AMENDMENT TO THE BUNGE MANAGEMENT SERVICES INC. DEFERRED COMPENSATION PLAN FOR CERTAIN EMPLOYEES

Exhibit 10.31

AMENDMENT TO THE BUNGE MANAGEMENT SERVICES INC.
DEFERRED COMPENSATION PLAN FOR CERTAIN EMPLOYEES

WHEREAS, Bunge Management Services Inc., (the “ Company ”) is the sponsor of the Bunge Management Services Inc., Deferred Compensation Plan for Certain Employees (as amended from time to time) (the “ Plan ”);

WHEREAS, the Company desires to amend the Plan to no longer permit Participants to make a Payment Election providing for monthly installment payments of their Deferred Amounts; and

WHEREAS, pursuant to Section 11 of the Plan, the Chief Executive Officer of Bunge Limited may amend the Plan from time to time;

NOW, THEREFORE, effective as of January 1, 2008, the Plan is hereby amended as follows:

1.             The definition of Payment Election in Section 2 of the Plan is hereby amended and restated in its entirety to read as follows:

“ “ Payment Election ” means an election as to the form and timing of distribution of Deferred Amounts elected in writing by a Participant at the time of his corresponding Deferral El