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                                                               EXHIBIT 10.20
                               AMENDMENT NO. 2 TO
                       CORN PRODUCTS INTERNATIONAL, INC.
                           1998 STOCK INCENTIVE PLAN


     Amendment No. 2, dated as of November 21, 2000 (this "Amendment"), to the
1998 Stock Incentive Plan (the "Plan").

     WHEREAS, the Company established the Plan for the benefit of certain of its
employees;

     WHEREAS, the Company desires to modify the definition of "Change in
Control" in the Plan; and

     WHEREAS, the Board of Directors of the Company is authorized under section
5.2 of the Plan to amend the Plan.

     NOW, THEREFORE, pursuant to the power of amendment contained in Section 5.2
of the Plan, the Plan is hereby amended, effective January 1, 2001, as follows:

     Clause (ii) of paragraph 3 of Section 5.8(b) shall be deleted in its
entirety and the following shall be substituted in lieu thereof:

     no Person (other than: the Company; any employee benefit plan (or related
     trust) sponsored or maintained by the Company or any corporation controlled
     by the Company; the corporation resulting from such Corporate Transaction;
     and any Person which beneficially owned, immediately prior to such
     Corporate Transaction, directly or indirectly, 15% or more of the
     Outstanding Common Stock or the Outstanding Voting Securities, as the case
     may be) will beneficially own, directly or indirectly, 25% or more of,
     respectively, the outstanding shares of common stock of the corporation
     resulting from such Corporate Transaction or the combined voting power of
     the outstanding securities of such corporation entitled to vote generally
     in the election of directors

     IN WITNESS WHEREOF, the Company executed this Amendment on the day
and year first above written.

                                   CORN PRODUCTS INTERNATIONAL, INC.

                                   By: /s/ James J. Hirchak
                                       ----------------------------------------
                                       James J. Hirchak, Vice President,
                                       Human Resources