0000950137-07-005363 Sample Contracts

Contract
Corn Products International Inc • April 10th, 2007 • Canned, frozen & preservd fruit, veg & food specialties • New York

THIS NOTE MAY BE TRANSFERRED IN WHOLE BUT NOT IN PART BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY SELECTED OR APPROVED BY THE COMPANY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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CORN PRODUCTS INTERNATIONAL, INC. UNDERWRITING AGREEMENT $200,000,000 6.000% SENIOR NOTES DUE 2017 $100,000,000 6.625% SENIOR NOTES DUE 2037
Underwriting Agreement • April 10th, 2007 • Corn Products International Inc • Canned, frozen & preservd fruit, veg & food specialties • New York

Corn Product International Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $200,000,000 aggregate principal amount of its 6.000% Senior Notes due 2017 (the “2017 Securities”) and $100,000,000 aggregate principal amount of its 6.625% Senior Notes due 2037 (the “2037 Securities” and, together with the 2017 Securities, the “Securities”), to be issued under an indenture (the “Indenture”) dated as of August 18, 1999, between the Company and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (the “Trustee”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed un

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • April 10th, 2007 • Corn Products International Inc • Canned, frozen & preservd fruit, veg & food specialties

This FOURTH SUPPLEMENTAL INDENTURE, dated as of April 10, 2007 (this “Supplemental Indenture”), is entered into by and between Corn Products International, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • April 10th, 2007 • Corn Products International Inc • Canned, frozen & preservd fruit, veg & food specialties

This THIRD SUPPLEMENTAL INDENTURE, dated as of April 10, 2007 (this “Supplemental Indenture”), is entered into by and between Corn Products International, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

Contract
Corn Products International Inc • April 10th, 2007 • Canned, frozen & preservd fruit, veg & food specialties • New York

THIS NOTE MAY BE TRANSFERRED IN WHOLE BUT NOT IN PART BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY SELECTED OR APPROVED BY THE COMPANY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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