such designation at any time, except that no Beneficiary designation shall be effective unless it is in writing and received by the relevant Company prior to the date of the Participant’s death.

“ Board ” means the Board of Directors of Bunge Limited.

“ Bunge Limited ” means Bunge Limited, a company organized under the laws of Bermuda or any successor corporation.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended and any applicable rulings and regulations promulgated thereunder.

“ Committee ” means the committee appointed by the Chief Executive Officer of Bunge Limited to administer the Plan and any other designated deferred compensation plan of Bunge Limited or any Subsidiary.

“ Company ” means each of Bunge North America, Inc., a New York corporation, Bunge Global Markets, a Delaware corporation, and Bunge Management Services Inc., a Delaware corporation, as applicable.

“ Compensation ” means the annual base salary and the annual cash bonus paid (or otherwise payable but for a Deferral Election) to a Participant during the applicable Plan Year.

“ Deferral Election ” means (i) a Participant’s annual written election to defer payment of a portion of his Compensation, subject to the terms and conditions of the Plan and/or (ii) a Participant’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, in its sole discretion, permit a Participant to make a separate Deferral Election with respect to his base salary, annual cash bonus and Other Deferral Amount (if applicable).  Unless the Committee determines otherwise, a Deferral Election shall be irrevocable.

“ Deferral Period ” means a period elected in writing by a Participant at the time of his Deferral Election for the voluntary deferral of the Deferred Amounts subject to such election.  Unless the Committee determines otherwise, in its sole discretion, a Deferral Period shall be a period of not less than thirty-six months commencing immediately following the first day of the Plan Year to which the Deferral Period relates.

“ Deferred Amount ” means the U.S. dollar amount of Compensation and Other Deferral Amounts (if applicable) deferred by a Participant pursuant to a Deferral Election.  For purposes of the payment provisions of the Plan, Deferred Amount also includes any earnings credited (or debited) thereon.

“ Election Date ” means (i) with respect to Compensation, the date designated by the Committee prior to the commencement of a Plan Year as the deadline on which a Deferral Election must be made and (ii) with respect to Other Deferral Amounts, such date as may be designated by the Committee in its sole discretion.  In any event, the Election Date must be no later than the last day of the Plan Year preceding the commencement of the Plan Year to which the Deferral Election relates.

“ Eligibility Limit ” means the minimum U.S. dollar amount of annual base salary specified by the Committee from time to time that an Employee must earn in order to qualify as an Eligible Employee in accordance with Section 3(a) of this Plan.  Unless determined otherwise by the Committee, in its sole discretion, the Eligibility Limit shall be the maximum compensation limit determined under Section 401(a) (17) of the Code, as adjusted to reflect increases in the cost of living.  Whether or not a Participant’s annualized base salary is at least equal to the Eligibility Limit shall be calculated without regard to Deferral Elections or before-tax contributions made by such Participant under any plan or program of the Companies.

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“ Eligible Employee ” means an Employee who satisfies the requirements of Section 3(a) of the Plan.

“ Employee ” means any person employed by a relevant Company and treated as such on such Company’s books and records and shall not include (i) any person treated by such Company on its books as an independent contractor or consultant or (ii) any person serving such Company through an agency, consulting firm, payroll service, sub-contractor or other third-party provider.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any applicable rulings and regulations promulgated thereunder.

“ Minimum Deferral ” means the minimum U.S. dollar amount or percentage determined by the Committee, in its sole discretion, from time to time that must be deferred pursuant to a Deferral Election.

“ Newly Eligible Employee ” means (i) an individual who is newly hired by the Companies and, as of the date of hire, qualifies as an Eligible Employee, or (ii) an individual who becomes an Eligible Employee after first becoming an employee of the Companies and prior to being eligible to participate in any “account balance plan”, within the meaning of Section 409A, of the Company or any Affiliate.

“ Other Deferral Amounts ” means, as determined by the Committee in its sole discretion, a payment amount, as determined by the Committee in its sole discretion, that (i) is not Compensation (which term is defined above to include only annual base salary and annual cash bonus), (ii) at the election of a Participant, may be deferred under the Plan pursuant to the terms of the pertinent plan, agreement or arrangement through which a Participant becomes entitled to receive such payment, including, without limitation, the Bunge Limited Equity Incentive Plan, as amended from time to time and (iii) is otherwise payable to the Participant but for a Deferral Election.

“ Participant ” means an Eligible Employee selected by the Committee to participate in the Plan in accordance with Section 3(a) of the Plan.

“ Payment Election ” means an election as to the form and timing of distribution of  a Participant’s Deferred Amounts elected in writing by the Participant at the time of his corresponding Deferral Election made by the Election Date.  Unless the Committee determines otherwise, in its sole discretion, the form of distribution of an Account Value pursuant to a Payment Election may be in the form of a single sum payment or in twenty-five annual installments over a period that does not exceed 25 years.

“ Performance Options ” means the hypothetical investment alternatives designated by the Committee, in its sole discretion, from time to time among which a Participant may elect to allocate his Deferred Amount.

“ Plan Year ” means the calendar year.

“ Section 409A ” means Section 409A of the Code.

“ Section 409A Compliance ” shall have the meaning set forth in Section 13.

“Separation from Service” means a Participant’s “separation from service” from the Company employing the Participant and each of its Affiliates as determined under the default provisions in Treasury Regulation Section 1.409A-1(h).

“ 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 such corporation.

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“Unforeseeable Emergency” means an “unforeseeable emergency” within the meaning of Section 409A(a)(2)(B)(ii) of the Code.

3.             Elections

(a)           Eligibility.  (i) Each Employee shall qualify as an Eligible Employee for a Plan Year if his annualized base salary for the preceding calendar year is equal to an amount that is at least equal to the Eligibility Limit for such preceding year.

(ii) The Committee may permit a Newly Eligible Employee to make a Deferral Election for the Plan Year in which such individual becomes a Newly Eligible Employee.  A Newly Eligible Employee must file a Deferral Election with the Committee within 30 days of the first date of employment.  The Deferral Election shall be irrevocable and shall apply to (A) base salary earned after the date the Deferral Election is filed with the Committee and (B) a prorated portion of the individual’s annual cash bonus determined by multiplying such bonus by a fraction, the numerator of which is the number of days remaining in the performance period after the election is filed and the denominator of which is 365.

(iii) Notwithstanding any provision in the Plan to the contrary, the Committee may, in its sole discretion, exclude or not select an Eligible Employee as a Participant if the Committee determines that excluding such individual from participation in the Plan may be in the best interests of the Company or necessary or advisable to comply with the requirements of applicable law including, but not limited to, the exclusion of individuals to the extent the Committee determines that such action is necessary or advisable for the Plan to continue to be limited to a select group of management and highly compensated employees within the meaning of ERISA.

(b)           Deferral Elections .   Except as provided in Section 3(a)(ii), each Participant shall be offered the opportunity to make a Deferral Election as specified in this Section 3(b).  A Participant shall make a Deferral Election for a Plan Year (or such other period pertinent to Other Deferral Amounts) by completing, signing and submitting, during the enrollment period specified by the Committee ending on the Election Date, a Deferral Election in the form approved from time to time by the Committee, in its sole discretion.  The Committee may require a Participant, 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, in its sole discretion.

(c)           Determination of Minimum Deferral and Applicable Maximum.   The Minimum Deferral and Applicable Maximum for each Plan Year shall be established by the Committee, in its sole discretion, and either or both may be increased or decreased from one Plan Year to another.  The Committee may specify a separate Minimum