<PAGE>



                                                                    EXHIBIT 4(e)




                        CORN PRODUCTS INTERNATIONAL, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                            EFFECTIVE JANUARY 1, 1998



              AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2001








<PAGE>





                                    FOREWORD

Effective as of January 1, 1998, Corn Products International, Inc. has adopted
the Corn Products International, Inc. Supplemental Executive Retirement Plan
(the "Plan") for the benefit of certain of its Key Executives.

The purposes of the Plan are (a) to permit certain Key Executives to defer
payment of a portion of current compensation, including short and long term
performance bonus payments, until a later year, and (b) to provide Participants
and their beneficiaries with the amount of retirement income that is not
provided under the Corn Products International, Inc. Cash Balance Plan for
Salaried Employees and the Corn Products International, Inc. Retirement Savings
Plan by reason of limits on recognized compensation required by Sections
401(a)(17), 402(g) and 415 of the Internal Revenue Code of 1986, as amended, and
by reason of elective compensation deferrals under this Plan.

It is intended that the Plan be a deferred compensation plan for "a select group
of management or highly compensated employees," as that term is used in the
Employee Retirement Income Security Act of 1974, as amended.



                                       1
<PAGE>




                                   SECTION ONE

                                   Definitions


1.1      Except to the extent otherwise indicated herein, and except to the
         extent otherwise inappropriate in the context, the definitions
         contained in the Cash Balance Plan or Savings Plan are applicable under
         the Plan.

1.2      "Accounts" means the Cash Balance Plan Make-up Account, the Annual
         Deferral Account, the Prior Plan Account, the Savings Plan Make-up
         Account, the Performance Plan Account and the Annual Incentive Plan
         (AIP) Account.

1.3      "AIP Account" means the bookkeeping Account established under Section
         3.5 on behalf of a Participant, and includes any deemed investment
         earnings credited thereon.

1.4      "Annual Deferral Account" means the bookkeeping Account established
         under Section 3.1 established on behalf of a Participant, and includes
         any deemed investment earnings credited thereon.

1.5      "Annual Deferred Compensation" means the amount of a Key Executive's
         Compensation that such Key Executive has deferred until a later year
         pursuant to an election under Section 2.2 of this Plan.

1.6      "Base Salary Threshold" means, as of November 15, 1997, $160,000. As of
         each subsequent November 15, the Base Salary Threshold shall be
         redetermined as the annual limit (as of such November 15) in effect
         under Section 401(a)(17) of the Code.

1.7      "Board of Directors" means the Board of Directors of the Corporation.

1.8      "Cash Balance Plan" means the Corn Products International, Inc. Cash
         Balance Plan for Salaried Employees.

1.9      "Cash Balance Plan Make-up Account" means the bookkeeping Account
         established under Section 3.2 established on behalf of a Participant,
         and includes any deemed investment earnings credited thereon.

1.10     "Code" means the Internal Revenue Code of 1986, as amended. Any
         reference to any Code Section shall also mean any successor provision
         thereto.

1.11     "Committee" means the Pension Committee established by the Board of
         Directors.

1.12     "Common Stock" means common stock of Corn Products International, Inc.



                                       2
<PAGE>

1.13     "Compensation" means a Participant's base pay plus short-term incentive
         bonuses as paid, prior to reduction for (a) his or her Annual Deferred
         Compensation election and Annual Incentive Plan deferral election under
         this Plan, (b) pre-tax contributions under the Savings Plan and (c) any
         pre-tax contributions to a cafeteria plan under Section 125 of the
         Code, which is in excess of Limited Compensation.

1.14     "Corporation" means Corn Products International, Inc. and any successor
         to such corporation by merger, purchase or otherwise.

1.15     "Employer" means the Corporation and any other corporation adopting the
         Plan in accordance with Section 5.3 hereof.

1.16     "Fair Market Value" means the average of the high and low prices of
         Common Stock on the New York Stock Exchange on the date of the
         determination thereof, as reported in The Wall Street Journal as New
         York Stock Exchange Composite Transactions.

1.17     "Key Executive" means an executive employed by the Corporation who is
         designated by the Vice President of Human Resources of the Corporation
         and approved for participation in the Annual Deferral Account, the
         Performance Plan Account or the AIP Account by the Committee.

1.18     "Limited Compensation" is the smaller of the limit on pensionable
         compensation specified by Section 401(a)(17) of Code (including
         adjustments for changes in the cost of living as prescribed by the
         Code), or Compensation earned prior to the time the Participant reaches
         the limit on elective deferrals to the Savings Plan specified by
         Section 402(g) of the Code (including adjustments for changes in the
         cost of living as prescribed by the Code).

1.19     "Participant" means a Participant in the Plan who has satisfied the
         eligibility requirements of and is participating in the Plan under
         Section 2.1 of the Plan.

1.20     "Performance Plan Account" means the bookkeeping Account established
         under Section 3.6 on behalf of a Participant and includes any deemed
         investment earnings credited thereon.

1.21     "Plan" means the Corn Products International, Inc. Supplemental
         Executive Retirement Plan as from time to time amended.

