As filed with the Securities and Exchange Commission on January 3, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CPC INTERNATIONAL INC.
(Exact name of issuer as specified in its charter)
Delaware 36-2385545
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
International Plaza
Englewood Cliffs, New Jersey 07632
(Address of Principal (Zip Code)
Executive Offices)
CPC BAKING BUSINESS SAVINGS PLAN
(Full title of the Plan)
John B. Meagher, Esq.
Secretary
CPC International Inc.
International Plaza
Englewood Cliffs, NJ 07632
(Name and address of agent for service)
(201) 894-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Amount
Each Class of Amount Offering Aggregate Of
Securities To Be Price Per Offering Registration
To Be Registered Registered* Share* Price* Fee*
Common Stock, 200,000 Shs. $76.69 $15,338,000 $4,647.88
par value of $.25
per share
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(1) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee. Estimate based on the average of the high and low
share prices reported on the New York Stock Exchange for January 2,
1997.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by CPC International Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") and
are incorporated by reference into this registration statement:
(a) the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995;
(b) the Registrant's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) the Registrant's Current Reports on Form 8-K dated January 9,
1996 and January 26, 1996; and
(d) the description of the Registrant's Common Stock that is
contained in its registration statements filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any
amendment or report filed under the Exchange Act for the purpose of
updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing such documents. Any statement contained in
a document incorporated/or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock reserved for issuance under
the CPC Baking Business Savings Plan has been passed upon for the Company by
Clifford B. Storms, Esq., Senior Vice President and General Counsel of the
Company. Mr. Storms beneficially owns shares of Common Stock and currently
exercisable options to purchase shares of Common Stock.
Item 6. Indemnification of Officers and Directors.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Registrant are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorneys'
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer, if they acted in good faith and
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in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful; provided, that no indemnification may be made against expenses in
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct. Article VII of the
Registrant's By-Laws entitles officers, directors and controlling persons of the
Registrant to indemnification to the full extent permitted by Section 145 of
DGCL, as the same may be supplemented or amended from time to time.
Article VII of the Bylaws of CPC International Inc. provides:
"Indemnification
Section 1. Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he, or a person for whom he is the legal
representative, is or was a director, officer or employee of the Company or is
or was serving at the request of the Company as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, shall be indemnified
by the Company to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes, penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection with such service; provided,
however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by him only if such
proceeding was authorized by the Board of Directors, either generally or in the
specific instance. The right to indemnification shall include the advancement of
expenses incurred in defending any such proceeding in advance of its final
disposition in accordance with procedures established from time to time by the
Board of Directors; provided, however, that, if the Delaware General Corporation
Law so requires, the director, officer or employee shall deliver to the Company
an undertaking to repay all amounts so advanced if it shall ultimately be
determined that he is not entitled to be indemnified under this Article or
otherwise.
Section 2. The rights of indemnification provided in this Article shall
be in addition to any rights to which any person may otherwise be entitled by
law or under any By-law, agreement, vote of stockholders or disinterested
directors, or otherwise. Such rights shall continue as to any person who has
ceased to be a director, officer or employee and shall inure to the benefit of
his heirs, executors and administrators, and shall be applicable to proceedings
commenced after the adoption hereof, whether arising from acts or omissions
occurring before or after the adoption hereof.
Section 3. The Company may purchase and maintain insurance to protect
any person against any liability or expense asserted against or incurred by such
person in connection with any proceeding, whether or not the Company would have
the power to indemnify such person against such liability or expense by law or
under this Article or otherwise. The Company may create a trust fund, grant a
security interest or use other means (including, without limitation, a letter of
credit) to insure the payment of such sums as may become necessary to effect
indemnification as provided herein."
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The Registrant has entered into separate indemnification agreements
with directors and officers of the Registrant, pursuant to which the Registrant
will indemnify such directors and officers to the fullest extent permitted by
Delaware law and the Registrant's By laws, as the same may be amended from time
to time.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
Item 7. Exemptions from Registration Claimed. Not Applicable.
Item 8. Exhibits.
4 CPC Baking Business Savings Plan
5 Opinion regarding legality of shares to be offered.
23(i) Consent of KPMG Peat Marwick.
23(ii) Consent of Clifford B. Storms, Esq. (included in Exhibit 5)
24 Powers of Attorney authorizing execution of registration statement
of Form S-8 on behalf of certain directors of Registrant.
Item 9. Undertaking.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10 (a) (3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) that,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S- 3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
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<PAGE>
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) For purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13 (a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered herein the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) To comply in a timely manner with any changes to the CPC
Baking Business Savings Plan (the "Plan") required by the Internal
Revenue Service (the "IRS") in order to obtain a favorable
determination letter from the IRS in a timely manner.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Borough of Englewood Cliffs, and the State of New Jersey, on this 3rd day of
January 1997.
CPC INTERNATIONAL INC.
By: /s/John B. Meagher
-------------------------
Name: John B. Meagher
Title: Secretary
Each of the undersigned officers and directors of the
Registrant hereby severally constitutes and appoints Charles R. Shoemate,
Clifford B. Storms and John B. Meagher, their true and lawful attorney-in-fact
for the undersigned, in any and all capacities, with full power of substitution,
to sign any and all amendments to this Registration Statement (including
post-effective amendments), and to file the same with exhibits thereto and other
documents in connection therewith, with the Commission, granting unto each said
attorneys-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and
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about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/Charles R. Shoemate Chairman, President, Chief January 3, 1997
- ------------------------ Executive Officer and Director
Charles R. Shoemate
/s/Konrad Schlatter Senior Vice President and January 3, 1997
- ------------------------ Chief Financial Officer
Konrad Schlatter
/s/James W. Ripley Comptroller and Principal January 3, 1997
- ------------------------ Accounting Officer
James W. Ripley
* Director January 3, 1997
- ------------------------
Theodore H. Black
* Director January 3, 1997
- ------------------------
Alfred C. DeCrane, Jr.
* Director January 3, 1997
- ------------------------
William C. Ferguson
* Director January 3, 1997
- ------------------------
Robert J. Gillespie
* Director January 3, 1997
- ------------------------
Ellen R. Gordon
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* Director January 3, 1997
- ------------------------
George V. Grune
* Director January 3, 1997
- ------------------------
Leo I. Higdon, Jr.
* Director January 3, 1997
- ------------------------
Richard G. Holder
* Director January 3, 1997
- ------------------------
Eileen S. Kraus
* Director January 3, 1997
- ------------------------
Alain Labergere
* Director January 3, 1997
- ------------------------
William S. Norman
* By:/s/John B. Meagher
-------------------
John B. Meagher
Attorney-in-fact
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The Plan. Pursuant to the requirements of the Securities Act
of 1933, as amended, the Plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Englewood Cliffs and the State of New Jersey, on
this 3rd day of January 1997.
CPC BAKING BUSINESS SAVINGS PLAN
By: /s/Steven F. Patterson
-----------------------------
Name: Steven F. Patterson
Title: Plan Administrator
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EXHIBIT 4
CPC BAKING BUSINESS
SAVINGS PLAN
Effective October 2, 1995
<PAGE>
TABLE OF CONTENTS
Article Page
1. Definitions...................................... 1
2. Eligibility and Membership....................... 7
3. Member Contributions and Deferred Contributions.. 9
4. Company Contributions............................ 16
5. Limitations on Amount of Contributions
and Benefit Accruals............................. 17
6. Investment of the Trust Fund and
Plan Accounts.................................... 19
7. Credits to Members............................... 24
8. Units............................................ 25
9. Normal Form of Payments Upon Retirement
or Disability.................................... 26
10. Optional Payments Upon Disability................ 28
11. Payments Upon Death.............................. 29
12. Payments Upon Termination of Service Other
Than by Death, Disability, or Retirement......... 31
13. Withdrawal of Contributions and Loans............ 32
14. Distribution of Excess Amounts................... 36
15. Administration of the Plan....................... 40
16. Claims Procedure................................. 44
17. Amendment or Discontinuance of the Plan.......... 46
18. Top-Heavy Provisions............................. 48
19. General Provisions............................... 51
Exhibit I........................................ 55
<PAGE>
INTRODUCTION
The CPC Baking Business Savings Plan is a single plan which is intended to
qualify as (i) a profit-sharing plan within the meaning of Sections 401(a) and
401(a)(27)(B) of the Code, and (ii) a qualified cash or deferred arrangement
under Section 401(k).
<PAGE>
ARTICLE 1
Definitions
The following words and phrases shall, for the purpose of this Plan and
any subsequent amendment thereof, have the following meanings, unless a
different meaning is plainly required by the context:
1.1 "Affiliated Company" means (i) any corporation which is a member of
a controlled group of corporations (as defined in Section 414(b) of the Code)
which includes the Company, (ii) any trade or business (whether or not
incorporated) which is under common control (as defined in Section 414(c) of the
Code) with the Company, (iii) any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in Section 414(m)
of the Code) which includes the Company; and (iv) any other entity required to
be aggregated with the Company pursuant to regulations under Section 414(o) of
the Code; provided, however, that such corporation, trade or business,
organization, or other entity shall be deemed to be an Affiliated Company only
during the period in which the particular relationship existed.
1.2 "Board of Directors" means the Board of Directors of CPC Baking
Co., Inc., as constituted from time to time.
1.3 "Cancellation Value" means the dollar value of those Units which
are converted into cash on a Valuation Date for distribution to a Member or his
beneficiary in connection with a withdrawal, distribution upon death, retirement
or other termination of service, or otherwise.
1.4 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
1.5 "Company" means each of Entenmann's, Inc., Charles Freihofer
Baking Company, Inc. and Boboli Co. and any subsidiary or affiliated corporation
which adopts this Plan.
1.6 "Company Contribution" means a contribution made by the Company,
other than a Deferred Contribution, to a Member's account pursuant to the terms
of the Plan as in effect at the applicable time.
1.7 "Company Unit" means a Unit credited to a Member which is
attributable to Company Contributions under Section 4.1.
1.8 "Compensation" means the amounts actually paid or made available to
the Member during the Plan Year for personal services rendered in the course of
his employment with the Company and includable in gross income as wages, salary,
<PAGE>
2
commissions, tips, bonuses, overtime and other premium pay, plus any amounts
contributed by the Company pursuant to a salary reduction agreement and which is
not includable in gross income under sections 125, 402(a)(8), 402(h) or 403(b)
of the Code, but excluding (even if includable in gross income) reimbursements
or other expense allowances, fringe benefits and other non-cash compensation,
deferred bonuses, dividends on stock granted under a management incentive
compensation or stock ownership program or a restricted stock plan, cash
payments or stock distribution made under a restricted stock plan, long term
incentive plan or stock option plan, any cash or stock payments under a phantom
stock program, proceeds from the exercise of stock options, lump sum severance
pay, tuition or moving expense reimbursements, and bonuses, incentive
compensation, vacation pay or any other compensation (other than salary
continuation payments) paid subsequent to termination of employment.
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
compensation of each Member taken into account under the Plan shall not exceed
the OBRA '93 annual compensation limit. The OBRA '93 annual compensation limit
is S150,000, as adjusted by the Commissioner for increases in the cost of living
in accordance with section 401(a)(17)(B) of the Internal Revenue Code. The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which compensation is determined (determination
period) beginning in such calendar year. If a determination period consists of
fewer than 12 months, the OBRA '93 annual compensation limit will be multiplied
by a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12. For Plan Years
beginning on or after January 1, 1994, any reference in this Plan to the
limitation under Section 401(a)(17) of the Code shall mean the OBRA '93 annual
compensation limit set forth in this provision. If compensation for any prior
determination period is taken into account in determining an employee's benefits
accruing in the current Plan Year, the compensation for that prior determination
period is subject to the OBRA '93 annual compensation limit in effect for that
prior determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or after
January 1, 1994, the OBRA '93 annual compensation limit is $150,000.
1.9 "Date of Hire" means the date on which an individual completes his
first Hour of Service.
1.10 "Deferred Contribution" means a contribution made by the Company
for a Member pursuant to a request by the Member to reduce his otherwise payable
compensation as provided in Section 3.3.
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3
1.11 "Deferred Contribution Unit" means a Unit credited to a Member
which is attributable to a Deferred Contribution under Section 3.3.
1.12 "Disabled Member" means a Member who, on account of physical or
mental disability, is no longer capable of engaging in any occupation or
employment whatsoever for remuneration or profit, if such disability continues
for at least six months, and if it is demonstrated to the satisfaction of the
Committee that such disability will be permanent and continuous for the
remainder of his life.
1.13 "Effective Date" means October 2, 1995.
1.14 "Employee" means a salaried employee of the Company; provided,
however, that an employee shall not be an Employee if such employee is, or
becomes, a member of a collective bargaining unit for which retirement benefits
were the subject of good faith bargaining between the Company and the
representatives of such unit unless eligibility for participation in this Plan
is provided for by an agreement between the Company and such representatives.
The term "Employee" does not include a "leased employee" within the meaning of
Section 414(n)(2) of the Code. If any person who was formerly such a "leased
employee" becomes an Employee, his period of employment as such a "leased
employee" shall be treated as employment as an Employee for purposes of
determining his Years of Service.
1.15 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
1.16 "Fund" or "Funds" means the Funds specified in Section 6.1 for
investment of Contributions.
