EXHIBIT 1.2 CPC International Inc. U.S. $500,000,000 Medium-Term Notes, Series F Due More Than Nine Months From Date of Issue Selling Agency AgreementCPC International Inc • August 6th, 1997 • Canned, frozen & preservd fruit, veg & food specialties • New York
BESTFOODS andRights Agreement • March 24th, 1999 • Bestfoods • Canned, frozen & preservd fruit, veg & food specialties • Delaware
EXHIBIT 1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1, dated as of June 6, 2000 (this "Amendment"), to the Rights Agreement, dated as of January 4, 1999 (the "Rights Agreement"), between Bestfoods, a Delaware corporation (the "Company"), and...Rights Agreement • June 23rd, 2000 • Bestfoods • Canned, frozen & preservd fruit, veg & food specialties
13 2 (A) the execution of an agreement or written document which, if the subject thereof were consummated, would result in a Change in Control; orSeverance Agreement • August 3rd, 2000 • Bestfoods • Canned, frozen & preservd fruit, veg & food specialties • New Jersey
EXHIBIT 1.2 CPC International Inc. U.S. $500,000,000 Medium-Term Notes, Series F Due More Than Nine Months From Date of Issue Selling Agency AgreementCPC International Inc • August 19th, 1997 • Canned, frozen & preservd fruit, veg & food specialties • New York
EXHIBIT 1.1 CPC International Inc. [Title of Debt Securities] Underwriting AgreementCPC International Inc • August 6th, 1997 • Canned, frozen & preservd fruit, veg & food specialties • New York
EXHIBIT 1.1 CPC International Inc. [Title of Debt Securities] Underwriting AgreementCPC International Inc • December 20th, 1995 • Canned, frozen & preservd fruit, veg & food specialties • New York
RECITALSFirst Supplemental Indenture • December 20th, 1995 • CPC International Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
BESTFOODS andRights Agreement • November 20th, 1998 • Bestfoods • Canned, frozen & preservd fruit, veg & food specialties • Delaware
BestfoodsBestfoods • September 25th, 1998 • Canned, frozen & preservd fruit, veg & food specialties • New York
1 EXHIBIT 10(e) INDEMNIFICATION AGREEMENT AGREEMENT, dated as of [DATE] between CPC INTERNATIONAL INC., a Delaware corporation (the "Company"), and [NAME] ("Indemnitee"). W I T N E S S E T H : WHEREAS, it is essential to the Company to retain and...Indemnification Agreement • March 24th, 1997 • CPC International Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 21st, 2000 • Bestfoods • Canned, frozen & preservd fruit, veg & food specialties • Delaware
amongStock Purchase Agreement • October 30th, 1995 • CPC International Inc • Canned, frozen & preservd fruit, veg & food specialties • Illinois
