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                                                                      EXHIBIT 10



                     FIRST AMENDMENT OF SEVERANCE AGREEMENT
                             FIRST AMENDMENT TO THE
                               SEVERANCE AGREEMENT

         WHEREAS, the Executive and the Company have entered into a severance
agreement, dated ________, _____ , by and between BESTFOODS (formerly CPC
INTERNATIONAL INC.), a Delaware corporation (the "Company"), and
_____________(the "Executive") (referred to hereinafter as the "Agreement"); and

         WHEREAS, the Executive is a key employee of the Company or a Subsidiary
of the Company as defined in the Agreement; and

         WHEREAS, the Board of Directors of the Company (the "Board") continues
to consider the maintenance of a sound management to be essential to protecting
and enhancing the best interests of the Company and its stockholders and
recognizes that the possibility of a change in control raises uncertainty and
questions among key employees and may result in the departure or distraction of
such key employees to the detriment of the Company and its stockholders; and

         WHEREAS, the Board wishes to assure that it will have the continued
dedication of the Executive and the availability of the Executive's advice and
counsel notwithstanding the possibility, threat or occurrence of a bid to take
over control of the Company, and to induce the Executive to remain in the employ
of the Company or a Subsidiary; and

         WHEREAS, the Executive is willing to continue to serve the Company and
its Subsidiaries taking into account the provisions of the Agreement; and

         WHEREAS, pursuant to Section 7(i) of the Agreement, the Agreement may
be amended by an instrument in writing signed by the Company and the Executive;
and

         WHEREAS, the Board wishes to amend the Agreement.

         NOW, THEREFORE, in consideration of the foregoing, and the respective
covenants and agreements of the parties contained within the Agreement and
herein, the parties agree to amend the Agreement (which may be effected in
signed counterparts each of which will be deemed an original, but all of which
together will constitute one and the same instrument) as of the date first
indicated below and in the manner provided below:

1.       Section 1
Section 1 is deleted in its entirety, and replaced with the following:

         1. Change in Control and Anticipatory Change in Control. Benefits shall
         be provided under Section 3 hereof only if (1) a Change in Control
         occurs and (2) the Executive's employment by the Company and its
         Subsidiaries shall have terminated in accordance with Section 2 below
         within the "Protection Period" as defined below, provided, however,
         that benefits under Section 3(iii) of this Agreement shall commence at
         the time of an Executive's termination of employment if such
         termination occurs after an "Anticipatory Change in Control", but shall
         be discontinued if a determination is made (pursuant to Section 1(iii)
         of this Agreement) that such Anticipatory Change in Control has ended.
         If any Protection Period terminates without the Executive's employment
         having terminated, any subsequent "Change in Control" or "Anticipatory
         Change in Control" shall give rise to a new Protection Period. No
         benefits shall be paid under Section 3 of this Agreement if the
         Executive's employment terminates outside of a Protection Period.

                           (i) For purposes of this Agreement, the term
                  "Anticipatory Change in Control" shall mean the occurrence of
                  any of the following events:


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                                    (A) the execution of an agreement or written
                  document which, if the subject thereof were consummated, would
                  result in a Change in Control; or

                                    (B) a public announcement by any person(s),
                  including the Company, of an intent to take action(s), which,
                  if consummated, would result in a Change in Control; or

                                    (C) the date of the delivery of a signed,
                  written statement to the Compensation and Nominating Committee
                  of the Board or any successor thereto (the "Committee") by the
                  Executive Vice President, Strategic Business Development &
                  Finance or General Counsel of the Company that a Change in
                  Control is reasonably expected to take place within the next
                  12 months, provided that the Committee approves of the
                  statement of the Executive Vice President, Strategic Business
                  Development & Finance or General Counsel within thirty (30)
                  days of receipt thereof.

                           (ii) For purposes of this Agreement, the term "Change
                  in Control" shall mean:

                                    (A) any person (within the meaning of
                  Sections 13(d) and 14(d) of the Securities Exchange Act of
                  1934, as amended) ("Person") (but excluding the Company, a
                  Subsidiary, or a trustee or other fiduciary holding securities
                  under an employee benefit plan or employee stock plan of the
                  Company or a Subsidiary) becomes, directly or indirectly, the
                  "beneficial owner" (as defined in Rule 13d-3 under the
                  Securities Exchange Act of l934, as amended) of 15% or more of
                  the combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors ("Voting Securities") of the Company, provided,
                  however, that there shall be excluded, for this purpose, any
                  acquisition of Voting Securities either from the Company or
                  pursuant to a Stock Combination (as defined hereinafter); or

                                    (B) any Person commences a tender offer or
                  exchange offer which, if successful, would result in such
                  Person becoming the "beneficial owner" of at least 15% of the
                  outstanding Voting Securities of the Company; provided,
                  however, that the Board shall have the right to delay the date
                  on which a Change in Control shall be deemed to occur pursuant
                  to this clause (B), but in no event beyond the earlier of (a)
                  the date of the public announcement that the Board has
                  determined to recommend, or remain neutral toward, such offer,
                  or (b) the earliest date on which there is a purchase of any
                  Voting Securities of the Company pursuant to such offer; or