1.17 "Hour of Service" means each hour for which
(a) an individual is paid, directly or indirectly, or entitled to
payment, for the performance of duties for the Company during the
applicable computation period;
(b) an individual is paid, directly or indirectly, or entitled to
payment, by the Company on account of a period of time during
which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty,
military duty or leave of absence, except that:
(i) no more than 501 hours shall be credited to an
individual on account of any single continuous period
during which the individual performs no duties
(whether or not such period occurs in a single
computation period); and
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4
(ii) no credit shall be given for any hour attributable,
directly or indirectly, to a payment made or due
under a plan maintained solely for the purpose of
complying with applicable worker's compensation,
unemployment compensation or disability insurance
laws, or to reimburse an individual for medical or
medically related expenses incurred by the
individual; and
(c) an individual receives back pay, irrespective of mitigation of
damages, under an award or an agreement with the Company. No hour
shall be credited under both this subsection (c) and under
subsection (a) or subsection (b), as the case may be. In
addition, hours credited under this subsection which are
attributable to periods referred to in subsection (b) shall be
subject to the limitations set forth in that subsection.
The special rules provided in Department of Labor Regulation Section
2530.200b-2(b) and (c) shall be used to determine the number of hours to be
credited for periods during which no duties are performed and for back pay
awards, and the computation periods to which they are to be credited under
subsections (b) and (c). For the purpose of this section, "computation period"
shall be the period referred to in Section 1.33 and "Company" shall include any
Affiliated Company.
To the extent Section 1.35 credits Service not credited under this Section, the
provisions of Section 1.35 will govern for the purpose of determining the number
of Hours of Service completed. For the purpose of determining a Member's
nonforfeitable right to Company Units under Article 12, if, with the approval of
the Pension Committee, he is on a leave of absence, temporary lay-off or in
service with a foreign affiliated corporation, he will be credited for each
month of such period with as many Hours of Service as he customarily works in a
month.
1.18 "Member" means an Employee who becomes a Member pursuant to
Article 2.
1.19 "Member Contribution" means a contribution made by a Member under
Section 3.1.
1.20 "Member Unit" means a Unit credited to a Member which is
attributable to Member Contributions under Section 3.1.
1.21 "Non-Contributory Plan" means the CPC International Inc.
Non-Contributory Retirement Income Plan as amended from time to time.
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5
1.22 "Pension Committee" or "Committee" means the committee referred
to in Article 15.
1.23 "Plan" means this CPC Baking Business Savings Plan as amended
from time to time.
1.24 "Plan Administrator" or "Administrator" means the individual
referred to in Section 15.9.
1.25 "Plan Year" means October 2, 1995 through December 31, 1995 and
such subsequent 12-month period ending on each December 31.
1.26 "Retirement Date" means the date a Member terminates service
after he attains age 65.
1.27 "Service" means regular active employment of an Employee with the
Company. For all purposes of the Plan, except the rights to obtain a Member loan
under Section 13.11, to make a withdrawal under Article 13, or to make
contributions or have contributions made on behalf of an individual, Service
shall include (i) regular active employment other than as an Employee with the
Company or any Affiliated Company, and (ii) leaves of absence, temporary layoff,
and service with a foreign affiliated corporation, upon approval of the Pension
Committee on a uniform and nondiscriminatory basis. Approved leaves of absence
shall include but not be limited to periods while a Disabled Member, periods of
military service during wartime or as a draftee in the Armed Forces of the
United States and periods of any other military service for which a leave of
absence is granted by the Company, provided the Employee returns to Service
after the leave of absence expires (except for a leave granted to a Disabled
Member), or after military service within the period specified for protection of
re-employment rights under applicable statutes then in force or within such
other periods specified by the Pension Committee.
1.28 "Termination Date" means the date on which a Member's employment
with the Company and Affiliated Companies terminates for any reason.
1.29 "Trust Agreement" means the trust agreement or trust agreements,
as amended from time to time, between the Company and the Trustee or Trustees,
established for the purpose of funding the benefits under the Plan.
1.30 "Trust Fund" means all money or other property which shall be
held by the Trustee pursuant to the terms of the Trust Agreement.
1.31 "Trustee" means the trustee or trustees acting as such under the
Trust Agreement, including any successor or successors.
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6
1.32 "Unit" means a share in the market value of the Trust Fund
referred to in Article 6.
1.33 "Valuation Date" means any date on which the New York Stock
Exchange is open for trading.
1.34 "Year of Service" means each Plan Year during which any
individual completes 1,000 or more Hours of Service. This shall include any
Years of Service recognized under the Kraft General Foods Thrift Plan.
1.35 Masculine pronouns include the feminine as well as the masculine
gender.
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7
ARTICLE 2
Eligibility and Membership
2.1 Participation in the Plan is entirely voluntary. An eligible
employee who elects to participate shall become a Member and commence
participation on the date determined under Section 2.2. Subject to the
conditions and limitations of the Plan, each individual who was eligible to be a
Member in the Kraft General Foods Thrift Plan immediately prior to the Effective
Date will continue to be eligible to be a Member on and after that date, and
each other employee of a Company who was not eligible to be a Member immediately
prior to the Effective Date will be eligible to participate in the Plan as of
the first day of the month following the date he meets the following eligibility
requirements:
(a) he has completed one Year of Service;
(b) contributions are not being made on his behalf to another defined
contribution plan intended to be qualified under section 401(a)
of the Code that is sponsored by a Company or an Affiliated
Company; and
(c) he is not a member of a group of employees who have specifically
been excluded from participation in the Plan by Committee action.
Notwithstanding the foregoing provisions of this Section, if an individual is
employed or reemployed by the Company on or after the date on which he first
completes one Year of Service, he shall be eligible to become a Member in the
Plan on the first day of the first calendar month on which he meets the
requirements of paragraphs (b) and (c) of this Section.
2.2 Each Employee eligible to participate in the Plan is required to
make an election to participate prior to his commencement of participation in
the Plan. An Employee may elect to commence participation in the Plan on the
first day of the first calendar month coincident with or next following the date
he has satisfied the eligibility requirements set forth in Section 2.1. If an
eligible Employee does not properly elect to commence participation on such
date, he may commence his participation on the first day of any subsequent
month.
2.3 If an individual ceases to meet the eligibility requirements of
Section 2.1, such individual shall be considered an inactive Member in the Plan
as long as any amount is credited to his accounts under the Plan, and:
(a) no contributions shall be made by or for him;
<PAGE>
8
(b) he may not obtain a loan after he has ceased to be an active
employee of the Company or an Affiliated Company; and
(c) he may not make a hardship withdrawal after he ceases to be an
employee of the Company or an Affiliated Company.
<PAGE>
9
ARTICLE 3
Member Contributions and Deferred Contributions
3.1 Subject to the limitations prescribed in Sections 3.7 and 5.1, a
Member may elect in the manner prescribed by the Plan Administrator to
contribute periodically to the Trust Fund a whole percentage not less than 1%
nor more than 16% of his Compensation for such period. Such contributions shall
be made through regular payroll deductions beginning on the first day of the
payroll period which is at least one day following receipt by the Plan
Administrator of the Member's election. No contributions shall be made by a
Member subsequent to the Valuation Date coincident with or immediately preceding
his last day of Service. In no event shall the total of Member Contributions
under this Section 3.1 and Deferred Contributions under Section 3.3 be more than
16% of the Member's Compensation during any period in which contributions are
made.
3.2 The contributions referred to in Section 3.1 shall be entirely
voluntary on the part of a Member. A Member may revoke his election to
contribute at any time or he may change the rate of his contributions within the
percentage limits permitted under Section 3.1 at any time by notifying the Plan
Administrator in the manner specified by the Plan Administrator. A change in the
rate of contributions or revocation of an election to contribute becomes
effective on the first day of the payroll period which is at least one day
following the date on which the Plan Administrator has received notification of
such change. Member Contributions shall be suspended during any approved leave
of absence or any other period which is included as Service under Section 1.35
and for which a Member does not receive Compensation, other than a leave which
has a duration of less than one full payroll period. Such Member may not begin
to contribute under Section 3.1 until the first day of the next calendar month
following the date on which he resumes receiving Compensation.
3.3 Subject to the limitations prescribed in Sections 3.5, 3.6 and 5.1,
a Member may elect to have the Company contribute periodically to the Trust Fund
as a Deferred Contribution any whole percentage not less than 1% nor more than
16% of his Compensation for such period in lieu of being paid such Compensation
in cash. In no event shall the total of Member Contributions under Section 3.1
and Deferred Contributions under this Section 3.3 be more than 16% of the
Member's Compensation during any period in which contributions are made.
3.4 The election to have contributions made on behalf of the Member
under Section 3.3 shall be entirely voluntary on the part of the Member. A
Member may revoke his election to have contributions made on his behalf at any
time or he may elect to <PAGE>
10
change the rate of Deferred Contributions made on his
behalf within the percentage limits permitted under Section 3.3 at any time by
notifying the Plan Administrator in the manner specified by the Plan
Administrator, but no such action shall become effective until the first day of
the payroll period which is at least one day following the date on which the
Plan Administrator has received notification of such change. Deferred
Contributions shall be suspended during any approved leave of absence or any
other period which is included as Service and for which a Member does not
receive Compensation, other than a leave which has a duration of less than one
full payroll period. Such Member may not resume having Deferred Contributions
made on his behalf under Section 3.3 until the first day of the next calendar
month following the date on which he resumes receiving Compensation.
3.5 Effective as of January 1, 1987, no Member shall be permitted to
have Deferred Contributions made on his behalf under the Plan, and all other
tax-qualified plans maintained by the Company or any Affiliated Company, during
any Plan Year in excess of $7,000, as adjusted for cost-of-living increases to
the extent permitted by Section 402(g)(5) of the Code.
3.6 Any other provision of the Plan to the contrary notwithstanding,
the Plan Administrator shall limit the amount of Deferred Contributions made on
behalf of each "Highly Compensated Member" (as defined below) pursuant to
Section 3.3 to the extent necessary to ensure that the "Actual Deferral
Percentage" (as defined below) for Highly Compensated Members for any Plan Year
bears such a relationship to the Actual Deferral Percentage for all other
"Eligible Members" (as defined below) for such Plan Year that either of the
following tests is satisfied:
(a) the Actual Deferral Percentage for the group of Highly
Compensated Members is not more than the Actual Deferral
Percentage for the group of all other Eligible Members multiplied
by 1.25; or
(b) the excess of the Actual Deferral Percentage for the group of
Highly Compensated Members over that for the group of all other
Eligible Members is not more than two percentage points, and the
Actual Deferral Percentage for the group of Highly Compensated
Members is not more than the Actual Deferral Percentage for the
group of all other Eligible Members multiplied by 2.
For purposes of Sections 3.6, 3.7, 3.8 and Article 14:
"Actual Deferral Percentage" means, for a specified group of
Eligible Members for a Plan Year, the average of the ratios
(calculated separately for each Member in such group) of
<PAGE>
11
(i) the amount of Deferred Contributions actually payable to the
Trust Fund under Section 3.3 on behalf of each such Member
for such calendar year (but excluding any such contributions
taken into account in determining the Actual Contribution
Percentage described in Section 3.7, provided that the
Actual Deferral Percentage test is satisfied both with and
without exclusion of the applicable Deferred Contributions),
to
(ii) such Member's Applicable Compensation for such calendar year
earned while an Eligible Member.
"Applicable Compensation" means compensation as defined in
Section 414(s) of the Code, including amounts contributed as
Deferred Contributions. In determining a Member's Compensation
for purposes of the limitation, the rules of Section 414(q)(6) of
the Code shall apply, except that in applying such rules, the
term "family" shall include only the Member's spouse and any
lineal descendants who have not attained age 19 before the close
of the Plan Year. If as a result of the application of such rules
the limitation, is exceeded, then the limitation shall be
prorated among the affected Members in proportion to each such
Member's Compensation determined under this Section prior to the
application of this limitation. The annual compensation of each
Member taken into account under the Plan as Applicable
Compensation shall not exceed the OBRA '93 annual compensation
limit. The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner for increases in the cost of living
in accordance with section 401(a)(17)(B) of the Internal Revenue
Code. The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which
compensation is determined (determination period) beginning in
such calendar year. If a determination period consists of fewer
than 12 months, the OBRA '93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which
is 12. For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under Section 401(a)(17)
of the Code shall mean the OBRA '93 annual compensation limit set
forth in this provision. If compensation for any prior
determination period is taken into account in determining an
employee's benefits accruing in the current Plan Year, the
compensation for that prior determination period is subject to
the OBRA '93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning
on or after January 1, 1994, the OBRA '93 annual compensation
limit is $150,000.
<PAGE>
12
"Eligible Member" means a Member who is authorized under the
terms of the Plan to have Deferred Contributions or Member
Contributions allocated to his account.
"Family Member" means an individual described in Section
414(q)(6)(B) of the Code.
"Highly Compensated Member" means an Eligible Member who is a
"highly compensated employee" within the meaning of Section
414(q) of the Code.
For purposes of this Section, the Actual Deferral Percentage for any Highly
Compensated Member for the Plan Year who is eligible to have contributions
allocated to his account under two or more cash or deferred arrangements
described in Section 401(k) of the Code that are maintained by the Company or an
Affiliated Company shall be determined as if all such cash or deferred
arrangements were a single arrangement. In the event that this Plan satisfies
the requirements of Section 401(a)(4) or 410(b) of the Code only if aggregated
with one or more other plans, or if one or more other plans satisfy the
requirements of such sections of the Code only if aggregated with this Plan,
then this Section shall be applied by determining the Actual Deferral Percentage
of Eligible Members as if all such plans were a single plan.
For purposes of determining the Actual Deferral Percentage of a Highly
Compensated Member, the Deferred Contributions and Applicable Compensation of
such Member shall include the Deferred Contributions and Applicable Compensation
of Family Members, and such Family Members shall be disregarded in determining
the Actual Deferral Percentage for Eligible Members who are not Highly
Compensated Members.
