BUNGE LIMITED NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN

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Exhibit 10.15

BUNGE LIMITED
NON-EMPLOYEE DIRECTORS
EQUITY INCENTIVE PLAN
(As Amended and Restated)

        Bunge Limited, a company organized under the laws of Bermuda (" Bunge "), hereby establishes an equity compensation plan to be known as the Bunge Limited Non-Employee Directors Equity Incentive Plan (the " Plan "). The Plan shall become effective as of the Effective Date, as defined in Section 9 below. Capitalized terms that are not otherwise defined in the text of this Plan are defined in Section 2 below.

1.    Purpose

        The purpose of the Plan is to promote the long-term growth and financial success of Bunge and its Subsidiaries by attracting, motivating and retaining non-employee directors of outstanding ability and assisting the Company in promoting a greater identity of interest between the Company's non-employee directors and its shareholders.

2.    Definitions

        For purposes of the Plan, the following terms shall be defined as follows:

        " Annual Meeting " means an annual meeting of the Company's shareholders.

        " Board " means the Board of Directors of the Company.

        " Change in Control " shall have the meaning set forth in the Bunge Limited Equity Incentive Plan as in effect from time to time, or any successor thereto.

        " Common Stock " means shares in the capital of Bunge, including common shares.

        " Company " means Bunge Limited, a company organized under the laws of Bermuda, or any successor to substantially all its business.

        " Deferral Election " has the meaning set forth in Section 7(g).

         "Deferral Value" means as of the Vesting Date, the value to a Non-Employee Director of a Director Option, less any applicable withholding taxes. The Deferral Value of a Director Option is the difference between the Fair Market Value of a Share on the Vesting Date and the exercise price of such Director Option, less any applicable withholding taxes.

        " Director Option " means a right to purchase Shares of Common Stock granted to a Non-Employee Director pursuant to Section 6 below.

        " Effective Date " means the effective date of the Plan provided for in Section 9 below.

        " Fair Market Value " of a Share of Common Stock as of any date means:

          (i)  if the Common Stock is listed on an established stock exchange or exchanges (including for this purpose, the NASDAQ National Market), (a) the average of the highest and lowest sale prices of the stock quoted for such date as reported in the Transactions Index of each such exchange, as published in The Wall Street Journal and determined by the Board, or, if no sale price was quoted in any such Index for such date, then as of the next preceding date on which such a sale price was quoted or (b) the average of the highest and lowest sales prices of the stock on each day, as quoted on the relevant exchange over the twenty (20) trading days immediately following the preceding quarterly earnings announcement, with such average weighted by volume;

         (ii)  if the Common Stock is not then listed on an exchange or the NASDAQ National Market, the average of the closing bid and asked prices per Share for the stock in the

over-the-counter market as quoted on The NASDAQ Small Cap or OTC Electronic Bulletin Board, as appropriate, on such date; or

        (iii)  if the Common Stock is not then listed on an exchange or quoted in the over-the-counter market, an amount determined in good faith by the Board; provided, however , that, when appropriate, the Board, in determining Fair Market Value of the Common Stock, may take into account such factors as it may deem appropriate under the circumstances.

        " Non-Employee Director " means a member of the Board who is not an employee of the Company or any of its Subsidiaries.

        " Permanent Disability " means a physical or mental impairment rendering a Non-Employee Director substantially unable to function as a member of the Board for any period of six consecutive months. Any dispute as to whether a Non-Employee Director is Permanently Disabled shall be resolved by a physician mutually acceptable to the Non-Employee Director and the Company, whose decision shall be final and binding upon the Non-Employee Director and the Company.

        " Person " means any individual, firm, corporation, partnership or other entity.

        " Plan Limit " has the meaning set forth in Section 4(a).

        " Retirement " shall mean retirement from the Board in accordance with the retirement policy then in effect for Board members.

        " Shares " means shares comprising the Common Stock.