1.22     "Prime Rate" means the prime rate as published in the Wall Street
         Journal Midwest edition showing such rate in effect as of the first
         business day of each calendar quarter.

1.23     "Prior Plan Account" means the bookkeeping Account established under
         Section 3.4 on behalf of a Participant to reflect the amounts accrued
         by such Participant under the Prior Savings Plan as of December 31,
         1997, and includes any deemed investment earnings credited thereon.
         "Prior Plan Deferred Account" means the portion of the Prior Plan
         Account attributable to the Participant's deferrals plus deemed
         investment earnings thereon; and "Prior Plan Company



                                       3
<PAGE>

         Account" means the portion of the Prior Plan Account attributable to
         company credits plus deemed investment earnings thereon.

1.24     "Prior Savings Plan" means the CPC International Inc. Excess Savings
         Plan.

1.25     "Prior SERP" means the CPC International Inc. Excess Benefit Plan.

1.26     "Savings Plan" means the Corn Products International, Inc. Retirement
         Savings Plan.

1.27     "Savings Plan Make-up Account" means the bookkeeping Account
         established under Section 3.3 established on behalf of a Participant,
         and includes any deemed investment earnings credited thereon.

1.28     "Stock Unit" means a phantom unit corresponding to one share of Common
         Stock in which a Participant's Account is deemed invested.



                                       4
<PAGE>




                                   SECTION TWO

                          ELIGIBILITY AND PARTICIPATION


2.1      Eligibility and Participation

         Participation in the Annual Deferral Account portion of the Plan shall
         be limited to Key Executives. For purposes of participation as of
         January 1, 1998, the group of eligible Key Executives is limited to
         employees of the Corporation whose 1997 base pay plus 1997-paid short
         term bonuses from CPC International Inc. equaled at least the Base
         Salary Threshold as of November 15, 1997.

         If first employed by the Corporation after January 1, 1998, a Key
         Executive shall be eligible to participate in the Annual Deferral
         Account portion of the Plan as of the first of the month following one
         full calendar month of employment if his or her annual base salary as
         of date of employment is at least the annual limit (as of such date of
         employment) under Section 401(a)(17) of the Code, subject to approval
         of the Vice President of Human Resources of the Corporation.

         Key Executives who have never participated under the Plan but whose
         base pay plus short term bonus paid in any calendar year equals at
         least the Base Salary Threshold for such year shall be eligible to
         participate in the Annual Deferral Account as of the following January
         1.

         Key Executives who elect to participate in the Annual Deferral Account
         shall continue to be eligible to make deferral elections in future
         years, notwithstanding their base salary as of a November 15 falling
         below the Base Salary Threshold for Key Executives who have never
         participated in the Plan.

         Active participation in the Cash Balance Plan Make-up Account for any
         calendar year shall be limited to Key Executives who make deferral
         elections for such year, or employees whose benefits under the Cash
         Balance Plan are reduced by the limits on compensation or benefits
         imposed by Sections 401(a)(17) or 415 of the Code.

         Active participation in the Savings Plan Make-up Account for any
         calendar year shall be limited to Key Executives who make deferral
         elections for such year and whose benefits under the Savings Plan are
         reduced by the limits on compensation imposed by Section 401(a)(17) of
         the Code, or by a deferral election made under Section 2.2 of this
         Plan.

         Persons who have amounts transferred from the Prior Savings Plan to
         this Plan, as provided in Section 3.4, shall be eligible for
         participation with respect to amounts held in their Prior Plan Accounts
         hereunder.



                                       5
<PAGE>

         Active participation in the Performance Plan Account portion of the
         Plan shall be limited to Key Executives who elect to defer payment of
         Performance Plan Awards for which they are eligible under the Corn
         Products International, Inc. Performance Plan. Designation as a Key
         Executive for purposes of participation in the Performance Plan Account
         in a given year does not ensure or otherwise entitle a Participant to
         such a designation in subsequent years.

         Active participation in the AIP Account portion of the Plan shall be
         limited to Key Executives who elect to defer payment of Annual
         Incentive Payments for which they are eligible under the Corn Products
         International, Inc. Annual Incentive Plan. Designation as a Key
         Executive for purposes of participation in the AIP Account in a given
         year does not ensure or otherwise entitle a Participant to such a
         designation in subsequent years

2.2      Deferral Election

         Annual Deferred Compensation elections shall be made only by Key
         Executives and shall be on forms furnished by the Committee. An Annual
         Deferred Compensation election shall apply only to Compensation paid in
         the particular year specified in the election. Key Executives shall
         specify the percentage of such Compensation to be deferred under the
         election, which percentage may not exceed 20%.

         An Annual Deferred Compensation election with respect to Compensation
         for a particular calendar year (a) must be made before January 1 of
         such calendar year (or prior to participation in the Plan if the Key
         Executive becomes eligible to participate during the calendar year),
         (b) must specify (from the available alternatives, which shall include
         a lump sum option) the date such Annual Deferred Compensation, plus
         deemed investment earnings, is to be paid (or commence to be paid) and,
         if such date is at termination of employment, the number of annual
         installments (not to exceed 10 years) in which such Annual Deferred
         Compensation, plus deemed investment earnings, is to be paid, and (c)
         once made, cannot be changed or revoked.