To the extent necessary to comply with one of the foregoing tests for any such
Plan Year, and to the extent permitted by applicable rules and regulations, the
Plan Administrator may recharacterize for a year all or a portion of the
Deferred Contributions for Members who are Highly Compensated Members and treat
such Deferred Contributions as having been paid to such Members and contributed
by them to the Plan as Member Contributions pursuant to Section 3.1. Such
recharacterization shall occur prior to determining the Actual Contribution
Percentage under Section 3.7, and such recharacterized contributions shall be
treated as Member Contributions for purposes of Section 3.7. Recharacterized
contributions shall be treated as though such amounts were Deferred
Contributions for all other purposes, including the distribution and withdrawal
provisions in Sections 12 and 13 hereof. To the extent that any amounts may not
be contributed by a Member pursuant to the applicable Plan limitations, such
amounts shall be distributed to the appropriate Members pursuant to Section
14.2. <PAGE>
13
All amounts of Deferred Contributions shall be paid to the Trustee only if the
Company in good faith believes that such amounts do not exceed the maximum
permissible pursuant to the limitations described in this Section 3.6 and
applicable law, rules and regulations. If any amount in excess of the maximum
permitted is paid to the Trustee before discovering that the amount exceeds the
limitation, such amount shall be deemed to have been contributed to the Plan as
a result of a mistake of fact.
3.7 Any other provision of the Plan to the contrary notwithstanding,
the Plan Administrator shall limit the amount of Member Contributions and the
amount of Matching Allocations (as defined below) made on behalf of each "Highly
Compensated Member" to the extent necessary to ensure that the "Actual
Contribution Percentage" (as defined below) for Highly Compensated Members for
any Plan Year bears such relationship to the Actual Contribution Percentage for
all other Eligible Members for such Plan Year that either of the following tests
is satisfied:
(a) the Actual Contribution Percentage for the group of Highly
Compensated Members is not more than the Actual Contribution
Percentage for the group of all other Eligible Members multiplied
by 1.25; or
(b) the excess of the Actual Contribution Percentage for the group of
Highly Compensated Members over that for the group of all other
Eligible Members is not more than two percentage points, and the
Actual Contribution Percentage for the group of Highly
Compensated Members is not more than the Actual Contribution
Percentage for the group of all other Eligible Members multiplied
by 2.
The foregoing tests shall be calculated and satisfied separately
with respect to an Eligible Member's Member Contributions and an
Eligible Member's Matching Allocations.
For purposes of Sections 3.7, 3.8 and Article 14:
"Actual Contribution Percentage" means, for the specified group
of Eligible Members for a Plan Year, the average of the ratios
(calculated separately for each Member in such group) of
(i) the amount of Member Contributions pursuant to Section 3.1
or Matching Allocations actually payable to the Trust Fund
on behalf of each such Member for such calendar year, to
<PAGE>
14
(ii) such Member's Applicable Compensation for such calendar year
earned while an Eligible Member.
"Matching Allocation" means the amount allocated to an Eligible
Member's account pursuant to Sections 4.5 or 4.8(i).
The Company may treat Deferred Contributions as Member
Contributions in determining the Actual Contribution Percentage,
provided that the Actual Deferral Percentage test is met before
Deferred Contributions are used in the Actual Contribution
Percentage test and continues to be met following exclusion of
those Deferred Contributions that are used to meet the Actual
Contribution Percentage test.
For purposes of this Section 3.7, the Actual Contribution Percentage for any
Highly Compensated Member for the Plan Year who is eligible to make employee
contributions, or to receive matching employer contributions under two or more
plans described in Section 401(a) of the Code that are maintained by the Company
or an Affiliated Company shall be determined as if all such contributions were
made under a single plan.
In the event that this Plan satisfies the requirements of Sections 401(a)(4) or
410(b) of the Code only if aggregated with one or more other plans, or if one or
more other plans satisfy the requirements of such sections of the Code only if
aggregated with this Plan, then this Section 3.7 shall be applied by determining
the Actual Contribution Percentage of Eligible Members as if all such plans were
a single plan.
For purposes of determining the Actual Contribution Percentage of a Highly
Compensated Member, the Member Contributions, Matching Allocations, and
Compensation of such Member shall include the Member Contributions, Matching
Allocations, and Compensation of Family Members, and such Family Members shall
be disregarded in determining the Actual Contribution Percentage for Eligible
Members who are not Highly Compensated Employees.
3.8 The sum of the Actual Deferral Percentage computed pursuant to
Section 3.6 for the entire group of Eligible Members who are Highly Compensated
Employees and the Actual Contribution Percentage with respect to Member
Contributions computed pursuant to Section 3.7 for the entire group of Eligible
Members who are Highly Compensated Employees may not exceed the multiple use
test found in Treasury Regulation Section 1.401(m)-2. In the event that it is
determined that the such test would not otherwise be met, the Excess Aggregate
Contributions attributable to Member Contributions of Highly Compensated
Employees shall be distributed in accordance with Section 14.3.
<PAGE>
15
3.9 Member Contributions and Deferred Contributions shall be invested
in such Funds and in such proportions, in whole percentages, as each Member
shall elect in the manner prescribed by the Plan Administrator. The minimum
contribution to any one Fund shall be 1% of the total Member Contributions and
Deferred Contributions to all Funds and may not contain any fractional amounts.
Unless an effective election is made, all Member Contributions and Deferred
Contributions shall be invested in the Interest Income Fund. A Member may change
his election for investing his future Member Contributions and Deferred
Contributions, but any such change shall not become effective until the first
day of the payroll period which is at least one day following the date on which
the Plan Administrator receives notification of such change. A Member may change
his investment elections only once during any one day.
3.10 A Member shall not be allowed to contribute under the Plan nor
shall the Company contribute on his behalf if the Member continues in Service
other than as an Employee.
<PAGE>
16
ARTICLE 4
Company Contributions
4.1 For each payroll period during a Plan Year the Company shall
contribute to the Plan on behalf of each Member employed by such Company an
amount equal to a specified percentage (as determined for that Plan Year by the
Company in its sole discretion) of the Deferred Contributions or Member
Contributions made by and on behalf of the Member that together do not exceed 6
percent of such Member's Compensation for such payroll period during a Plan
Year. The Committee, in its sole discretion, may designate different matching
percentages for different groups of participating employees for a Plan Year. Any
contribution made pursuant to this Section shall be referred to hereinafter as a
"Company Contribution".
4.2 For each Plan Year any Company may, but shall not be required to,
contribute an additional percentage of the Deferred Contributions made on behalf
of Members employed by such Company who are not Highly Compensated. At the
discretion of the Committee, this additional Deferred Contribution may be tested
under Section 401(c)(3) or Section 401 (M)(2) in accordance with applicable
Treasury regulations.
<PAGE>
17
ARTICLE 5
Limitations on Amount of
Contributions and Benefit Accruals
5.1 The annual addition for any Plan Year with respect to a Member
during the Plan Year shall not exceed the lesser of (i) $30,000, or if greater,
one-fourth of the defined benefit dollar limitation set forth in Section
415(b)(1)(A) of the Code for the Plan Year, or (ii) 25% of his nondeferred
compensation (as defined in Section 415(c)(3) of the Code) for such Plan Year.
As used herein, the term "annual addition" means, with respect to any Member,
the sum of (i) all contributions made by the Company, including Deferred
Contributions and all forfeitures allocable to a Member with respect to all
defined contribution plans (as defined in Section 414(i) of the Code) maintained
by the Company, (ii) contributions made by a Member with respect to all such
defined contribution plans, and (iii) amounts described in Sections 415(1)(1)
and 419A(d)(2) of the Code. The compensation limit referred to in subsection
(ii) of the first sentence of this Section 5.1 shall not apply to (i) any
contribution for medical benefits (within the meaning of Section 419A(f)(2) of
the Code) after separation from service which is otherwise treated as an annual
addition or (ii) any amount otherwise treated as an annual addition under
Section 415(1)(1) of the Code. In any case where a Member also participates in
one or more qualified defined benefit plans (as defined in Section 414(j) of the
Code) of the Company in addition to being a Member of this Plan, the sum of his
defined benefit plan fraction and his defined contribution plan fraction for any
Plan Year may not exceed 1.0, or such other sum as is set forth in Section
415(e) of the Code.
As used herein, the term "defined benefit plan fraction" shall mean a fraction,
the numerator of which is a Member's projected annual benefit under such plan
(determined as of the end of the Plan Year), and the denominator of which is the
lesser of (i) 1.25 multiplied by the maximum dollar limitation in effect under
Section 415(b)(1)(A) of the Code for such Plan Year, or (ii) 1.4 multiplied by
such Member's projected annual benefit (determined as of the end of the Plan
Year) if such plan provided the maximum benefit allowable under Section
415(b)(1)(B) of the Code. A Member's projected annual benefit will be determined
under the assumptions that his employment will continue until his normal
retirement age under the plan, that his compensation will continue at the same
rate as in effect in the Plan Year under consideration, and that all other
relevant factors used to determine benefits under the plan will remain constant
for all future Plan Years.
As used herein, the term "defined contribution plan fraction" shall mean a
fraction, the numerator of which is the sum of all <PAGE>
18
annual additions credited to a Member under a defined contribution plan of the
Company as of the close of the Plan Year, and the denominator of which is the
sum of the lesser of the following amounts determined for the Plan Year under
consideration and each prior Plan Year in which the Member had Service with the
Company: (i) 1.25 multiplied by the maximum dollar limitation in effect under
Section 415(c)(1)(A) (without regard to Section 415(c)(6)) of the Code, or (ii)
1.4 multiplied by the maximum amount of annual additions which could have been
credited to such Member under Section 415(c)(l)(B) of the Code for such year;
provided, however, that the Committee may elect to use the transitional rule
described in Section 415(e)(6) of the Code in determining the denominator of
such fractions for years ending prior to January 1, 1983.
The amount otherwise contributed to a Member's account under this Plan shall be
reduced to comply with Section 415(e) only after first reducing the benefit
accrual for such Member under the [Defined Benefit Plan]. To the extent that the
annual addition to a Member's account would otherwise exceed the limitation
prescribed in this Section, any excess Deferred Contributions and Member
Contributions and the earnings thereon, shall be distributed in accordance with
Treasury Regulation Section 1.415-6(b)(6)(iv); provided, however, that the
amount otherwise contributed to a Member's account under this Plan shall first
be reduced from Member Contributions under Section 3.1 to the extent such
contributions constitute an annual addition, second from Deferred Contributions
under Section 3.3 which exceed 6% of Compensation, third from Deferred
Contributions under Section 3.3 which do not exceed 6% of Compensation, and last
from Company Contributions under Article 4.
5.2 For each Plan Year, the benefit accrual for any Member who is also
a Member of the [Defined Benefit Plan] shall not exceed the benefit accrual
limitations with respect to each Plan Year as are described in Article 4 of the
[Defined Benefit Plan].
5.3 For purposes of this Article 5, the term "Company" shall include
any Affiliated Company (taking into account the modification set forth to Code
Sections 414(b) and (c) in Section 415(h) of the Code) and the term
"compensation" shall mean wages (within the meaning of Code Section 3401(a)) and
all other payments of compensation which are reflected on the written statement
required to be furnished to the Member pursuant to the requirements of Code
Sections 6041(d) and 6051(a).
<PAGE>
19
ARTICLE 6
Investment of The Trust Fund and Plan Accounts
6.1 The monies contributed and transferred under this Plan shall be
held in trust by the Trustee. The Trustee shall set up and maintain a Fund or
Funds and such cash and other accounts as may be necessary for the purposes of
administering this Plan. The following Funds shall be established and, subject
to the Trust Agreement with the Trustee, shall be invested and reinvested as
specified, except for amounts temporarily held pending investment and amounts
held for disbursement:
(a) As soon as practicable, invested in CPC International Inc. common
stock.
(b) As soon as practicable, mutual funds or investments offered by an
affiliate of the Trustee, which shall consist initially of the
following:
(1) Fidelity Asset Manager
(2) Fidelity Contrafund
(3) Fidelity Growth & Income Portfolio
(4) Fidelity Magellan Fund
(5) Fidelity Overseas Fund
(6) Fidelity U.S. Equity Index Portfolio
Prior to the establishment of the Funds referred to in subsections (b) and (c),
all amounts invested under the Plan shall be held in The Fidelity Managed Income
Portfolio.
All monies contributed and transferred under this Plan shall be held, invested
and accounted for in accordance with the terms of the Trust Agreement entered
into pursuant to this Plan between the Trustee and the Company. The Trust
Agreement shall be deemed to be a part of this Plan and all benefits hereunder
shall be subject to the terms and provisions of the Trust Agreement.
6.2 (a) A Member shall be allowed to transfer Units from any Fund
described in Section 6.1 to another Fund described in Section 6.1
only as provided below:
(i) a Member may elect to have (A) a specified
whole percentage, but not less than 1%, of
Member Units and Deferred Contribution
Units, or (B) a specified dollar amount,
standing to his credit in any Fund cancelled
and the dollar value of those Units, or the
specified dollar amount, applied to his
credit as Member Units and Deferred
Contribution Units in any one or combination
of the other Funds, as he shall specify; and
<PAGE>
20
(ii) a Member may elect to have all of his Member
Units and Deferred Contribution Units
cancelled and to have the dollar value of
such Units applied to his credit as Member
Units and Deferred Contribution Units in any
one or combination of Funds in accordance
with the end result specified by the Member,
provided the Member specifies such
investment end result in sufficient detail
for it to be accomplished.
(b) An election under this Section shall become effective on the
Valuation Date on which the Plan Administrator receives
notification of the Member's election (except that it shall be
effective on the following Valuation Date if notification is
received after the New York Stock Exchange has closed for
business on the date of receipt). The dollar value of Company
Units, Member Units, or Deferred Contribution Units to be
cancelled and to be credited to and from any one or combination
of the Funds pursuant to this Section shall be determined as of
the Valuation Date on which the election is effective. A Member
may make only one transfer election during any one day.
