Exhibit 4.3


                       BUNGE LIMITED EQUITY INCENTIVE PLAN
                   (as Amended and Restated on March 13, 2003)

              Bunge Limited ("Bunge") hereby establishes an equity compensation
plan to be known as the Bunge Limited Equity Incentive Plan (the "Plan"). The
Plan shall become effective on the date it is approved by the Board of Directors
of Bunge (the "Board"), subject to the approval of Bunge's shareholders within
12 months after its approval by the Board in accordance with Section 14 hereof.
Capitalized terms that are not otherwise defined in the text of this Plan are
defined in Section 2 below.

1.       Purposes

              The purposes of the Plan are to attract, retain and motivate key
employees, consultants and independent contractors of the Company; to compensate
them for their contributions to the growth and profits of the Company; to
encourage ownership by them of Common Stock in order to align key employee,
consultant and independent contractor interests with shareholder interests; and
to link the compensation of key employees, consultants and independent
contractors to the overall performance of the Company in order to promote
cooperation among the Company's diverse areas of business.

2.       Definitions

              For purposes of the Plan, the following terms shall be defined as
follows:

              "Administrator" means the individual or individuals to whom the
Committee delegates authority under the Plan in accordance with Section 3(d).

              "Award" means an award made pursuant to the terms of the Plan to
an Eligible Individual in the form of Stock Options, Restricted Stock or Other
Awards.

              "Award Agreement" means a written document approved in accordance
with Section 3 which sets forth the terms and conditions of an Award to a
Participant. An Award Agreement may be in the form of (i) an agreement between
the Company and a Participant which is executed by an officer on behalf of the
Company and is signed by the Participant or (ii) a certificate issued by the
Company which is executed by an officer on behalf of the Company but does not
require the signature of the Participant.

              "Board" means the Board of Directors of Bunge.

              "Bunge" means Bunge Limited, a company incorporated under the laws
of Bermuda, and any successor thereto.

              "Cause" means the termination of a Participant's employment or
service with the Company as a consequence of:

              (i) the willful and continued failure or refusal of the
Participant to substantially perform the duties required of him or her as an
employee, consultant or independent contractor of Bunge;


<PAGE>

              (ii) any willful and material violation by the Participant of any
law or regulation applicable to any business of Bunge, or the Participant's
conviction of, or a plea of nolo contendere to, a felony, or any willful
perpetration by the Participant of a common law fraud; or

              (iii) any other willful misconduct by the Participant that is
materially injurious to the financial condition or business reputation of, or is
otherwise materially injurious to, Bunge.

              "Change in Control" shall mean any of the following:

              (i) the acquisition by any Person of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of
the Common Stock then outstanding, but shall not include any such acquisition by
any employee benefit plan of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any such
employee benefit plan;

              (ii) consummation after approval by the shareholders of Bunge of
either (A) a plan of complete liquidation or dissolution of Bunge or (B) a
merger, amalgamation or consolidation of Bunge with any other corporation, the
issuance of voting securities of Bunge in connection with a merger, amalgamation
or consolidation of Bunge or sale or other disposition of all or substantially
all of the assets of Bunge or the acquisition of assets of another corporation
(each, a "Business Combination"), unless, in each case of a Business
Combination, immediately following such Business Combination, all or
substantially all of the individuals and entities who were the beneficial owners
of the Common Stock outstanding immediately prior to such Business Combination
beneficially own, directly or indirectly, more 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 the Company or all or substantially all of Bunge'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

              (iii) the individuals who, as of the effective date of the Plan,
constitute the Board, and subsequently elected members of the Board whose
election is approved or recommended by at least a majority of such current
members or their successors whose election was so approved or recommended (other
than any subsequently elected members whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board), cease for
any reason to constitute at least a majority of such Board.

              "Code" means the Internal Revenue Code of 1986, as amended, and
the applicable rulings and regulations (including any proposed regulations)
thereunder.

              "Committee" means the Compensation Committee of the Board, any
successor committee thereto or any other committee appointed from time to time
by the Board to administer the Plan. The Committee shall consist of at least two
individuals who are not and have never been employees of the Company and who
shall serve at the pleasure of the Board.



                                       2
<PAGE>

              "Common Stock" means shares in the capital of Bunge, including
common shares.

              "Company" means, individually and collectively, Bunge, and its
Subsidiaries, and any successors thereto.

              "Deferral Election" has the meaning set forth in Section 7(c).

              "Deferral Value" means, as of the Vesting Date, the value to a
Participant of an Award of Stock Options or Restricted Stock, less any
applicable withholding taxes. The Deferral Value of a Stock Option is the
difference between the Fair Market Value of a Share on the Vesting Date and the
exercise price of such Stock Option, less any applicable withholding taxes. The
Deferral Value of a Share of Restricted Stock is the Fair Market Value of a
Share on the Vesting Date, less any applicable withholding taxes.

