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Stock Incentive Plan

2006 Performance Plan Award

Agreement




Corn Products International, Inc.




January 2006




 









 





Corn Products International, Inc.

Stock Incentive Plan

2006 Performance Plan Award Agreement



You have been selected to be a participant in the Corn Products International, Inc.
Stock Incentive Plan (the “Plan”), as specified below:




	 	 	 	 
	 	Participant:

	 	 
	 	 
	 	 
	 	Target Performance Share Award:

	 	 
	 	 
	 	 
	 	Performance Period:

	 	January 1, 2006 to December 31, 2008
	 	 
	 	 
	 	Performance Measures:

	 	Relative Total Shareholder Return (“TSR”) – 50%
	 	 

	 	Return on Capital Employed (“ROCE”) – 50%





THIS AGREEMENT (the “Agreement”) effective as of January 1, 2006, represents the grant of
Performance Shares by Corn Products International, Inc., a Delaware corporation (the “Company”), to
the Participant named above, pursuant to the provisions of the Plan.



The Plan provides a complete description of the terms and conditions governing the Performance
Shares. If there is any inconsistency between the terms of this Agreement and the terms of the
Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this
Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless
specifically set forth otherwise herein. The parties hereto agree as follows:





Article 1. Performance Period



The Performance Period commences on January 1, 2006 and ends on December 31, 2008.





Article 2. Value of Performance Shares



Each Performance Share shall represent and have a value equal to one share of common stock
of the Company as detailed herein.





Article 3. Performance Shares and Achievement of Performance Measures





	 	(a)	 	The number of Performance Shares to be earned under this Agreement shall be based
upon the achievement of preestablished TSR percentile ranking performance and return on
capital employed goals as approved by the Compensation Committee of the Company’s Board of
Directors (the “Committee”) for the Performance Period, based on the following charts:





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Total Shareholder Return




	 	 	 	 	 
	 	 	Percent of Target	 
	TSR Percentile 	 	Performance Share	 
	Ranking Goal	 	Award Earned	 
	 
	3
80th
	 	200% (maximum)
	70th
	 	 	150%	 
	55th
	 	100% (target)
	50th
	 	75th
	40th
	 	50% (threshold)
	< 40th
	 	 	0%	 
	 






	 	 	 	 Interpolation shall be used to determine the percentile rank in the event the
Company’s TSR Percentile Rank does not fall directly on one of the ranks listed in the
above chart.






	 	 	 	 Unless otherwise determined by the Committee, a minimum of a positive TSR must be
achieved at the end of the three-year cycle for this portion of the award to be earned.






	 	(b)	 	For this purpose, TSR shall be determined as follows:





	 	 	 
	TSR         =

	 	Change in Stock Price + Dividends Paid
	 

	 	 
	 

	 	Beginning Stock Price







	 	(i)	 	Beginning Stock Price shall mean the average of the Daily
Averages for each of the twenty (20) trading days immediately prior to the
first day of the Performance Period;






	 	(ii)	 	Ending Stock Price shall mean the average of Daily Averages for
each of the last twenty (20) trading days of the Performance Period;






	 	(iii)	 	Change in Stock Price shall mean the difference between the
Beginning Stock Price and the Ending Stock Price; and






	 	(iv)	 	Dividends Paid shall mean the total of all dividends paid on
one (1) share of stock during the applicable calendar quarter(s) during the
Performance Period, provided that dividends shall be treated as though they
are reinvested at the end of each calendar quarter based on the stock price
at the end of each calendar quarter.





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	 	(v)	 	Daily Average shall mean the average of the high and low stock
price on the applicable stock exchange of one share of stock for a
particular trading day.






	 	(c)	 	Following the TSR determination, the Company’s Percentile Rank against the Peer Group
shall be determined. Once the Company’s Percentile Rank is determined, 50% of the
Performance Shares target to be awarded shall then be determined based on the chart in
Section 3(a).






	 	(d)	 	Peer Group shall mean the companies listed below, categorized by industry. If two
companies in the group merge, or one is acquired, the new company would be included in the
group. If a company merges with a company not in the group or if a company declares
bankruptcy, the company will be removed and its TSR will not be included as part of the
Peer Group.







AG Processing

Archer Daniels Midland Company

Bunge Limited

Gruma, S.A. de C.V.

Grupo Indl Maseca-ADR

MGP Ingredients, Inc.

Penford Corp

Tate & Lyle — ADR




AG Production/Farm Production

Alico Inc

Alliance One International

Charles River Labs International Inc.

Delta & Pine Land Co.

Universal Corporation




AG Chemicals

Agrium Inc.

Monsanto Company

Potash Corporation of Saskatchewan Inc.

Syngenta AG-ADR

Terra Industries Inc.

Terra Nitrogen Co.-LP







Paper/Timber/Planing

Abitibi-Consolidated Inc.

Aracruz Celulose S.A.-ADR

Bowater Inc.

Buckeye Technologies Corporation

Caraustar Industries Inc

Chesapeake Corporation

Deltic Timber Corp.

Domtar Inc.

MeadWestvaco Corporation

Pope & Talbot Inc.

Potlatch Corporation

Smurfit-Stone Container Corp

Wausau-Mosinee Paper Corporation









Return
on Capital Employed



The second measure is based on the Company’s ability to meet its return on capital employed (ROCE)
by the end of the performance period. The target ROCE that must be achieved to earn 100% is 8.1%.
The calculation will be based on the opening balance sheet in the third year at a cost of capital
of 8.1%. 50% of the Performance Shares award target for the ROCE metric will be earned according
to the following table.




