Exhibit 10.5


 


CERTIFICATE
OF ELIMINATION


 


OF


 


SERIES
A JUNIOR PARTICIPATING PREFERRED STOCK


 


OF


 


CORN
PRODUCTS INTERNATIONAL, INC.


 


Corn
Products International, Inc. (the “Company”), a corporation organized and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:


 


FIRST: That at a meeting of the Board of Directors the following recitals and resolutions
were duly adopted:


 


WHEREAS, pursuant to the Rights Agreement, dated as of November 19,
1997, as amended and restated as of September 9, 2002 (the “Rights
Agreement”), between Corn Products International, Inc., a Delaware
corporation (the “Company”), and The Bank of New York, a New York banking
corporation (the “Rights Agent”), the Company issued rights initially representing
the right to purchase one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share of the Company (the “Series A
Preferred Stock”) having the rights, powers and preferences set forth in the
Certificate of Designation, Preferences and Rights attached to the Rights
Agreement (“Rights”);


 


WHEREAS, on November 25, 1997 the Company filed pursuant to Section 151
of the General Corporation Law of the State of Delaware (“DGCL”) a Certificate
of Designation of the Series A Junior Participating Preferred Stock of
Corn Products International, Inc. (the “Certificate of Designation”),
which upon filing became a part of the Company’s Certificate of Incorporation;
and


 


WHEREAS, the Rights never became exercisable, the Rights Agreement and
the Rights have expired in accordance with their terms and no shares of Series A
Junior Participating Preferred Stock have been issued.


 


NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority
conferred on the Board of Directors by the provisions of Section 151(g) of
the DGCL, the Board of Directors hereby eliminates the Series A
Participating Preferred Stock, none of which is currently outstanding and none
of which will be issued; and


 

















 


FURTHER RESOLVED, that any proper officer of the Company be and each of
them is hereby authorized, empowered and directed, in the name and on behalf of
the Company, pursuant to Section 151(g) of the DGCL, to execute and
file a Certificate of Elimination of the Series A Preferred Stock with the
Secretary of State of the State of Delaware, which shall have the effect when
filed with the Secretary of State of the State of Delaware of eliminating from
the Amended and Restated Certificate of Incorporation of the Company all
matters set forth in the Certificate of Designation of Rights and Preferences
of Series A Participating Preferred Stock with respect to such Series A
Preferred Stock and to execute and deliver any and all other documents, and to
do or cause to be done any and all acts as such officer may deem necessary or
appropriate to carry out the intent of these resolutions.


 


SECOND:
That in accordance with the provisions of Section 151
of the General Corporation Law of the State of Delaware, the Restated
Certificate of Incorporation of the Company is hereby amended to eliminate all matters set
forth in the Certificate of Designation with respect to the Series A
Preferred Stock.


 


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IN
WITNESS WHEREOF, said Corn Products
International, Inc. has caused this certificate to be signed by Mary Ann
Hynes, its Vice President, General Counsel, Corporate Secretary and Chief
Compliance Officer, this 21st day of May, 2010.


 


 


	
   

  	
  CORN PRODUCTS INTERNATIONAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary Ann Hynes

  
	
   

  	
   

  	
  Mary Ann Hynes, Vice President, General  Counsel,
  Corporate Secretary and Chief Compliance Officer

  



 


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