of such reimbursement or transfer CPI shall be entitled
to a share of the Death Benefits as set forth in Section 4.5 below.
(c) Any payments made to CPI under a Policy in connection
with CPI's right to reimbursement as set forth in this Article IV shall be made
first from Policy values attributable to Dividends. The Participant will have
no interest in Policy values attributable to Dividends except to the extent
such values exceed CPI's interest in the Policy.
Section 4.4. Sharing of the Death Benefits. If the Participant
dies before the occurrence of a Reimbursement Trigger, the Insurer will pay
CPI, except as otherwise provided in the Participation Agreement, an amount
from the Death Benefit equal to the total Premiums paid by CPC and CPI
(excluding the Premiums the Participant paid through withholding or otherwise),
and the Participant's Beneficiary will receive the amount specified by the
Participation Agreement, which shall be the remainder of the Death Benefit.
The Death Benefit attributable to Dividends will be allocated first to CPI's
share. In no event will the amount payable to CPI exceed the Death Benefit.
The beneficiary designation provisions of the Policy
7
8
shall comply with these provisions, and in the case of any discrepancy the
terms of this Plan shall govern the distribution of the Death Benefit.
Section 4.5. Securing CPI's Rights to Reimbursement and Death
Benefits.
(a) Each Participant who signed a Participation Agreement
also signed a Collateral Assignment to secure payment of the Liabilities.
Under the Collateral Assignment, the Participant assigned to CPI (or, in the
case of a Participant in the Predecessor Plan, to CPC, which in turn assigned
to CPI (with the Participant's consent)), all of his Policy Rights, except the
following rights which the Participant retains and may exercise in his sole
discretion: (1) Policy Rights to make a gift of his interest in the Policy in
accordance with Section 4.8 hereof, (2) to designate a Beneficiary of his share
of any Death Benefit, and (3) to select any optional mode of settlement
thereof. The Policy Rights of CPI include, but are not limited to, the right
to surrender the Policy after Default and the right to exchange the Policy for
another cash value whole life insurance policy, whether issued by the Insurer
or another life insurance company.
(b) CPI may exercise any Policy Right it possesses, as it
elects in its sole and absolute discretion, subject, however, to the following
limitations:
(1) Prior to Default or plan termination, CPI
will not surrender or partially surrender the Policy, borrow
under the Policy, or withdraw cash from the Policy; and
(2) until the occurrence of a Reimbursement
Trigger, CPI will direct the Insurer to apply Dividends to
purchase paid-up additional insurance.
The foregoing will not in any way limit the rights of CPI to: (i) surrender the
Policy after Default, (ii) exchange the Policy at any time as provided in
paragraph (a) above, or (iii) direct the Insurer after the occurrence of a
Reimbursement Trigger to pay Premiums with Dividends, through the surrender of
Policy values, or through a combination of Dividends and surrendered values.
Section 4.6. The Participant's Basic and Supplemental Term
Insurance Coverage Will Be Terminated. The Company may provide employees with
basic term insurance coverage, and the Company may have an arrangement under
which employees may purchase supplemental term insurance coverage. When an
employee becomes a Participant, the basic term insurance coverage and
supplemental term insurance coverage provided thereunder will terminate on the
effective date of his participation in this Plan. The Participant consents
to the termination of such coverages and upon such termination waives, for
himself and on behalf of his Beneficiaries, any benefits under such coverages.
Section 4.7. The Participant May Make a Gift of His Interest.
The Participant may at any time make a gift of his interest in the Policy. To
do this the Participant must sign such forms as the Insurer and the Committee
may require. Upon signing such forms the recipient shall be
8
9
substituted as the owner of the Policy and shall be subject to the terms and
conditions of the Participation Agreement and the Collateral Assignment, the
recipient's rights shall be subject to this Plan, and the Participant shall
have no further interest.
Section 4.8. The Participant's Interest Is Exempt from Creditors.