                                    (C) during any period of two consecutive
                  years individuals who at the beginning of such period
                  constitute the Board (including for this purpose any new
                  director whose election by the Board or nomination for
                  election by the Company's stockholders was approved by a vote
                  of at least two-thirds of the directors then still in office
                  who either were directors at the beginning of the period or
                  whose election or nomination for election was previously so
                  approved (such individuals and such new directors being
                  "Continuing Directors")) cease for any reason to constitute a
                  majority of the Board; or

                                    (D) the stockholders of the Company approve
                  a merger, consolidation, reorganization or sale of
                  substantially all of the assets of the Company ("Combination")
                  with any other corporation or legal person, other than a
                  Combination which (a) is approved by a majority of the
                  directors of the Company who are Continuing Directors at the
                  time of such approval, and (b) would result in the Common
                  Stock of the Company outstanding immediately prior thereto
                  remaining outstanding or being converted into voting common
                  stock, or its equivalent, of either

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                  the surviving entity or the Person owning directly or
                  indirectly all the common stock, or its equivalent, of the
                  surviving entity which voting common stock, or its equivalent,
                  is listed on a registered United States national securities
                  exchange or is approved for quotation and trading on the
                  National Association of Securities Dealers Automated Quotation
                  National Market System ("Stock Combination"); or

                                    (E) the stockholders of the Company approve
                  a plan of complete liquidation of the Company or an agreement
                  for the sale or disposition by the Company of all or
                  substantially all the Company's assets.

                           (iii) For purposes of this Agreement, the term
                  "Protection Period" shall mean the period beginning on the
                  date of the Anticipatory Change in Control and ending on the
                  earlier of the (a) second anniversary of the date of the
                  Change in Control, or (b) a written determination by the
                  Executive Vice President, Strategic Business Development &
                  Finance or the General Counsel of the Company, approved by
                  either the Board of Directors of the Company, the outside
                  directors of the Board, or the Committee, that an Anticipatory
                  Change in Control has ended without concluding in a Change in
                  Control.

                           (iv) For purposes of this Agreement, the term
                  "Subsidiary" shall mean any corporation in which the Company
                  possesses directly or indirectly fifty percent (50%) or more
                  of the total combined voting power of all classes of stock.

2.       Section 2

The first paragraph of Section 2 is deleted in its entirety and replaced
with the following:

         Termination Within a Protection Period. Following a Change in Control,
         the Executive shall be entitled to the benefits provided in Sections
         3(i)-(ii) and (iv)-(vi) hereof upon any terminatio of his or her
         employment with the Company and its Subsidiaries within a Protection
         Period, except a termination of employment (a) because of his or her
         death, (b) because of a "Disability", (c) because of "Normal
         Retirement", (d) by the Company for "Cause", or (e) by the Executive
         other than for "Good Reason." Following an Anticipatory Change in
         Control or a Change in Control, the Executive shall be entitled to the
         benefits provided in Sections 3(iii) hereof upon any termination of his
         or her employment with the Company and its Subsidiaries within a
         Protection Period, except a termination of employment (a) because of
         his or her death, (b) because of a "Disability", (c) because of "Normal
         Retirement", (d) by the Company for "Cause", or (e) by the Executive
         other than for "Good Reason."

3.       Section 2(ii)

The phrase "Bestfoods Non-Contributory Pension Plan for Salaried Employees, or a
similar pension plan of a Subisidiary, or a successor plan to such Retirement
Plan" is deleted from paragraph (ii) of Section 2 and is replaced with the
phrase "Bestfoods Cash Balance Pension Plan for Salaried Employees or any
successor plan (the "Retirement Plan")," and thereafter the phrase
"Non-Contributory Pension Plan" shall be replaced with the phrase "Retirement
Plan."

4.       Section 2(iii)

The phrase "Compensation and Nominating Committee of the Board or any successor
thereto (the "Committee")" is deleted from paragraph (iii) of Section 2 and is
replaced with the word "Committee."

5.       Section 3

The phrase "Subject to the provisions of Section 2," is inserted prior to the
first sentence of Section 3.

6.       Section 3(iii)

Paragraph (iii) of Section 3 is deleted in its entirety and replaced with the
following:

         (iii) During the period of 36 months beginning on the date of the
         Executive's termination of employment (the "Benefit Period"), the
         Executive shall be deemed to remain an employee of the Company or the
         applicable Subsidiary for purposes of the applicable medical and
         insurance plans of the

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         Company and its Subsidiaries (but excluding any disability, business
         travel, or spending account plans), and shall be entitled to receive
         the benefits available to employees thereunder, provided that continued
         participation is possible under applicable law and the terms of such
         plan or program, and provided, further, that if the Executive would
         qualify for retiree benefits during the Benefit Period under the
         applicable medical or insurance plan without regard to this Agreement,
         the Executive shall instead be entitled to receive the benefits
         available to retirees in accordance with the terms of such plan. In the
         event that the Executive's participation in any such benefit plan or
         program is barred, the Company shall arrange to provide the Executive
         with substantially similar benefits.