         In the case of a Key Executive who is eligible to participate in this
         Plan under Section 2.1 as of one month following the date on which his
         or her employment with the Corporation commences, any Annual Deferred
         Compensation election must be made within 30 days of employment and
         will apply to Compensation earned from the date of such election
         through the end of that calendar year.

         Elections to defer payment of Performance Plan Awards earned under the
         Corn Products International, Inc. Performance Plan shall only be made
         by Key Executives and shall be on forms furnished by the Committee. A
         Performance Plan Award deferral election shall apply only to the
         Performance Plan Award Cycle specified in the election. Key Executives
         shall specify the amount of the Performance Plan Award they elect to
         defer in 10% increments (minimum 10%). The deferral election must be
         made no later than the end of the second year of the Performance Plan
         Award Cycle for which the election is being made. The deferral election
         must include a selection from the available distribution alternatives
         of a date and form of distribution of the deferred Performance Plan
         Award plus deemed investment earnings. One



                                       6
<PAGE>

         form of distribution shall be a lump sum. If the distribution date
         selected is termination of employment and the form of distribution
         selected is annual installments, the number of annual installments (not
         to exceed 10 years) must be designated. Once the form of distribution
         is selected, it cannot be changed or revoked.

         Elections to defer payment of Annual Incentive Plan Awards earned under
         the Corn Products International, Inc. Annual Incentive Plan shall only
         be made by Key Executives and shall be on forms furnished by the
         Committee. An Annual Incentive Plan Award deferral election shall apply
         only to the Plan Year specified in the election. Key Executives shall
         specify the amount of the Annual Incentive Plan Award they elect to
         defer in 10% increments (minimum 10%). The deferral election must be
         made no later than 30 days after approval by the Board of Directors of
         the Annual Incentive Plan for the Plan Year for which the election is
         being made. The deferral election must include a selection from the
         available distribution alternatives of a date and form of distribution
         of the deferred Annual Incentive Plan Award plus deemed investment
         earnings. One form of distribution shall be a lump sum. If the
         distribution date selected is termination of employment and the form of
         distribution selected is annual installments, the number of annual
         installments (not to exceed 10 years) must be designated. Once the form
         of distribution is selected, it cannot be changed or revoked.




                                       7
<PAGE>




                                  SECTION THREE

                                    Accounts

3.1      Annual Deferral Account

         The aggregate of the amounts of Annual Deferred Compensation and deemed
         investment earnings on such amounts shall be paid to the Participant or
         his or her beneficiary, as applicable, from the general assets of the
         Corporation in accordance with this Plan and related election forms.
         Deemed investment earnings with respect to Annual Deferred Compensation
         shall be credited monthly at the monthly compound equivalent of the
         Prime Rate or other deemed investment earnings measurements, including,
         but not limited to, the increase or decrease in the Fair Market Value
         of Stock Units in a Corn Products International, Inc. Phantom Stock
         Unit investment option administered according to Section 4, as the
         Committee, in its sole discretion, permits and as is elected by each
         Participant to be the deemed investment measurement to be used for this
         bookkeeping Account. Such election of the deemed investment earnings
         measurement shall be made at times and according to administrative
         procedures established by the Committee. A bookkeeping Account shall be
         maintained for each Participant to record the amount of such Annual
         Deferred Compensation and deemed investment earnings thereon.
         Participants shall be 100 percent vested in all of their Annual
         Deferral Accounts.

         Separate bookkeeping Accounts may be maintained for Annual Deferred
         Compensation for each Participant for each calendar year, plus deemed
         investment earnings with respect to such Annual Deferred Compensation,
         as may be necessary in order to facilitate calculation upon
         distribution.

3.2      Cash Balance Plan Make-up Account

         A bookkeeping Account shall be established on behalf of each
         Participant in the Plan which, at any time, shall yield a benefit equal
         to the benefit as of such date that would have accrued under the Cash
         Balance Plan had (a) the Participant not elected to defer Compensation
         under Section 2.2 of this Plan, and (b) limits on benefits or
         Compensation imposed by Sections 415 or 401(a)(17) of the Code not
         applied to the Participant under the Cash Balance Plan.

         In addition, the following employees shall receive an additional annual
         pay credit as indicated below, applied to their total eligible
         Compensation as such is defined in the Cash Balance Plan, but without
         reflecting the limits of Section 401(a)(17) of the Code:

<Table>
<Caption>

                              EMPLOYEE                      ADDITIONAL PERCENTAGE
                              --------                      ---------------------
<S>                                                         <C>
                              Beebe, C.                               1.37%
                              Doane, M.                               6.67%
                              Fortnam, J.                             2.11%
                              Hirchak, J.C.                           0.81%
                              Kocun, F.J.                             7.71%
                              Kuske, E.A.                             3.56%
                              Northacker, E.                          4.18%
                              Pyatt, M.R.                             3.59%
                              Ripley, J.                              4.72%
                              Scott III, S.                           7.39%
                              Vandervoort, R.                         5.03%
</Table>



                                       8
<PAGE>

         The beginning balance as of January 1, 1998 under this Account, if any,
         shall be determined in accordance with the Opening Balance under the
         Cash Balance Plan as if the earned benefit under the Prior SERP as of
         December 31, 1997 were the "Accrued Benefit as of December 31, 1997
         under the Prior Plan" as such is defined in the Cash Balance Plan.