              "Disability" means, with respect to any Award other than an
Incentive Stock Option, long-term disability, as defined under Bunge's long-term
disability insurance plan or such other applicable plan, as the Committee, in
its sole discretion, may determine. With respect to any Incentive Stock Option,
Disability means permanent and total disability within the meaning of Section
22(e)(3) of the Code.

              "Eligible Individuals" means the individuals described in Section
6 who are eligible for Awards under the Plan.

              "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the applicable rulings and regulations thereunder.

              "Fair Market Value" of a share of Common Stock as of any date
means:

              (i) if the Common Stock is listed on an established stock exchange
or exchanges (including for this purpose, the NASDAQ National Market), (a) the
average of the highest and lowest sale prices of the stock quoted for such date
as reported in the Transactions Index of each such exchange, as published in The
Wall Street Journal and determined by the Committee, or, if no sale price was
quoted in any such Index for such date, then as of the next preceding date on
which such a sale price was quoted or (b) the value of a share of Common Stock
based upon such other averaging method that the Committee, in its sole
discretion, shall determine;

              (ii) if the Common Stock is not then listed on an exchange or the
NASDAQ National Market, (a) the average of the closing bid and asked prices per
share for the stock in the over-the-counter market as quoted on The NASDAQ Small
Cap or OTC Electronic Bulletin Board, as appropriate, on such date or (b) the
value of a share of Common Stock based upon such other averaging method that the
Committee, in its sole discretion, shall determine; or

              (iii) if the Common Stock is not then listed on an exchange or
quoted in the over-the-counter market, an amount determined in good faith by the
Committee; provided, however, that when appropriate, the Committee, in
determining Fair Market Value of the Common Stock, may take into account such
factors as it may deem appropriate under the circumstances.



                                       3
<PAGE>

              Notwithstanding the foregoing, the Fair Market Value of Common
Stock for purposes of grants of Incentive Stock Options shall be determined in
compliance with applicable provisions of the Code.

              "Incentive Stock Option" means a Stock Option that is an
"incentive stock option" within the meaning of Section 422 of the Code and
designated by the Committee as an Incentive Stock Option in an Award Agreement.

              "Nonqualified Stock Option" means a Stock Option that is not an
Incentive Stock Option.

              "Option Term" has the meaning set forth in Section 8(e).

              "Other Award" means any form of Award other than a Stock Option or
Restricted Stock authorized under Section 11 of the Plan.

              "Participant" means an Eligible Individual to whom an Award has
been granted under the Plan.

              "Performance-Based Restricted Stock" means Restricted Stock with
respect to which the lapsing of the applicable restrictions are linked to
performance criteria.

              "Permitted Transferee" has the meaning set forth in Section 12(a).

              "Person" means any person, entity or "group" within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, except that such term
shall not include (i) Bunge International Limited, (ii) the Company, (iii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, (iv) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (v) an entity owned, directly or indirectly, by
the shareholders of Bunge in substantially the same proportions as their
ownership of stock of Bunge.

              "Plan Limit" has the meaning set forth in Section 5(a).

              "Restricted Stock" means restricted Shares granted to an Eligible
Individual pursuant to Sections 9 and 10 hereof.

              "Retirement" means the termination of a Participant's employment
with the Company after such Participant's 65th birthday and in accordance with
the applicable retirement policies of the Company with which the Participant was
employed.

              "Shares" means shares comprising the Common Stock.

              "Stock Option" means an Award to purchase shares of Common Stock
granted to an Eligible Individual pursuant to Section 8 hereof, which Award may
be either an Incentive Stock Option or a Nonqualified Stock Option.

              "Subsidiary" means (i) a corporation or other entity with respect
to which Bunge, directly or indirectly, has the power, whether through the
ownership of voting securities, by contract or otherwise, to elect at least a
majority of the members of such corporation's board


                                       4
<PAGE>

of directors or analogous governing body or (ii) any other corporation or other
entity in which Bunge, directly or indirectly, has an equity or similar
interest; provided, however, that for purposes of any Award of Incentive Stock
Options, a Subsidiary shall be defined as any corporation as to which Bunge,
directly or indirectly through an unbroken chain of corporations, owns more than
50% of the total combined voting power of all classes of stock issued by such
corporation.

              "Vesting Date" means the date with respect to which any Award or
portion of an Award becomes vested and nonforfeitable.