7.       Section 3(iv)

The first paragraph of paragraph (iv) of Section 3 is deleted in its entirety
and replaced with the following:

         (iv) As of the date of the later of the Executive's termination of
         employment or the Change in Control, the Company shall supplement the
         benefits payable under the Retirement Plan and the Bestfoods Excess
         Benefit Plan or any successor plan (the "Excess Plan") (all determined
         without regard to this Section 3) by providing to the Executive the
         additional benefits that the Executive would have been entitled to
         receive if he or she had remained in the employment of the Company
         during the Benefit Period earning compensation at the rate in effect on
         the date his or her employment terminates. The supplemental benefits
         pursuant to this subsection (iv) in respect of the Retirement Plan and
         the Excess Plan shall be treated as additional benefits under the
         Excess Plan, shall be payable in the same form and commencing at the
         same time as benefits payable under the Excess Plan, and shall be
         subject to the provisions of the Excess Plan. The Executive's
         beneficiary with respect to such benefits shall be the same person or
         persons as determined under the Excess Plan.

8.       Section 3(vi)

Section 3 is amended to include this new section (vi), which reads as follows:

         (vi) In the event of a Change in Control, with respect to terminations
         prior to such Change in Control but on or after an Anticipatory Change
         in Control which relates to such Change in Control, notwithstanding
         anything in the Bestfoods 1993 Stock and Performance Plan (the "Stock
         and Performance Plan") or an award thereunder to the Executive to the
         contrary, (A) the Executive's rights under his options shall not
         terminate and such options shall become vested under Section 2.3(b) of
         the Stock and Performance Plan as if the Executive were employed as of
         the date of such Change in Control, and for purposes of Sections 2.3(d)
         of the Stock and Performance Plan, such options shall be exercisable
         following the date of termination of employment, but in no event after
         their respective expiration dates, (B) any restrictions shall lapse as
         under Section 3.2(e) of the Stock and Performance Plan as if the
         Executive were employed as of the date of such Change in Control, and
         (C) the Executive will receive the amounts he would have received under
         Section 4.6 of the Stock and Performance Plan as if he were employed as
         of the date of such Change in Control.

9. Section 8

The title "Vice President" is amended to read "Senior Vice President."

10. Section 9

Section 9 is deleted in its entirety and amended to read as follows:

                            9. Miscellaneous; Pooling Transactions. (a) No
          provision of this Agreement may be waived or modified unless such
          waiver or modification is in writing and signed by the Executive and
          the Company's Chief Executive Officer or such other officer as may be
          designated by the Board. No waiver by either party of any breach by
          the other party of, or compliance with, any provision of this
          Agreement shall be deemed a waiver of similar or dissimilar provisions
          at the same or any prior or subsequent time. The validity,
          interpretation, construction and performance of this Agreement shall
          be governed by the laws of the State of New Jersey, without regard to
          its principles of conflict of laws, and by applicable laws of the
          United States.


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         (b) Notwithstanding anything contained in the Agreement to the
         contrary, in the event of a Change in Control that is also intended to
         constitute a transaction to be accounted for as a "pooling of
         interests" under generally accepted accounting principles, the
         Committee shall take such actions, if any, as are specifically
         recommended by an independent accounting firm retained by the Company
         to the extent reasonably necessary in order to assure that the
         transaction will qualify as such, including but not limited to (a)
         deferring any payment or benefits provided for in connection with an
         Anticipatory Change in Control, (b) providing that any such payment
         provided for in connection with an Anticipatory Change in Control be
         made in the form of cash, common stock or securities of a successor or
         acquirer of the Company, or a combination of the foregoing, and (c)
         providing that any such payments or benefits provided for in connection
         with an Anticipatory Change in Control not be paid with respect to the
         Change in Control.

11.      Company Name

Reference to the Company as "CPC International Inc." is deleted and replaced
with the name "Bestfoods."

12.      Effective Date

This First Amendment to the Severance Agreement shall be effective as of May 16,
2000.

IN WITNESS WHEREOF, the parties have executed this First Amendment to the
Severance Agreement on the day and year indicated below.

                                  BESTFOODS

                                  By:
                                     ------------------------------------------
                                     Name:
                                          -------------------------------------
                                     Title:
                                           ------------------------------------
                                  Date:
                                       ----------------------------------------

                                  EXECUTIVE

                                  By:
                                     ------------------------------------------
                                     Name:
                                          -------------------------------------
                                  Date:
                                       ----------------------------------------

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