Exhibit 10.27


 


AMENDED AND RESTATED


BUNGE EXCESS BENEFIT PLAN


 


Effective January 1, 2009


 


I.                                       Purpose of Plan


 


(a)                                  The purpose of this Plan is to provide
benefits for certain employees of Bunge North America, Inc. (“Company”)
and other Employers (as defined in the Bunge U.S. Pension Plan, hereinafter the
“Pension Plan”) participating in the Pension Plan (each a “Participating
Employer” and collectively the “Participating Employers”), whose funded
benefits under the Pension Plan are or will be limited pursuant to the
provisions of Section 415 of the Internal Revenue Code of 1986, as amended
(the “Code”).  This Plan also will
provide benefits for a select group of management or highly compensated
employees whose funded benefits under the Pension Plan are or will be limited
by the provisions of Section 401(a)(17) of the Code.


 


(b)                                 Other than the transition provisions
described in this section, 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.  If a Participant commenced
benefits under the Plan prior to January 1, 2005, his or her benefits
shall continue to be distributed in accordance with the terms of the Plan in
effect as of December 31, 2004.  If
a Participant commenced benefits under the Pension Plan in 2005, 2006, 2007, or
2008, benefits under this Plan shall commence on the same date that benefits
commence under the Pension Plan, subject to the six-month delay described in Section III(c).  If a Participant terminates employment prior
to January 1, 2009, but does not elect to commence benefits under the
Pension Plan prior to January 1, 2009, his or her benefits under this Plan
shall commence in accordance with Section III(c).


 


1

















 


II.                                   Participation in the Plan


 


Each participant in the Pension Plan shall be
eligible to participate in this Plan whenever the amount of the benefit which
would otherwise be payable to such participant under the Pension Plan, as from
time to time in effect, is reduced by operation of the limitations imposed by Section 415
of the Code or Section 401(a)(17) of the Code.  For purposes of determining whether a  Participant’s benefit under the Pension Plan
is reduced by the limitations imposed by Section 401(a)(17) of the Code,
amounts deferred pursuant to a salary deferral election by a Participant under
a non-qualified deferred compensation plan maintained by a Participating
Employer shall be included in the definition of compensation under the Pension
Plan.  Notwithstanding the above, Alberto
Weisser shall no longer be a Participant in this Plan as of December 31,
2008, shall forfeit any benefit he may have accrued under this Plan as of such
date and shall not become eligible to participate in this Plan after December 31,
2008.


 


III.                               Excess Benefit Payable


 


(a)                                  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
this Plan) shall be paid a supplemental pension benefit equal to the amount by
which the benefit which would otherwise be payable to such Participant (or such
Participant’s surviving spouse) under the Pension 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 purposes of calculating
the amounts otherwise payable to a Participant or a Participant’s surviving
spouse under the Pension Plan, amounts deferred pursuant to a salary deferral
election by a Participant under a non-qualified deferred compensation plan
maintained by a Participating Employer shall be included in the definition of
compensation under the Pension Plan for the year in which such amounts would
have been paid but for the election to defer.


 


2

















 


(b)                               A Participant shall be entitled to a benefit
under this Plan only if he or she is vested in his or her benefit under the
Pension Plan.  A Year of Service for
purposes of calculating benefits under this Plan shall be the same as for the
Pension Plan, except if a Participant has otherwise been granted service under
an agreement with a Participating Employer granting him or her additional
service.


 


(c)                                A Participating Employer shall pay such
supplemental pension benefit to a Participant as of the latest of (1) January 1,
2009, (2) the first day of the month following the Participant’s six month
anniversary of termination of employment or (3) the first day of the month
following the Participant’s 65th birthday or, if he or she terminates
employment with at least ten years of service under the Pension Plan, his or
her 62nd birthday. 
Any adjustments that would have applied under the Pension Plan if
benefits were being paid under the Pension Plan, such as actuarial adjustments,
shall apply to the benefit or benefits payable under this Plan.


 


If payments that would have been paid due to
a Participant’s retirement under (3) above are deferred for six months
under (2) above, the first payment of such Participant’s benefit shall be
paid on the first day of the month following the Participant’s six month
anniversary of termination of employment and shall include a lump sum equal to
the sum of the missed monthly payments since his or her normal retirement date,
plus interest at the “applicable interest rate” prescribed by the Commissioner
of Internal Revenue for purposes of Code Section 417(e), as in effect for
the month of October preceding the first day of the calendar year in which
the distribution is made.