6.3 Each Member who participates in the CPC International Stock Fund
(or, in the event of the Member's death, his beneficiary under the Plan) is, for
purposes of this Section, hereby designated as a "named fiduciary" (within the
meaning of Section 403(a)(1) of ERISA) with respect to a pro rata portion (as
hereinafter determined) of the unallocated shares of common stock of the Company
in the CPC International Stock Fund (and certain allocated shares of common
stock of the Company in the CPC International Stock Fund as to which timely
directions are not received by the Trustee). Such Member (or beneficiary) shall
have the right to direct the Trustee as to the manner in which shares of the
Company's common stock allocated to his accounts under the Plan and such other
shares of common stock are to be voted on each matter brought before a meeting
of the stockholders of the Company as set forth below.
When the Company files preliminary proxy solicitation materials with the
Securities and Exchange Commission, the Company shall cause a copy of all
materials to be sent simultaneously to the Trustee. Based on these materials the
Trustee shall prepare a voting instruction form. At the time of mailing of
notice of each annual or special stockholders' meeting of the Company, the
Company shall cause a copy of the notice and all proxy solicitation materials to
be sent to, each Member with an interest in the CPC International Stock Fund
(or, in the event of his death, his beneficiary), together with the foregoing
voting instruction form to be returned to the Trustee or its designee.
<PAGE>
21
The form shall show the number of full and fractional shares of common stock of
the Company allocated to the Member's respective accounts. The Company shall
provide the Trustee with a copy of any materials provided to Members (or
beneficiaries) and shall certify to the Trustee that the materials have been
mailed or otherwise sent to Members (or beneficiaries). Upon timely receipt of
directions from each Member (or beneficiary), the Trustee shall vote as
directed, on each such matter, the number of shares (including fractional
shares) of common stock of the Company allocated to such Member's accounts, and
the Trustee shall have no discretion in such matter. If the Trustee shall not
receive timely direction from a Member (or his beneficiary) as to how shares of
common stock allocated to such Member's account in the CPC International Stock
Fund shall be voted, the Trustee shall vote such shares in the same proportion
in which the shares held in the CPC International Stock Fund for which it
received timely directions were voted, and the Trustee shall have no discretion
in such matter.
For purposes of this Section the shares of common stock of the Company held in
the CPC International Stock Fund shall be treated as allocated to the accounts
of Members in proportion to their respective interests in the CPC International
Stock Fund as of the immediately preceding record date for ownership of CPC
International Inc. stock for stockholders entitled to vote. If any shares held
in the CPC International Stock Fund are not allocated to the accounts of Members
when a matter is brought to the stockholders of the Company for voting, the
Trustee shall vote such unallocated shares in the same proportion on each issue
in which responding Members (or beneficiaries) voted the shares allocated to
their accounts in the CPC International Stock Fund, and the Trustee shall have
no discretion in such matter. Directions from a Member (or beneficiary) pursuant
to this Section shall be held in confidence by the Trustee and shall not be
divulged or released to the Company, or any officer or employee thereof, or any
other person.
6.4 In the event a tender or exchange offer is made for any shares of
common stock of the Company. each Member who participates in the CPC
International Stock Fund (or, in the event of the Member's death, his
beneficiary under the Plan) is, for purposes of this Section, hereby designated
as a "named fiduciary" (within the meaning of Section 403(a)(1) of ERISA) with
respect to a pro rata portion (as hereinafter determined) of the unallocated
shares of common stock of the Company in the CPC International Stock Fund
Account. Such Member (or beneficiary) shall have the right to direct the Trustee
in writing as to the manner in which to respond to such tender or exchange offer
with respect to the shares of common stock of the Company allocated to his
account in the CPC International Stock Fund and with respect to a portion of the
unallocated shares of common stock of the Company as set forth below.
<PAGE>
22
Upon commencement of a tender or exchange offer for any securities held in the
Trust that are common stock of the Company, the Company shall notify each Member
with an interest in such securities (or, in the event of his death, his
beneficiary) of the tender or exchange offer and utilize its best efforts to
distribute timely or cause to be distributed to the Member (or beneficiary) the
same information that is distributed to shareholders of the Company in
connection with the tender or exchange offer and, after consulting with the
Trustee, shall provide and pay for a means by which the Member (or beneficiary)
may direct the Trustee whether to tender the common stock of the Company
allocated to the Member's accounts. The Company shall provide the Trustee with a
copy of any material provided to Members (and beneficiaries) and shall certify
to the Trustee that the materials have been mailed or otherwise sent to Members
(and beneficiaries). Upon timely receipt of directions from each Member (or
beneficiary), the Trustee shall respond as directed with respect to such shares
of common stock of the Company allocated to the Member's account in the CPC
International Stock Fund. The directions received by the Trustee from Members
and beneficiaries shall be held by the Trustee in confidence and shall not be
divulged or released to any person, including officers or employees of the
Company or any affiliate thereof, except to the extent that the consequences of
such directions are reflected in reports regularly communicated to any such
persons. If the Trustee shall not receive timely direction from a Member (or
beneficiary) as to the manner in which to respond to such tender or exchange
offer with respect to shares of common stock of the Company allocated to the
Member's account in the CPC International Stock Fund, the Trustee shall not
tender or exchange such shares of common stock of the Company, as the case may
be, and the Trustee shall have no discretion in such matter.
For purposes of this Section, the shares of common stock of the Company held in
the CPC International Stock Fund shall be treated as allocated to the accounts
of Members in proportion to their respective interests in the CPC International
Stock Fund as of the immediately preceding record date for ownership of CPC
International Inc. stock for stockholders entitled to tender. The Committee may
direct the Trustee to make a special valuation of the CPC International Stock
Fund in connection with such tender or exchange offer. If, for any reason, there
are any shares of Company stock held in the CPC International Stock Fund which
are not allocated to the accounts of Members at the applicable time, the Trustee
shall respond to such tender or exchange offer with respect to such unallocated
shares by tendering or exchanging unallocated shares in the same proportion as
the allocated shares held under the CPC International Stock Fund for which
directions were received from Members (or beneficiaries) are tendered or
exchanged, and by not tendering or exchanging the balance of such unallocated
shares, and the Trustee shall have no discretion in such matter.
<PAGE>
23
A Member (or beneficiary) who has directed the Trustee to tender or exchange
some or all of the shares of common stock of the Company allocated to his
accounts may, at any time prior to the tender or exchange offer withdrawal date,
direct the Trustee to withdraw some or all of such tendered or exchanged shares,
and the Trustee shall withdraw the directed number of shares from the tender or
exchange offer prior to the offer withdrawal deadline. Prior to the withdrawal
deadline, if any shares of common stock of the Company not allocated to Members'
accounts have been tendered or exchanged, the Trustee shall redetermine the
number of such securities that would be tendered or exchanged under this Section
if the date of the foregoing withdrawal were the date of determination, and
withdraw from the tender or exchange offer the number of shares of common stock
of the Company to the extent necessary to reduce the amount of such tendered or
exchanged securities not allocated to Member's accounts to the amount so
redetermined. A Member (or beneficiary) shall not be limited as to the number of
directions to tender or exchange or withdraw that the Member (or beneficiary)
may give the Trustee.
A direction by a Member (or beneficiary) to the Trustee to tender or exchange
shares of common stock of the Company allocated to his accounts shall not be
considered a written election under the Plan by the Member (or beneficiary) to
withdraw, or have distributed, any or all of his withdrawable shares. The
Trustee shall credit to the account of the Member from which the tendered or
exchanged shares were taken the proceeds received by the Trustee in exchange for
the shares of common stock of the Company tendered or exchanged from that
account. Pending receipt of directions (through the Plan Administrator) from the
Member (or beneficiary) or the Company as to which of the remaining investment
options the proceeds should be invested in, the Trustee shall invest the
proceeds in The Fidelity Managed Income Portfolio.
6.5 The Plan shall not merge or consolidate with, or transfer its
assets or liabilities to any other plan or entity unless each Member would, if
the surviving plan or entity were then terminated, receive a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit which he would have been entitled to receive if the Plan had
terminated immediately before the merger, consolidation or transfer.
6.6 The Trustee shall return to the Company within one year after
payment any contribution the Company has made under a mistake of fact, reduced
by any losses attributable to the contribution between the date of contribution
and date of withdrawal. All contributions are conditioned upon their current
deductibility under Code Section 404. If any contribution is determined not to
be currently deductible, the Trustee shall return the contribution, reduced by
any losses attributable to the contribution between the date of contribution and
the date of withdrawal, to the Company within one year after the disallowance of
the deduction.
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24
ARTICLE 7
Credits to Members
7.1 As of the date on which funds are received by the Trustee, there
shall be credited to each Member a number of Deferred Contribution Units and
Member Units in the Fund or Funds designated by the Member under Section 3.7,
determined by dividing the dollar value of a Unit in such Fund or Funds on the
date on which funds are received by the Trustee into the amount of Deferred
Contributions, Member Contributions and Company Contributions to be transferred
into the Fund or Funds for such Member. Such amount shall then be transferred
into the Fund or Funds as of the date on which funds are received by the
Trustee. The Committee shall cause to be maintained separate accounts for each
Member to reflect the Company Units, Member Units, and Deferred Contribution
Units credited to each such Member.
7.2 As of the last day of each Plan Year, additional Company
Contributions may be made by the Company for that year and allocated among and
credited to the accounts of non-Highly Compensated Members who are employed on
the last day of that year by such Company.
7.3 In the event of an error in the adjustment of a Member's accounts,
the Committee, in its sole discretion, may correct such error by either
crediting or charging the adjustment required to make such correction to or
against income and expenses of the Trust for the Plan Year in which the
correction is made or the Company may make an additional contribution to permit
correction of the error. Except as provided in this Section, the accounts of
other Member's shall not be readjusted on account of such error.
<PAGE>
25
ARTICLE 8
Units
8.1 The dollar value of a Unit in each Fund as of any Valuation Date
shall be the then market value of all of the assets in such Fund divided by the
number of Units credited to such Fund as of such Valuation Date.
8.2 For the purpose of Section 8.1, the market value of all assets in
each Fund shall be determined on the basis of the records of the Trustee, and
the number of Units credited to each Fund shall be determined by the Plan
Administrator.
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26
ARTICLE 9
Normal Form of Payments Upon Retirement or Disability
9.1 A Member shall have a fully vested, nonforfeitable interest in all
his accounts when he attains age 65 or becomes a Disabled Member who is eligible
for benefits under a disability plan sponsored by an Employer. All Units
standing to the credit of a Member on his Retirement Date (or the date a
Disabled Member receives his Units under Section 10.3(a)) shall be cancelled as
soon as practicable after such Retirement Date (or the date a Disabled Member
receives his Units under Section 10.3(a)) and the Cancellation Value of such
Units shall be paid in a lump sum.
9.2 For the purpose of Articles 9, 10, and 11, payments from all Funds
shall be made in money by check; provided, however, that payments from the CPC
International Stock Fund shall be made in money by check unless the Member, or
his beneficiary in the event of the Member's death, elects in a writing filed
with the Plan Administrator before the value of the Units is payable to receive
payment in full shares of the Company's common stock insofar as is practicable
with the balance of each payment in money by check.
9.3 Notwithstanding any provision of the Plan to the contrary, payment
of benefits under Articles 9, 10, and 11 shall commence no later than the 60th
day after the close of the Plan Year in which the Member attains his 65th
birthday or terminates his Service, whichever is later; provided however that
the Plan Administrator may require that before any benefit under the Plan is
paid, a Member, designated beneficiary or surviving spouse submit any
information or proof reasonably necessary to enable the Plan Administrator to
calculate the amount of such benefit. Such information may include proof of the
age of a Member or the Member's spouse, proof that a Member is married, or proof
that any of the foregoing, including the Member's designated beneficiary, has
died. The Plan Administrator may also require that a claim for benefits, signed
by the Member (or, if applicable, his beneficiary), must be filed in writing
with the Plan Administrator before payment of a benefit under the Plan is made
to the Member, a surviving spouse, a designated beneficiary or the estate of a
Member, designated beneficiary or surviving spouse.
9.4 Notwithstanding any provision of the Plan to the contrary, all
benefit payments and distributions under Articles 9, 10, and 11 of the Plan
shall be made in accordance with the provisions of Section 401(a)(9) of the Code
and the regulations issued thereunder.
9.5 Notwithstanding any provision of the Plan to the contrary:
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27
(a) after 1988, a Member's interest in the Plan must be distributed,
or distribution must commence, no later than the April 1 of the
calendar year following the year in which he attains age 70 1/2;
(b) In the event this Section requires the commencement of
distribution of a Member's interest in the Plan before his
retirement or other termination of Service, the amount to be
distributed shall be calculated under this subsection (b). The
amount to be distributed each year must be at least an amount
equal to the quotient obtained by dividing the Member's entire
interest, determined as of the last Valuation Date for the Plan
Year immediately preceding the year for which such distribution
is being made (adjusted as set forth in Treasury Regulations
under Section 401(a)(9) of the Code), by the life expectancy of
the Member or joint and survivor life expectancy of the Member
and designated beneficiary. Life expectancy and joint and
survivor life expectancy shall be computed by the use of the
return multiples contained in tables V and VI of Treasury
Regulation Section 1.72-9. For purposes of such computation, a
Member's life expectancy or the joint life expectancy of the
Member and his spouse shall be recalculated no more frequently
than annually, unless such Member elects not to have such life
expectancy or life expectancies recalculated. However, the life
expectancy of a nonspouse beneficiary may not be recalculated.
