AN UNDERWRITER OF COMMON STOCK (OR OTHER SECURITIES)
OF BUNGE, AGREES NOT TO SELL OR OTHERWISE TRANSFER OR DISPOSE OF ANY COMMON
STOCK (OR OTHER SECURITIES) OF BUNGE HELD BY THE PARTICIPANT DURING THE PERIOD
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REQUESTED BY THE UNDERWRITER MANAGING ANY PUBLIC OFFERING OF COMMON STOCK (OR
OTHER SECURITIES) OF BUNGE FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION
STATEMENT OF BUNGE FILED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED,
PROVIDED THAT ALL SIMILARLY SITUATED OFFICERS AND DIRECTORS OF BUNGE ARE
REQUIRED TO ENTER INTO SIMILAR AGREEMENTS.
SUCH AGREEMENT SHALL BE IN WRITING
IN A FORM SATISFACTORY TO BUNGE AND SUCH UNDERWRITER.
BUNGE MAY IMPOSE
STOP-TRANSFER INSTRUCTIONS WITH RESPECT TO THE SHARES (OR OTHER SECURITIES)
SUBJECT TO THE FOREGOING RESTRICTION UNTIL THE END OF SUCH PERIOD.
(O)
SHARE OWNERSHIP GUIDELINES.
THE
PARTICIPANT, IF SUBJECT TO BUNGE'S SHARE OWNERSHIP GUIDELINES, AGREES TO COMPLY
WITH THE CONDITIONS AND RESTRICTIONS IMPOSED BY SUCH GUIDELINES WITH RESPECT TO
ANY SHARES RECEIVED IN CONNECTION WITH THE SETTLEMENT OF AN AWARD.
(P)
SECURITIES LAWS COMPLIANCE.
NO SHARES SHALL
BE ISSUED OR TRANSFERRED UNDER THIS AWARD AGREEMENT UNLESS THE COMMITTEE
DETERMINES THAT SUCH ISSUE OR TRANSFER IS IN COMPLIANCE WITH ALL APPLICABLE U.S.
FEDERAL, STATE AND/OR FOREIGN SECURITIES LAWS AND REGULATIONS, INCLUDING WITHOUT
LIMITATION, BERMUDA LAWS AND REGULATIONS.
(Q)
CHANGE IN CONTROL.
UPON A CHANGE IN
CONTROL, THE PARTICIPANT'S PERFORMANCE-BASED RESTRICTED STOCK UNITS SHALL BE
SUBJECT TO SECTION 13(B) OF THE PLAN.
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