         A Participant shall be vested in his or her Cash Balance Plan Make-up
         Account to the extent that such Participant is vested in his or her
         Cash Balance Plan Account balance.

3.3      Savings Plan Make-up Account

         A bookkeeping Account shall be established on behalf of each
         Participant in the Plan, which shall be credited with the excess, if
         any, of (a) the amount of employer matching and profit sharing
         contributions which would have been made on behalf of such Participant
         had the Participant's Deferred Compensation been contributed to the
         Savings Plan (without regard to any refunds of Participant
         contributions required under the Code, or the effects of Sections
         401(a)(17), 402(g) or 415 of the Code), over (b) actual employer
         matching and profit sharing contributions to the Savings Plan on behalf
         of such Participant.

         The Savings Plan Make-up Account shall be credited monthly with deemed
         investment earnings at the monthly compound equivalent of the Prime
         Rate or other deemed investment earnings measurements, including, but
         not limited to, the increase or decrease in the Fair Market Value of
         Stock Units in a Corn Products International, Inc. Phantom Stock Unit
         investment option administered according to Section 4, as the
         Committee, in its sole discretion, permits and as is elected by each
         Participant to be the deemed investment measurement to be used for this
         bookkeeping Account. Such election of the deemed investment earnings
         measurement shall be made at times and according to administrative
         procedures established by the Committee. A Participant is vested in his
         or her Savings Plan Make-up Account to the extent that such Participant
         is vested in his or her Savings Plan matching and profit sharing
         contributions.

3.4      Prior Plan Account

         A Prior Plan Deferred Account shall be established for each Participant
         in the Prior Savings Plan who becomes a Participant on January 1, 1998,
         equal in initial value to the amounts held under the Prior Savings Plan
         as of December 31, 1997 attributable to employee deferrals under the
         Prior Savings Plan plus deemed investment earnings thereon through
         December 31, 1997. The Prior Plan Deferred Account shall be credited
         monthly with deemed investment earnings at



                                       9
<PAGE>

         the monthly compound equivalent of the Prime Rate or other deemed
         investment earnings measurements, including, but not limited to, the
         increase or decrease in the Fair Market Value of Stock Units in a Corn
         Products International, Inc. Phantom Stock Unit investment option
         administered according to Section 4, as the Committee, in its sole
         discretion, permits and as is elected by each Participant to be the
         deemed investment measurement to be used for this bookkeeping Account.
         Such election of the deemed investment earnings measurement shall be
         made at times and according to administrative procedures established by
         the Committee. Participants shall be 100 percent vested in any Prior
         Plan Deferred Account.

         A Prior Plan Company Account shall be established for each Participant
         in the Prior Savings Plan who becomes a Participant on January 1, 1998,
         equal in initial value to the amounts held under the Prior Savings Plan
         as of December 31, 1997 attributable to company credits under the Prior
         Savings Plan plus deemed investment earnings thereon through December
         31, 1997. The Prior Plan Company Account shall be credited monthly with
         deemed investment earnings at the monthly compound equivalent of the
         Prime Rate or other deemed investment earnings measurements, including,
         but not limited to, the increase or decrease in the Fair Market Value
         of Stock Units in a Corn Products International, Inc. Phantom Stock
         Unit investment option administered according to Section 4, as the
         Committee, in its sole discretion, permits and as is elected by each
         Participant to be the deemed investment measurement to be used for this
         bookkeeping Account. Such election of the deemed investment earnings
         measurement shall be made at times and according to administrative
         procedures established by the Committee. Participants shall be 100
         percent vested in any Prior Plan Company Account.

3.5      AIP Account

         A bookkeeping Account shall be established on behalf of each
         Participant who has made an election to defer payment of Annual
         Incentive Plan Awards in accordance with this Plan and related election
         forms to record the amount of such deferred Annual Incentive Plan
         Awards and deemed investment earnings thereon. The aggregate of the
         amounts of deferred Annual Incentive Plan awards and deemed investment
         earnings on such amounts shall be paid to the Participant or his or her
         beneficiary, as applicable, from the general assets of the Corporation
         in accordance with this Plan and related election forms. The Annual
         Incentive Plan Account shall be credited monthly with deemed investment
         earnings at the monthly compound equivalent of the Prime Rate or other
         deemed investment earnings measurements, including, but not limited to,
         the increase or decrease in the Fair Market Value of Stock Units in a
         Corn Products International, Inc. Phantom Stock Unit investment option
         administered according to Section 4, as the Committee, in its sole
         discretion, permits and as is elected by each Participant to be the
         deemed investment measurement to be used for this bookkeeping Account.
         Such election of the deemed investment earnings measurement shall be
         made at times and according to administrative procedures established by
         the Committee. Participants shall be 100 percent vested in their AIP
         Account.



                                       10
<PAGE>

         Separate bookkeeping Accounts may be maintained for Annual Incentive
         Plan Award deferrals for each Participant for each calendar year plus
         deemed investment earnings with respect to each such deferral, as may
         be necessary in order to facilitate calculation upon distribution.

