EXHIBIT 10.17


                               AMENDMENT NO. 3 TO
                        CORN PRODUCTS INTERNATIONAL, INC.
                            1998 STOCK INCENTIVE PLAN

         Amendment No. 3, dated as of November 20, 2002 (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 amend the Plan in certain respects; 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 immediately, as follows:

         Section 1.3 is hereby amended by adding the following paragraph to the
end of the current text of Section 1.3:

         "Notwithstanding anything in the Plan to the contrary, in accordance
with Section 157 of the Delaware General Corporation Law, the Committee may, by
resolution, authorize one or more executive officers of the Company to do one or
both of the following: (i) designate non-director and non-executive officer
employees of the Company or any of its subsidiaries to be recipients of rights
or options entitling the holder thereof to purchase from the Company shares of
its capital stock of any class or other awards hereunder; and (ii) determine the
number of such rights, options, or awards to be received by such non-director
and non-executive officer employees; provided, however, that the resolution so
authorizing such executive officer or officers shall specify the total number of
rights, options, or awards such executive officer or officers may so award. The
Committee may not authorize an executive officer to designate himself or herself
or any director or other executive officer of the Company to be a recipient of
any such rights, options, or awards."

         FURTHERMORE, the Board of Directors of the Company hereby delegates to
the Compensation and Nominating Committee of the Board of Directors all the
Board's rights, duties, responsibilities, and authority under Section 157 of the
Delaware General Corporation Law and authorizes the Committee to take action
pursuant to Section 157 on behalf of the Board of Directors and to authorize one
or more executive officers of the Company to take such action pursuant to
Section 157 as the Committee so determines.

         IN WITNESS WHEREOF, Corn Products International, Inc. has caused this
Amendment to be executed by its duly authorized officer on the day and year
first above written.

                                      CORN PRODUCTS INTERNATIONAL, INC.


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