3.       Administration of the Plan

              (a) Power and Authority of the Committee. The Plan shall be
administered by the Committee, which shall have full power and authority,
subject to the express provisions hereof:

              (i) to select Participants from the Eligible Individuals;

              (ii) to make Awards in accordance with the Plan and to issue,
allot and purchase Shares;

              (iii) to determine the number of shares of Common Stock subject to
each Award or the cash amount payable in connection with an Award;

              (iv) to determine the terms and conditions of each Award, other
than the terms and conditions that are expressly required under the terms of the
Plan;

              (v) to specify and approve the provisions of the Award Agreements
delivered to Participants in connection with their Awards;

              (vi) to construe and interpret any Award Agreement delivered under
the Plan;

              (vii) to prescribe, amend and rescind rules and procedures
relating to the Plan;

              (viii) to vary the terms of Awards to take account of tax,
securities law and other regulatory requirements of foreign jurisdictions;

              (ix) subject to the provisions of the Plan and subject to such
additional limitations and restrictions as the Committee may impose, to delegate
to one or more officers of the Company some or all of its authority under the
Plan;

              (x) to employ such legal counsel, independent auditors and
consultants as it deems desirable for the administration of the Plan and to rely
upon any opinion or computation received therefrom; and

              (xi) to make all other determinations and to formulate such
procedures as may be necessary or advisable for the administration of the Plan.



                                       5
<PAGE>

              (b) Plan Construction and Interpretation. The Committee shall have
full power and authority, subject to the express provisions hereof, to construe
and interpret the Plan.

              (c) Determinations of Committee Final and Binding. All
determinations by the Committee in carrying out and administering the Plan and
in construing and interpreting the Plan shall be final, binding and conclusive
for all purposes and upon all persons interested herein.

              (d) Delegation of Authority. The Committee may, but need not, from
time to time delegate some or all of its authority under the Plan to an
Administrator consisting of one or more members of the Committee or of one or
more officers of the Company; provided, however, that the Committee may not
delegate its authority (i) to make Awards to Eligible Individuals who are
officers of the Company who are delegated authority by the Committee hereunder
or (ii) under Sections 3(b) and 13 of the Plan. Any delegation hereunder shall
be subject to the restrictions and limits that the Committee specifies at the
time of such delegation or thereafter. Nothing in the Plan shall be construed as
obligating the Committee to delegate authority to an Administrator, and the
Committee may at any time rescind the authority delegated to an Administrator
appointed hereunder or appoint a new Administrator. At all times, the
Administrator appointed under this Section 3(d) shall serve in such capacity at
the pleasure of the Committee. Any action undertaken by the Administrator in
accordance with the Committee's delegation of authority shall have the same
force and effect as if undertaken directly by the Committee, and any reference
in the Plan to the Committee shall, to the extent consistent with the terms and
limitations of such delegation, be deemed to include a reference to the
Administrator.

              (e) Liability of Committee. No member of the Committee shall be
liable for any action or determination made in good faith, and the members of
the Committee shall be entitled to indemnification and reimbursement in the
manner provided in Bunge's bye-laws as they may be amended from time to time. In
the performance of its responsibilities with respect to the Plan, the Committee
shall be entitled to rely upon information and advice furnished by the Company's
officers, the Company's accountants, the Company's counsel and any other party
the Committee deems necessary, and no member of the Committee shall be liable
for any action taken or not taken in reliance upon any such advice.

              (f) Action by the Board. Anything in the Plan to the contrary
notwithstanding, any authority or responsibility, which, under the terms of the
Plan, may be exercised by the Committee may alternatively be exercised by the
Board.

4.       Effective Date and Term

              The Plan was adopted by the Board on April 2, 2001 and received
shareholder approval in June 2001. In no event shall any Awards be made under
the Plan after the tenth anniversary of the date of shareholder approval.

5.       Shares of Common Stock Subject to the Plan

              (a) General. Subject to adjustment as provided in Section 13
hereof, the total number of shares of Common Stock that may be issued pursuant
to Awards under the Plan (the "Plan Limit") shall not exceed, in the aggregate,
10% of the issued Common Stock



                                       6
<PAGE>

outstanding at any such time; provided, however, that subject to adjustment as
provided in Section 13 hereof, the number of shares subject to Incentive Stock
Options granted under the Plan shall not exceed 5% of the Common Stock
outstanding as of the date shareholder approval is obtained. Shares available
under this Plan shall be authorized but unissued Shares. The number of Shares
subject to any Award of Performance-Based Restricted Stock that, upon vesting,
the Participant becomes entitled to receive in the form of cash instead of
Shares will be considered available for future Awards under the Plan at the time
the number of such Shares is determinable. In addition, as of the date of any
Deferral Election by a Participant under Section 7(c) below, the number of
Shares underlying the corresponding Award, or any portion thereof, subject to
such Deferral Election will be considered available for future Awards under the
Plan as long as the corresponding Deferral Value of such Award is settled at the
end of the applicable deferral period by a cash payment to the Participant.

              (b) Rules Applicable to Determining Shares Available for Issuance.
For purposes of determining the number of shares of Common Stock that remain
available for issuance, the following Shares shall be added back to the Plan
Limit and again be available for Awards:

              (i) The number of Shares tendered to pay the exercise price of a
Stock Option or Other Award;

              (ii) The number of Shares acquired by the Company under Section
8(f) or Section 11 below in satisfaction of some or all of the exercise price of
a Stock Option or Other Award or in satisfaction of any tax withholding
requirement;

              (iii) The number of Shares subject to Awards that expire
unexercised or that become forfeited; and

              (iv) The number of Shares underlying an Award, or any portion
thereof, subject to a Deferral Election as long as the corresponding Deferral
Value of such Award is settled at the end of the applicable deferral period by a
cash payment to the Participant.