<PAGE>
28
ARTICLE 10
Optional Payments Upon Disability
10.1 Payments of Units credited to a Disabled Member shall be made as
follows:
(a) Unless a Disabled Member elects otherwise before his Units are
paid to him, all of his Units shall be cancelled as soon as
practicable following the date he becomes a Disabled Member and
the Cancellation Value of such Units shall be paid to him in a
lump sum;
(b) If a Disabled Member does not receive the value of his Units when
he becomes a Disabled Member, he will be entitled to have his
Units cancelled as soon as practicable after his Retirement Date
and to have the Cancellation Value of such Units paid to him in a
lump sum on his Retirement Date.
<PAGE>
29
ARTICLE 11
Payments Upon Death
11.1 A Member shall have a fully vested nonforfeitable interest in all
his accounts when he dies. In the case of a Member who dies (i) while in
Service, or (ii) while a Disabled Member subject to Section 10.3(b), the value
of his Units shall be cancelled as soon as practicable following the date of his
death and the Cancellation Value shall be used to pay a lump sum to the Member's
spouse, if any, or to the beneficiary designated pursuant to Section 11.3.
Subject to compliance with Sections 9.4 and 9.5 of the Plan, and in accordance
with Section 10.1 of the Plan and Section 417 of the Code, a married Member may
elect for the value of his Units to be paid to a beneficiary other than his
spouse pursuant to subsection (b) hereof.
11.2 A Member may designate a beneficiary to receive benefits under the
Plan after his death by filing with the Plan Administrator a written notice
identifying the beneficiary. In the case of a married Member, a person other
than the Member's spouse may be designated as a beneficiary only if the Member's
spouse consents in writing to such designation and such consent is witnessed by
a notary public or a Plan representative. The Plan Administrator may waive the
spousal consent requirement if the Member establishes to the Plan
Administrator's satisfaction that the spouse cannot be located or because of
other special circumstances as the Secretary of the Treasury may prescribe. A
Member may revoke or change such designation by written notice filed with the
Plan Administrator at any time prior to his death without notice to or consent
of his beneficiary except that a married Member must comply with the spousal
consent requirement to change his beneficiary designation, unless the original
spousal consent expressly permits designations by the Member without any further
consent by such spouse. If the Member fails to designate a beneficiary or if the
designated beneficiary predeceases the Member and a new designation has not been
made, the value of the Units standing to his credit shall be paid to the
Member's surviving spouse in the case of a married Member, or to the Member's
estate in a single payment in all other cases.
11.3 If there is doubt as to the right of any spouse or beneficiary to
receive any amount, the Trustee on instructions of the Plan Administrator may
retain such amount until the rights thereto are determined, or it may pay such
amount into any court of appropriate jurisdiction, and none of the Plan
Administrator, the Pension Committee, the Trustee, or the Company shall be
liable for any interest on such amount or shall be under any other liability to
any person in respect of such amount.
11.4 Reference in this Article to "beneficiary" shall include multiple
beneficiary designations made by a Member, a
<PAGE>
30
Member's spouse or a Member's beneficiary in writing and delivered to the Plan
Administrator, provided that the Plan Administrator may reject any multiple
beneficiary designation when such designation is not readily ascertainable or
presents excessively onerous administrative difficulties.
<PAGE>
31
ARTICLE 12
Payments Upon Termination of Service
Other Than By Death, Disability, or Retirement
12.1 A Member who became an Employee on or after October 2, 1995 shall
have a 100% nonforfeitable right to his Company Units upon his attainment of age
65 and to his Deferred Contribution Units and Member Units at any time. If such
Member terminates his Service other than by death, disability or retirement
before age 65 and after he completes three Years of Service, he shall have a
100% nonforfeitable right to his Company Units. Such Company Units, Deferred
Contribution Units and Member Units shall be paid to him in the manner provided
in Section 12.3.
12.2 A Member who becomes an Employee on or after October 2, 1995 and
who terminates his Service other than by death, disability or retirement before
he completes three Years of Service shall forfeit all Company Units as of the
date he terminates Service. The value of such forfeited Company Units shall be
used to reduce the amount of Company Contributions. Such Member will have a 100%
nonforfeitable right to all Deferred Contribution Units and Member Units and the
value of such Deferred Contribution Units and Member Units shall be paid to him
in the manner provided in Sections 12.3. If such former Member terminates his
Service and is rehired in the calendar year in which he terminates Service or
within five calendar years immediately thereafter, his Company Units and ESOP
Units shall be reinstated in The Fidelity Managed Income Portfolio, as of the
Valuation Date which is 30 days following his rehire by converting the value of
such Units at the time they were forfeited into Company Units and ESOP Units of
equivalent value as of such Valuation Date.
12.3 When a Member terminates his Service other than by death,
disability or retirement, 1008 of the nonforfeitable Units standing to his
credit shall be cancelled as soon as practicable following such termination of
Service, and the Cancellation Value of such Units shall be paid to the Member in
a lump sum as soon as practicable following such termination.
12.4 Between the dates on which a Member (i) terminates his Service
other than by death, disability or retirement and (ii) receives the Cancellation
Value of his Units, such Member shall be assessed a reasonable fee to defray the
expenses of maintaining and administering his account in the Plan and the Trust
Fund. Such fee shall be established periodically by the Plan Administrator and
shall be assessed directly against the Member's account on the earlier of the
last Valuation Date of the month or the last Valuation Date of the month on
which the Member maintains his account in the Plan.
<PAGE>
32
ARTICLE 13
Withdrawal of Contributions and Loans
13.1 A Member who is in Service may elect to make withdrawals from the
Trust Fund pursuant to Section 13.2 (which applies to all Members and describes
the withdrawal of certain amounts contributed by the Member under Section 3.1),
Section 13.3 (which applies to all Members and describes the withdrawal of up to
the full value of all Member Units) Section 13.4 (which applies to rollover
amounts under Section 19.8(b)), or Section 13.5 (which applies to all Members
and describes the withdrawal of amounts attributable to Deferred Contribution
Units). A withdrawal shall be effective as soon as practicable following the
Plan Administrator's receipt of the Member's withdrawal application (the
"effective withdrawal date"), which must be filed in accordance with rules
prescribed by the Administrator. A withdrawal results in cancellation of Units
pursuant to Section 13.6. Except as provided below, a Member may not withdraw
the value of any Company Units.
13.2 (a) Subject to subsection (b), a Member may elect to withdraw any
dollar amount not in excess of
(i) the aggregate amount of his Member Contributions to the Plan
reduced by the aggregate amount of such contributions during the
2 year period ending immediately prior to the "effective
withdrawal date" which have been matched by Matching Allocations
as defined in Section 3.7,
reduced by
(ii) the aggregate of amounts previously withdrawn from the Trust
Fund.
(b) In no event shall a withdrawal under this Section exceed the
value, as of the effective withdrawal date, of all of his Member Units.
(c) Notwithstanding any provision herein to the contrary, any
withdrawal of Member Units under this section shall be attributable
(i) first, to Member Units under Section 19.8 (b); and
(ii) second, to Member Contributions and to earnings on all Member
Contributions, to the extent required by Section 72(e) of the
Code or any successor provision thereto. The
<PAGE>
33
amount of the withdrawal which is attributable to Member
Contributions and to earnings on all Member Contributions shall
be made in a proportionate manner separate from the determination
of the taxable portion of the withdrawal.
(d) If the Member electing a withdrawal under this Section is
participating in more than one Fund, the value of Member Units that shall be
withdrawn from each Fund shall be the amount of the withdrawal multiplied by the
ratio of the value of Member Units credited to a particular Fund to the total
value of Member Units credited to all Funds.
(e) A withdrawal shall not affect the right of the Member to continue
contributing to the Plan.
13.3 A Member may elect to withdraw from the Trust Fund up to the full
value, as of the effective withdrawal date, of all of his Member Units.
13.4 A member may elect to withdraw from the Trust Fund up to the full
value, as of the effective withdrawal date, of all of his Member Units
attributable to direct rollovers into the Plan pursuant to Section 19.8(b).
13.5 (a) A Member may elect to make a withdrawal from his Deferred
Valuation Date preceding receipt of his withdrawal request, less
withdrawals and distributions therefrom since said Date, provided
that the Member suffers "hardship" as determined by the Committee
pursuant to uniform and nondiscriminatory rules. For purposes of
this Section "hardship" means a circumstance resulting from an
immediate and heavy financial need of a Member as may be
determined by the Committee in accordance with regulations under
Section 401(k) of the Code. Any distribution on account of
hardship may not exceed the amount required to meet the immediate
and heavy financial need created by the hardship and which is not
reasonably available from other sources.
(b) The determination of whether a Member has an immediate and heavy
financial need shall be made by the Committee pursuant to uniform
and nondiscriminatory rules and on the basis of all relevant
facts and circumstances, provided, however, that a withdrawal
shall be deemed to be made on account of an immediate and heavy
financial need if the withdrawal is on account of
<PAGE>
34
(1) medical expenses described in Section 213(d) of the
Code incurred by the Member, the Member's spouse, or
any of the Member's dependents (as defined in Section
152 of the Code) or necessary for these persons to
obtain medical care described in Section 213(d) of the
Code;
(2) costs directly related to the purchase (excluding
mortgage payments) of a principal residence for the
Member;
(3) payment of tuition and related educational fees for the
next 12 months of post-secondary education for the
Member, his spouse, children or dependents;
(4) payments necessary to prevent the eviction of the
Member from his principal residence or foreclosure on
the mortgage on the Member's principal residence; or
(5) such other circumstances as the Commissioner of
Internal Revenue may designate as deemed immediate and
heavy financial needs through the publication of
revenue rulings, notices and other documents of general
applicability.
The amount of an immediate and heavy financial need may include any amounts
necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution.
(c) A withdrawal shall be deemed necessary to satisfy a financial
need only if
(1) the Committee receives from the Member a representation that
the need cannot be relieved
(i) through reimbursement or compensation by insurance or
otherwise;
(ii) by liquidation of the Member's assets;
(iii)by cessation of Deferred Contributions and Member
Contributions under the Plan; or
(iv) by other distributions or nontaxable loans (at the time
of the loan) from plans maintained by the Company or by
any other employer, or by borrowing from commercial
<PAGE>
35
sources on reasonable commercial terms, in an amount
sufficient to satisfy the need, and
(2) the Committee reasonably relies on the accuracy of such
representation. The Committee may rely upon the Member's
written representation unless it has actual knowledge to the
contrary.
(3) For purposes of (1) above, a need cannot reasonably be
relieved by one of the actions listed therein if the effect
would be to increase the amount of the need.
(d) In no event may the amount withdrawn pursuant to this Section
exceed the amount of the Member's unwithdrawn Deferred Contributions.
13.6 As of the effective withdrawal date, with respect to each Fund to
which a withdrawal is applicable, a number of Units shall be cancelled equal to
the amount of withdrawal from such Fund divided by the Cancellation Value of a
Unit in such Fund. The total Cancellation Value of the withdrawal shall be paid
to the Member in money by check as soon as practicable.
13.7 Members may take loans from the Plan. All loans from the Plan to
Members shall be in accordance with a Member loan program (as described in
Department of Labor Regulation Section 2550.408b-l(d)(2)) established by the
Committee which complies with the applicable requirements of Department of Labor
Regulation Section 2550.408b-1. The Member loan program shall be set forth in a
written document approved and adopted by the Committee, which document shall be
attached hereto as an Exhibit and shall form a part of the Plan as though fully
stated herein. The Committee shall have the right to amend the Member loan
program at any time and from time to time.
13.8 This Section and the Member loan program established under the
preceding paragraph shall be administered, interpreted and construed so as to
comply with the requirements of Code Sections 401(a) and 4975(d)(1), ERISA
Section 408(b)(1), and the regulations thereunder.
13.9 Notwithstanding anything in this Article 13 to the contrary, the
maximum amount otherwise withdrawable by a Member under Sections 13.2 through
13.6 shall be reduced by the amount of any outstanding loan to a Member under
Section 13.8.
<PAGE>
36
ARTICLE 14
Distribution of Excess Amounts
14.1 (a) Notwithstanding any other provision of the Plan, Excess
Deferral Amounts (as defined below) and income allocable thereto shall be
distributed no later than each April 15, to Members who claim such allocable
Excess Deferral Amounts for the preceding calendar year.
(b) For purposes of this Section 14.1, "Excess Deferral
Amount" shall mean the amount of Deferred
Contributions for a calendar year that the Member
allocates to this Plan pursuant to the claim
procedure set forth in Section 14.1(c).
(c) The Member's claim shall be in writing; shall be
submitted to the Plan Administrator no later than
March 1; shall specify the Member's Excess Deferral
Amount for the preceding calendar year; and shall be
accompanied by the Member's written statement that if
such amounts are not distributed, such Excess
Deferral Amount, when added to amounts deferred under
other plans or arrangements described in Sections
401(k), 403(b) or 408(k) of the Code, exceeds the
limit imposed on the Member by Section 402(g) of the
Code for the year in which the deferral occurred.
(d) The Excess Deferral Amount distributed to a Member
with respect to a calendar year shall be adjusted for
income and, if there is a loss allocable to the
Excess Deferral Amount, shall in no event be less
than the lesser of the Member's account under the
Plan or the Member's Deferred Contributions for the
Plan Year.
(e) The amount which may be distributed pursuant to this
Section 14.1 for any calendar year shall be reduced
by the amount of any Excess Contributions (as defined
below) previously distributed or recharacterized
pursuant to Section 3.6 for the Plan Year beginning
in the calendar year.
14.2 (a) Notwithstanding any other provision of the Plan,
Excess Contributions (as defined below) (to the
extent not recharacterized as Member Contributions
pursuant to Section 3.6) and income allocable thereto
shall be distributed no later than the last day of
each Plan Year to Members on whose behalf such Excess
Contributions were made for the preceding Plan Year.
<PAGE>
37
(b) For purposes of this Section 14.2, "Excess Contributions"
shall mean the amount described in Section 401(k)(8)(B) of
the Code.
