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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )


	Filed by the Registrant ý
	Filed by a Party other than the Registrant o
	Check the appropriate box:
	o		Preliminary Proxy Statement
	o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	ý		Definitive Proxy Statement
	o		Definitive Additional Materials
	o		Soliciting Material Pursuant to §240.14a-12


BUNGE LIMITED
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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		Notice of Annual General Meeting of Shareholders and 2011 Proxy Statement

		April 18, 2011

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Bunge Limited
50 Main Street
White Plains, New York 10606
U.S.A.

April 18, 2011

Dear Shareholder:

You are cordially invited to attend our Annual General Meeting of Shareholders, which will be held on Friday, May 27, 2011 at 10:00 a.m., Eastern time, at the Sofitel Hotel, 45 West 44th Street, in New York City.

The proxy statement contains important information about the Annual General Meeting, the proposals we will consider and how you can vote your shares.

Your vote is very important to us. We encourage you to promptly complete, sign, date and return the enclosed proxy card, which contains instructions on how you would like your shares to be voted. You may also appoint your proxy by telephone or the internet by following the instructions included with the proxy card. Please submit your proxy regardless of whether you will attend the Annual General Meeting. This will help us ensure that your vote is represented at the Annual General Meeting.

On behalf of the Board of Directors and the management of Bunge, I extend our appreciation for your investment in Bunge. We look forward to seeing you at the Annual General Meeting.



		Alberto Weisser Chairman of the Board of Directors and Chief Executive Officer

Bunge Limited
50 Main Street
White Plains, New York 10606
U.S.A.

April 18, 2011

NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS

Bunge Limited's 2011 Annual General Meeting of Shareholders will be held on May 27, 2011 at 10:00 a.m., Eastern time, at the Sofitel Hotel, 45 West 44th Street, in New York City. At the Annual General Meeting, we will discuss and you will vote on the following proposals:

•: Proposal 1—the election of the two directors named in the proxy statement to our Board of Directors;
•: Proposal 2—the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2011 and the authorization of the audit committee of the Board of Directors to determine the independent auditors' fees;
•: Proposal 3—to approve a non-binding advisory vote on the compensation of our named executive officers;
•: Proposal 4—to recommend, by non-binding advisory vote, the frequency of future shareholder votes on executive compensation.

Shareholders will also consider and act on such other matters as may properly come before the meeting or any adjournments or postponements thereof.

These matters are more fully described in the enclosed proxy statement. We will also present at the Annual General Meeting the consolidated financial statements and independent auditors' report for the fiscal year ended December 31, 2010, copies of which can be found in our 2010 Annual Report that accompanies this notice.

March 31, 2011 is the record date for determining which shareholders are entitled to notice of, and to vote at, the Annual General Meeting and at any subsequent adjournments or postponements. The share register will not be closed between the record date and the date of the Annual General Meeting.

Please promptly complete, sign, date and return the enclosed proxy card in the accompanying pre-addressed envelope. You may also appoint your proxy by telephone or the internet by following the instructions included with your proxy card. We must receive your proxy no later than 11:59 p.m., Eastern time, on May 26, 2011 .

You will be required to bring certain documents with you to be admitted to the Annual General Meeting. Please read carefully the sections in the proxy statement on attending and voting at the Annual General Meeting to ensure that you comply with these requirements.

By order of the Board of Directors.



