AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Executive’s employment pursuant to the terms of this Agreement or (b) the last day of the month in which the Executive attains age 65 (such period of employment shall hereinafter be referred to as the “ Employment Term ”).

2.4.                              Reimbursement of Expenses .  The Company shall reimburse the Executive for reasonable travel and other business expenses incurred by him during the Employment Term in the fulfillment of his duties hereunder upon presentation by the Executive of an itemized account of such expenditures, in accordance with Company practices, but in no event shall the Company reimburse the Executive later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.

3.                                        COMPENSATION

3.1.                               Base Salary .  During the Employment Term, the Executive shall be entitled to receive a base salary (“ Base Salary ”) at a rate of U.S.$1,200,000 per annum, payable in arrears in substantially equal installments in accordance with the Company’s payroll practices, as in effect from time to time.  Any adjustments in Base Salary shall be made by the Compensation Committee of the Board (the “ Compensation Committee ”) in its sole discretion; provided , however , that such Base Salary may be increased but not decreased.

3.2.                               Short-Term Annual Bonus .  During the Employment Term, the Executive shall be entitled to participate in the Company’s annual performance bonus plan (the “ Short-Term Annual Bonus Plan ”), under which the Executive shall be entitled to receive, subject to the satisfaction of applicable performance criteria, an annual target bonus equal to 133% of his Base Salary, at the annual rate in effect for most of the calendar year to which such bonus relates.  Any adjustments to the Executive’s annual target bonus shall be made by the Compensation Committee in its sole discretion.  The other terms and conditions of the short-term annual bonus described in this Section 3.2 (the “ Short-Term Annual Bonus ”) shall be as determined under the Short-Term Annual Bonus Plan and payable in accordance with the timing set forth in the Short-Term Annual Bonus Plan.

3.3.                               Long-Term Equity Incentive .  During the Employment Term, the Executive shall be entitled to participate in the Bunge Limited Equity Incentive Plan, as amended from time to time (such plan, together with any successor or replacement plan(s), shall hereinafter be referred to as the “ Bunge Equity Plan ”).  Awards, if any, granted to the Executive shall be determined by the Compensation Committee in its sole discretion.  The other terms and conditions of such Awards shall be as determined under the terms of the Bunge Equity Plan.

4.                                        EMPLOYEE BENEFITS

4.1.                               General .  During the Employment Term, the Executive shall be, or, where applicable, continue to be, included to the extent eligible thereunder in all employee benefit plans, programs or arrangements (including, without limitation, any plans, programs or arrangements providing retirement benefits, profit sharing, disability benefits, health and life insurance, or paid holidays) that shall be established by the Company for, or made available to, its senior executives.  In addition, the Company shall furnish the Executive with coverage by the Company’s customary director and officer indemnification arrangements, subject to applicable law.

4.2.                               Supplemental Pension .

4.2.1.                      Eligibility for Pension .  Subject to the provisions of this Section 4.2 and Section 11.11, the Executive shall be entitled to receive a supplemental pension equal to (i) an amount determined based on Formula A (as defined below), plus (ii) an amount determined based on Formula B (as defined below) (the “ Pension ”).  The portion of the Pension determined based on Formula A shall be payable if the Executive remains in the employ of the Company until the last day of the month in which he attains age 55 and the portion of the Pension determined based on Formula B shall be fully vested at all times.  The Company shall also pay the portion of the Pension determined based on Formula A to the Executive if his employment with the Company terminates at any time after the Effective Date as a result of (a) the Executive’s Disability (as defined below), (b) the Executive’s resignation for Good Reason (as defined below) or (c) the Executive’s termination by the Company without Cause (as defined below).  If the Executive should die at any time after the Effective Date, the Executive’s Surviving

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Spouse shall be entitled, in lieu of the Pension, to the death benefit described in Section 4.2.6.  The provisions of this Section 4.2 shall apply notwithstanding anything to the contrary set forth in this Agreement.

4.2.2.                     Amount of Pension .  Subject to Section 4.2.5, the Pension payable to the Executive hereunder shall be a single life annuity commencing on the first day of the month following the month in which the Elected Payment Date (as defined below) occurs, which, when added to the Executive’s Other Retirement Benefits (as defined below), provides the Executive with an annuity for life equal to 45% of his Average Base and Bonus (as defined below).  No actuarial or other adjustment shall be made to the Pension for commencement after the date that the Executive attains age 65.