3.6      Performance Plan Account

         A bookkeeping Account shall be established on behalf of each
         Participant who has made an election to defer payment of Performance
         Plan Awards in accordance with this Plan and related election forms to
         record the amount of such deferred Performance Plan Awards and deemed
         investment earnings thereon. The aggregate of the amounts of deferred
         Performance Plan Awards and deemed investment earnings on such amounts
         shall be paid to the Participant or his or her beneficiary, as
         applicable, from the general assets of the Corporation in accordance
         with this Plan and related election forms. The Performance Plan Account
         shall be credited monthly with deemed investment earnings at the
         monthly compound equivalent of the Prime Rate or other deemed
         investment earnings measurements, including, but not limited to, the
         increase or decrease in the Fair Market Value of Stock Units in a Corn
         Products International, Inc. Phantom Stock Unit investment option
         administered according to Section 4, as the Committee, in its sole
         discretion, permits and as is elected by each Participant to be the
         deemed investment measurement to be used for this bookkeeping Account.
         Such election of the deemed investment earnings measurement shall be
         made at times and according to administrative procedures established by
         the Committee. Participants shall be 100 percent vested in their
         Performance Plan Account.

         Separate bookkeeping Accounts may be maintained for Performance Plan
         Award deferrals for each Participant for each Performance Plan Award
         Cycle plus deemed investment earnings with respect to each such
         deferral, as may be necessary in order to facilitate calculation upon
         distribution.



                                       11
<PAGE>




                                  SECTION FOUR

                            DEEMED INVESTMENT OPTIONS


4.1      Corn Products International, Inc. Phantom Stock Unit Option

         Participants may elect to participate in the Corn Products
         International, Inc. Phantom Stock Unit Option at any time, using the
         forms and procedures established by the Committee. Any portion or all
         of any of the balances of the bookkeeping Accounts maintained on behalf
         of Participants pursuant to this Plan or any portion or all of any new
         deferrals may be "invested" in this option. Deemed balances or
         deferrals "invested" in this option will maintain their separate
         Account character with respect to distribution selections regarding the
         timing and form of the distribution. All distributions from this option
         will be in whole shares of Common Stock as determined by the whole
         number of Stock Units credited to the Participant at the time of
         distribution. Fractional Stock Units will be converted to a cash
         equivalent by multiplying the fractional Stock Units by the Fair Market
         Value on the particular distribution date and will be distributed as a
         cash payment.

         All elections to "invest" existing Account balances or deferrals into
         this option are irrevocable. Balances may not be transferred out of
         this option.

         All amounts transferred into or deferred directly into this option
         shall be deemed to be invested in Common Stock in the form of Stock
         Units. The number of Stock Units which shall be credited to a
         Participant's Account in respect of amounts transferred or deferred
         shall be equal to the amount transferred or deferred divided by the
         Fair Market Value of a share of Common Stock on the effective date of
         the transfer or deferral or, if such is date is not a trading day for
         the New York Stock Exchange, then on the first trading day after such
         date of transfer or deferral.

         As of the date on which dividends are paid on the shares of Common
         Stock, the Company shall credit to each Participant with a balance
         "invested" in this option additional Stock Units, the number of which
         shall be determined by multiplying the amount of such dividends per
         share of Common Stock by the number of Stock Units credited to the
         Participant and dividing the product thereof by the Fair Market Value
         of a share of Common Stock on the applicable dividend payment date.



                                       12
<PAGE>




                                  SECTION FIVE

                               Payment of Benefits

5.1      No In-Service Withdrawals

         No withdrawals, including loans, may be allowed from the Plan for any
         reason while the Participant is still employed by the Corporation;
         however, reemployment of a Participant shall not suspend the payment of
         any benefits hereunder.

5.2      Payment of Annual Deferral Account

         Except as provided in Section 5.8 below, payment of benefits from a
         Participant's Annual Deferral Account shall be made in accordance with
         the Annual Deferred Compensation deferral elections made at the time
         the Participant elects to defer Compensation hereunder. A separate
         Annual Deferred Compensation election shall govern each year's Annual
         Deferred Compensation deferral and deemed investment earnings on such
         Annual Deferred Compensation attributable to any year. The terms of
         these Annual Deferred Compensation elections dealing with the timing
         and form of payment may be changed prospectively from year to year by
         the Committee, but once a selection is made by a Participant as to the
         timing and form of a distribution from the Annual Deferral Account with
         respect to a particular year, such selection is irrevocable. Until the
         distribution of the full value of a Participant's Annual Deferral
         Account, the undistributed portion of such Account will continue to be
         credited with deemed investment earnings pursuant to Section 3.1 of the
         Plan.

5.3      Payment of Cash Balance Plan Make-up Account

         Except as provided in Section 5.8 below, distributions from the Cash
         Balance Plan Make-up Account shall be made in the same form and at the
         same time as benefit payments made under the Cash Balance Plan. Until
         the distribution of the full value of a Participant's Cash Balance
         Make-up Account, the undistributed portion of such Account will
         continue to be credited with deemed investment earnings pursuant to
         Section 3.2 of the Plan.

