Exhibit 4.3

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                                  BUNGE LIMITED
                             NON-EMPLOYEE DIRECTORS
                              EQUITY INCENTIVE PLAN


                  Bunge Limited, a company organized under the laws of Bermuda
("Bunge"), hereby establishes an equity compensation plan to be known as the
Bunge Limited Non-Employee Directors Equity Incentive Plan (the "Plan"). The
Plan shall become effective as of the Effective Date, as defined in Section 9
below. Capitalized terms that are not otherwise defined in the text of this Plan
are defined in Section 2 below.

1.       Purpose

                  The purpose of the Plan is to promote the long-term growth and
financial success of Bunge and its Subsidiaries by attracting, motivating and
retaining non-employee directors of outstanding ability and assisting the
Company in promoting a greater identity of interest between the Company's
non-employee directors and its stockholders.

2.       Definitions

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

                  "Annual Meeting" means an annual meeting of the Company's
         stockholders.

                  "Board" means the Board of Directors of the Company.

                  "Change in Control" shall have the meaning set forth in the
         Bunge Limited Equity Incentive Plan as in effect from time to time, or
         any successor thereto.

                  "Common Stock" means shares in the capital of Bunge, including
         ordinary shares and non-voting shares.

                  "Company" means Bunge Limited, a corporation organized under
         the laws of Bermuda, or any successor to substantially all its
         business.

                  "Director Option" means a right to purchase Shares of Common
         Stock granted to a Non-Employee Director pursuant to Section 6 below.

                  "Effective Date" means the effective date of the Plan provided
         for in Section 9 below.

                  "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), 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 Board, or, if no sale price
                  was quoted
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                  in any such Index for such date, then as of the next preceding
                  date on which such a sale price was quoted;

                           (ii) if the Common Stock is not then listed on
                  an exchange or the NASDAQ National Market, 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

                           (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 Board; provided,
                  however, that, when appropriate, the Board, in
                  determining Fair Market Value of the Common Stock, may
                  take into account such factors as it may deem appropriate
                  under the circumstances.

                  "Non-Employee Director" means a member of the Board who
         is not an employee of the Company or any of its Subsidiaries.

                  "Permanent Disability" means a physical or mental
         impairment rendering a Non-Employee Director substantially unable
         to function as a member of the Board for any period of six
         consecutive months. Any dispute as to whether a Non-Employee
         Director is Permanently Disabled shall be resolved by a physician
         mutually acceptable to the Non-Employee Director and the Company,
         whose decision shall be final and binding upon the Non-Employee
         Director and the Company.

                  "Person" means any individual, firm, corporation,
         partnership or other entity.

                  "Retirement" shall mean retirement from the Board in
         accordance with the retirement policy then in effect for Board
         members.

                  "Shares" means shares comprising the Common Stock.

                  "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 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 and
         which the Board designates as a Subsidiary for purposes of the
         Plan.

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3.       Administration

                  (a) Administration by the Board. The Plan shall be
administered by the Board, which may adopt rules and regulations it considers
necessary or appropriate to carry out the Plan's purposes. The Board's
interpretation and construction of any Plan provision shall be final and
conclusive. The Board may, but need not, from time to time delegate some or all
of its authority under the Plan to a committee consisting of one or more members
of the Board, any such delegation to be subject to the restrictions and limits
that the Board specifies at the time of such delegation or thereafter.
References in the Plan to the "Board" shall, to the extent consistent with the
terms and limitations of any such delegation, be deemed to include a reference
to any such committee to which the Board's authority hereunder has been
delegated.

                  (b) Award Certificate. The terms and conditions of each grant
of Director Options under the Plan shall be embodied in an award agreement or
award certificate which shall incorporate the Plan by reference and shall
indicate the date on which the Director Options were granted and the number of
Director Options granted on such date.

4.       Shares Available

                  (a) General. Subject to adjustment as provided in Section 11
hereof, the number of Shares of Common Stock that may be issued pursuant to the
exercise of Director Options under the Plan (the "Section 4 Limit") shall not
exceed, in the aggregate, 0.5 percent (or one-half of one percent) of the issued
Shares of Common Stock outstanding.

                  (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
Section 4 Limit and again be available for awards:

                  (i) The number of Shares tendered to pay the exercise price of
         a Director Option;

                  (ii) The number of Shares withheld from the exercise of any
         Director Option to satisfy a Non-Employee Director's tax withholding
         obligations or, if applicable, to pay the exercise price of a Director
         Option; and

                  (iii) The number of Shares subject to Director Options that
         expire unexercised or that become forfeited.

                  Either authorized and unissued Shares of Common Stock or
treasury Shares may be delivered pursuant to the Plan.

5.       Eligibility

                  Director Options shall be granted only to Non-Employee
Directors.