6.       Eligible Individuals

              Awards may be granted by the Committee to individuals ("Eligible
Individuals") who (a) are officers, employees, independent contractors or
consultants of the Company or (b) the Committee anticipates will become a person
described in Section 6(a) above; provided, however, that Incentive Stock Options
may be granted only to employees of the Company. Members of the Committee will
not be eligible to receive Awards under the Plan. An individual's status as an
Administrator will not affect his or her eligibility to participate in the Plan.

7.       Awards in General

              (a) Types of Award and Award Agreement. Awards under the Plan may
consist of Stock Options, Restricted Stock, or Other Awards. Any Award described
in Sections 8 through 11 of the Plan may be granted singly or in combination or
tandem with any other Award, as the Committee may determine. Awards may be made
in combination with, in replacement of, or as alternatives to grants of rights
under any other employee compensation plan of the



                                       7
<PAGE>

Company, including the plan of any acquired entity, or may be granted in
satisfaction of the Company's obligations under any such plan.

              (b) Terms Set Forth in Award Agreement. The terms and provisions
of an Award shall be set forth in a written Award Agreement approved by the
Committee and delivered or made available to the Participant as soon as
practicable following the date of the Award. The vesting, exercisability,
payment and other restrictions applicable to an Award shall be in accordance
with the terms of the Plan unless the Committee, in its sole discretion,
determines that other terms shall apply to any given Award, which alternative
terms shall be set forth in the applicable Award Agreement. Notwithstanding the
foregoing, the Committee may accelerate (i) the vesting or payment of any Award,
(ii) the lapse of restrictions on any Award or (iii) the date on which any Stock
Option or Other Award first becomes exercisable. The terms of Awards may vary
among Participants and the Plan does not impose upon the Committee any
requirement to make Awards subject to uniform terms. Accordingly, the terms of
individual Award Agreements may vary.

              (c) Right to Elect to Defer Value of Awards Prior to Vesting Date.
The Committee, in its sole discretion, may permit any Participant to elect to
defer receipt of the value of all or any portion of an Award of Stock Options or
Restricted Stock in accordance with the terms of this Section 7(c) (a "Deferral
Election"). Any Deferral Election must be made by a Participant within the
requisite time as specified under the terms of the applicable deferred
compensation plan and deferral election form. Under any Deferral Election, a
Participant will be given the opportunity to irrevocably elect to defer into a
deferred compensation plan sponsored by the Company an amount equal to the
Deferral Value of a whole number of Shares subject to such Award. The Deferral
Value will be credited automatically, without any further action on the part of
the Participant, to the Participant's deferred compensation account on the
Vesting Date of any Award, or portion thereof, that is subject to a Deferral
Election. Accordingly, if an Award of Stock Options is subject to a Deferral
Election, the Deferral Value of such Stock Options will be credited to the
Participant's deferred compensation plan account as of the Vesting Date and the
exercise provisions otherwise applicable to Stock Options will not apply. Any
Deferral Value credited to a deferred compensation plan will be subject to the
terms of the applicable plan.

8.       Stock Options

              The terms of this Section 8 are subject to the terms and
provisions set forth above in Section 7(c).

              (a) Terms of Stock Options Generally; Vesting. A Stock Option
shall entitle the Participant to whom the Stock Option was granted to purchase a
specified number of Shares during a specified period at a price that is
determined in accordance with Section 8(b) below. Stock Options may be either
Nonqualified Stock Options or Incentive Stock Options. Unless otherwise
specified in the applicable Award Agreement, Stock Options shall become
one-third vested on the first anniversary of the date of grant and shall vest
with respect to an additional one-third on each of the second and third such
anniversaries.

              (b) Exercise Price. The exercise price per Share purchasable under
a Stock Option shall be fixed by the Committee at the time of grant or,
alternatively, shall be determined by a method specified by the Committee at the
time of grant; provided, however, that (except



                                       8
<PAGE>

with regard to the first series of grants under the Plan) the exercise price per
share shall be no less than 100% of the Fair Market Value per share on the date
of grant (or if the exercise price is not fixed on the date of grant, then on
such date as the exercise price is fixed); and provided further that, except as
provided in Section 13 below, the exercise price per Share applicable to a Stock
Option may not be adjusted or amended, including by means of amendment,
cancellation or the replacement of such Stock Option with a subsequently awarded
Stock Option.