 


(d)                               A Participant may elect, at any time before
benefits commence, to receive benefits in any of the following annuity forms:


 


(1)                                  Life
Annuity Option — Under this option, an annuity is payable for the
Participant’s life only.


 


3

















 


(2)                                  Life
Annuity And 120 Months Certain Option — Under this option, a reduced
benefit will be payable until the Participant’s death and, if such death occurs
before 120 monthly installments have been paid to the Participant, such benefit
will be continued to his or her designated beneficiary (and/or contingent
beneficiary) until a total of 120 monthly installments have been paid to the
Participant and/or to his or her designated beneficiaries.


 


(3)                                  Joint
And Survivor Option — Under this option, a reduced benefit will be payable
until the Participant’s death and then, if his or her joint annuitant survives
him or her, 100%, 75%, 66-2/3% or 50%, as elected by the Participant, of the
benefit payable to the Participant will be continued to the joint annuitant
until his or her death.


 


In the absence of such an election, benefits
payable to a single Participant shall be payable as a life annuity and to a
married Participant as a joint and survivor annuity with the amount of the
annuity of the surviving spouse to be 50% of the amount of the annuity paid to
the Participant during his or her life. 
Such alternate distribution forms shall be calculated using the same
actuarial assumptions as are used to determine payments under the Pension Plan.


 


(e)                                In the event of a Participant’s death prior
to commencement of distributions under this Plan, a Participating Employer
shall pay the supplemental pension benefit to the Participant’s surviving
spouse.  Such benefit shall be payable for
the surviving spouse’s life and shall commence as of the later of (1) the
date the Participant would have attained age 65 had he or she survived or age
62 if he or she died with at least ten years of service or (2) the first
day of the month following his or her death.


 


(f)                                  The determination of whether a Participant
has had a termination of employment shall be determined under the default
provisions of Treas. Reg. Section 1.409A-1(h)(1)(ii) , except as
provided in the last sentence of this section. 
Therefore, a termination of employment occurs when the Company and the
Participant reasonably anticipate that no further services will be performed by



 


4

















 


him or her or that his or her level of services will permanently
decrease to no more than 20 percent of the level of services performed over the
immediately preceding 36-month period.  A
Participant shall be presumed not to have terminated employment if his or her
level of bona fide services continue at a level of 50% or more than the average
level of services provided by the Participant in the immediately preceding
36-month period.  A Participant shall be
presumed to have terminated employment if his or her level of bona fide
services decrease to a level of 20% or less than the average level of bona fide
services provided by the Participant in the immediately preceding 36-month
period.  Finally, no presumption shall
apply to a decrease in the level of bona fide services performed to a level
that is more than 20% and less than 50% of the average level of bona fide
services performed during the immediately preceding 36-month period.  Instead, a review of the facts and
circumstances, as provided in the applicable regulations, shall determine
whether a termination of employment has occurred.  Notwithstanding the preceding provisions of
this section, no termination of employment shall occur while the individual is
on military leave, sick leave, or other bona fide leave-of-absence which does
not exceed six months or such longer period during which he or she retains a
right to reemployment with a Participating Employer pursuant to law or by
contract.  A leave of absence will be a
bona fide leave-of-absence only if there is a reasonable expectation that the
Participant will return to perform services for a Participating Employer.  A Participant shall not be deemed to have
terminated employment if he or she transfers to an entity with which a
Participating Employer would be aggregated under Section 414 of the Code,
using an ownership percentage of 20% instead of 80% thereunder.


 


(g)                                 A Participant’s benefits hereunder shall be
paid by the Participating Employer who employs the Participant on his or her
last day of employment.


 


5

















 


IV.                               Miscellaneous


 


(a)                                  This Plan may be terminated or amended at any
time by 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 Section 409A of the Code.  Notwithstanding any provisions to the
contrary, 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)                                 Notwithstanding any other provisions of this
Plan, if the Committee determines in its sole discretion that the employment of
a Participant with a Participating Employer has been terminated because of the
Participant’s 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.


 


(e)                                  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.


 


(f)                                    A Participating Employer shall be entitled to
deduct from any benefits being credited under this Plan to a Participant or
from any other compensation payable by the Participating 


 


6

















 


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 such distribution, 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.


 


(g)                                 This Plan shall be administered by the
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.


 


(h)                                 All records and accounts for this Plan shall
be maintained by the 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.


 


(i)                                     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.


 


(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.


 


7