Neither the Participant's nor the Beneficiary's interest in the Policy, nor any
rights in the Participation Agreement or this Plan shall be subject in any
manner to (1) any claims of any creditor of the Participant, (2) the debts,
contracts, liabilities or torts of the Participant, or (3) voluntary or
involuntary transfers to, on behalf of, or on account of any creditor of the
Participant. No future right, expectancy, distribution or payment pursuant to
this Plan to the Participant, any successor to the Participant, or any
Beneficiary, shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, whether voluntary or
involuntary, and any attempt to so anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge the same shall be void, provided that gifts
may be made as provided in Section 4.8 hereof. If any person or entity
attempts to take any action contrary to this Section, and if this Section is
enforceable under applicable law, such action will have no effect, and CPI and
the Participant will disregard the action, will not in any manner be bound by
it, and will not incur any liability on account of it or the disregard of it.
Section 4.9. Rights in the Policy. Prior to satisfaction of the
Liabilities under Section 4.4 of this Plan and in accordance with Section 4.6
of this Plan, the Participant will not sell, assign, transfer, borrow against,
surrender or cancel the Policy, nor change the Dividend election, without the
prior written consent of CPI.
Section 4.10. Merger or Consolidation of CPI. If CPI merges or
consolidates with another entity, or if another entity purchases substantially
all of the assets or outstanding stock of CPI, CPI shall either (i) arrange for
the successor or acquiring entity to assume the obligations of CPI under this
Plan and the Participation Agreements so that the Participants' rights will
continue, or (ii) arrange for a trust to be established which shall assume the
obligations of CPI under this Plan and the Participation Agreements so that the
Participants' rights will continue. Such a trust would be funded with CPI's
interest in the Policies under the Collateral Assignments and its related
rights and any amounts necessary to pay CPI's share of all of the future
Premiums on the Policies of all Participants (until the anticipated occurrence
of a Reimbursement Trigger). The establishment, funding, and the provisions of
such a trust would be determined in the sole and absolute discretion of CPI.
Section 4.11. Cooperation. The Participant and CPI will take
such action as is necessary to carry out the provisions of this Plan with
the intention of maintaining a split-dollar insurance arrangement between the
Participant and CPI. The Participant will sign such forms as CPI, the
Committee or the Insurer may require as a condition of participation.
9
10
ARTICLE V
CLAIM PROCEDURE
Section 5.1. Claim Procedure.
(a) Claims for benefits under the Plan shall be submitted in
writing to the Committee or a person designated by the Committee for this
purpose.
(b) The Administrator shall provide notice in writing to any
person whose claim for benefits has been denied within 90 days after the
receipt of the claim. Such 90-day notice shall be extended for an additional
90 days if the Administrator determines that such an extension of time is
necessary to process the claim and so advises the claimant within 90 days after
the receipt of the claim. Such notice shall set forth the specific reason or
reasons for the denial and shall be written in a manner calculated to be
understood by the recipient. Such notice shall also refer specifically to
pertinent Plan provisions on which the denial is based; shall describe any
additional material or information necessary for the claimant to perfect his
claim; and shall explain why such material or information is necessary. Such
notice shall also explain the Plan's claims review procedure. A claim for
benefits shall be deemed denied for purposes of proceeding to the review stage
if the Administrator does not provide written notice to the claimant within the
foregoing time period.
(c) The Committee shall afford to any person whose claim for
benefits has been denied a reasonable opportunity for a full and fair review of
the decision denying the claim. The claimant or his duly authorized
representative shall request such review in writing not more than 90 days after
receipt by the claimant of written notification of denial of his claim. Within
60 days after, or as part of, a timely request for review, the claimant may
submit issues and comments in writing and may review pertinent documents.
(d) Upon receipt of a timely request for review, the
Committee may, in its discretion, designate one or more persons to hear the
claimant's request and inquire into the merits of the claim. Such designee(s)
shall meet promptly with the claimant and his duly authorized representative
and shall hear such arguments and examine such documents as the claimant or his
representative shall present. The designee(s) shall then report his (their)
findings to the Committee orally or in writing.
(e) A decision of the Committee on review of a claim shall
be in writing and shall include specific reasons for the decision, written in a
manner calculated to be understood by the claimant and setting forth specific
references to the pertinent Plan provisions on which the decision is based.