              (c) Adjustments. Notwithstanding Section 8(b) above, in the event
of an extraordinary dividend, the Committee, in its sole discretion, may adjust
the exercise price of, and number of Shares subject to, Stock Options then
outstanding under the Plan; provided, however, that any such adjustment shall
not increase the aggregate intrinsic value of any Award and the ratio of the
exercise price to the Fair Market Value of each Share subject to such Award
shall not be reduced.

              (d) Termination of Employment or Service. The terms of this
Section 8(d) shall apply unless the Committee, in its sole discretion,
determines that alternative terms shall be included in any Award Agreement in
which case the terms in such Award Agreement shall govern the rights of the
Participant. Notwithstanding the terms of this Section 8(d), in no event shall
any Stock Option be exercisable after the end of the applicable Option Term.

              (i) Termination for Cause. In the event that a Participant's
employment or service with the Company is terminated for Cause, all unexercised
Stock Options (both Incentive Stock Options and Non-Qualified Stock Options)
held by such Participant, whether vested or unvested, shall lapse and become
void on the date of such termination.

              (ii) Normal Retirement, Death and Disability. In the event of a
Participant's termination of employment or service due to such Participant's
Retirement, death or Disability, all unvested Stock Options (both Incentive
Stock Options and Non-Qualified Stock Options) shall become immediately vested
and exercisable. Thereafter, all vested Non-Qualified Stock Options shall remain
exercisable by the Participant (or by the Participant's beneficiary, as
applicable) until the third anniversary of the date of the Participant's
termination of employment or service. All vested Incentive Stock Options shall
remain exercisable until the first anniversary of the Participant's termination
of employment or service, except in the event of a termination due to
Retirement, in which case Incentive Stock Options shall remain exercisable for a
period of 90 days after the date of termination. Any unexercised Stock Options
will thereafter lapse and become void.

              (iii) Early Retirement and Termination by the Company Without
Cause. In the event of a Participant's termination of employment due to such
Participant's early retirement prior to age 65 (as defined under the Company's
applicable retirement policies), or in the event of the Participant's
termination by the Company other than for Cause, any unvested Stock Options
(both Incentive Stock Options and Non-Qualified Stock Options) held by such
Participant that would have become vested at any time during the 12-month period
following the date of his or her termination of employment, had such employment
continued, shall become immediately vested and exercisable. Any remaining
unvested Stock Options (both Incentive Stock Options and Non-Qualified Stock
Options) shall immediately lapse and become void. Thereafter, all vested
Incentive Stock Options shall remain exercisable by the Participant until the
end of the 90th day after such Participant's termination of employment. All
vested Non-Qualified Stock Options shall remain exercisable by the Participant
until the end of the 90th day



                                       9
<PAGE>

after such Participant's termination of employment. Any unexercised vested Stock
Options will thereafter lapse and become void.

              (iv) Participant's Resignation. In the event that a Participant
resigns from his or her employment with the Company for any reason, such
Participant's unvested Stock Options (both Incentive Stock Options and
Non-Qualified Stock Options) shall immediately lapse and become void. Any vested
Stock Options (both Incentive Stock Options and Non-Qualified Stock Options)
shall remain exercisable by the Participant until the end of the 90th day after
such Participant's termination of employment. Any unexercised vested Stock
Options will thereafter lapse and become void.

              (v) Committee Determinations. The date of termination of
employment or service for any reason shall be determined in the sole discretion
of the Committee. The Committee, in its sole discretion, may permit any
Incentive Stock Option to convert into a Non-Qualified Stock Option as of a
Participant's termination of employment for purposes of providing such
Participant with the benefit of the extended exercise period applicable to
Non-Qualified Stock Options.

              (e) Option Term. The term of each Stock Option (the "Option Term")
shall be fixed by the Committee and shall not exceed ten years from the date of
grant.

              (f) Method of Exercise. Subject to the provisions of the
applicable Award Agreement, the exercise price of a Stock Option may be paid in
cash or previously owned whole Shares or a combination thereof and, if the
applicable Award Agreement so provides, in whole or in part through the
acquisition by the Company of Shares issued to a Participant upon the exercise
of a Stock Option, in accordance with applicable law, with a value equal to the
exercise price. In accordance with the rules and procedures established by the
Committee for this purpose and subject to applicable law, the Stock Option may
also be exercised through "cashless exercise" procedures approved by the
Committee involving a broker or dealer approved by the Committee that affords
Participants the opportunity to sell immediately some or all of the shares
underlying the exercised portion of the Stock Option in order to generate
sufficient cash to pay the Stock Option exercise price and/or to satisfy
withholding tax obligations related to the Stock Option.

9.       Restricted Stock

              The terms of this Section 9 are applicable to Awards of Restricted
Stock other than Performance-Based Restricted Stock and are subject to the terms
and provisions set forth above in Section 7(c).

