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)           within any 24 month period, the persons who were directors immediately before the beginning of such period (the “ Incumbent Directors ”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to Bunge Limited.  For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a person who has expressed an intent to effect a Change of Control or engage in a proxy or other control contest);

; provided , however , that with respect to any distribution that is subject to Section 409A and payment is to be accelerated in connection with the Change of Control, no event(s) set forth in clauses (a), (b) or (c) above shall constitute a Change of Control for purposes of the Plan unless such event(s) also constitutes a “change in the ownership”, “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company as defined under Section 409A.

“ 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 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 on an Election Date 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 on an Election Date 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, in its sole discretion, 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.

“ Deferred Amount ” means the U.S. Dollar amount of Director Fees and Other Deferral Amounts (if applicable) 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

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“ 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 (i) with respect to Director Fees, the date specified by the Committee on a Deferral Election prior to the commencement of a Service Period as the deadline on which a Deferral Election must be made and (ii) with respect to Other Deferral Amounts, the date as may be specified by the Committee on the Deferral Election applicable to such Other Deferral Amounts.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any applicable rulings and regulations promulgated thereunder.

“ 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.

“ 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 2007 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 a Non-Employee Director’s Deferred Amounts elected in writing by the Non-Employee Director 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 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 (25) annual installment distributions.

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

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

“ Section 409A Compliance ” shall have the meaning set forth in Section 15.

“ Securities Act ” means the Securities Act of 1933, as amended.

“Separation from Service” means a Non-Employee Director’s “separation from service” from the Company as determined under the default provisions included in Treasury Regulation Section 1.409A-1(h) or any successor regulation thereto; provided , however for the purposes of determining which entity is a service recipient or employer, “at least 20 percent” is substituted for “at least 80 percent” in each place it appears in Treasury Regulation §1.414(c)-2.

“ Service Period ” means a calendar year or such other period as the Committee may specify from time to time.

“ 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.

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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, in its sole discretion.  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, in its sole discretion.

(c)           Payment Elections .             Subject to the terms of the Plan, at the time a Non-Employee Director makes a Deferral Election, the Non-Employee Director shall also make a Payment Election in which he shall specify whether payment of the Deferred Amount shall be made or commenced (i) within sixty (60) days following the Non-Employee Director’s Separation from Service or (ii) the earlier of within sixty (60) days following (A) the Non-Employee Director’s Separation from Service or (B) the last day of the applicable Deferral Period.

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 Stoc