The decision shall be made promptly but not later than 60 days after receipt of
a request for review, unless special circumstances require an extension of time
for processing. In such case, the claimant shall be advised in writing prior
to the expiration of the initial 60-day
10
11
period that a decision shall be rendered as soon as possible, but not later
than 120 days after receipt of a request for review. A claim shall be deemed
denied on review if the decision on review is not furnished to the claimant
within the foregoing time period.
ARTICLE VI
AMENDMENT AND TERMINATION OF PLAN
Section 6.1. Amendment and Termination of the Plan. CPI shall
have the right to amend this Plan in any respect, in whole or in part, or may
terminate this Plan, at any time and from time to time, subject to the
Participants' rights, if any, established at such time pursuant to the
Participation Agreements (the definition of Reimbursement Trigger under Section
1.3(y) hereof includes a termination of this Plan and any amendment of this
Plan which causes a Reimbursement Trigger). Such action may be accomplished
through duly authorized action by the Board of Directors of CPI or, with
respect to amendments only, through duly authorized action of the Plan
Administrator.
ARTICLE VII
MISCELLANEOUS
Section 7.1. No Guarantee of Employment. Neither this Plan nor
any action taken hereunder shall be construed as a contract of employment
between the Company and any Participant, to be a consideration for, or an
inducement or condition of, the employment of a Participant, or as giving any
Participant any right to be retained in the employ of the Company, or to
interfere with the right of the Company to discharge any Participant at any
time.
Section 7.2. Gender and Number. For purposes of this Plan
document, the masculine pronouns shall be construed to include the feminine,
the feminine shall be construed to include the masculine, the singular to
include the plural, and the plural to include the singular.
Section 7.3. Additional Information. Each Participant, and each
employee who is eligible to participate in the Plan and desires to participate
in the Plan, shall furnish to the Company such documents, evidence or other
information as is necessary or desirable for the purpose of administering this
Plan, and it shall be a condition of participation in this Plan that each such
employee furnish such information promptly and sign such documents as the
Committee may require before any benefit becomes payable under this Plan.
Section 7.4. Incapacity of Recipient. If the Committee
determines that any person entitled to payments under this Plan is incapable of
personally receiving any such payment, then, unless and until a claim shall
have been made by a duly appointed legal guardian or other legal representative
of such person, the Committee may cause any or all payments hereunder becoming
11
12
due to such person to be made to any other person or institution for the
incapable person's benefit if such person or institution is then contributing
toward or providing for the care and maintenance of the incapable person, and
neither the Committee nor CPI shall have any responsibility to follow the
application of amounts so paid. Payments made pursuant to this provision shall
completely discharge CPI, the Committee, and the Plan of any liability for or
in any way relating to such payments.
Section 7.5. Applicable Law. This Plan and all rights hereunder
are governed by ERISA, and to the extent that any state law is applicable, the
provisions of this Plan shall be construed, regulated, and administered under
the laws of the State of Illinois (without regard to its conflict of law
rules).
12
13
IN WITNESS WHEREOF, CPI has caused this Plan to be adopted by its duly
authorized officer as of January 1, 1998.
(SEAL) CORN PRODUCTS
INTERNATIONAL, INC.
ATTEST:
By: By:
------------------------- -------------------------
Print Name: Print Name:
Secretary Print Title:
13
14
EXHIBIT A
PARTICIPATING COMPANIES
COMPANY EFFECTIVE DATE OF PARTICIPATION
Corn Products International, Inc. January 1, 1998
Enzyme Bio-Systems Ltd. January 1, 1998
14
15
EXHIBIT B
SCHEDULE OF PORTION OF POLICY
DEATH BENEFIT PAYABLE TO THE PARTICIPANT'S BENEFICIARY
PORTION OF POLICY
RANGE OF EMPLOYEE'S DEATH BENEFIT PAYABLE
ANNUAL BASE SALARY TO THE PARTICIPANT'S BENEFICIARY
$ 70,000.00 - $ 79,999.99 $ 250,000.00
$ 80,000.00 - $ 99,999.99 $ 350,000.00
$100,000.00 - $149,999.99 $ 500,000.00
$150,000.00 - $199,999.99 $ 750,000.00
$200,000.00 - $299,999.99 $1,000,000.00
$300,000.00 or more $1,500,000.00
15