4.2.3.                     Elected Payment Date .  (a)  The Executive shall be entitled to make, no later than December 31, 2008, an election as to the date on which payment of the Pension shall commence (the “ Elected Payment Date ”).  In the event that the Executive does not elect an Elected Payment Date prior to December 31, 2008, the Elected Payment Date shall be the later of the first day of the month following the month in which (i) the Executive terminates employment with the Company and (ii) the Executive attains age 55.  (b)  In the event that the  Executive elects to commence payment of his Pension on or before the date he attains age 65, the amount of the Pension determined based on Formula A shall be reduced by 2% per year (or the pro rata portion thereof) for each year from age 60 to prior to age 65 and 6% per year (or the pro rata portion thereof) for each year from age 55 to prior to age 60 and the amount of the Pension determined based on Formula B shall be reduced in the same manner as provided under the Retirement Plan (as defined below).

4.2.4.                     Forfeiture of Pension .  No portion of the Pension determined based on Formula A shall be payable hereunder if (a) the Executive resigns without Good Reason prior to the last day of the month in which he attains age 55, (b) the Executive’s employment is terminated by the Company at any time for Cause, (c) the Executive breaches in any material respect any provision of Section 9.2.1, 9.2.2 or 9.3 or (d) the Executive dies prior to the commencement of the Pension; provided , however , that, if the Executive resigns at any time without Good Reason during the Change of Control Period (as defined below), he shall be entitled to receive the Pension in accordance with Section 4.2.2; provided   further that, if the Executive dies prior to the commencement of the Pension, the death benefit contemplated by Section 4.2.6 shall apply.  Notwithstanding the foregoing, the portion of the Pension determined based on Formula B shall be fully vested at all times and shall not be subject to forfeiture.

4.2.5.                     Other Annuity Form .  The Executive may elect, in accordance with written procedures established by the Company for this purpose, to have the Pension paid in the following annuity forms under the Bunge U.S. Pension Plan (such plan, together with any successor or replacement plan(s), shall hereinafter be referred to as the “ Retirement Plan ”): (i) single life annuity, (ii) 100% qualified joint and survivor annuity, (iii) 75% qualified joint and survivor annuity, (iv) 66 2/3 qualified joint and survivor annuity, (v) 50% qualified joint and survivor annuity, (vi) single life annuity with a 10-year term certain payment option or (vii) 100% qualified joint and survivor annuity with a 10-year term certain payment option.  If the Executive does not elect an annuity form, his Pension shall be paid in the form of the 100% qualified joint and survivor annuity with a 10-year term certain payment option.  Such election may be changed by the Executive at any time by a subsequent election filed with the Company, as long as such subsequent election is filed with the Company at least 30 days prior to the Executive’s termination of employment with the Company (or such lesser period prior to such termination of employment as the Compensation Committee shall permit).  For any annuity made under this Section 4.2 (other than a single life annuity commencing after the Executive attains age 65), actuarial equivalence shall be made and determined (i) in accordance with the factors and other relevant assumptions set forth in the Retirement Plan and (ii) to the extent actuarial equivalence for an annuity form is not specified in the Retirement Plan, based on actuarial assumptions reasonably established by the Company’s actuary for the Retirement Plan.

4.2.6.                     Death Benefit .  Subject to Section 4.2.4, if the Executive dies his Surviving Spouse shall receive one of the following death benefits (each, a “ Death Benefit ”), subject to the terms and conditions set forth below:

(a)                                   If the Executive dies prior to the commencement of the Pension, then his Surviving Spouse shall receive a pension equal to the survivor benefit that would have been payable to such Surviving Spouse if the Executive had commenced payment of his Pension as of the later to occur of (x) the date of the Executive’s death and (y) the date on which the Executive would have attained age 55 had he not died.

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This benefit shall be paid as if the Executive had elected a payment, as of his date of death, in the form of a 100% qualified joint and survivor annuity with a 10-year term certain payment option; provided , however , that the Surviving Spouse may, prior to commencement of payment, make a one-time irrevocable election to have the Death Benefit determined as if the annuity form deemed elected in accordance with this sentence had been in the form of a 100% qualified joint and survivor annuity.  Such payment shall commence within 60 days following the Executive’s date of death, regardless of whether such payment occurs prior to the Elected Payment Date.

(b)                                  If the Executive dies after the commencement of the Pension, the survivor benefit payable to the Executive’s Surviving Spouse, if any, shall be based on the annuity form elected by the Executive prior to his death, it being understood that no Death Benefit shall be payable if, prior to his death, the Executive elected a single life annuity.