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6.       Grants of Director Options

                  (a) General. A Director Option shall entitle a Non-Employee
Director to purchase a specified number of Shares of Common Stock during a
specified period at an exercise price per Share of Common Stock determined as
provided below. All Director Options provided for herein shall have the general
terms and conditions set forth in Section 7 below. Director Options shall be
nonqualified stock options and are not intended to qualify as "incentive stock
options" under Section 422 of the US Internal Revenue Code of 1986, as amended.

                  (b) Annual Grants of Director Options. As of the date of each
Annual Meeting, commencing with the 2001 Annual Meeting, each Non-Employee
Director shall automatically receive Director Options to purchase 7,200 Shares
of Common Stock provided that the Non-Employee Director shall continue to serve
as a director of the Company after such Annual Meeting. The exercise price per
Share of Common Stock subject to each Director Option provided for in this
Section 6(b) shall be the Fair Market Value of one Share of Common Stock on the
date of the relevant Annual Meeting.

                  (c) Grants of Director Options to New Directors. In addition
to the annual grants described in Section 6(b) above, a Non-Employee Director
who is initially elected or appointed to the Board, whether or not such election
or appointment is in connection with an Annual Meeting, shall receive, as of the
date of such initial election or appointment, Director Options to purchase 9,000
Shares of Common Stock. The exercise price per Share of Common Stock of each
Director Option provided for in this Section 6(c) shall be the Fair Market Value
of one Share of Common Stock on the date of the Non-Employee Director's election
or appointment to the Board.

                  (d) Grants to Non-Employee Directors as of the 2001 Annual
Meeting. All Non-Employee Directors serving on the Board at the time of the 2001
Annual Meeting shall receive both the initial grant described in Section 6(c)
above and the annual grant described in Section 6(b) above.

7.       General Terms and Conditions of Director Options

                  (a) Option Term. Each Director Option shall expire on the date
of the Annual Meeting held in the tenth calendar year following the date of
grant, subject to earlier expiration as provided herein; provided, however, that
Director Options granted to a Non-Employee Director whose initial election
occurs other than in connection with an Annual Meeting shall be treated for this
purpose as though they had been granted at the first Annual Meeting following
such initial election.

                  (b) Vesting; Accelerated Vesting; Effect of Termination of
Service.

                  (i) Vesting Generally. Director Options shall vest and become
         exercisable as of the first anniversary of the date of grant, assuming
         that the Non-Employee Director has continued to serve as a member of
         the Board until such first anniversary. Notwithstanding the preceding
         sentence, all Director Options shall be considered fully vested and
         exercisable upon the termination of the Non-Employee Director's service
         on the Board by reason of Retirement, death, Permanent Disability or by
         reason of failure by

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         the stockholders to reelect such Non-Employee Director. Any Director
         Options that are unvested at the time of a termination of a
         Non-Employee Director's service on the Board shall lapse and become
         void.

                  (ii) Exercise Following Termination of Service. Following
         termination of a Non-Employee Director's service on the Board, the
         former Non-Employee Director (or the former Non-Employee Director's
         estate, personal representative or beneficiary, as the case may be)
         shall have the right, subject to the other terms and conditions hereof,
         to exercise all Director Options that had vested as of or in connection
         with the termination of service:

                           (A) at any time within three years after the
                  date of termination of service, if such termination was
                  by reason of Retirement, death, Permanent Disability or
                  by reason of failure by the stockholders to reelect such
                  Non-Employee Director, or

                           (B) in all other cases,  at any time within one year
                  after the date of  termination of service;

         subject, in all cases, to earlier expiration of the Director Option
         pursuant to Section 7(a) above.

                  (c) Notice of Exercise. Subject to the other terms and
conditions of the Plan, a Non-Employee Director may exercise all or any portion
of a vested Director Option by giving notice of exercise to the Company or its
designated agent; provided, however, that no fewer than one hundred (100) Shares
of Common Stock may be purchased upon any exercise of a Director Option unless
the number of Shares purchased at such time is the total number of Shares in
respect of which the Director Option is then exercisable, and provided further,
that in no event shall the Option be exercisable for a fractional Share. The
date of exercise of an Option shall be the later of (i) the date on which the
Company or its agent receives such notice or (ii) the date on which the
conditions provided in Sections 7(d) and 7(e) below are satisfied.

                  (d) Payment. The exercise price of a Director Option may be
paid in cash or previously owned Shares or a combination thereof or by any other
method approved by the Board.

                  (e) Limitation on Exercise. A Director Option shall not be
exercisable unless the Common Stock subject thereto has been registered under
the Securities Act of 1933, as amended (the "1933 Act"), and qualified under
applicable state "blue sky" laws in connection with the offer and sale thereof,
or the Company has determined that an exemption from registration under the 1933
Act and from qualification under such state "blue sky" laws is available.