		James Macdonald Assistant Secretary

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INFORMATION ABOUT THIS PROXY STATEMENT AND THE ANNUAL GENERAL MEETING		1
	Questions and Answers About Voting Your Common Shares	1
	Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card	5
	Solicitation of Proxies	6
CORPORATE GOVERNANCE		7
	Board Composition and Independence	7
	Board Leadership Structure	8
	Board Meetings and Committees	8
	Risk Oversight	10
	Corporate Governance Guidelines and Code of Ethics	11
	Executive Sessions of Our Board	11
	Communications with Our Board	12
	Nomination of Directors	12
PROPOSAL 1—ELECTION OF DIRECTORS		14
	Election of Directors	14
	Class III Nominees	14
	Class III Director With Term Expiring in 2011	15
	Class II Directors With Terms Expiring in 2012	16
	Class I Directors With Terms Expiring in 2013	18
DIRECTOR COMPENSATION		20
	Director Compensation Table	20
EXECUTIVE COMPENSATION		23
	Compensation Discussion and Analysis	23
	Compensation Committee Report	40
	Compensation and Risk	40
	Summary Compensation Table	43
	Grants of Plan-Based Awards Table	45
	Outstanding Equity Awards Table	46
	Option Exercises and Stock Vested Table	47
	Pension Benefits Table	48
	Retirement Plan Benefits	48
	Nonqualified Deferred Compensation Table	51
	Potential Payments Upon Termination of Employment or Change of Control	53
SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS		62
AUDIT COMMITTEE REPORT		64
PROPOSAL 2—APPOINTMENT OF INDEPENDENT AUDITORS AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THE INDEPENDENT AUDITORS' FEES		65
	General	65
	Fees	65
	Audit Fees	65
	Audit-Related Fees	65
	Tax Fees	66
	All Other Fees	66
	Pre-Approval Policies and Procedures	66



PROPOSAL 3—ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION		67
PROPOSAL 4—ADVISORY VOTE ON FREQUENCY OF FUTURE SHAREHOLDER VOTES ON EXECUTIVE COMPENSATION		68
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		69
	Loans to Directors and Executive Officers	69
	Transactions with Mutual Investment Limited and its Subsidiaries	69
	Other Relationships	69
	Policy for the Review and Approval of Related Person Transactions	69
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		70
SHAREHOLDER PROPOSALS FOR THE 2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS		70
DIRECTIONS TO ANNUAL GENERAL MEETING		71
UNITED STATES SECURITIES AND EXCHANGE COMMISSION REPORTS		71
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS		71
OTHER MATTERS		71
APPENDIX A—Corporate Governance Guidelines		A-1

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INFORMATION ABOUT THIS PROXY STATEMENT AND
THE ANNUAL GENERAL MEETING

Questions and Answers About Voting Your Common Shares


*Why did I receive this Proxy Statement?*		Bunge has sent these proxy materials to you because Bunge's Board of Directors is soliciting your proxy to vote at the Annual General Meeting of Shareholders on May 27, 2011. This proxy statement contains information about the items being voted on at the Annual General Meeting and important information about Bunge. Bunge's 2010 Annual Report, which includes Bunge's 2010 Annual Report on Form 10-K, is enclosed with these materials. Proxy materials, including this proxy statement, were first released to shareholders on or about April 18, 2011.
		Bunge has sent these materials to each person who is registered as a holder of its common shares in its register of shareholders (such owners are often referred to as "holders of record" or "registered holders") as of the close of business on March 31, 2011, the record date for the Annual General Meeting.
		Bunge has requested that banks, brokerage firms and other nominees who hold Bunge common shares on behalf of the owners of the common shares (such owners are often referred to as "beneficial shareholders" or "street name holders") as of the close of business on March 31, 2011 forward these materials, together with a proxy card or voting instruction card, to those beneficial shareholders. Bunge has agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.
		Finally, Bunge has provided for these materials to be sent to persons who have interests in Bunge common shares through participation in the company share funds of the Bunge Retirement Savings Plan, the Bunge Savings Plan and the Bunge Savings Plan—Supplement A. Although these persons are not eligible to vote directly at the Annual General Meeting, they may, however, instruct the trustees of the plans on how to vote the common shares represented by their interests. The enclosed proxy card will also serve as voting instructions for the trustees of the plans. If you do not provide voting instructions for shares held for you in any of these plans, the trustees will vote these shares in the same ratio as the shares for which voting instructions are provided.
		Shareholders who owned our common shares as of the close of business on the record date for the Annual General Meeting are entitled to attend and vote at the Annual General Meeting and adjournments or postponements of the Annual General Meeting. A poll will be taken on each proposal to be put to the Annual General Meeting.

