BUNGE LIMITED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

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Exhibit 10.16

BUNGE LIMITED
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
(as Amended as of March 12, 2003)

1.     Purpose

        The Plan is established for the purpose of providing members of the Board who are not employees of Bunge Limited or any Subsidiary with the opportunity to defer receipt of all or a portion of their Director Fees and, if applicable, Other Deferral Amounts, as such terms are defined below.

2.     Defined Terms

        As used in the Plan, the following terms shall have the indicated meanings:

        " Account " means a bookkeeping account maintained on the books and records of Bunge Limited to record the number of Share Units credited to a Non-Employee Director.

        " Beneficiary " means the beneficiary or beneficiaries designated by a Non-Employee Director (on such form and in accordance with such rules and procedures as the Committee shall approve) to receive distribution of the Non-Employee Director's Deferred Amounts in the event of the Non-Employee Director's death. A Non-Employee Director may revoke or change such designation at any time, except that no Beneficiary designation shall be effective unless it is in writing and received by Bunge Limited prior to the date of the Non-Employee Director's death.

        " Board " means the Board of Directors of Bunge Limited.

        " Bunge Limited " means Bunge Limited, a company organized under the laws of Bermuda.

        " Change in Control " means the occurrence of any of the following:

        (a)   the acquisition by any person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the Common Stock then outstanding, but shall not include any such acquisition by any employee benefit plan of Bunge Limited, or any person or entity organized, appointed or established by Bunge Limited for or pursuant to the terms of any such employee benefit plan;

        (b)   consummation after approval by the shareholders of Bunge Limited of either (A) a plan of complete liquidation or dissolution of Bunge Limited or (B) a merger, amalgamation or consolidation of Bunge Limited with any other corporation, the issuance of voting securities of Bunge Limited in connection with a merger, amalgamation or consolidation of Bunge Limited, or sale or other disposition of all or substantially all of the assets of Bunge Limited or the acquisition of assets of another corporation (each, a " Business Combination "), unless, in each case of a Business Combination, immediately following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock outstanding immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of Common Stock and 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns Bunge Limited or all or substantially all of Bunge Limited's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Common Stock; or

        (c)   the individuals who, as of the effective date of the Plan, constitute the Board, and subsequently elected members of the Board whose election is approved or recommended by at

least a majority of such current members or their successors whose election was so approved or recommended (other than any subsequently elected members whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board), cease for any reason to constitute at least a majority of such Board.

        " Committee " means the committee appointed from time to time by the Chief Executive Officer of Bunge Limited to administer the Plan.

        " Common Stock " means the common shares of Bunge Limited, par value U.S. $0.01 per share.

        " Crediting Date " means, unless the Committee determines otherwise, (i) with respect to Deferred Amounts, the date on which such Deferred Amounts would have been paid to a Non-Employee Director but for the Non-Employee Director's Deferral Election and (ii) with respect to dividend equivalents on Share Units, the date that corresponding dividends are paid on shares of Common Stock, as set by Bunge Limited.

        " Deferral Election " means (i) a Non-Employee Director's annual written election to defer payment of all or a portion of his Director Fees, subject to the terms and conditions of the Plan and/or (ii) a Non-Employee Director's election to defer payment of any Other Deferral Amount, in accordance with the terms of the Plan, and any other applicable plan, program or arrangement. The Committee may permit a Non-Employee Director to make a separate Deferral Election with respect to his annual retainer fees and committee fees. Unless the Committee determines otherwise, a Deferral Election shall be irrevocable.

        " Deferral Period " means a period elected in writing by a Non-Employee Director at the time of his Deferral Election for the voluntary deferral of the Deferred Amounts subject to the election. Unless the Committee determines otherwise, a Deferral Period shall be a period of not less than thirty-six months commencing immediately following the first day of the Service Period to which the Deferral Period relates, except that a Non-Employee Director's Deferral Period shall end on, and the distribution in respect of Share Units in the Non-Employee Director's Account shall commence immediately following, the Non-Employee Director's Termination Date.