5.4      Payment of Savings Plan Make-up Account

         Except as provided in Section 5.8 below, distributions from the Savings
         Plan Make-up Account shall be made in the same form and at the same
         time as benefit payments made under the Savings Plan after termination
         of employment. However, if the Participant elects an annuity
         distribution under the Savings Plan, he or she shall receive his
         Savings Plan Make-up Account in a single sum. Until the distribution of
         the full value of a Participant's Savings Plan Make-up Account, the
         undistributed portion of such Account will continue to be credited with
         deemed investment earnings pursuant to Section 3.3 of the Plan.



                                       13
<PAGE>




5.5      Payment of Prior Plan Account

         Except as provided in Section 5.8 below, distributions from the Prior
         Plan Account shall be payable pursuant to the selection made in writing
         by the Participant no later than the Participant's termination date.
         Such selection shall be irrevocable and made on forms and pursuant to
         procedures specified by the Committee. The Participant shall have the
         option to select to receive the value of the Prior Plan Account in one
         cash lump sum or payable in essentially equal annual installments over
         a specified number of years; provided, however, (i) that no
         distribution may commence sooner than the first anniversary of the
         Participant's termination date; (ii) distribution must commence no
         later than the fifth anniversary of the Participant's termination date;
         and (iii) full distribution of the Participant's Prior Plan Account
         must be completed no later than the tenth anniversary of such
         termination date. If a Participant dies prior to receiving a complete
         distribution of the balance of the Prior Plan Account, the
         undistributed portion of such Account will be paid in one cash lump sum
         as soon as is practicable to the named beneficiary under the Plan.
         Until the distribution of the full value of a Participant's Prior Plan
         Account, the undistributed portion of such Account will continue to be
         credited with deemed investment earnings pursuant to Section 3.4 of the
         Plan.

5.6      Payment of AIP Account

         Except as provided in Section 5.8 below, distributions from the AIP
         Account will be made in accordance with the selections the Participant
         made at the time the Annual Incentive Plan Award was deferred. A
         separate deferral election form shall govern each Annual Incentive Plan
         year and deemed investment earnings thereon. The terms of these
         deferral election agreements dealing with the timing and form of
         payment may be changed prospectively from year to year by the
         Committee, but once a selection is made by a Participant as to the
         timing and form of a distribution from the AIP Account with respect to
         a particular year, such selection is irrevocable. Until the
         distribution of the full value of a Participant's AIP Account, the
         undistributed portion of such Account will continue to be credited with
         deemed investment earnings pursuant to Section 3.5 of the Plan.

5.7      Payment of Performance Plan Account

         Except as provided in Section 5.8 below, distributions from the
         Performance Plan Account will be made in accordance with the selections
         the Participant made at the time the Performance Plan Award was
         deferred. A separate deferral election form shall govern each
         Performance Plan Award Cycle and deemed investment earnings thereon.
         The terms of these deferral election agreements dealing with the timing
         and form of payment may be changed prospectively from Cycle to Cycle by
         the Committee, but once a selection is made by a Participant as to the
         timing and form of a distribution from the Performance Plan Account
         with respect to a particular Cycle, such selection is irrevocable.
         Until the distribution of the full value of a Participant's Performance
         Plan Account, the undistributed portion of such Account will continue
         to be credited with deemed investment earnings pursuant to Section 3.6
         of the Plan.



                                       14
<PAGE>





5.8      Lump Sum Distributions of Smaller Benefits

         Notwithstanding anything herein to the contrary:

         (a)      If the aggregate value of a Participant's Cash Balance Plan
                  Make-up Account, Savings Plan Make-up Account, and Prior Plan
                  Account is less than $10,000, the Participant or his or her
                  beneficiary shall receive benefits from such Accounts under
                  this Plan in the form of a single lump sum payment as soon as
                  practicable after the Participant's termination of employment,
                  without regard to distribution selections made under the Cash
                  Balance Plan or Savings Plan.

         (b)      If the aggregate value of a Participant's Annual Deferral
                  Account, AIP Account and Performance Plan Account is less than
                  $10,000, the Participant or his or her beneficiary shall
                  receive benefits from such Account under this Plan in the form
                  of a single lump sum payment as soon as practicable after
                  termination of employment, without regard to distribution
                  selections made under such Accounts.

5.9      Beneficiaries

         The Participant's beneficiary under this Plan with respect to his or
         her Accounts shall be the person or persons designated as beneficiary
         by the Participant by filing with the Committee a written beneficiary
         designation on a form provided by, and acceptable to, such Committee.
         In the event the Participant does not make an effective designation of
         a beneficiary with respect to his or her Accounts (or any one of them),
         the Participant's beneficiary with respect to his or her Accounts shall
         be such Participant's beneficiary under the Savings Plan.

5.10     Termination of the Cash Balance Plan or Savings Plan

         In the event that the Cash Balance Plan is terminated, payments from
         the Cash Balance Plan Make-up Account shall continue to be paid
         directly by the Corporation but only to the same extent and for the
         same duration as the payee's benefit from the Cash Balance Plan, which
         is directly related to such Cash Balance Plan Make-up Account, is
         continued to be provided by the assets of the Cash Balance Plan.