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*How many votes do I have?*	Every holder of a common share will be entitled to one vote per share for the election of each director and to one vote per share on each other matter presented at the Annual General Meeting. On March 31, 2011, there were 147,206,447 common shares issued and outstanding and entitled to vote at the Annual General Meeting.
*What proposals are being presented at the Annual General Meeting?*	Bunge intends to present proposals numbered one through four for shareholder consideration and voting at the Annual General Meeting. These proposals are:
	•	the election of the two directors named in this proxy statement;
	•	the appointment of Deloitte & Touche LLP as our independent auditors and authorization of the audit committee of the Board to determine the auditors' fees;
	•	to approve a non-binding advisory vote on the compensation of our named executive officers;
	•	to recommend, by non-binding advisory vote, the frequency of future shareholder votes on executive compensation.
	Other than the matters set forth in this proxy statement and matters incidental to the conduct of the Annual General Meeting, Bunge does not know of any business or proposals to be considered at the Annual General Meeting. If any other business is proposed and properly presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter at their discretion.
*How do I attend the Annual General Meeting?*	For admission to the Annual General Meeting, shareholders of record should bring the admission ticket attached to the enclosed proxy card, as well as a form of photo identification, to the shareholders' check-in area, where their ownership will be verified. Those who have beneficial ownership of common shares held by a bank, brokerage firm or other nominee must bring account statements or letters from their banks or brokers showing that they own Bunge common shares, together with a form of photo identification. Registration will begin at 9:00 a.m., Eastern Time, and the Annual General Meeting will begin at 10:00 a.m., Eastern Time.
*How do I vote?*	You can exercise your vote in the following ways:
	•	*By Telephone or the Internet* : If you are a shareholder of record, you may appoint your proxy by telephone, or electronically through the Internet, by following the instructions on your proxy card. If you appoint your proxy by telephone or the Internet, you may only appoint the designated proxies. If you are a beneficial shareholder, please check your voting instruction card or contact your bank or broker to determine whether you will be able to instruct your bank or broker by telephone or the Internet as to how to vote on your behalf.

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	•	*By Mail* : If you are a shareholder of record, you can appoint your proxy by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your common shares in street name, you can instruct your bank, brokerage firm or other nominee to vote by following the instructions on your voting instruction card.
	•	*At the Annual General Meeting* : If you are planning to attend the Annual General Meeting and wish to vote your common shares in person, we will give you a ballot at the meeting. Shareholders who own their common shares in street name are not able to vote at the Annual General Meeting unless they have a proxy, executed in their favor, from the holder of record of their shares. You must bring this additional proxy to the Annual General Meeting.
	Your vote is very important. Even if you plan to be present at the Annual General Meeting, we encourage you to complete and submit your proxy or voting instructions as soon as possible.
*What if I return my proxy card but do not mark it to show how I am voting?*	If you sign and return your proxy card but do not indicate instructions for voting, your common shares will be voted "FOR" each of proposals 1, 2 and 3 and "FOR" the Board's recommendation that future advisory shareholder votes on executive compensation be held annually on proposal 4. With respect to any other matter which may properly come before the Annual General Meeting, your common shares will be voted at the discretion of the proxy holders.
*May I change or revoke my proxy?*	You may change or revoke your proxy at any time before it is exercised in one of four ways:
	•	Notify our Assistant Secretary in writing at the address provided below before the Annual General Meeting that you are revoking your proxy;
	•	Use the telephone or the Internet to change your proxy;
	•	Submit another proxy card (or voting instruction card if you hold your common shares in street name) with a later date; or
	•	If you are a holder of record, or a beneficial holder with a proxy from the holder of record, vote in person at the Annual General Meeting.
	You may not revoke a proxy simply by attending the Annual General Meeting. To revoke a proxy, you must take one of the actions described above. Any written notice of revocation must be sent to the attention of our Assistant Secretary at 50 Main Street, White Plains, New York 10606, U.S.A., or by facsimile to (914) 684-3497.

