Exhibit 10.28
AMENDED AND
RESTATED
BUNGE EXCESS CONTRIBUTION
PLAN
Effective January 1,
2009
I.
Purpose of Plan
(a)
The purpose of this Plan is to
provide benefits for certain employees of Bunge North
America, Inc. (“Company”) and other Employers (as
defined in the Bunge Retirement Savings Plan, hereinafter the
“Savings Plan”) participating in the Savings Plan
(each a “Participating Employer” and collectively the
“Participating Employers”), with respect to whom the
amount of matching contributions under the Savings Plan are or will
be limited in any year by application of Section 415 of the
Internal Revenue Code of 1986, as amended (the “Code”)
or Section 401(a)(17) of the Code.
(b)
No portion of the benefits accrued
under this Plan prior to January 1, 2005, shall be
“grandfathered” for purposes of Section 409A of
the Code. Notwithstanding the preceding sentence, with
respect to a participant who terminated employment in
February 2006, his or her benefits accrued prior to
January 1, 2005, shall be “grandfathered” for
purposes of Section 409A of the Code.
II.
Participation in the
Plan
(a)
A participant in the Savings Plan
shall participate in this Plan for each Plan Year (as defined in
the Savings Plan) in respect of which the amount of the matching
contributions which would otherwise be allocated to such
participant’s account under the Savings Plan, as from time to
time in effect, are reduced by operation of the limitations imposed
by Section 415 of the Code.
(b)
A participant in the Savings Plan
who is also a member of a select group of management or highly
compensated employees whose Compensation (as defined in the Saving
Plan)
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exceeds the compensation limit
imposed by Section 401(a)(17) of the Code shall participate in
this Plan for each Plan Year (as defined in the Savings Plan) in
respect of which the amount of the matching contributions are
further reduced by operation of the limitation on compensation
imposed by Section 401(a)(17) of the Code.
(c)
A participant who has made the
maximum elective deferrals under Section 402(g) of the
Code or the terms of the Savings Plan shall also participate in the
Plan for each Plan Year in respect of which the amount of matching
contributions are further reduced by operation of the limitation on
elective deferrals imposed by Section 402(g) of the
Code.
III.
Excess
Contributions
(a)
Each participant in this Plan shall
have credited to the participant’s account maintained under
this Plan an amount equal to the amount by which the matching
contributions which would otherwise be allocated to the participant
under the Savings Plan for the Plan Year are reduced by operation
of the limitations imposed by Section 415 of the
Code.
(b)
Each participant shall have credited
to his or her account under this Plan an additional amount equal to
the amount by which the matching contributions which would
otherwise be allocated to the participant under the Savings Plan
for the Plan Year are, after the application of
Article III(a), reduced by operation of the limitation on
compensation imposed by Section 401(a)(17) of the
Code.
(c)
A participant who has made the
maximum elective deferrals under Section 402(g) of the
Code or the terms of the Savings Plan shall have credited to the
participant’s account under this Plan an additional amount
equal to the amount by which the matching contributions which would
otherwise be allocated to the participant under the Savings Plan
for the Plan Year are, after the application of
Article III(a) and (b), reduced by operation of
(i) the limitation on elective deferrals imposed by
Section 402(g) of the Code, (ii) the
nondiscrimination requirements applicable to
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matching contributions under
Section 401(m) of the Code, and/or (iii) the
nondiscrimination requirements applicable to elective deferrals
under Section 401(k) of the Code.
(d)
Such amounts shall be allocated and
credited to a participant’s account under this Plan no later
than the April 15 th immediately following the Plan year in
which the amounts would have otherwise been allocated and credited
to the participant’s account under the Savings Plan, but in
no event later than the date a distribution is required to a
participant under the Plan due to termination of employment.
Each participant’s account under this Plan shall be credited
with earnings and losses in the same manner as if it were invested
in accordance with the investment fund option or options applicable
to the matching contributions allocated to the participant’s
account under the Savings Plan.
(e)
The value of a participant’s
account under this Plan shall be immediately vested and
nonforfeitable and shall be payable in a single lump sum on the
date which is six months after the date on which the
participant’s termination of employment occurs and shall be
adjusted for earnings and losses, as applicable, in accordance with
the provisions of Article III(d); provided, however, that in
the event of a participant’s death prior to the end
of
