Form of Notice of Grant of Stock Option and Option Award Agreement

Exhibit 10.2

Corn Products International

                    :

Effective                     , 20___, you have been granted a Non-Qualified Stock Option (the “Option”), under the Corn Products International, Inc. Stock Incentive Plan (the “Plan”), to purchase                      shares of common stock of Corn Products International, Inc. (the “Company”) at a price of $ ______ per share. This Award Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights.

Capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan or in this Award Agreement. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

Overview of Your Grant

1.

Vesting Period: The Options do not provide you with any rights or interests therein until they vest in accordance with the following:

Options become exercisable in three equal installments on the first three anniversaries of the date of grant (one-third of these Options will vest on ___, 20___, one-third will vest on ___, 20___, and the final one-third on ___, 20___). The Option shall remain exercisable until ___, 20___. However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 2.3 of the Plan.

2.		Requirements of Law: The granting of Options and the issuance of Shares under the Plan 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.
3.		Tax Withholding: The Company shall have the power and the right to deduct or withhold, or require you or your beneficiary to remit to the Company, an amount sufficient 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 as a result of this Award Agreement.
4.		Stock Withholding: With respect to withholding required upon any taxable event arising as a result of Options granted hereunder, the Company will satisfy the withholding requirement by withholding Shares having a Fair Market Value equal to the total minimum statutory tax required to be withheld on the transaction.
5.		Continuation of Employment: This Award Agreement shall not confer upon you any right to continuation of employment by the Company, its affiliates, and/or its Subsidiaries, nor shall this Award Agreement interfere in any way with the Company’s, its affiliates’, and/or its Subsidiaries’ right to terminate your employment at any time.

U.S.

6.		No Right to Future Grants; No Right of Employment; Extraordinary Item: In accepting the grant, you acknowledge that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Company at any time, as provided in the Plan and this Award Agreement; (b) the grant of the Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted repeatedly in the past; (c) all decisions with respect to future Option grants, if any, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and which is outside the scope of your employment contract, if any; (f) the Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) in the event that you are an employee of an affiliate or Subsidiary of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the affiliate or Subsidiary that is your employer; (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (i) if the underlying Shares do not increase in value, the Options will have no value; (j) if you exercise your Option and obtain Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Option Price; (k) no claim or entitlement to compensation or damages arises from termination of the Options or diminution in value of the Options or Shares purchased through exercise of the Options and you irrevocably release the Company, its affiliates and/or its Subsidiaries from any such claim that may arise; and (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of your employment, your right to receive Options and vest in Options under the Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law; furthermore, in the event of involuntary termination of employment, your right to exercise the Options after termination of employment, if any, will be measured by the date of termination of your active employment and will not be extended by any notice period mandated under local law.
7.		Administration: This Award Agreement and your rights 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 Board may adopt for administration of the Plan.

Corn Products International, Inc.

By:                                                  

Title:

By your signature below, you represent that you are familiar with the terms and provisions of the Corn Products International, Inc. Stock Incentive Plan, and hereby accept this Award Agreement subject to all of the terms and provisions thereof. You further agree to notify the Company upon any change in residence.

                                                            

Name

                                                            

U.S