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                                                                EXHIBIT 10(c)(i)


                             CPC INTERNATIONAL INC.
                DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS


                      As Amended Effective November 1, 1996


1.       PURPOSE AND ELIGIBILITY
                  The purpose of the Plan is to: (i) provide outside directors
         with an opportunity to defer receipt of all or a portion of their cash
         compensation as members of the Board, (ii) establish terms for such
         deferral and (iii) provide for compensation in the form of mandatorily
         deferred shares of Common Stock of the Company. All directors who are
         not, and have never been, employees of the Company shall be eligible to
         participate in the Plan.

2.       ADMINISTRATION
                  The Plan shall be administered by the Compensation and
         Nominating Committee (the "Committee") of the Board of Directors. The
         members of the Committee shall be appointed by the Board. The Committee
         shall have full power and authority to interpret the terms of the Plan,
         to determine all questions arising in the administration of the Plan,
         and to adopt such rules and procedures as it may deem advisable for the
         administration of the Plan.

3.       STOCK COMPENSATION
         (a)    Fifty percent (50%) of the annual retainer of the directors will
                be paid in the form of mandatorily deferred shares of Common
                Stock, which shall be credited to each director's Stock Account
                as provided in Section 5 and paid after resignation or
                retirement from the Board as provided in Section 7.
         (b)    Amounts transferred from the Company's Retirement Income Plan
                for Outside Directors (the "Retirement Plan") with respect to
                directors in service on May 1, 1996, in the form of deferred
                shares of Common Stock, will be credited to each director's
                Transferred Stock Account as provided in Section 5 and paid
                after resignation or retirement from the Board as provided in
                Section 7.


4.       ELECTION TO DEFER CASH COMPENSATION
                  On or before December 31 of any year, a director may deliver
         to the Committee a written election to defer all or any part of his
         cash compensation for the succeeding calendar year. Such election shall
         be irrevocable and shall specify whether

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         and to what extent such compensation shall be deferred in the form of
         Common Stock and credited to the director's Stock Account. The balance,
         if any, shall be deferred in cash and credited to the director's
         Interest-Bearing Account as provided in Section 5. A director who first
         assumes office after January 1 of any year may elect, prior to the
         first day of the next full calendar quarter, to defer all or any part
         of such compensation for the succeeding calendar year.

5.       DEFERRED COMPENSATION ACCOUNTS
                  The Committee shall establish and maintain three deferred
         compensation accounts for each director: (i) a Stock Account, to which
         there shall be credited stock compensation and the portion of cash
         compensation which the director has elected to defer in the form of
         Common Stock, (ii) a Transferred Stock Account, to which there shall be
         credited stock equivalents transferred from the Retirement Plan, and
         (iii) an Interest-Bearing Account, to which all other deferred cash
         compensation shall be credited.
                  At the end of each calendar quarter, there shall be credited
         to the respective Accounts the deferred compensation accrued during
         such quarter. If a director has elected to defer cash compensation in
         the form of Common Stock, the number of full shares to be credited to
         the Stock Account for each quarter shall be determined on the basis of
         the closing price of the Common Stock on the last trading day of the
         quarter as reported for New York Stock Exchange-Composite Transactions,
         and any amount which would represent a fractional share shall be
         credited to the director's Interest-Bearing Account.
                  Amounts credited to a director's Interest-Bearing Account
         shall earn interest equivalents at such rate (which may be a floating
         rate) as shall be determined from time to time by the Committee.
                  Dividend equivalents on shares credited to a director's Stock
         Account shall, if the director so elects, be credited at the end of
         each quarter to his or her Stock Account in the form of full shares of
         common Stock, with any amount which would represent a fractional share
         being credited to his or her Interest-Bearing Account. In the absence
         of such election, all dividend equivalents shall be credited to the
         director's Interest-Bearing Account. Dividend equivalents on shares
         credited to a director's Transferred Stock Account shall be credited at
         the end of each quarter to his or her Transferred Stock Account in the
         form of full shares of Common Stock, with any amount which would
         represent a fractional share being credited to his or her
         Interest-Bearing Account.

6.       ANNUAL LIMITATION ON DEFERRALS IN COMMON STOCK
                  The maximum number of shares of Common Stock which may be
         credited under the Plan to all the director's Stock Accounts and
         Transferred Stock Accounts in any year shall not exceed 10,000. Any
         deferrals which would cause such number to exceed 10,000 shares in any
         year shall be credited to the Interest-Bearing Accounts.

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7.       PAYMENT
                  Payment of a director's Accounts shall be made at such dates
         as may be determined by the Committee, but in no event earlier than six
         months after resignation or retirement as a director nor later than ten
         years thereafter. Payment of a director's Stock Account may be made in
         cash or shares of Common Stock, or any combination thereof, as the
         director shall request subject to the approval of the Committee.
         Payment of a director's Transferred Stock Account and Interest-Bearing
         Account shall be in cash.
                  In the event of a director's death prior to receiving all
         payments due under the Plan, the remaining amount shall be paid in a
         lump sum to the beneficiary or beneficiaries designated by the director
         in a writing filed with the Committee or, in the absence of an
         effective designation, to the director's estate.


8.       GRANTOR TRUST
                  The Company may establish an irrevocable grantor trust with an
         independent trustee, which shall be a bank or trust company selected by
         the Company, and transfer to the trustee of that trust shares of Common
         Stock and cash or other assets in order to assist the Company in
         fulfilling its payment obligations hereunder. The governing trust
         instrument must require that the trustee shall establish a separate
         account in the trust fund for each director, based on the contributions
         made by or for such director, that all assets held in the trust shall
         remain available to satisfy the claims of general creditors of the
         Company in case of insolvency or bankruptcy and that the Company shall
         give timely written notice to the trustee of the insolvency or
         bankruptcy of the Company.


9.       NON-ASSIGNABILITY
                  The rights and interests of a director hereunder may not be
         assigned, pledged or otherwise transferred except by will or the laws
         of descent and distribution.


10.      AMENDMENTS AND TERMINATION
                  The Board may at any time amend or terminate the Plan. No
         amendment or termination shall alter or impair existing rights in
         respect of a director's Accounts.
                  If the outstanding shares of Common Stock are changed by
         reason of any stock dividend or split, recapitalization, merger,
         consolidation, combination, exchange of shares, or other corporate
         change, the Committee shall make such substitutions or adjustments to
         the Stock Accounts and the Transferred Stock Accounts and the annual
         limitation on deferrals in Common Stock as it deems to be equitable and
         consistent with the provisions contained herein.

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11.      GENERAL MATTERS
                  Cash and Common Stock credited to Accounts under the Plan will
         be paid at the dates and in the manner provided for in Section 7 from
         the assets of the grantor trust established under Section 8 and, to the
         extent the assets therein are not sufficient or such a trust has not
         been established, from the general assets of the Company. Prior to such
         payment, a director will have no interest under the Plan in any
         specific asset of the Company or any security interest in the assets of
         a grantor trust established under Section 8. Until the establishment of
         such a trust, no certificates shall be issued for shares credited to a
         director's Stock Account or Transferred Stock Account.
                  All expenses incurred in administering the Plan and a grantor
         trust established under Section 8 will be paid by the Company.


                                                         Adopted: April 22, 1969

                                                         Amended: March 20, 1984
                                                                January 19, 1988
                                                                  March 15, 1988
                                                              September 21, 1993
                                                                     May 1, 1994
                                                                     May 1, 1996
                                                                November 1, 1996

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