        " Subsidiary " means (i) a corporation or other entity with respect to which Bunge, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation's board of directors or analogous governing body, or (ii) any other corporation or other entity in which Bunge, directly or indirectly, has an equity or similar interest and which the Board designates as a Subsidiary for purposes of the Plan.

        " Vesting Date " means the date with respect to which a Director Option or a portion of a Director Option becomes vested and nonforfeitable.

3.    Administration of the Plan

          (a)   Administration by the Board . The Plan shall be administered by the Board, which may adopt rules and regulations it considers necessary or appropriate to carry out the Plan's purposes. The Board's interpretation and construction of any Plan provision shall be final and conclusive. The Board may, but need not, from time to time delegate some or all of its authority under the Plan to a committee consisting of one or more members of the Board, any such delegation to be subject to the restrictions and limits that the Board specifies at the time of such delegation or thereafter. References in the Plan to the "Board" shall, to the extent consistent with the terms and limitations of any such delegation, be deemed to include a reference to any such committee to which the Board's authority hereunder has been delegated.

          (b)   Award Certificate . The terms and conditions of each grant of Director Options under the Plan shall be embodied in an award agreement or award certificate which shall incorporate the Plan by reference and shall indicate the date on which the Director Options were granted and the number of Director Options granted on such date.

4.    Shares Available

          (a)   General . Subject to adjustment as provided in Section 11 hereof, the total number of Shares of Common Stock that may be issued pursuant to the exercise of Director Options under the Plan (the

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" Plan Limit " ) shall not exceed, in the aggregate, 0.5 percent (or one-half of one percent) of the issued Shares of Common Stock outstanding at any such time.

          (b)   Rules Applicable to Determining Shares Available for Issuance . For purposes of determining the number of Shares of Common Stock that remain available for issuance, the following Shares shall be added back to the Plan Limit and again be available for awards:

          (i)  The number of Shares tendered to pay the exercise price of a Director Option;

         (ii)  The number of Shares acquired by the Company under Section 7(d) below in satisfaction of some or all of the exercise price of a Director Option or in satisfaction of any tax withholding requirement;

        (iii)  The number of Shares subject to Director Options that expire unexercised or that become forfeited; and

        (iv)  As of the date of any Deferral Election by a Non-Employee Director under Section 7(g) below, the number of Shares underlying the award of Director Options, or any portion thereof, subject to such Deferral Election.

        Authorized and unissued Shares shall be delivered pursuant to the Plan.

5.    Eligibility

        Director Options shall be granted only to Non-Employee Directors.

6.    Grants of Director Options

          (a)   General . A Director Option shall entitle a Non-Employee Director to purchase a specified number of Shares of Common Stock during a specified period at an exercise price per Share of Common Stock determined as provided below. All Director Options provided for herein shall have the general terms and conditions set forth in Section 7 below. Director Options shall be nonqualified stock options and are not intended to qualify as "incentive stock options" under Section 422 of the US Internal Revenue Code of 1986, as amended.

          (b)   Annual Grants of Director Options. Annual Grants of Director Options shall be made as follows: (i) each Non-Employee Director serving on the Board at the time an annual grant is made to Non-Employee Directors shall automatically receive Director Options to purchase 7,200 Shares of Common Stock either (A) as of the date of the Annual Meeting, commencing with the 2001 Annual Meeting or (B) at an earlier time specified by the Board prior to an Annual Meeting; and (ii) any Non-Employee Director who is elected or appointed to the Board after the annual grant for any year has been made under subsection 6(b)(i) above, will, in the sole discretion of the Board, receive Director Options to purchase 7,200 Shares of Common Stock as of the date of such initial election or appointment.

        The exercise price per Share of Common Stock subject to each Director Option provided for in this Section 6(b) shall be the Fair Market Value on the date of grant.

          (c)   Grants of Director Options to New Directors . In addition to the annual grants described in Section 6(b) above, a Non-Employee Director who is initially elected or appointed to the Board, whether or not such election or appointment is in connection with an Annual Meeting, shall receive, as of the date of such initial election or appointment, Di