(c) The income allocable to Excess Contributions shall be
determined by multiplying income allocable to the Member's
Deferred Contributions for the Plan Year by a fraction, the
numerator of which is the Deferred Contribution on behalf of
the Member for the preceding Plan Year and the denominator
of which is the Member's account balance attributable to
Deferred Contributions on the last day of the preceding Plan
Year.
(d) The Excess Contribution which would otherwise be distributed
to the Member shall be adjusted for income; shall be
reduced, in accordance with regulations, by the amount of
Excess Deferral Amounts distributed to the Member; and
shall, if there is a loss allocable to the Excess
Contributions, in no event be less than the lesser of the
Member's account under the Plan or the Member's Deferred
Contributions for the Plan Year.
(e) The amount of Excess Contributions allocable to a Member
shall be determined as follows:
The Plan Administrator shall rank the Eligible Members who
are Highly Compensated Employees by Actual Deferral
Percentage in descending order (and each of such terms shall
have the meaning set forth in Section 3.6). The Plan
Administrator shall then reduce the amount of Deferred
Contributions made on behalf of a Highly Compensated
Employee with the highest Actual Deferral Percentage until
the Actual Deferral Percentage for such Highly Compensated
Employee is reduced to a percentage which equals the Actual
Deferral Percentage of the Highly Compensated Employee with
the next highest Actual Deferral Percentage. The Plan
Administrator shall then repeat this procedure until the
Actual Deferral Percentage test is satisfied. In the case of
a Highly Compensated Employee whose Actual Deferral
Percentage is determined on an aggregate basis with his
family members, the recharacterization or distribution of
Excess Contributions (and allocable income thereon) shall be
made to such Highly Compensated Employee and such family
members in the proportion that each such individual's
contributions taken into account in
<PAGE>
38
determining the Highly Compensated Employee's Actual
Deferral Percentage bears to the aggregate of such
contributions.
14.3 (a) Excess Aggregate Contributions (as defined below)
and income allocable thereto shall be forfeited, if
otherwise forfeitable under the terms of the Plan or,
if not forfeitable, distributed no later than the
last day of each Plan Year, to Members to whose
accounts Member Contributions or Matching Allocations
(as defined in Section 3.7) were allocated for the
preceding Plan Year.
(b) For purposes of this Section 14.3, "Excess Aggregate
Contributions" shall mean the amount described in Section
401(m)(6)(B) of the Code.
(c) The income allocable to Excess Aggregate Contributions shall
be determined by multiplying the income allocable to the
Member's Member Contributions and Matching Allocations for
the Plan Year by a fraction, the numerator of which is the
Excess Aggregate Contributions on behalf of the Member for
the preceding Plan Year and the denominator of which is the
sum of the Member's account balances attributable to Member
Contributions and Matching Allocations on the last day of
the preceding Plan Year.
(d) The Excess Aggregate Contributions to be distributed to a
Member shall be adjusted for income, and, if there is a loss
allocable to the Excess Aggregate Contribution, shall in no
event be less than the lesser of the Member's account under
the Plan or the Member's Member Contributions and Matching
Allocations for the Plan Year.
(e) Excess Aggregate Contributions shall be distributed from a
Member's account in the following order:
(i) unmatched Member Contributions;
(ii) Member Contributions and corresponding Matching
Allocations,
except that non-vested Matching Allocations shall not be
distributed, but shall be forfeited and applied as described
in Section 12.3. In the case of a Highly Compensated
Employee whose Actual Contribution Percentage (as defined in
Section 3.7) is determined on an aggregate basis together
<PAGE>
39
with his family members, the distribution of Excess
Aggregate Contributions (and allocable income thereon) shall
be made to such Highly Compensated Employee and such family
members in the proportion that each such individual's
contributions taken into account in determining the Highly
Compensated Employee's Actual Contribution Percentage bears
to the aggregate of such contributions.
(f) Amounts forfeited by Highly Compensated Members (as defined
in Section 3.6) under this Section 14.3 shall be
(i) treated as annual additions under Section 5.1; and
(ii) applied to reduce Company Contributions.
(g) The amount of Excess Aggregate Contributions allocable to a
Member shall be determined as follows:
The Plan Administrator shall rank the Eligible Members who
are Highly Compensated Employees by their Actual
Contribution Percentage in descending order. The Plan
Administrator shall then reduce the amount of Matching
Allocations or Member Contributions made on behalf of the
Highly Compensated Employee with the highest Actual
Contribution Percentage until the Actual Contribution
Percentage for such Highly Compensated Employee is reduced
to a percentage which equals the Actual Contribution
Percentage of the Highly Compensated Employee with the next
highest Actual Contribution Percentage. The Plan
Administrator shall then repeat application of this
procedure until the limitations set forth above are
satisfied.
<PAGE>
40
ARTICLE 15
Administration of the Plan
15.1 The Board of Directors shall appoint a Pension Committee
consisting of three to five persons. Such persons shall be the named fiduciaries
of the Plan who jointly shall have the authority to control and manage the
operation and administration of the Plan. The Board of Directors shall select a
Chairman of the Committee. The Pension Committee may select a Secretary (who
need not be a member of the Committee). The members of the Committee shall be
appointed for a term of one year and, on the expiration of such term, may be
reappointed for a succeeding term or terms. Persons appointed to the Committee
shall indicate their willingness to serve by filing a written consent with the
Board of Directors. Committee members may resign upon 45 days written notice to
the Board of Directors (or on such shorter notice as is acceptable to the Board)
and may be removed by the Board of Directors during their term of office only if
the Board should determine that the member has failed to or is unable to perform
the duties of the office in a workmanlike, efficient manner. The Board of
Directors shall have the power to fill vacancies on the Committee created by
resignation, removal, or death. Unless otherwise specified by the Board of
Directors, the Pension Committee shall be the same Committee appointed by the
Board of Directors of CPC International Inc. to manage and administer the CPC
International Inc. Non-Contributory Retirement Income Plan for Salaried
Employees
15.2 The Committee shall have the power to construe and interpret the
provisions of the Plan; to determine any questions of fact under the Plan,
including questions relating to eligibility, Compensation, entitlement to
benefits, and the form of benefits of any person under the Plan; and to exercise
its discretion with respect to all matters reserved to the Committee under the
Plan, but excluding, however, any matters relating to (a) the Trustee, the Trust
Agreement, and the amendment, modification or termination thereof, (b) the
amendment or termination of the Plan under Section 17.1, except to the extent
specified in Section 17.1(b), (c) the Investment Manager(s) referred to in
Section 15.11, the Investment Manager agreement(s), and the amendment,
modification or termination thereof, and (d) the insurance companies, financial
institutions, and contracts referred to in Section 6.1(b) and the amendment,
modification or termination of such contracts. Such matters are reserved to and
specifically require action by the Board of Directors and with respect to them
the Committee shall have no obligation or responsibility.
15.3 The Committee shall have the power to designate one or more
persons, other than members of the Committee, to carry out fiduciary
responsibilities under the Plan (other than Trustee <PAGE>
41
responsibilities defined in ERISA section 405(c)(3)). Any such designation shall
be in writing, naming the person so designated and describing the terms of the
delegation and the fiduciary responsibility so allocated and each such
delegation shall be accepted in writing by the person so designated. Without
limiting the Committee's authority to designate and allocate, the Company may
delegate to one or more persons the authority (a) to determine the amount of the
benefits due to any person; (b) to maintain books and records of the Plan and
accounts necessary to show the fiscal transactions of the Plan; (c) to order,
direct or authorize the distribution of Plan benefits to any person, and to
determine their form; and (d) to prepare, furnish and hold such forms as are
necessary in the operation of the Plan, including without limitation,
contribution consents, beneficiary designations, transfer and investment
elections, and option elections.
15.4 Each designation or allocation made under Section 15.3 shall also
provide that the Committee shall periodically meet with the person or persons to
whom the delegation was made to review the performance of the person to whom
duties have been delegated. This review, which may be conducted by all Committee
members or by a designated review subcommittee, will permit the Committee to
determine whether it should continue the allocation or designation.
15.5 Any person may serve as a fiduciary (within the meaning of ERISA)
in addition to being an officer, employee, agent or other representative of a
party-in-interest and any person or persons may serve in more than one fiduciary
capacity with respect to the Plan, including service as an Administrator, as
defined in Section 15.9, and as a Trustee.
15.6 The Committee shall have the power to establish rules and
regulations for the Plan as well as for the conduct of its affairs, including
without limitation, fixing quorum requirements, appointing subcommittees with
such powers as the Committee shall determine, and authorizing one or more
members of the Committee to sign any document, instrument or order on behalf of
the Committee. The Committee is authorized to employ actuaries, accountants,
counsel and other consultants and outside service providers and to employ
clerical help to advise and assist the Committee in fulfilling its
responsibilities under the Plan, ERISA or the Code. Unless otherwise provided
herein, the fees of all consultants and service providers and any other expenses
incurred by the Committee shall be paid by the Company. Brokerage fees, transfer
taxes and other expenses attending the investment or reinvestment of Trust Fund
assets shall be paid out of the Trust Fund. The members of the Pension Committee
shall serve without compensation.
15.7 The Committee shall report at least annually to the Board of
Directors (or a specially appointed review subcommittee <PAGE>
42
of the Board of Directors) to permit the Board to review the performance of the
Committee and of the person or persons to whom the Committee has delegated and
allocated fiduciary responsibilities.
15.8 Immediately upon its appointment and at least annually thereafter,
the Committee shall review the estimated amounts and timing of benefit payments
to Members, spouses and beneficiaries and shall communicate them to the Company.
The Company shall communicate these estimates, together with estimates of
contributions to the Plan, to the Trustee and the Investment Managers. The
Trustee or any Investment Manager, responsible for investments of the Trust,
shall provide the method for carrying out-Plan objectives by appropriately
coordinatinq investment policy with Plan needs.
15.9 The Committee shall appoint a Plan Administrator (the
"Administrator") who shall be responsible for and shall discharge all duties and
obligations imposed on an Administrator by ERISA and the Code and shall be the
designated agent of the Plan for any service of process. He shall prepare,
publish, file and furnish the Plan reporting and disclosure reports, statements,
plan descriptions and benefit rights reports of Members in the manner and at the
times required by law. The Administrator shall from time to time establish
election procedures for any provision of the Plan which permits or requires an
election by a Member or a beneficiary. Such procedures may, in the
Administrator's discretion, provide for elections to be made in writing,
electronically, telephonically, or otherwise. The Administrator shall be
appointed for a term of one year and, on the expiration of such term, may be
reappointed for a succeeding term or terms. The Administrator may (but need not)
be a member of the Committee. The person appointed shall indicate his
willingness to serve by filing a written consent with the Committee. The
Administrator may resign upon 45 days written notice to the Committee (or on
shorter notice acceptable to the Committee) and may be removed by the Committee
during his term of office if the Committee should determine that he has failed
or is unable to perform the duties of the office in a workmanlike, efficient
manner. The Committee shall have power to fill a vacancy created by the
resignation, removal, or death of the Administrator. The Administrator may
employ counsel, consultants and outside service providers to render advice and
assistance with regard to any responsibility of the Administrator under the Plan
and may employ necessary clerical help. The Company shall pay the reasonable
fees of actuaries, accountants, counsel or other consultants and service
providers, the expenses of clerical help, and any other necessary and proper
expenses of the Administrator. The Administrator shall report to the Committee
at least quarterly in order that the Administrator's performance of his duties
may be reviewed. <PAGE>
43
15.10 Plan fiduciaries, as described in ERISA, shall discharge their
duties and responsibilities in accordance with the standards of care and
prudence required under that law. To the extent permitted by law, including
ERISA, and by the bylaws of the Company, the Company shall indemnify any
director, officer or employee who is held to be a fiduciary of the Plan against
any liability or loss, including legal expenses, occurring by reason of any act
or omission of such fiduciary. The Company may purchase insurance to cover any
such fiduciary of the Plan for liability or loss, including legal expenses,
occurring by reason of the act or omission of the fiduciary.
15.11 The Board of Directors may appoint one or more investment
managers (collectively "Investment Manager") with authority and discretion to
manage, acquire, and dispose of all or any part of the assets of the Plan as
provided under the Trust Agreement. The Investment Manager shall execute a
written agreement, in form and substance approved by CPC International Inc.,
detailing the Investment Manager's responsibilities and specifying the Plan
assets which the Investment Manager shall manage. The Investment Manager shall
be any of (a) a corporation or partnership registered as an investment adviser
under the Investment Advisers Act of 1940, (b) a bank, as defined in that Act,
or (c) an insurance company qualified to manage, acquire, or dispose of any
asset of an employee pension benefit plan under the laws of more than one State.
The Investment Manager shall acknowledge in writing that it is a fiduciary with
respect to the Plan.
<PAGE>
44
ARTICLE 16
Claims Procedure
16.1 Claims for benefits under the Plan shall be submitted in writing
to the Plan Administrator or a person designated by the Plan Administrator for
this purpose.
16.2 The Administrator shall provide notice in writing to whose claim
for 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 in writing 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.
16.3 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.
16.4 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
his position on the merits of the claim. Such designee(s) shall meet promptly
with the claimant and his duly authorized representative and 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.
16.5 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
<PAGE>
45
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 so advised in writing prior to
the expiration of the initial 60 day period and 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.
<PAGE>
46
ARTICLE 17
Amendment or Discontinuance of the Plan
17.1 (a) The Board of Directors reserves the right to change,
modify or terminate the Plan, in part or in its entirety, as
applied to any Company at any time and for any reason.
Nevertheless, no part of the Trust Fund shall be used for or
diverted to purposes other than for the exclusive benefit of
Members or their beneficiaries prior to the satisfaction of
all liabilities under the Plan with respect thereto. Unless
otherwise specified in an amendment, any amendment shall
apply only to those Members or Employees who are Members or
Employees on the effective date of the amendment.
