CORN PRODUCTS INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
1. PURPOSE AND ELIGIBILITY
The purpose of the Plan is to (i) provide for compensation in the form of mandatorily deferred shares of Common
Stock of the Company and to provide the opportunity for participants to defer up to 100% of their annual
retainer and (ii) establish terms for such deferral. All directors who are not, and have never been, employees of
the Company shall be eligible to participate in the Plan.
The Plan shall be administered by the Compensation and Nominating Committee (the "Committee") of the Board
of Directors. The members of the Committee shall be appointed by the Board. The Committee shall have full
power and authority to interpret the terms of the Plan A and to adopt such rules and procedures as it may deem
advisable for the administration of the Plan. The interpretation of the Plan, all actions taken under the Plan, and
the determination of all questions arising under the Plan shall be binding and conclusive on all persons for all
The Committee may delegate to any officer or employee of the Company the duty to act for the Committee.
Neither the Committee or any member thereof, nor any officer or employee of the Company, shall be liable for
any act, omission, interpretation, construction, distribution or determination made in good faith in connection with
the Plan. The members of the Committee and the officers and employees of the Company shall be entitled to
indemnification by the Company in respect of any claim, loss, damage or expense (including attorneys' fees)
arising therefrom to the fullest extent permitted by law.
3. STOCK COMPENSATION
Fifty percent (50%) of the annual retainer of the directors will be paid in the form of mandatorily deferred shares
of Common Stock which shall be credited to each director's Deferred Stock Account as provided in
Section 4 and paid after resignation or retirement from the Board as provided in Secti