        " Deferred Amount " means the U.S. Dollar amount of Director Fees and Other Deferral Amounts deferred by a Non-Employee Director pursuant to a Deferral Election. For purposes of the distribution provisions of the Plan, Deferred Amount also includes any additional Share Units credited thereon as a result of the payment of dividends on the Common Stock

        " Director Fees " means the annual retainer fees and committee fees paid (or otherwise payable but for a Deferral Election) to a Non-Employee Director during an applicable Service Period in connection with his services as a Non-Employee Director.

        " Election Date " means (1) with respect to Director Fees, the date designated by the Committee prior to the commencement of a Service Period as the deadline on which a Deferral Election must be made and (2) with respect to Other Deferral Amounts, such date as may be designated by the Committee in its sole discretion.

        " Exchange Act " means the Securities Exchange Act of 1934, as amended.

        " Fair Market Value " means the closing price for a share of Common Stock for the market trading day of the date of determination (or, if no closing price was reported on that date, on the last trading date prior to the date of determination on which a closing price was reported) on the New York Stock Exchange, as reported in The Wall Street Journal or such other source as the Committee deems reliable.

2

        " Non-Employee Director " means a member of the Board who is not then an officer or employee of Bunge Limited or any Subsidiary.

        " Other Deferral Amounts " means a payment amount (i) that is not Director Fees, (ii) that, at the election of a Non-Employee Director may be deferred under the Plan pursuant to the terms of the pertinent plan, agreement or arrangement through which a Non-Employee Director becomes entitled to receive such payment, including, without limitation, the Bunge Limited Non-Employee Directors Equity Incentive Plan, as amended from time to time, and (iii) that is otherwise payable to the Non-Employee Director but for a Deferral Election.

        " Payment Election " means an election as to the form and timing of distribution of Deferred Amounts elected in writing by a Non-Employee Director at the time of his corresponding Deferral Election. Unless the Committee determines otherwise, the form of distribution pursuant to a Payment Election shall be in the form of either shares of Common Stock or cash, in a single distribution, or in up to twenty-five annual installment distributions over twenty-five years, or in up to three hundred monthly installment distributions over twenty five years.

        " Plan " means this Deferred Compensation Plan for Non-Employee Directors of Bunge Limited.

        " Securities Act " means the Securities Act of 1933, as amended.

        " Service Period " means a calendar year or such other period as the Committee may specify from time to time. The first Service Period shall be calendar year 2002.

        " Share Unit " means a hypothetical share unit purchased and credited to the Account of a Non-Employee Director that shall be equal, as of any date of determination, to the Fair Market Value of a share of Common Stock.

        " Subsidiary " means any corporation in which Bunge Limited beneficially owns, directly or indirectly, 50% or more of the securities entitled to vote in the election of directors of the corporation.

        " Termination Date " means the date a Non-Employee Director ceases to serve as a member of the Board.

3.     Deferral Elections

        (a)      Eligibility.     All Non-Employee Directors shall be eligible to participate in the Plan.

        (b)      Deferral Elections .     Each Non-Employee Director shall be offered the opportunity to make a Deferral Election as specified in this Section 3(b). A Non-Employee Director shall make a Deferral Election for a Service Period by completing, signing and submitting during a period specified by the Committee ending on the Election Date a Deferral Election in the form approved from time to time by the Committee. The Committee may require a Non-Employee Director, as a condition to submitting a Deferral Election, to make such representations and warranties, and to agree to such undertakings and conditions, as the Committee shall determine.

4.     Accounts

        (a)      Crediting of Share Units .     The Deferred Amount elected pursuant to a Deferral Election shall be credited in the form of Share Units to the Account maintained in a Non-Employee Director's name in the manner contemplated by Section 6. In addition, if a dividend is distributed to the shareholders of Common Stock, each Account shall be credited with additional Share Units in the manner contemplated by Section 6.

        (b)      Debiting for Distributions .     A Non-Employee Director's Accou