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*What does it mean if I receive more than one set of proxy materials?*		It means you have multiple accounts at the transfer agent and/or with banks and stock brokers. Please vote all of your common shares. Beneficial shareholders sharing an address, who are receiving multiple copies of proxy materials, including our 2010 Annual Report and this proxy statement, will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future. In addition, if you are the beneficial owner, but not the record holder, of Bunge's common shares, your broker, bank or other nominee may deliver only one copy of the proxy materials to multiple shareholders who share an address unless that nominee has received contrary instructions from one or more of the shareholders. Bunge will deliver promptly, upon written or oral request, a separate copy of the proxy statement and 2010 Annual Report to a shareholder at a shared address to which a single copy of the documents was delivered. Shareholders who wish to receive a separate copy of the proxy statement and 2010 Annual Report should submit their request to Bunge's Investor Relations department by telephone at (914) 684-2800 or by submitting a written request to 50 Main Street, White Plains, New York 10606, U.S.A., Attention: Investor Relations.
*Can I receive future proxy materials electronically?*		Shareholders can help us conserve natural resources and reduce the cost of printing and mailing proxy statements and annual reports by opting to receive future mailings electronically. To enroll, please visit our website at www.bunge.com , click on the "Investor Information—Electronic Delivery Enrollment" links and follow the instructions provided.
*What constitutes a quorum?*		Two or more persons present in person at the start of the meeting and representing in person or by proxy more than one-half of the paid-up share capital entitled to vote at the Annual General Meeting form a quorum for the conduct of business at the Annual General Meeting.
*What vote is required in order to approve each proposal?*		The affirmative vote of a majority of the votes cast is required to elect each of the nominees for director (Proposal 1) and to appoint our independent auditors (Proposal 2).
		As this is an uncontested election, any nominee for director who receives a greater number of votes "against" his or her election than votes "for" such election will not be elected to the Board and the position on the Board that would have been filled by the director nominee will become vacant.
		The affirmative vote of a majority of the votes cast is required to adopt the non-binding resolution approving the compensation of our named executive officers (Proposal 3).

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		The non-binding advisory vote on the frequency of future advisory votes on executive compensation (Proposal 4) is a plurality vote, which means Bunge will consider shareholders to have expressed a non-binding preference for the option presented to shareholders that receives the most votes in favor.
		Proposals 3 and 4 are advisory votes only and, as discussed in more detail in "Proposal 3—Advisory Vote on Named Executive Officer Compensation" and "Proposal 4—Advisory Vote on Frequency of Future Shareholder Votes on Executive Compensation," the voting results are not binding on us. However, although the advisory votes on Proposals 3 and 4 are non-binding, our Board will review the results of the votes and will take them into account in making determinations concerning the compensation of our executive officers and the frequency of such vote.
		Pursuant to Bermuda law, (i) common shares which are represented by "broker non-votes" (i.e., common shares held by brokers which are represented at the Annual General Meeting but with respect to which the broker is not empowered to vote on a particular proposal) and (ii) common shares represented at the Annual General Meeting which abstain from voting on any matter are not included in the determination of the common shares voting on such matter, but are counted for quorum purposes.
		Due to recent amendments to the New York Stock Exchange ("NYSE") rules, if you do not submit specific voting instructions to your broker, your broker will not have the ability to vote your shares in connection with Proposals 1, 3 and 4. Accordingly, if your shares are held in street name and you do not submit voting instructions to your broker, your shares will be treated as broker non-votes for these proposals and will not be counted in determining the outcome.
*How will voting on any other business be conducted?*		Other than the matters set forth in this proxy statement and matters incident to the conduct of the Annual General Meeting, we do not know of any business or proposals to be considered at the Annual General Meeting. If any other business is properly proposed and presented at the Annual General Meeting, the proxies received from our shareholders give the proxy holders the authority to vote on the matter according to their best judgment.
*Who will count the votes?*		Mellon Investor Services will act as the inspector of election and will tabulate the votes.

