Corn Products International, Inc. January 2005

Exhibit 10

Contents

Corn Products International, Inc.
1998 Stock Incentive Plan
2005 Performance Plan Award Agreement

THIS AGREEMENT (the “Agreement”) effective as of January 1, 2005, 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 1998 Plan.

The 1998 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 1998 Plan, the 1998 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 1998 Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

Article 1. Performance Period

The Performance Period commences on January 1, 2005 and ends on December 31, 2007.

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

1

Total Shareholder Return

2

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).

AG Processing
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Company
▇▇▇▇▇ Limited
Gruma, S.A. de C.V.
Grupo Indl Maseca-ADR
MGP Ingredients, Inc.
Penford Corp
▇▇▇▇ & ▇▇▇▇ — ADR

AG Production/Farm Production
Alico Inc
▇▇▇▇▇▇▇ River Labs International Inc.
Delta & Pine Land Co.
Dimon Inc.
Standard Commercial Corporation
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
▇▇▇▇ & ▇▇▇▇▇▇ Inc.
Potlatch Corporation
Smurfit-Stone Container Corp
Wausau-Mosinee Paper Corporation

3

Return on Capital

The second measure is based on the Company’s ability to meet its return on capital (ROC) by the end of the performance period. The target ROC that must be achieved to earn 100% is 8.7%. The calculation will be based on the opening balance sheet in the third year at a cost of capital of 8.7%. 50% of the Performance Shares award target for the ROC metric will be earned according to the following table.

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.

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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.

Article 6. Form and Timing of Payment of Performance Shares

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 1998 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 1998 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 1998 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 1998 Plan and this Agreement, all of which shall be binding upon the Participant. Any inconsistency between the Agreement and the 1998 Plan shall be resolved in favor of the 1998 Plan.

5

Article 9. Miscellaneous

* * * * * *

6

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of ___, 2005

		CORN PRODUCTS INTERNATIONAL, INC.
		By:
				▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
				Vice President, Human Resources
		EXECUTIVE:

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