              (a) Awards Generally. An Award of Restricted Stock shall consist
of one or more Shares granted to a Participant for no consideration other than
the provision of services (or such minimum payment as may be required under
applicable law) or for such other consideration as the Committee may specify in
connection with the grant. The terms of this Section 9 shall apply to Awards of
Restricted Stock (other than Performance-Based Restricted Stock) unless the
Committee, in its sole discretion, determines that alternative terms shall be
included in any Award Agreement, in which case the terms in such Award Agreement
shall govern the rights of the Participant.



                                       10
<PAGE>

              (b) Vesting. Unless otherwise specified in the applicable Award
Agreement, an Award of Restricted Stock shall vest and shall become
nonforfeitable and issuable on the fourth anniversary of the date of grant. In
the event that a Participant's employment or service is terminated by the
Company for Cause or as a consequence of the Participant's resignation for any
reason, the Participant shall forfeit any right to the Award of Restricted Stock
as of the date of such termination. In the event that the Participant's
employment or service terminates for any other reason, a portion of such
Participant's right to an Award of Restricted Stock equal to the result of the
following formula shall become immediately vested on the date of termination:

              (Y/X) x R, rounded down to the nearest whole number of Shares,
         where

              X= number of days from the date of grant until the date the Award
         would have vested;

              Y= number of days from the date of grant until the date of the
         Participant's termination of employment or service; and

              R= number of Shares subject to the Award (including any Shares
         added as a consequence of dividend payments).

              (c) Issuance of Shares. Issuance of Shares in settlement of a
vested Restricted Stock Award shall be made as soon as practicable following the
Vesting Date.

              (d) No Rights as Shareholder. Except as otherwise provided by the
Committee in the applicable Award Agreement, a Participant shall have no rights
as a shareholder with respect to any Restricted Stock Award until the Shares in
settlement of a vested Restricted Stock Award have been issued to the
Participant following the applicable Vesting Date, and subject to Section 13(c)
and Section 9(e) below, no adjustment shall be made for dividends or
distributions or other rights in respect of any Share for which the record date
is prior to the date on which the Participant shall become the registered
holder.

              (e) Dividend Equivalent Payments. Unless the Committee determines
otherwise, if the Company pays any cash or other dividend or makes any other
distribution in respect of the Shares underlying an Award of Restricted Stock,
the Company will maintain a bookkeeping record to which such amount of the
dividend or distribution in respect to such Shares will be credited to an
account for the Participant and paid at the time the Award is settled in whole
Shares.

10.      Performance-Based Restricted Stock

              The terms of this Section 10 are applicable only to Awards of
Performance-Based Restricted Stock and are subject to the terms and provisions
set forth above in Section 7(c).

                   (a) Awards Generally. An Award of Performance-Based
    Restricted Stock shall vest based on the attainment of performance goals
    over a period of time that the Committee, in its sole discretion, shall
    determine. Performance goals, the period of time during which such
    performance goals shall be measured, any applicable vesting formula or other
    elements applicable to the performance goals shall be set forth in the
    applicable Award Agreements.



                                       11
<PAGE>

                   (b) Permitted Adjustments. The Committee, in its sole
    discretion, may equitably adjust any performance goals in order to take into
    account the occurrence of extraordinary events such as material acquisitions
    and divestitures, changes in the capital structure of the Company and
    extraordinary accounting charges. In addition, the Committee, in its sole
    discretion, may unilaterally adjust to the extent of up to plus or minus 20%
    the number of Shares a right to which would otherwise have vested based on
    the attainment of performance goals, as set forth in the corresponding Award
    Agreement.

                   (c) Termination of Employment or Service. In the event that a
    Participant's employment or service is terminated by the Company for Cause
    or as a consequence of the Participant's resignation for any reason, any
    unvested Awards of Performance-Based Restricted Stock to such Participant
    shall lapse and become void as of the date of such termination. In the event
    that the Participant's employment or service terminates for any other
    reason, such Participant's Awards of Performance-Based Restricted Stock
    shall continue to be subject to the applicable terms of vesting and, if such
    terms are met, shall vest at the end of the applicable performance period on
    a pro-rata basis from the date of grant until the date of the Participant's
    termination of employment or service. Notwithstanding the terms of this
    Section 10(c), the Committee may, in its sole discretion, accelerate the
    vesting of any Performance-Based Restricted Stock Award at the time of an
    event described herein.

                   (d) Issuance of Shares; Payment of Awards. Settlement of a
    Performance-Based Restricted Stock Award shall be made as soon as
    practicable following the conclusion of the applicable performance period,
    or at such other time as the Committee shall determine, in either (1) whole
    Shares, (2) cash equal to the Fair Market Value of the underlying Shares on
    the Vesting Date or (3) any combination of (1) and (2), as determined by the
    Committee, in its sole discretion, and set forth in the applicable Award
    Agreement.