Deadline for Appointment of Proxies by Telephone or the Internet or Returning Your Proxy Card

Bunge shareholders should complete and return the proxy card as soon as possible. To be valid, your proxy card must be completed in accordance with the instructions on it and received by us no later than 11:59 p.m., Eastern Time, on May 26, 2011 . If you appoint your proxy by telephone or the Internet, we must receive your appointment no later than 11:59 p.m., Eastern Time, on May 26, 2011 . If you participate in the Bunge share funds of the Bunge Retirement Savings Plan, the Bunge Savings

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Plan and the Bunge Savings Plan—Supplement A, you must also submit your voting instructions by this deadline in order to allow the plan trustees time to receive your voting instructions and vote on behalf of the plans. If your common shares are held in street name, you should return your proxy card or voting instruction card in accordance with the instructions on that card or as provided by the bank, brokerage firm or other nominee who holds Bunge common shares on your behalf.

Solicitation of Proxies

We will bear the cost of the solicitation of proxies, including the preparation, printing and mailing of this proxy statement and the proxy card. We will furnish copies of these proxy materials to banks, brokers, fiduciaries and custodians holding shares in their names on behalf of beneficial owners so that they may forward these proxy materials to our beneficial owners.

We have retained Innisfree M&A Incorporated to assist us in the distribution of the proxy materials and to act as proxy solicitor for the Annual General Meeting for a fee of $12,500 plus reasonable out-of-pocket expenses. In addition, we may supplement the original solicitation of proxies by mail with solicitation by telephone, telegram and other means by our directors, officers and/or employees. We will not pay any additional compensation to these individuals for any such services.

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CORPORATE GOVERNANCE

Board Composition and Independence

Our Board currently consists of eleven directors and is divided into three classes that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, and the terms are staggered so that the term of only one class of directors expires at each annual general meeting. Bunge's bye-laws provide that no more than two directors may be employed by Bunge or its subsidiaries.

The Board is composed of a substantial majority of independent directors. In accordance with the listing standards of the NYSE, to be considered independent, a director must have no material relationship with Bunge directly or as a partner, shareholder or officer of an organization that has a relationship with Bunge. The Board annually reviews commercial and other relationships between directors or members of their immediate families and Bunge, including those reported below and under "Certain Relationships and Related Party Transactions," in order to make a determination regarding the independence of each director. To assist it in making these determinations, the Board has adopted categorical standards of director independence which are set forth in Annex A to our Corporate Governance Guidelines, which are included as Appendix A to this proxy statement and are also available through the "Investor Information—Corporate Governance" section of our website, www.bunge.com .

As a result of this review, the Board has determined that the following directors are independent: Messrs. Bachrach, Boilini, Born, Bulkin, Coppinger, de La Tour d'Auvergne Lauraguais, Engels, Lupo and Pillard. In making its independence determinations, the Board broadly considers all relevant facts and circumstances, including that in the normal course of business, purchase and sale and other commercial and charitable transactions or relationships may occur between Bunge and other companies or organizations with which some of our directors or their immediate family members are affiliated. Mr. Weisser is not considered an independent director due to his position as an executive officer of Bunge. Mr. Caraballo is not considered an independent director as ordinary course agricultural commodity sales to, and fertilizer purchases from, Bunge made by a company owned and controlled by one of Mr. Caraballo's immediate family members exceeded the thresholds set forth in the categorical standards and NYSE listing standards within the last three years. See "Certain Relationships and Related Party Transactions" for more information.

The following table includes a description of categories or types of transactions or relationships considered by the Board in reaching its determination that the above-mentioned directors are independent:

Name		Transactions/Relationships

Jorge Born, Jr.		Business relationships, charitable organization relationships
Bernard de La Tour d'Auvergne Lauraguais		Charitable organization relationships
Larry Pillard		Business relationships

In determining that the above-referenced directors are independent, the Board considered transactions during 2010 between Bunge and a company with which Mr. Pillard is affiliated as an executive officer and determined that the amount of business between Bunge and this company fell below the thresholds in Bunge's categorical standards of director independence and were made in the ordinary course of business on arms' length terms. The Board considered transactions during 2010 between Bunge and companies or charitable organizations with which Mr. Born and immediate family members of Mr. Born and Mr. de La Tour d'Auvergne Lauraguais are affiliated as directors and determined that the directors did not have a material direct or indirect interest in the transactions. The