If the Executive and his Surviving Spouse die simultaneously under circumstances where it is impossible to determine if one predeceased the other, the Executive will be deemed to have predeceased his Surviving Spouse, and the term certain portion of the Death Benefit shall be payable to the Surviving Spouse’s estate.  Except as expressly contemplated hereunder, no other benefits under this Section 4.2 shall be payable to the Executive’s Surviving Spouse, beneficiaries or estate, and no consent of the Executive’s Surviving Spouse, if any, shall be required with respect to the form of annuity in which the Pension is paid.

4.2.7.                      Additional Definitions .  For purposes of this Section 4.2, the terms set forth below shall have the following meanings:

(a)                                   “ Average Base and Bonus ” shall mean the sum of (i) the average of the Executive’s Base Salary for the five-year period immediately prior to and including the date on which the Pension commences (the “ 5-Year Period ”), determined, for any partial year, on an annualized basis, and (ii) the average of the Executive’s Short-Term Annual Bonus (excluding any long-term, supplemental or special bonuses) actually paid to the Executive for the 5-Year Period, determined, for any partial year, on an annualized basis; provided , however , that, if the Short-Term Annual Bonus has not been paid to the Executive for the last year of the 5-Year Period, the Executive’s target Short-Term Annual Bonus shall be used to calculate the amount contemplated in clause (ii) with respect to such year.

(b)                                  “ Other Retirement Benefits ” shall mean the retirement benefits payable to the Executive on a single life annuity basis and commencing on the date that the Executive attains age 65 under the Retirement Plan and any other U.S. defined benefit plan(s) of the Bunge Group in which the Executive participates, regardless of whether such benefits are paid as of such date or in any other form.

(c)                                   “ Formula A ” shall mean 45% of the Executive’s Average Base and Bonus, less (i) the portion of the Pension determined based on Formula B and (ii) the Other Retirement Benefits.

(d)                                  “ Formula B ” shall mean the amount by which the benefit which would otherwise by payable to the Executive under the Retirement Plan is reduced by operation of the limitations imposed by Section 415 of the Code and/or Section 401(a)(17) of the Code.  For the purposes of determining the amount of the Pension based on Formula B, amounts deferred pursuant to a salary deferral election by the Executive under a non-qualified deferred compensation plan maintained by the Company shall be included for the year the compensation is earned.

4.3.                               Vacation .  During the Employment Term, the Executive shall be eligible for 20 business days of paid vacation each calendar year, which number of days may be increased, but not decreased, on an annual basis in the sole discretion of the Compensation Committee.  If the Executive’s employment ends for any reason, the Executive shall only be paid for unused vacation that accrued during the calendar year in which his Date of Termination (as defined below) occurs.

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5.                                        TERMINATION OF EMPLOYMENT

5.1.                               Termination Without Cause; Resignation for Good Reason .

5.1.1.                      General .  Subject to the provisions of Sections 5.1.2 and 5.1.3, if, prior to the expiration of the Employment Term, the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason, subject to the Executive’s execution of a general release of claims in substantially the form attached hereto as Exhibit A (the “ Release ”) that becomes irrevocable not later than the 60 th  calendar day following the Executive’s Date of Termination, the Company shall:

(a)                                   pay the Executive an amount (the “ Severance Payment ”) equal to three   times the sum of (i) the highest annual rate of Base Salary paid to the Executive with respect to the three calendar years immediately preceding the Executive’s Date of Termination and (ii) the average structural (grid-based) Short-Term Annual Bonus (excluding any long-term, supplemental or special bonuses) actually paid to the Executive for the three calendar years immediately preceding the Executive’s Date of Termination, payable in substantially equal monthly installments for the 36-month period following the Executive’s Date of Termination (the “ Severance Period ”); provided , however , that, if the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason during the Change of Control Period, clause (ii) of this subsection (a) shall be superseded and replaced with the following clause:  “(ii) the target Short-Term Annual Bonus (excluding any long-term, supplemental or special bonuses) in effect as of the Executive’s Date of Termination”;

(b)                                  pay the Executive his Base Salary, to the extent not yet paid, through and including the Executive’s Date of Termination;