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	Return on Capital Employed	 	Percent Earned	 
	 ]
	3 9.1%
	 	 	200	%
	8.6%
	 	 	150	%
	8.1%
	 	 	100	%
	7.6%
	 	 	75	%
	7.1%
	 	 	50	%
	< 7.1%
	 	 	0	 
	 




An extraordinary event as judged by the Committee may result in the change of the goal.



Once the number of Performance Shares to be awarded based on the Company’s performance measures
results are known, then the Committee may decrease or eliminate entirely the number of Performance
Shares to be awarded based on whether the Participant’s individual performance during the
Performance Period was acceptable (an average rating of “meets expectation” or above).





Article 4. Termination Provisions



Except as provided below, the Participant shall be eligible for payment of awarded
Performance Shares, as determined in Section 3, only if the Participant’s employment with the
Company continues through the end of the Performance Period.



If the Participant’s employment with the Company terminates prior to the end of the Performance
Period by reason of death, retirement on or after age 55 (with a minimum of 10 years of employment
or service with the Company) or the occurrence of such Participant’s Disability Date, a pro-rated
payment will be provided as long as the event occurred in years two or three of the period, subject
to the Committee’s approval. Upon termination of employment under any other circumstances, the
Committee, in its sole discretion and taking into consideration the performance of the Participant
and the performance of the Company during the Performance Period, may authorize the payment to the
Participant (or his legal representative) at the end of the Performance Period of all or any
portion of the Performance Share Award which would have been paid to the Participant for such
Performance Period.



If the Participant’s employment with the Company terminates for any other reason prior to the end
of the Performance Period, then the award which is subject to such Performance Period on the
effective date of the Participant’s termination of employment shall be forfeited to and cancelled
by the Company.





Article 5. Dividends



The Participant shall have no right to any dividends which may be paid with respect to
shares of Company common stock until any such shares are paid to the Participant following the
completion of the Performance Period.




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Article 6. Form and Timing of Payment of Performance Shares





	 	(a)	 	The payment of the Performance Share Awards shall be paid to the Participant
no later than two and one-half months after the end of the Performance Period.
Payment of the Performance Shares awarded shall be made subject to the following:






	 	(i)	 	The Participant shall have no right with respect to any Award
until such award shall be paid to such Participant.






	 	(ii)	 	If the Committee determines, in its sole discretion, that the
Participant at any time has willfully engaged in any activity that the
Committee determines was or is harmful to the Company, any unpaid Award
will be forfeited by the Participant.






	 	(b)	 	Performance Shares awarded, if any, will only be paid out in shares of Company
stock.






	 	(c)	 	The Participant may defer receipt of all or any portion of the Performance
Shares awarded hereunder, upon such terms and conditions stated in the deferral
election form by filing such written election with the Vice President of Human
Resources no later than six months prior to the termination of the Performance
Period, provided such election is made under the deferral requirements of Code
Section 409A. Deferrals may only be made into the Corn Products stock fund.






Article 7. Nontransferability



Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, other than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant’s Award Agreement, the Participant’s rights under the Plan
shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s
legal representative.





Article 8. Administration



This Agreement and the rights of the Participant hereunder are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time, as well as to such rules and
regulations as the Committee may adopt for administration of the Plan. It is expressly understood
that the Committee is authorized to administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement, all of which shall be binding
upon the Participant. Any inconsistency between the Agreement and the Plan shall be resolved in
favor of the Plan.





Article 9. Miscellaneous





	 	(a)	 	The selection of any employee for participation in the Plan and this
Agreement shall not give such Participant any right to be retained in the





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	 	 	 	employ of the Company. The right and power of the Company to dismiss or
discharge the Participant is specifically reserved. The Participant or
any person claiming under or through the Participant shall not have any
right or interest in the Plan or any Award thereunder, unless and until
all terms, conditions, and provisions of the Plan that affect the
Participant have been complied with as specified herein.






	 	(b)	 	With the approval of the Board, the Committee may terminate,
amend, or modify this Agreement; provided, however, that no such
termination, amendment, or modification of this Agreement may in any way
adversely affect the Participant’s rights under this Agreement without the
Participant’s written consent.






	 	(c)	 	This Agreement shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.






	 	(d)	 	Notwithstanding any other provision of this Agreement or the
Plan to the contrary, the Board of Directors may amend the Plan or this
Agreement, to take effect retroactively or otherwise, as deemed necessary
or advisable for the purpose of conforming the Plan or Agreement to any
present or future law relating to plans of this or similar nature
(including, but not limited to, Code Section 409A), and to the
administrative regulations and rulings promulgated thereunder.






	 	(e)	 	To the extent not preempted by federal law, this Agreement
shall be governed by, and construed in accordance with, the laws of the
State of Delaware.






	 	(e)	 	The Company shall have the power and right to deduct or
withhold, or require the Participant to remit to Company, the minimum
statutory amount to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising under this Agreement.






	 	(f)	 	With respect to withholdings required upon payment of Company
stock in satisfaction of all of the Performance Shares awarded, the Company
will withhold Company stock having FMV on the date the tax is to be
determined equal to the minimum statutory total tax that could be imposed
on the transaction.






	 	(g)	 	In the event of a Change in Control, the Performance Period
will be deemed to have ended, and the Performance Shares will be considered
earned and the Target Performance Share Award amount will be paid out in
accordance with the Plan. Such deemed earned Performance Shares shall be
paid out as soon as practicable.





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* * * * * *




     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of
___, 2006



	 	 	 	 	 
	 	CORN PRODUCTS INTERNATIONAL, INC. 

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	Vice President, Human Resources



EXECUTIVE: 	 
	 	  	 	 
	 




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