                   (e) No Rights as Shareholder. Except as otherwise provided by
    the Committee in the applicable Award Agreement, a Participant shall have no
    rights as a shareholder with respect to any Performance-Based Restricted
    Stock Award until the Shares in settlement of a vested Performance-Based
    Restricted Stock Award have been issued to the Participant following the
    Vesting Date, and subject to Section 13(c) and Section 10(f) below, no
    adjustment shall be made for dividends or distributions or other rights in
    respect of any Share for which the record date is prior to the date on which
    the Participant shall become the registered holder.

                   (f) Dividend Equivalent Payments. Unless the Committee
    determines otherwise, if the Company pays any cash or other dividend or
    makes any other distribution in respect of the Shares underlying an Award of
    Performance-Based Restricted Stock, the Company will maintain a bookkeeping
    record to which such amount of the dividend or distribution in respect to
    such Shares will be credited to an account for the Participant and paid in
    whole Shares at the time the Award is settled.

11.      Other Awards

              The Committee shall have the authority to specify the terms and
provisions of other forms of equity-based or equity-related Awards not described
above which the Committee determines to be consistent with the purpose of the
Plan and the interests of the Company, which Awards may provide for cash
payments based in whole or in part on the value or future value of



                                       12
<PAGE>

Common Stock, for the acquisition or future acquisition of Common Stock, or any
combination thereof. Other Awards shall also include cash payments (including
the cash payment of dividend equivalents) under the Plan which may be based on
one or more criteria determined by the Committee which are unrelated to the
value of Common Stock and which may be granted in tandem with, or independent
of, Awards of Stock Options, Restricted Stock or Performance-Based Restricted
Stock under the Plan.

12.      Certain Restrictions

              (a) Transfers. Unless the Committee determines otherwise, no Award
shall be transferable other than by will or by the laws of descent and
distribution or pursuant to a domestic relations order; provided, however, that
the Committee may, in its discretion and subject to such terms and conditions as
it shall specify, permit the transfer of an Award (other than an Award of any
Incentive Stock Option) for no consideration to a Participant's family members
or to one or more trusts or partnerships established in whole or in part for the
benefit of one or more of such family members (collectively, "Permitted
Transferees"). Any Award transferred to a Permitted Transferee shall be further
transferable only by will or the laws of descent and distribution or, for no
consideration, to another Permitted Transferee of the Participant.

              (b) Lock-up Periods. Each Participant shall agree to be bound by
the applicable terms of any lock-up agreement between the Company and any
underwriter that restricts or prohibits transactions in Shares for any period of
time.

              (c) Exercise. During the lifetime of the Participant, a Stock
Option or similar-type Other Award shall be exercisable only by the Participant
or by a Permitted Transferee to whom such Stock Option or Other Award has been
transferred in accordance with Section 12(a).

13.      Recapitalization or Reorganization

              (a) Authority of the Company and Shareholders. The existence of
the Plan, the Award Agreements and the Awards granted hereunder shall not affect
or restrict in any way the right or power of the Company or the shareholders of
the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company's capital structure or its
business, any merger or consolidation of the Company, any issue of stock or of
options, warrants or rights to purchase stock or of bonds, debentures, preferred
or prior preference stocks whose rights are superior to or affect the Common
Stock or the rights thereof or which are convertible into or exchangeable for
Common Stock, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

              (b) Change in Control. In addition to the alternatives described
in Section 13(c) below, in the event of a Change in Control, the Committee in
its sole discretion may take such measures as it deems appropriate with respect
to any outstanding Awards, which measures may include, without limitation, the
acceleration of vesting, the rollover of outstanding Awards into awards
exercisable for or subject to the acquirer's securities, the cash out of vested
Awards or any combination of the foregoing; provided, however, that unless the
Committee, in its sole discretion, determines otherwise, in the event of a
Change in Control all outstanding Awards of



                                       13
<PAGE>

Stock Options and Restricted Stock shall become fully vested immediately prior
to the consummation of such Change in Control transaction; and provided further,
that Performance-Based Restricted Stock Awards shall become vested according to
the assumption that the applicable performance goals have been met at the target
level.

              (c) Change in Capitalization. The number and kind of shares
authorized for issuance under Section 5(a) above, shall be equitably adjusted in
the event of a stock split, subdivision, bonus issue, stock dividend,
recapitalization, reorganization, merger, amalgamation, consolidation, division,
extraordinary dividend, split-up, spin-off, combination, exchange of shares,
warrants or rights offering to purchase Common Stock at a price substantially
below Fair Market Value, or other similar corporate event affecting the Common
Stock in order to preserve, but not increase, the benefits or potential benefits
intended to be made available under the Plan. In addition, upon the occurrence
of any of the foregoing events, the number of outstanding Awards and the number
and kind of shares subject to any outstanding Award and the purchase price per
share, if any, under any outstanding Award shall be equitably adjusted
(including by payment of cash to a Participant) in order to preserve the
benefits or potential benefits intended to be made available to Participants
granted Awards. Such adjustments shall be made by the Board, whose determination
as to what adjustments shall be made, and the extent thereof, shall be final.
Unless otherwise determined by the Board, such adjusted Awards shall be subject
to the same vesting schedule and restrictions to which the underlying Award is
subject.