(c)                                   pay the Executive a pro   rata portion (through the Date of Termination) of the Short-Term Annual Bonus that the Executive would have been entitled to receive for the then applicable performance period pursuant to Section 3.2 had the Executive remained employed for the entire performance period.  The Compensation Committee may, in its sole discretion, elect to pay the amount described in this subsection (c) (i) no later than 30 business days following the Executive’s Date of Termination, in which case, such amount shall be calculated in good faith by the Compensation Committee based on the Company’s performance results for the last full calendar quarter immediately preceding his Date of Termination or (ii) at the time bonuses under the Short-Term Annual Bonus Plan are paid to the Company’s executives generally, in which case, such amount shall be calculated in good faith by the Compensation Committee based on the Company’s performance results for the calendar year to which the bonus relates.  For purposes of calculating the amount described in this subsection (c), the Executive’s performance results shall be determined on a target-level basis;

(d)                                  offer the Executive continuing coverage under the Company’s health and medical insurance plans and programs (at the Executive’s sole cost during the period that the Executive is entitled to coverage under Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “ Code ”) (relating to “ COBRA ” coverage) and, thereafter, determined as if such COBRA coverage continued) until the earlier of (i) the date on which the Executive and his spouse, if any, are both age 65 and (ii) the date on which the Executive is eligible to receive health, medical or other insurance benefits under a subsequent employer’s plan; provided   further that, if the Executive is eligible to receive health, medical or other insurance benefits under a subsequent employer’s plan, the health, medical and other insurance benefits described herein shall be secondary to those provided under such other plans;

(e)                                   provide the Executive with accelerated vesting of any unvested benefits in the Company’s defined contribution and defined benefit retirement plans, unless such acceleration is prohibited by law;

(f)                                     consider the Executive fully vested with respect to his entitlement to receive retiree medical and life insurance benefits that the Company offers to its senior executives as of the Executive’s Date of Termination; provided , however , that at no time prior to the Executive’s Date of Termination shall

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the Company be obligated by the terms of this subsection (f) to provide, or continue to provide, such benefits to the Executive or any other individual;

(g)                                  deem any vesting or service under any outstanding stock option, restricted stock or other equity-based awards fully satisfied;

(h)                                  deem any Company performance requirements under any outstanding stock option, restricted stock or other equity-based awards to be satisfied to the extent such performance requirements are satisfied as of the Executive’s Date of Termination; and

(i)                                      provide substantially similar other benefits that are provided to other senior executives of the Company upon termination (the benefits described in this subsection (i), together with those described in subsections (b) through (h) above, shall hereinafter be referred to as “ Severance Benefits ”).

Subject to Section 4.2, the Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment, except as determined in accordance with the terms of the Company’s benefit plans and programs.

5.1.2.                      Conditions Applicable to the Severance Period .  If, during the Severance Period, the Executive breaches any of his obligations under Section 9, the Company may, upon written notice to the Executive, terminate the Severance Period, cease to make any further payments of the Severance Payment and cease to provide any Severance Benefits, except as required by applicable law.  If the Employment Term expires in the manner contemplated by Section 2.3 following the Executive’s attainment of age 65, no Severance Payment or Severance Benefits shall be payable to the Executive.

5.1.3.                      Death During Severance Period .  Subject to Sections 4.1 and 4.2.6, in the event of the Executive’s death during the Severance Period, payments of the Severance Payment shall continue to be made during the remainder of the Severance Period, and any unpaid bonus payments under Section 5.1.1(c) shall be paid on the terms set forth therein, to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate.  Except for the medical benefits described in Section 5.1.1(d) or as otherwise required by law, the provision of Severance Benefits by the Company shall end on the date of the Executive’s death.

5.1.4.                      Date of Termination .  For purposes of this Agreement, “ Date of Termination ” shall mean (a) with respect to the termination of the Executive’s employment without Cause, the date specified in a written notice of termination from the Company to the Executive and (b) with respect to the termination by the Executive of his employment for Good Reason, the date specified in a written notice of resignation from the Executive to the Company; provided , however , that no such written notice from the Executive shall be effective unless the cure period specified in the proviso in Section 5.4 has expired without the Company having corrected, in all material respects, the event or events subject to cure; provided   further that, if no date of termination is specified in the written notice from the Executive, the Date of Termination shall be the first day following the expiration of such cure period.

5.2.                               Termination for Cause; Resignation Without Good Reason .

5.2.1.                      General .  If, prior to the expiration of the Employment Term, the Executive’s employment with the Company is terminated by the Company for Cause or the Executive resigns from his employment hereunder other than for Good Reason, the Executive shall be entitled only to payment of his Base Salary as is then in effect through and including the Date of Termination.  Subject to Section 4.2, the Executive shall have no further right to receive any other compensation or benefits after such termination of or resignation from employment, except as determined in accordance with the terms of the Com