(b) The Pension Committee appointed by the Board of Directors
pursuant to Section 15.1 shall have the power to amend the
Plan if such amendment (i) is required by legislation or
regulations, or requested by the Internal Revenue Service
(or other government agency) to maintain the qualified
status of the Plan; (ii) implements the provisions of a
collective bargaining agreement to which the Company is a
party; or (iii) implements action which the Board of
Directors has approved.
(c) The Pension Committee shall report annually to the Board of
Directors or a Committee thereof as to the amendments which
the Pension Committee has adopted.
Without in any way limiting the generality of the foregoing, the Board of
Directors reserves the power to amend this Plan at any time or times, including
to provide any additional option or options for payments to Members and their
beneficiaries under the Plan. Any such amendment or discontinuance shall be
effective at such date as the Board of Directors shall determine, except that no
amendment shall be effective as against the Trustee until the date upon which
written notice thereof is given to the Trustee. Unless otherwise specified in an
amendment, any amendment shall apply only to those Members or Employees who are
Members or Employees on the effective date of the amendment. No amendment or
discontinuance shall allow the return to the Company of any part of the monies,
securities, insurance company contracts and any other assets held by the Trustee
under this Plan nor the use of any such assets for any purpose other than for
the exclusive benefit of Members and their beneficiaries and estates.
17.2 If the Plan is terminated in whole or in part or contributions are
discontinued, each affected Member shall have a <PAGE>
47
nonforfeitable right to the value of all Units credited to him at the date of
termination or partial termination. At the direction of the Pension Committee
after any such discontinuance, either
(a) the value of the Units standing to the credit of each Member
shall be applied by the Trustee to the purchase of any
annuity or annuities from an insurance company for the
benefit of such Member, or
(b) such value shall be paid to such Member or, if he is then
deceased, to his designated beneficiary, if living, or, if
such beneficiary is not living, to the beneficiary's estate.
<PAGE>
48
ARTICLE 18
Top-Heavy Provisions
18.1 For purposes of this Article 18, the following terms shall have
the following meanings:
(a) "Determination Date" means, with respect to any Plan Year,
the last Valuation Date of the preceding Plan Year.
(b) "Key Employee" means a Member or former Member who is a "key
employee" as defined in Section 416(i) of the Code.
(c) "Permissive Aggregation Group" means, with respect to a
given Plan Year, this Plan and all other plans of the
Company which may be aggregated in accordance with Section
416(g)(2)(A)(ii) of the Code.
(d) "Present Value of Accounts" means, as of a given
Determination Date, the sum of the Units credited to a
Member under the Plan as of such Valuation Date. The
determination of the Present Value of Accounts shall take
into consideration distributions made during the Plan Year
ending on the Determination Date and the four preceding
years.
(e) "Required Aggregation Group" means with respect to a given
Plan Year, this Plan and all other- plans of the Company
which, in the aggregate, meet the requirements of the
definition contained in Section 416(g)(2)(A)(i) of the Code.
(f) "Top-Heavy" means, with respect to the Plan for a Plan Year:
(1) that the Present Value of Accounts of Key Employees
exceeds 60% of the Present Value of Accounts of all
Members; or
(2) the Plan is part of a Required Aggregation Group and
such Required Aggregation Group is a Top-Heavy Group,
unless the Plan or such Top-Heavy Group is itself part
of a Permissive Aggregation Group which is not a
Top-Heavy Group.
<PAGE>
49
(g) "Top-Heavy Group" means, with respect to a given Plan Year,
a group of Plans of the Company which, in the aggregate,
meet the requirements of the definition contained in Section
416(g)(2)(B) of the Code.
18.2 Notwithstanding any other provision of the Plan to the contrary,
the following provisions of this Section 18.2 shall automatically become
operative and shall supersede any conflicting provisions of the Plan if, in any
Plan Year, the Plan is Top-Heavy.
(a) The minimum Company contribution during the Plan Year on
behalf of a Member who is not a Key Employee shall be equal
to the lesser of (1) 39~ of such Member's compensation
(within the meaning of Section 415 of the Code); or (2) the
percentage of compensation at which Company contributions
(including Company contributions attributable to a salary
reduction arrangement) are made (or required to be made)
under the Plan on behalf of the Key Employee for whom such
percentage is the highest.
(b) In the case of a Member under this Plan who is not a
Key Employee and who also participates in a defined
benefit pension plan of the Company which is included
in the Aggregation Group, the provisions of
subsection (a) above shall be inapplicable, and such
defined benefit pension plan shall provide for a
defined benefit minimum pension benefit in accordance
with Section 416(c)(1) of the Code.
(c) In order to comply with the requirements of Section 416(h)
of the Code, in the case of a Member who is or has also
participated in a defined benefit plan of the Company (or
any member of the Group that is required to be aggregated
with the Company in accordance with Section 415(h) of the
Code) in any Plan Year in which the Plan is Top-Heavy, there
shall be imposed under such defined benefit plan the
following limitation in addition to any limitation which may
be imposed as described in Article 5. In any such year, for
purposes of satisfying the aggregate limit on contributions
and benefits imposed by Section 415(e) of the Code, benefits
payable from the defined benefit plan shall, except as
hereinafter described, be reduced so as to comply with a
limit determined in accordance with Section 415(e) of the
Code, but with the number "1.0" substituted for the number
"1.25" in the "defined benefit plan
<PAGE>
50
fraction" (as defined in Section 415(e)(2) of the Code) and
in the "defined contribution plan fraction" (as defined in
Section 415(e)(3) of the Code). Notwithstanding the
foregoing, if the application of the additional limitation
set forth in this subsection (c) would result in the
reduction of accrued benefits of any Member under the
defined benefit plan, such additional limitation shall not
become operative, so long as (1) no additional Company
contributions, forfeitures or voluntary nondeductible
contributions are allocated to such Member's accounts under
any defined contribution plan maintained by the Company
including this Plan and (2) no additional benefits accrue to
such Member under any defined benefit plan maintained by the
Company. Accordingly, in any Plan Year that the Plan is
Top-Heavy, no additional benefits shall accrue under the
defined benefit plan on behalf of any Member whose overall
benefits under the defined benefit plan otherwise would be
reduced in accordance with the limitation described in this
subsection (c) .
(d) In the event that Congress should provide by statute, or the
Treasury Department should provide by regulation or ruling,
that the limitations provided in this Article 18 are no
longer necessary for the Plan to meet the requirements of
Section 401 of the Code or other applicable law then in
effect, such limitations shall become void and shall no
longer apply, without requiring amendment of the Plan.
<PAGE>
51
ARTICLE 19
General Provisions
19.1 As soon as practicable after the Valuation Date coincident with or
immediately preceding each March 31, June 30, September 30, and December 31,
each Member to whom Units are credited as of such date shall be notified in
writing of the dollar value of such Units which have been credited to him in
each Fund, and of the dollar value of a Unit in each Fund as of such Valuation
Date.
19.2 The adoption of the Plan shall not be deemed to constitute a
contract of employment between the Company and any Employee or other person in
the employ of the Company, or to be a consideration for, or an inducement or
condition of, the employment of any Employee or such other person, or to give
any right to be retained in the employ of the Company, or to interfere with the
right of the Company to discharge any Employee or such other person at any time.
19.3 (a) Except as otherwise provided by law, no distribution or
payment under this Plan to any Member or beneficiary of a
Member 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, nor shall any
such distribution or payment be in any way liable for or
subject to the debts, contracts, liabilities, engagements or
torts or any person entitled to such distribution or
payment. If any such Member or beneficiary has been
adjudicated bankrupt or has purported to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge
any such distribution or payment, voluntarily or
involuntarily, the Plan Administrator may in his discretion
direct the Trustee to hold or apply such distribution or
payment or any part thereof to or for the benefit of such
Member or beneficiary in such manner as the Plan
Administrator shall direct.
(b) (i) Notwithstanding the foregoing, or any other provision of
the Plan to the contrary, the Plan Administrator shall take
such steps as may be necessary under the Plan to comply with
the terms of any applicable "Qualified Domestic Relations
Order" (as defined in Section 414(p) of the Code). The Units
of any
<PAGE>
52
Member subject to such an Order shall be adjusted to reflect
any payments made or to be made pursuant to such an Order.
(ii) the Committee shall adopt such procedures as it deems
necessary and appropriate to carry out the provisions
of this Section 19.3(b).
19.4 If the Plan Administrator or the Committee determine that any
person entitled to payments under the Plan is an infant or incompetent by reason
of physical or mental disability, either one may upon the advice of counsel
cause all payments thereafter becoming due to such person to be made to any
other person for his benefit, without responsibility to follow the application
of amounts so paid. Payments made pursuant to this provision shall completely
discharge the Company, the Trustee, the Plan Administrator and the Committee.
19.5 If the Trustee or the Company is unable to make payment to any
person to whom a payment is due under the Plan because it cannot ascertain the
identity or whereabouts of such person, and if more than six years (in the case
of New Jersey residents five years) after such payment is due, a notice of
payment so due is mailed by the Company to the last known address of such person
as shown on the records of the Company and within three months after such
mailing such person has not made written claim therefor, the Company may direct
that such payment and all remaining payments otherwise due to such person be
cancelled. Furthermore, no amount shall be cancelled under this Section unless
the Plan Administrator verifies to the Committee that he has furnished to such
Member, when the Member first became entitled to receive his Units, an
individual statement setting forth the nature, amount and form of the
nonforfeitable Units to which the Member is entitled. Any amount so cancelled
shall be restored by the Company if and when the same shall be claimed by such
person entitled to receive it.
19.6 The Trust Fund shall be the sole source of benefits under this
Plan, and each Member or any other person who shall claim the right to any
payment or benefit under this Plan shall be entitled to look only to the Trust
Fund for such payment or benefit, and shall not have any right, claim or demand
therefor against the Company or any officer or director of the Company.
19.7 The provisions of the Plan shall be construed, regulated and
administered under the laws of the State of New York except to the extent
superseded by the Code or ERISA. The Plan and the Trust Agreement are intended
to meet the requirements of Sections 401(a) and 501(a) of the Code and the
provisions of ERISA. The Plan shall also be administered in accordance with any
age discrimination law of any state which applies to the Member.
<PAGE>
53
19.8 (a) In the case of any Member or beneficiary ("distributee") who
receives an eligible rollover distribution (within the meaning of
Section 401(a)(31)(C) of the Code) the Plan and the Trustee shall
permit a direct rollover to an eligible retirement plan (within
the meaning of Section 401(a)(31)(D) of the Code) of such
distribution.
(b) The Plan may accept direct rollovers of eligible rollover
distributions from other qualified plans (within the meaning of
Section 401(a) of the Code) at any time following the
commencement of a Member's participation in the Plan. Such direct
rollovers shall be (i) accepted only if they are in U.S. dollars,
(ii) converted into Member Units upon investment in the Plan, and
(iii) invested in such Funds and in such proportions as such
Member shall specify in accordance with Section 3.9.
(c) The Plan Administrator shall adopt such procedures as it deems
necessary or appropriate to carry out the provisions of this
Section 19.8, including, without limitation, application and
notification procedures, spousal consent requirements, and
minimum eligible rollover distribution rules. This Section 19.8
shall be administered and applied in accordance with Section
401(a)(31) of the Code and regulations and administrative
pronouncements issued thereunder.
(d) If a distribution is one to which Sections 401(a)(11) and 417 of
the Code do not apply, such distribution may commence less than
30 days after the notice required under Section 1.411(a)-ll(c) of
the Income Tax Regulations is given provided that:
(1) the Plan Administrator clearly informs the Member that the
Member has a right to a period of at least 30 days after
receiving the notice to consider the decision of whether or
not to elect a distribution (and, if applicable, a
particular distribution option), and
(2) the Member, after receiving the notice, affirmatively elects
a distribution.
19.9 The Committee is authorized to impose any restrictions consistent
with Securities and Exchange Commission ("SEC") Rule 16b-3, and other SEC rules,
on withdrawals, loans, transfers, Plan elections and other Plan transactions
involving Members who
<PAGE>
54
are persons subject to Section 16 of the Securities Exchange Act of 1934.
19.10 Unless otherwise specified herein, any election or consent
permitted or required to be made or given by any Member and any permitted
modification or revocation thereof, shall be made in writing or shall be given
by means of "Benefits Express" or such other interactive telephone system as the
Committee may designate from time to time. Each Member shall have a personal
identification number or "PIN" for purposes of executing transactions through
Benefits Express, and entry by a Member of his PIN shall constitute his valid
signature for purposes of any transaction the Committee determines should be
executed by means of Benefits Express, including but not limited to enrolling in
the Plan, electing contribution rates, making investment choices, executing loan
documents, and consenting to a withdrawal or distribution. Any election made
through Benefit Express shall be considered submitted to the Committee on the
date it is electronically transmitted.
<PAGE>
55
Exhibit I
CPC Baking Business Savings Plan for______________________________________
Member Loan Program
This document sets forth the Member loan program under the Plan with respect to
loans made by the Plan to Plan Members.
1. Administration of the Member loan program.
The Member loan program under the Plan is administered by the
Committee. The Committee has delegated to the Plan Administrator the
authority to make Plan loans, with a minimum loan amount of $1,000, to
Members in accordance with the terms of the Plan, including this
document which forms a part of the Plan. Effective October 2, 1995, the
Plan Administrator has engaged the Trustee to assist him in performing
his responsibilities under the Member loan program.