                  (f) Issuance of Shares. Subject to the foregoing conditions,
as soon as is reasonably practicable after its receipt of a proper notice of
exercise and payment of the exercise price for the number of Shares with respect
to which a Director Option is exercised, the Company shall deliver to the
exercising Non-Employee Director, at the principal office of the Company or at
such other location as may be acceptable to the Company and the Non-Employee

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Director, one or more stock certificates for the appropriate number of Shares of
Common Stock issued in connection with such exercise. Such Shares shall be fully
paid and nonassessable and shall be issued in the name of the Non-Employee
Director. Notwithstanding the foregoing, the Board in its discretion may,
subject to rules and procedures as it may adopt from time to time, provide
Non-Employee Directors with the opportunity to defer receipt of Shares of Common
Stock issuable upon exercise of Director Options.

8.       Transferability

                  Director Options may not be transferred, pledged, assigned or
otherwise disposed of except by will or the laws of descent and distribution or
pursuant to a domestic relations order; provided, however, that the Board may,
in its discretion and subject to such terms and conditions as it shall specify,
permit the transfer of a Director Option for no consideration to a Non-Employee
Director'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 Director Option 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 Non-Employee Director. A Non-Employee Director shall notify
the Company in writing prior to any proposed transfer of a Director Option to a
Permitted Transferee and shall furnish the Company, upon request, with
information concerning such Permitted Transferee's financial condition and
investment experience.

9.       Term

                  The "Effective Date" shall be May 25, 2001. Unless earlier
terminated in accordance with Section 10 below, the Plan shall expire on the
tenth anniversary of the Effective Date (the "Expiration Date"). No Director
Options shall be granted under the Plan after the Expiration Date. However, the
expiration of the Plan shall not affect awards of Director Options made on or
prior to the Expiration Date, which awards shall remain outstanding subject to
the terms hereof.

10.      Amendments

                  The Board may at any time and from time to time alter, amend,
suspend or terminate the Plan in whole of in part, including without limitation
to amend the provisions for determining the amount of Director Options to be
issued to a Non-Employee Director; provided, however, that any amendment which
under the requirements of applicable law or stock exchange rule must be approved
by the stockholders of the Company shall not be effective unless and until such
stockholder approval has been obtained in compliance with such law or rule.

No termination or amendment of the Plan that would adversely affect a
Non-Employee Director's rights under the Plan with respect to any award of
Director Options made prior to such action shall be effective as to such
Non-Employee Director unless he or she consents thereto.

11.      Recapitalization or Reorganization

                  (a) Authority of the Company and Stockholders. The existence
of the Plan or awards hereunder shall not affect or restrict in any way the
right or power of the Company or the

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stockholders 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 11(c) below, in the event of a Change in Control, the Board
in its sole discretion may take such measures as it deems appropriate with
respect to any outstanding Director Options, which measures may include, without
limitation, the acceleration of vesting, the rollover of outstanding Director
Options into awards exercisable for or subject to the acquirer's securities, the
cash out of vested Director Options or any combination of the forgoing;
provided, however, that unless the Board, in its sole discretion, determines
otherwise, in the event of a Change in Control all outstanding Director Options
shall become fully vested immediately prior to the consummation of such Change
in Control transaction.

                  (c) Change in Capitalization. The number and kind of Shares
authorized for issuance under Section 4(a) above shall be equitably adjusted in
the event of a stock split, stock dividend, recapitalization, reorganization,
merger, consolidation, 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
Director Options and the number and kind of Shares subject to any outstanding
Director Options and the exercise price per Share shall be equitably adjusted in
order to preserve the benefits or potential benefits intended to be made
available to Non-Employee Directors granted Director Options. 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 Director Options shall be subject to the same vesting
schedule and restrictions to which the underlying Director Option is subject.

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12.      No Right to Re-election

                  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any of its members for re-election by the
Company's stockholders, nor confer upon any Non-Employee Director the right to
remain a member of the Board for any period of time, or at any particular rate
of compensation.

13.      Governing Law

                  The Plan and all agreements entered into under the Plan shall
be construed in accordance with and governed by the laws of the State of New
York.

14.      Unfunded Plan

                  The Plan is unfunded. Prior to the exercise of any Director
Options, nothing contained herein shall give any Non-Employee Director any
rights that are greater than those of a general creditor of the Company. In its
sole discretion, the Board may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver Common
Stock with respect to awards hereunder.

15.      Compliance with Rule 16b-3

                  Notwithstanding anything contained in the Plan to the
contrary, if the consummation of any transaction under the Plan would result in
the possible imposition of liability on a Non-Employee Director pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as amended, the Board
shall have the right, in its sole discretion, but shall not be obligated, to
defer such transaction or the effectiveness of such action to the extent
necessary to avoid such liability, but in no event for a period longer than six
months.

16.      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.

                  The Plan was adopted by the Board on September 28, 2001.

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