14.      Amendments

              The Board may at any time and from time to time alter, amend,
suspend or terminate the Plan in whole or in part; provided, however, that any
amendment which under the requirements of any applicable law or stock exchange
rule must be approved by the shareholders of the Company shall not be effective
unless and until such shareholder approval has been obtained in compliance with
such law or rule; and provided further, that, except as contemplated by Sections
8(b), 8(c) and 13(c) above, the Board may not, without the approval of the
Company's shareholders, increase the maximum number of shares issuable under the
Plan or reduce the exercise price of a Stock Option. No termination or amendment
of the Plan may, without the consent of the Participant to whom an Award has
been granted, adversely affect the rights of such Participant under such Award.
Notwithstanding any provision herein to the contrary, the Board shall have broad
authority to amend the Plan or any Award under the Plan to take into account
changes in applicable tax laws, securities laws, accounting rules and other
applicable state and federal laws. The shareholders of Bunge shall duly approve
the amended and restated Plan within 12 months after its adoption by the Board
on March 12, 2003. If such shareholder approval is not obtained, then the Plan
shall continue in accordance with the terms and provisions prior to the adoption
by the Board on March 12, 2003.

15.      Miscellaneous

              (a) Tax Withholding. The Company may require any individual
entitled to receive a payment in respect of an Award to remit to the Company,
prior to such payment, an amount sufficient to satisfy any federal, state or
local tax withholding requirements. The Company shall also have the right to
deduct from all cash payments made pursuant to or in connection with any Award
any federal, state or local taxes required to be withheld with respect to such
payments. In the case of an Award payable in Shares, the Company may, in its
sole discretion, permit such individual to satisfy, in whole or in part, such
obligation to satisfy any federal, state or local taxes by directing the Company
to repurchase Shares that were issued to



                                       14
<PAGE>

such individual in accordance with, and subject to, all applicable laws and
pursuant to any such rules as the Committee may establish from time to time.

              (b) No Right to Grants or Employment. No Eligible Individual or
Participant shall have any claim or right to receive grants of Awards under the
Plan. Nothing in the Plan or in any Award or Award Agreement shall confer upon
any employee, consultant or independent contractor of the Company any right to
continued employment or service with the Company or interfere in any way with
the right of the Company to terminate the employment or service of any of its
employees, consultants or independent contractors at any time, with or without
cause.

              (c) Other Compensation. Nothing in this Plan shall preclude or
limit the ability of the Company to pay any compensation to a Participant under
the Company's other compensation and benefit plans and programs.

              (d) Other Employee Benefit Plans. Payments received by a
Participant under any Award made pursuant to the Plan shall not be included in,
nor have any effect on, the determination of benefits under any other employee
benefit plan or similar arrangement provided by the Company, unless otherwise
specifically provided for under the terms of such plan or arrangement or by the
Committee.

              (e) Unfunded Plan. The Plan is intended to constitute an unfunded
plan for incentive compensation. Prior to the payment or settlement of any
Award, nothing contained herein shall give any Participant any rights that are
greater than those of a general creditor of the Company. In its sole discretion,
the Committee may authorize the creation of trusts or other arrangements to meet
the obligations created under the Plan to deliver Common Stock or payments in
lieu thereof with respect to awards hereunder.

              (f) Securities Law Restrictions. The Committee may require each
Eligible Individual purchasing or acquiring Shares pursuant to a Stock Option or
other Award under the Plan to represent to and agree with the Company in writing
that such Eligible Individual is acquiring the Shares for investment and not
with a view to the distribution thereof. All certificates for Shares delivered
under the Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Securities and Exchange Commission, any exchange
upon which the Common Stock is then listed, and any applicable federal or state
securities law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions. No Shares
shall be issued hereunder unless the Company shall have determined that such
issuance is in compliance with, or pursuant to an exemption from, all applicable
federal, state securities laws and Bermuda laws and regulations.

              (g) Award Agreement. Except as expressly provided herein, in the
event of any conflict or inconsistency between the Plan and any Award Agreement,
the Plan shall govern, and the Award Agreement shall be interpreted to minimize
or eliminate any such conflict or inconsistency.

              (h) Expenses. The costs and expenses of administering the Plan
shall be borne by the Company.



                                       15
<PAGE>

              (i) Application of Funds. The proceeds received from the Company
from the sale of Common Stock or other securities pursuant to Awards will be
used for general corporate purposes.

              (j) Applicable Law. Except as to matters of federal law, the Plan
and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of New York.

              (k) Stated Periods of Time. In the event that any period of days,
months or years set forth in this Plan ends on a date that is Saturday, Sunday
or a public holiday in the United States, the end of such period shall be the
first business day following such date.



                                       16