         In the event that the Savings Plan is terminated, Savings Plan Make-up
         Accounts and Prior Plan Accounts shall be distributed directly by the
         Corporation in the same manner as the distribution of the Participant's
         Accounts under the Savings Plan.


5.11     Tax Withholding The Company shall have the right to require, prior to
         the issuance or delivery of any shares of Common Stock or the payment
         of any cash pursuant to a distribution of benefits hereunder, payment
         by the recipient of such distribution of any Federal, state, local or
         other taxes which may be required to be withheld or paid in connection
         with such distribution.



                                       15
<PAGE>

         With respect to the withholding obligation attributable to a
         distribution of shares of Common Stock from the Phantom Stock Unit
         Option, at the election of the recipient (i) the Company shall withhold
         whole shares of Common Stock which would otherwise be delivered to a
         recipient, having an aggregate Fair Market Value determined as of the
         date the obligation to withhold or pay taxes arises in connection with
         such distribution (the "Tax Date"), in the amount necessary to satisfy
         such obligation or (ii) the recipient may satisfy such obligation by
         any of the following means: (A) a cash payment to the Company, (B)
         delivery (either actual delivery or by attestation procedures
         established by the Company) to the Company of shares of
         previously-acquired shares of Common Stock, for which the recipient has
         good title, free and clear of all liens and encumbrances, having an
         aggregate Fair Market Value, determined as of the Tax Date, equal to
         the amount necessary to satisfy such obligation, (C) authorizing the
         Company to withhold whole shares of Common Stock which would otherwise
         be delivered having an aggregate Fair Market Value, determined as of
         the Tax Date, or withhold an amount of cash which would otherwise be
         payable to the recipient, equal to the amount necessary to satisfy any
         such obligation, or (D) any combination of (A), (B) and (C). Shares of
         Common Stock to be delivered or withheld may not have an aggregate Fair
         Market Value in excess of the amount determined by applying the minimum
         statutory withholding rate. Any fraction of a share of Common Stock
         which would be required to satisfy such an obligation shall be
         disregarded and the remaining amount due shall be paid in cash by the
         recipient. With respect to the withholding obligation attributable to a
         distribution of cash, the Company shall withhold an amount of cash
         which would otherwise be payable to the recipient in the amount
         necessary to satisfy such obligation.




                                       16
<PAGE>




                                   SECTION SIX

                      ADMINISTRATION AND GENERAL PROVISIONS


6.1      Plan Administrator

         The Corporation shall be the "administrator" of the Plan within the
         meaning of the Employee Retirement Income Security Act of 1974, as
         amended.

6.2      Committee

         Subject to the provisions of Section 6.1, the Committee shall be vested
         with the general administration of the Plan. The Committee shall have
         the exclusive right to interpret the Plan provisions and to exercise
         discretion where necessary or appropriate in the interpretation and
         administration of the Plan and to decide any and all matters arising
         thereunder or in connection with the administration of the Plan. The
         decisions, actions and records of the Committee shall be conclusive and
         binding upon the Corporation and all persons having or claiming to have
         any right or interest in or under the Plan.

         The Committee may delegate to such officers, employees or departments
         of the Corporation such authority, duties, and responsibilities of the
         Committee as it, in its sole discretion, considers necessary or
         appropriate for the proper and efficient operation of the Plan,
         including, without limitation, (a) interpretation of the Plan, (b)
         approval and payment of claims, and (c) establishment of procedures for
         administration of the Plan.

6.3      Participation by Other Employers

         (a)      Adoption of Plan.

                  With the consent of the Corporation, any corporation may
                  become a participating Employer under the Plan by (i) taking
                  such action as shall be necessary to adopt the Plan, (ii)
                  filing with the Corporation a duly certified copy of the
                  resolution of the board of directors of such corporation
                  adopting the Plan, and (iii) executing and delivering such
                  instruments and taking such other actions as may be necessary
                  or desirable to put the Plan into effect with respect to such
                  corporation.

         (b)      Withdrawal from Participation

                  Any Employer may withdraw from participation in the Plan at
                  any time by filing with the Corporation a duly certified copy
                  of a resolution of its board of directors to that effect and
                  giving notice of its intended withdrawal to the Corporation
                  prior to the effective date of withdrawal.



                                       17
<PAGE>

         (c)      Corporation as Agent for Employers

                  Each corporation which shall become a participating Employer
                  pursuant to Section 6.3(a) by so doing shall be deemed to have
                  appointed the Corporation its agent to exercise on its behalf
                  all of the powers and authorities hereby conferred upon the
                  Corporation by the terms of the Plan, including, but not by
                  way of limitation, the power to amend and terminate the Plan.

6.4      General Provisions

         (a)      The Corporation shall make no provision for the funding of any
                  benefits payable hereunder that (i) would cause the Plan to be
                  a funded plan for purposes of Section 404(a)(5) of the Code,
                  or Title I of the Employee Retirement Income Security Act of
                  1974, as amended, or (ii) would cause the Plan to be other
                  than an "unfunded and unsecured promise to pay money or other
                  property in the future" under Treasury Regulations section
                  1.83-3(e); and shall have no obligation to make any
                  arrangement for the accumulation of funds to pay any amounts
                  under this Plan.