All applications for Member loans under the Plan and all necessary
documents shall be filed with the Plan Administrator at the following
address:
Personnel Benefits Center
-------------------------
-------------------------
-------------------------
(Attn.: Plan Administrator)
2. Eligibility for Member loans.
All Plan Members who are in Service (that is, not on a leave of
absence or layoff) are eligible for Plan loans without regard to race,
color, religion, sex, age or national origin. However, a Plan Member
may not obtain a loan if he (i) already has an outstanding loan under
the Plan or (ii) is determined by the Plan Administrator not to be
creditworthy.
A Member shall be deemed to be creditworthy with respect to a loan
unless he will be in default on the loan under paragraph 9(g) or (h)
hereof immediately after the loan is made.
3. Purpose of loans.
Plan Members may obtain a loan under the Plan for any purpose.
4. Term of loans.
<PAGE>
56
The loan term shall be for a 60 month period. The loan repayment
period shall be a terms of 24, 30, 36, 42, 48, 54 or 60 months.
5. Repayment of loans.
Loans to Plan Members shall be repaid, in level installment payments
of principal and interest, by semi-monthly payroll deduction beginning
as soon as administratively practicable after the date the loan is
made.
The Committee may authorize a different payroll deduction schedule
(with no lesser frequency than monthly installment payments) for
Members who are paid on other than a semi-monthly schedule or who are
employees of an Affiliated Company.
6. Maximum Plan loan amount.
The maximum amount that a Member can borrow from the Plan (when added
to the unpaid balance of any outstanding Plan loans) is the lesser of
-
(a) S50,000 minus the excess (if any) of -
(b) the greater of $10,000 or 50% of his vested interest under the
Plan (determined as of the Valuation Date preceding the date on
which the loan is made); or
(i) the highest outstanding balance of Plan loans during
the one-year period ending on the Valuation Date
immediately preceding the Valuation Date on which the
current loan is made, over
(ii) the outstanding balance of prior Plan loans on the
Valuation Date immediately preceding the Valuation
Date on which the current loan is made.
In no event can a loan to a Member be made in an amount that will
result, immediately after such loan is made, in a semi-monthly (or
other period designated in accordance with paragraph 5) payroll
deduction amount greater than the amount of the Member's net
semi-monthly (or other period designated in accordance with paragraph
5) paycheck (after all other payroll deductions).
Subparagraph (b) of this paragraph 6 shall be interpreted, construed
and administered so as to satisfy the conditions of Code Section
72(p)(2)(A).
<PAGE>
57
7. Interest rate.
(a) Interest rates for Plan loans will be set by the Committee, and
will be reasonable rates that will provide the Plan a return
commensurate with the interest rates charged by persons in the
business of lending money for loans made under similar
circumstances.
The interest rate for a Plan loan will be fixed on the day the loan is
applied for and will remain constant during the term of the loan.
(b) The Committee has determined that the interest rate for Plan
loans shall be the prime rate on the last Valuation Date of the
month preceding the date the loan is applied for as published in
the Wall Street Journal on the business day following such
Valuation Date, plus 1%.
(c) The Committee shall periodically determine whether the interest
rates then being charged for new Plan loans continue to satisfy
the criteria set forth in paragraph (a) above, and in the event
the Committee determines that such rates no longer satisfy such
criteria, the Committee shall change the rates for future loans
so as to satisfy such criteria.
<PAGE>
58
8. Prepayment of loan.
A Member may prepay a Plan loan in full at any time after it has been
outstanding for 12 months without penalty by remitting a bank check, certified
check or other immediately available funds directly to Fidelity Management Trust
Company as Trustee of the CPC Baking Business Savings Plan. Partial prepayment
loan is not permitted.
9. Loan default.
In the event a Member defaults on a Plan loan, the entire unpaid
balance of the loan shall become due and payable immediately. The Plan
Administrator may declare a loan to be in default if any of the
following events occur:
(a) the termination of his Service with the Company for any reason
(including death);
(b) the Member becoming a Disabled Member;
(c) failure of the Member to make any payment of principal or
interest on the loan on or before the date such payment is due;
(d) the Member's net paycheck (after all other payroll deductions)
decreases to an amount lower than his payroll deduction loan
repayment amount;
(e) failure of the Member to perform or observe any of his covenants,
duties or agreements under the promissory note executed by the
Member with respect to the loan;
(f) receipt by the Plan of opinion of counsel to the effect that (1)
the Plan will, or could, lose its status as a qualified plan
under Code Section 401(a) unless the loan is repaid or (2) the
loan violates, or may violate, any provision of ERISA;
(g) any portion of the Member's account that is not in excess of the
amount that has been pledged as security for the loan becomes
payable from the Plan to the Member, to any beneficiary of the
Member, or to any "alternate payee" of the Member pursuant to any
qualified domestic relations order (as defined in section 414(p)
of the Code); or
(h) the Member makes an assignment for the benefit of creditors,
files a petition in bankruptcy, is adjudicated insolvent or
bankrupt, or becomes a subject of any wage earner plan under the
federal Bankruptcy Code or under any applicable state insolvency
law, or there is commenced against the Member any bankruptcy,
<PAGE>
59
insolvency, or other similar proceeding which remains undismissed
for a period of 60 days (or the Member by an act indicates his
consent to, approval of, or acquiescence in any such proceeding).
In the event a default on a Member loan occurs and the Member does not
pay the entire unpaid balance of the loan (with accrued unpaid
interest) within five business days after the date the default occurs,
the Member's vested interest under the Plan that has been pledged as
security for repayment of the Plan loan shall be applied immediately,
to the extent required, to pay the entire unpaid balance of the loan
(and all accrued unpaid interest thereon); provided, however, that in
the case of a default described in subparagraph (g) above, the Plan may
distribute the Member's promissory note to the Member (or if the Member
has died, to his beneficiary) in full satisfaction of the Plan's
liability to the Member (or if the Member has died, to his beneficiary)
with respect to that portion of the Member's vested account equal to
the outstanding loan amount (including accrued unpaid interest).
Notwithstanding the foregoing, no portion of the Member's account
consisting of, or attributable to, the Member's elective deferrals (as
defined in Section 402(g) of the Code) shall be applied to pay an
outstanding loan before the date the Member terminates his Service or,
if earlier, attains age 59-1/2.
Failure by the Committee to enforce strictly Plan rights with respect
to a default on a Plan loan shall not constitute a waiver of such
rights.
10. Security for repayment of Plan loan.
A Member's repayment obligation with respect to a Plan loan shall be
secured by his vested Plan account, up to a maximum of fifty percent
(508) of the dollar amount of the vested account at the date of the
loan. No other property shall be accepted as security.
11. Promissory note.
No Plan loan shall be made to a Member unless the Member executes a
promissory note in a form approved by the Committee.
12. Loan considered an investment of the Member's Plan account.
A Plan loan to a Member shall be treated by the Plan as a separate
investment of the account of the Member. All interest received by the
Plan with respect to such loan shall be credited to the Member's
account and all losses and expenses incurred by the Plan with respect
to such loan (including, without limitation, any expenses of collection
<PAGE>
60
in the event of default) shall be charged against the Member's account.
13. Ordering rules for loans and loan payments.
(a) A Member loan shall be treated as being made from the various
"Parts" or subaccounts of the Member's account under the Plan, as
follows:
(1) first from his Deferred Contribution Units;
(2) next from his Member Units attributable to rollovers under
Section 19.8(b);
(3) next from his Member Units attributable to Member
Contributions which have not been matched by Company
Contributions;
(4) next from his Member Units attributable to Member
Contributions which have been matched by Company
contributions; and
(5) last from his Company Units
in each instance proportionately from the Funds in which such Parts or
subaccounts are invested. In no event may a Member loan be made to the
extent it would require accessing of the Member's ESOP Units.
14. Procedures for applying for a loan.
(a) First, the Member must initiate a loan request through the
Fidelity Benefits Retirement Line ((800)835-5091);
(b) next, the Trustee will provide the Member with a loan
amortization schedule, based on the amount of loan requested;
(c) next, the Member will be given a completed promissory note for
his review; and
(d) next, the Plan Administrator will verify that all requirements
and procedures relating to Plan loans have been satisfied (for
example, receipt of required spousal waivers and executed Truth
in Lending statements). If so, the loan will be made following
the receipt of an executed promissory note from the Member and,
if the term of the requested loan is longer than five years,
proof that the proceeds of the loan are to be used for the
purchase of his principal residence.
All loans are made as of the Valuation Date which is as soon as practicable
following receipt of all documents necessary under <PAGE>
61
this Member loan program. All loans must be applied for through the Fidelity
Benefits Retirement Line (800) 835-5091). The loan application will be deemed to
have expired if all documents required of the Member are not submitted in form
and substance satisfactory to the Plan Administrator within 30 days after the
loan application date.
<PAGE>
AMENDMENT NO. 1
THIS INSTRUMENT made this day of July, 1996 by CPC Baking Co., Inc.
(the "Company").
W I T N E S S E T H:
WHEREAS, certain wholly-owned subsidiaries of the Company have adopted
the CPC Baking Business Savings Plan effective as of October 2, 1995 (the
"Plan"); and
WHEREAS, the Company reserves the right under Section 17.1(a) of the
Plan to amend the Plan by action of its Board of Directors; and
WHEREAS, the Company desires to amend the Plan to correct certain Plan
language;
NOW, THEREFORE, the Plan is amended as follows:
FIRST: The first sentence of Section 1.14 is revised to read as
follows:
"1.14 "Employee" means an employee of the Company; provided, however,
that an employee shall not be an Employee if such employee is, or
becomes, a member of a collective bargaining unit for which retirement
benefits were the subject of good faith bargaining between the Company
and the representatives of such unit unless eligibility for
participation in this Plan is provided for by an agreement between the
Company and such representatives."
<PAGE>
2
SECOND: This Amendment is effective as of October 2, 1995.
IN WITNESS WHEREOF, CPC Baking Co., Inc. has caused this Amendment to
be executed by its duly authorized officer on the date set forth above.
CPC BAKING CO., INC.
By_________________________
<PAGE>
CPC BAKING BUSINESS SAVINGS PLAN
AMENDMENT NO. 2
THIS INSTRUMENT made this 20th day of September, 1996 by CPC Baking
Co., Inc. (the "Company").
W I T N E S S E T H:
WHEREAS, certain wholly-owned subsidiaries of the Company have adopted
the CPC Baking Business Savings Plan effective as of October 2, 1995 and as
subsequently amended (the "Plan"); and
WHEREAS, the Company reserves the right under Section 17.1(a) of the
Plan to amend the Plan by action of its Board of Directors; and
WHEREAS, the Company desires to amend the Plan to expand the
membership of the Pension Committee;
NOW, THEREFORE, the Plan is amended as follows:
FIRST: The first sentence of Section 15.1 is revised to read as
follows:
"The Pension Committee shall consist of such persons as are appointed
by the Board of Directors."
SECOND: This Amendment is effective as of September 17, 1996.
<PAGE>
2
IN WITNESS WHEREOF, CPC Baking Co., Inc. has caused this Amendment to
be executed by its duly authorized officer on the date set forth above.
CPC BAKING CO., INC.
By ____________________
EXHIBIT 5
January 3, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: CPC International Inc.
Registration Statement on Form S-8
Gentlemen:
I am Senior Vice President and General Counsel of CPC International
Inc. (the "Company") and am rendering this opinion for the Company in connection
with the preparation of the Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended. The Registration Statement covers shares of
the Company's Common Stock, $.25 par value, offered under the CPC Baking
Business Savings Plan (the "Plan").
In arriving at the opinion expressed below, I have examined and relied
on or otherwise identified to my satisfaction, all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and I have
made such investigations of law, as I have deemed appropriate as a basis for the
opinion expressed below.
Based on the foregoing, I advise you that it is my opinion that all of
the issued and outstanding shares of capital stock of the Company have been duly
authorized and validly issued and are fully paid and non-assessable; no holder
thereof is or will be subject to personal liability by reason of being such a
holder; and none of the outstanding shares of capital stock of the Company was
issued in violation of the preemptive rights of any stockholder of the Company.
I express no opinion other than as to the federal laws of the United
States of America, the laws of the State of New York and the General Corporation
Law of Delaware.
I hereby consent to the filing of a copy of this opinion with the
Commission as an exhibit to the Registration Statement referred to above.
Very truly yours,
/s/Clifford B. Storms
------------------------
Clifford B. Storms
Senior Vice President
and General Counsel
EXHIBIT 23(i)
CONSENT OF THE INDEPENDENT AUDITORS
The Board of Directors
CPC International Inc.:
We consent to the incorporation by reference of our report dated February 5,
1996, relating to the consolidated balance sheets of CPC International Inc. and
Subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the years
in the three year period ended December 31, 1995 incorporated herein by
reference in the Registration Statement on Form S-8 and in the related
prospectus pertaining to the registration of CPC International Inc. common stock
for the CPC Baking Business Savings Plan and to the reference to our firm under
the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
New York, New York
December 18, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/Theodore Black
---------------------
Theodore Black
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/Alfred C. DeCrane, Jr.
-------------------------
Alfred C. DeCrane, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/William C. Ferguson
------------------------
William C. Ferguson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/Robert J. Gillespie
-----------------------
Robert J. Gillespie
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/Ellen R. Gordon
-------------------
Ellen R. Gordon
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/George V. Grune
-------------------
George V. Grune
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/Leo I. Higdon
------------------
Leo I. Higdon
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/Richard G. Holder
---------------------
Richard G. Holder
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/Eileen S. Krause
--------------------
Eileen S. Krause
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/Alain Labergere
--------------------
Alain Labergere
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles R. Shoemate, Clifford B. Storms and John B. Meagher his true
and lawful attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign Registration Statements or amendments (including
post-effective amendments) thereto with respect to the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, $.25 par value,
of CPC International Inc. (the "Company") delivered pursuant to the CPC Baking
Business Savings Plan and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitute may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of December, 1996.
/s/William S. Norman
-----------------------
William S. Norman
