Exhibit 10.29


 


BUNGE U.S. SERP


 


Effective January 1, 2009


 


I.                                       Purpose
of Plan


 


(a)                                  The
purpose of the Bunge U.S. SERP (“Plan”) is to provide pension benefits for
certain employees of Bunge Limited (“Company”) and its subsidiaries (each a “Participating
Employer”) whose pension benefits under the Bunge U.S. Pension Plan (“Pension
Plan”) are or will be limited pursuant to the Code and the provisions of the
Pension Plan based on the definition of compensation used for benefit accrual
purposes therein.


 


(b)                                 No
portion of the benefits accrued under this Plan prior to January 1, 2005
shall be “grandfathered” for purposes of Section 409A of the Code.


 


II.                                   Participation
in the Plan


 


An employee of the Company or one of its subsidiaries who is designated
by the Board of Directors of the Company as a participant in this Plan (a “Participant”)
shall be eligible to participate in this Plan. 
Individuals eligible to participate in the Plan and the effective date
of their participation shall be set forth in Exhibit A hereto, which shall
be updated from time to time as appropriate based on the action of the Board of
Directors of the Company.  In no event
shall an employee of the Company or one of its subsidiaries who is not entitled
to benefits under the Pension Plan be eligible for a benefit under this Plan.


 


III.                               Excess
Benefit Payable


 


Each participant in the Pension Plan who is a Participant under this
Plan (and such Participant’s spouse, if any, in the event of such Participant’s
death prior to the commencement of benefits under the Plan) shall be paid a
supplemental pension benefit equal to the excess, if any, of (a) over (b),
where (a) and (b) are calculated as follows:


 

















 


(a)                                  the
benefit which would have been paid to such Participant (or such Participant’s
surviving spouse) under the Pension Plan, determined (1) as if the
definition of compensation under the Pension Plan included 100% of bonuses, (2) in
the case of Flavio Sa Carvalho and Jacqualyn Fouse,  as
if each had earned an additional five Years of Service (as defined in the
Pension Plan), (3) as if the Pension Plan was administered without regard
to the limitations imposed by Section 415 of the Code and/or Section 401(a)(17)
of the Code, and (4) as if the definition of compensation under the
Pension Plan included otherwise includable amounts deferred pursuant to a
salary deferral election by a Participant under a nonqualified deferred
compensation plan maintained by a Participating Employer for the year in which
such amounts would have been paid but for the election to defer; over


 


(b)                                 the
amount of the benefits payable to such Participant under the Pension Plan and
the Bunge Excess Benefit Plan or their successor plans.


 


The Company or its subsidiary, as appropriate, shall pay such
supplemental pension benefit to a Participant, or to such Participant’s
surviving spouse, coincident with and in the same distribution form and manner
as the payment of his or her benefit under the Bunge Excess Benefit Plan.  Such distribution shall be calculated using
the same actuarial factors and assumptions as are used to determine payments
under the Bunge Excess Benefit Plan.


 


IV.                               Miscellaneous


 


(a)                                  This
Plan may be terminated or amended at any time by the Compensation Committee of
the Board of Directors of the Company; provided that, no such amendment or
termination may cause a reduction in any Participant’s benefit accruals
previously earned under the Plan. 
Distributions upon termination or partial termination of this Plan shall
be consistent with 


 


2

















 


Section 409A
of the Code.  Notwithstanding any
provisions to the contrary, the Compensation Committee of the Board of
Directors of the Company may amend the Plan at any time to the extent necessary
to comply with Code Section 409A and the regulations thereunder.


 


(b)                                 To
the maximum extent permitted by law, no right to payment or any other interest
of a Participant under this Plan shall be assignable or subject to attachment,
execution, or levy of any kind.


 


(c)                                  Nothing
in this Plan shall be construed as giving any employee the right to continued
employment with a Participating Employer.


 


(d)                                 Benefits
payable under this Plan by a Participating Employer shall not be funded and
shall be made only out of the general funds of such Participating
Employer.  A Participant’s or surviving
spouse’s right to receive benefits under this Plan from a Participating
Employer shall be no greater than the right of any unsecured general creditor
of such Participating Employer.


 


(e)                                  This
Plan shall be administered by the Pension Plan Committee, as defined in the
Pension Plan, which shall have all authority, powers and discretion with
respect to this Plan as such Committee shall, from time to time, have with
respect to the Pension Plan.  Such
decisions shall be conclusive and binding on all parties and shall not be
subject to further review.  The Board of
Directors of the Company may, at any time, replace the Pension Plan Committee
with other persons or with another committee or entity as the administrator for
the Plan.


 


(f)                                    Except
to the extent pre-empted or superseded by ERISA, the provisions of this Plan
shall be construed, administered and enforced according to the internal and
substantive laws (and not according to the conflict of laws provisions) of the
State of Missouri.


 


(g)                                 Notwithstanding
any other provisions of this Plan, if the Compensation Committee of the Board
of Directors of the Company determines in its sole discretion that the
employment of a Participant with a Participating Employer has been terminated
because of the Participant’s 


 


3

















 


commission of any
act of fraud or any act of dishonesty, or any criminal act, or that a
Participant committed any such act to the detriment of a Participating Employer
whether the Participant’s employment was terminated on that account or not,
then any benefits credited to the Participant shall be forfeited and, if
already paid, shall be subject to recoupment.


 


(h)                                 The
Participating Employer shall be entitled to deduct from any benefits credited
under this Plan to a Participant or from any other compensation payable by the
Participating Employer to such Participant, all applicable federal, state or
local taxes required to be withheld with respect to the amounts being credited.  Any taxes imposed on any distribution from
this Plan shall be the sole responsibility of the Participant or other person
entitled to receive same, and the Participating Employer shall be entitled to
deduct from any such distribution any federal, state or local taxes required to
be withheld with respect to such distribution.


 


(i)                                     All
records and accounts for this Plan shall be maintained by the Pension Plan
Committee and shall be conclusive and binding upon the Participating Employer
and Participants and their beneficiaries under this Plan and shall not be
subject to further review.


 


(j)                                     Any
claim for benefits shall be handled pursuant to the claims procedure under the
Pension Plan.


 


(k)                                  All
provisions of this Plan shall be interpreted in a manner so as to be consistent
with Section 409A of the Code and the regulations issued thereunder.


 


4

















 


EXHIBIT A


 


BUNGE U.S. SERP


 


	
  Participant

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  
	
  Flavio Sá
  Carvalho

  	
   

  	
  1/1/04

  
	
   

  	
   

  	
   

  
	
  William Wells

  	
   

  	
  1/1/04

  
	
   

  	
   

  	
   

  
	
  Archibald
  Gwathmey

  	
   

  	
  1/1/04

  
	
   

  	
   

  	
   

  
	
  Andrew J. Burke

  	
   

  	
  1/1/04

  
	
   

  	
   

  	
   

  
	
  Carl L. Hausmann

  	
   

  	
  1/1/04

  
	
   

  	
   

  	
   

  
	
  Jacqualyn Fouse

  	
   

  	
  7/23/07

  
	
   

  	
   

  	
   

  
	
  Christopher
  White

  	
   

  	
  8/1/07