         (b)      In the event that the Corporation shall decide to establish an
                  advance accrual reserve on its books against the future
                  expense of the Plan, such reserve shall not under any
                  circumstances be deemed to be an asset of this Plan but, at
                  all times, shall remain a general asset of the Corporation,
                  subject to the claims of the Corporation's creditors.

         (c)      A person entitled to any amount under this Plan shall be a
                  general unsecured creditor of the Corporation with respect to
                  such amount.

6.5      Claims Procedure

         If any Participant or other person believes he is entitled to benefits
         in an amount greater than those which he is receiving or has received,
         he may file a written claim with the Secretary of the Committee. Such
         claim shall state the nature of the claim, the facts supporting the
         claim, the amount claimed, and the address of the claimant. The
         Secretary of the Committee shall review the claim and shall, within 60
         days after receipt of the claim, give written notice by registered or
         certified mail to the claimant of the Committee's decision with respect
         to the claim. The notice of the Committee's decision with respect to
         the claim shall be written in a manner designed to be understood by the
         claimant and, if the claim is wholly or partially denied, set forth the
         specific reasons for the denial, specific references to the pertinent
         Plan provisions on which the denial is based, a description of any
         additional material or information necessary for the claimant to
         perfect the claim and an explanation of why such material or
         information is necessary, and an explanation of the claim review
         procedure under the Plan.



                                       18
<PAGE>

         The Committee shall also advise the claimant that he or his duly
         authorized representative may request a review of the denial by the
         Chairperson of the Committee by filing with the Committee within 65
         days after notice of the denial has been received by the claimant, a
         written request for such review. The claimant shall be informed that he
         may have reasonable access to pertinent documents and submit comments
         in writing to the Chairperson within the same 65-day period. If a
         request is so filed, review of the denial shall be made by the
         Chairperson within 60 days after receipt of such request, and the
         claimant shall be given written notice of the Chairperson's final
         decision. The notice of the Chairperson's final decision shall include
         specific reasons for the decision and specific references to the
         pertinent Plan provisions on which the decision is based and shall be
         written in a manner designed to be understood by the claimant.

6.6      Notices and Other Communications

         All notices, reports and statements given, made, delivered or
         transmitted to a Participant or any other person entitled to or
         claiming benefits under the Plan shall be deemed to have been duly
         given, made or transmitted when mailed by first class mail with postage
         prepaid and addressed to the Participant or such other person at the
         address last appearing on the records of the Corporation. A Participant
         or other person may record any change of his address from time to time
         by written notice filed with the Corporation.

         Written directions, notices and other communications from Participants
         or any other person entitled to or claiming benefits under the Plan to
         the Employers or the Corporation shall be deemed to have been duly
         given, made or transmitted either when delivered to such location as
         shall be specified upon the forms prescribed by the Corporation for the
         giving of such directions, notices and other communications or when
         mailed by first class mail with postage prepaid and addressed as
         specified upon such forms.

6.7      Records

         The Committee shall keep a record of all its proceedings and shall keep
         or cause to be kept all books of Account, records and other data as may
         be necessary or advisable in its judgment for the administration of the
         Plan.

6.8      Non-assignability

         It is a condition of the Plan, and all rights of each Participant and
         any other person entitled to benefits hereunder shall be subject
         thereto, that no right or interest of any Participant or such other
         person in the Plan shall be assignable or transferable in whole or in
         part, either directly or by operation of law or otherwise, including,
         but not by way of limitation, execution, levy, garnishment, attachment,
         pledge or bankruptcy, but excluding rights or interests arising by
         reason of death or mental incompetency, and no right or interest of any
         Participant or other person in the Plan shall be liable for, or subject
         to, any obligation or liability of such Participant or other person,
         including claims for alimony or the support of any spouse or child.



                                       19
<PAGE>

6.9      Employment Non-contractual

         The Plan shall not be interpreted as conferring any right upon any
         employee to continue in employment.

6.10     Employer's Option to Fund Benefits

         Nothing in this Plan shall be interpreted as requiring any Employer to
         set aside any of its assets for the purpose of funding its obligation
         under this Plan. No person entitled to benefits under this Plan shall
         have any right, title or claim in or to any specific assets of any
         Employer, but shall have the right only as a general creditor of his
         Employer to receive benefits from his Employer on the terms and
         conditions herein provided. Notwithstanding the foregoing, any
         obligation of an Employer under this Plan to a Participant or an other
         person entitled to payments in respect of the Participant shall be
         offset by any payments to the Participant or another person from any
         trust or other funding medium established by the Employers for the
         purpose of providing benefits of this Plan.

6.11     Governing Law

         This Plan shall be construed and enforced under the laws of the State
         of Illinois.



                                       20
<PAGE>
                                  SECTION SEVEN

                            AMENDMENT AND TERMINATION


7.1      Amendment of the Plan

         The Plan may be wholly or partially amended or otherwise modified at
         any time by the Committee.

7.2      Termination of the Plan

         The Plan may be terminated at any time by the Board of Directors.










                                       21