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Board also considered that Bunge made donations in 2010 to a charitable organization with which Mr. Born and immediate family members of Mr. Born and Mr. de La Tour d'Auvergne Lauraguais are affiliated as directors and determined that the amount of the charitable contributions fell below the thresholds in Bunge's categorical standards of director independence. Additionally, the Board considered the transactions with Mutual Investment Limited described under "Certain Relationships and Related Party Transactions" and determined these relationships do not impair the independence of Messrs. de La Tour d'Auvergne Lauraguais, Coppinger and Engels.

Board Leadership Structure

Alberto Weisser currently serves as both Chairman of the Board and Chief Executive Officer of our company. Our Board believes that it is currently in the best interests of Bunge and its shareholders for Mr. Weisser to serve in both capacities in order to provide unified leadership and direction.

Our Board believes that Board independence and oversight of management are effectively maintained through the Board's composition characterized by a substantial majority of independent directors and Board committees that are comprised entirely of independent directors. As a result, independent directors oversee critical matters, including the integrity of our financial statements, the evaluation and compensation of executive management, the selection of directors, Board performance and our risk management practices. Further, in 2010 our Board created the position of Lead Independent Director with significant responsibilities as set forth in our Corporate Governance Guidelines. These responsibilities include:

•: Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management directors;
•: Calling meetings of the non-management directors;
•: Facilitating communication between the non-management directors and the Chairman; and
•: Reviewing and advising the Chairman with respect to the agenda and schedule for meetings of the Board.

Although annually elected, the Lead Independent Director is generally expected to serve for more than one year in order to provide consistency and continuity. The Lead Independent Director also serves as Deputy Chairman of our Board, a position mandated in our Bye-laws. L. Patrick Lupo has served as our Lead Independent Director since the establishment of the position in August 2010. Prior to Mr. Lupo's election to the role, Jorge Born, Jr. served as our Deputy Chairman and presided over the executive sessions of our non-management directors. See "Executive Sessions of Our Board" for more information on these executive sessions. Our Board recognizes that there might be circumstances under which the best interests of our company and its shareholders would require the separation of the offices of Chairman and Chief Executive Officer, and our Board retains the flexibility to separate the offices should that be deemed appropriate.

Board Meetings and Committees

The Board normally has five regularly scheduled meetings per year and committee meetings are normally held in conjunction with Board meetings. Our Board met 12 times in 2010. All incumbent directors attended at least 75% of the combined Board and committee meetings on which they served during the last fiscal year, except for Mr. Pillard and Mr. Caraballo.

Our bye-laws give our Board the authority to delegate its powers to committees appointed by the Board. We have four standing Board committees: the Audit Committee, the Compensation Committee, the Finance and Risk Policy Committee and the Corporate Governance and Nominations Committee, each comprised entirely of non-employee directors determined to be independent under the listing

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standards of the NYSE and our Board's categorical standards of director independence. Each of these committees is authorized and assured of appropriate funding to retain and consult with external advisors and counsel. Our committees are required to conduct meetings and take action in accordance with the directions of the Board, the provisions of our bye-laws and the terms of their respective committee charters. Each committee has the power under its charter to subdelegate the authority and duties designated in its charter to subcommittees or individual members of the committee as it deems appropriate, unless prohibited by law, regulation or any NYSE listing standard. Copies of all our committee charters are available on our website, www.bunge.com . Please note that the information contained in or connected to our website is not intended to be part of this proxy statement.

Audit Committee. Pursuant to its charter, our Audit Committee assists the Board in fulfilling its responsibility for oversight of:

•: the quality and integrity of our financial statements and related disclosure;
•: our compliance with legal and regulatory requirements;
•: the independent auditor's qualifications, independence and performance; and
•: the performance of our internal audit and control functions.

Please see the Audit Committee Report included in this proxy statement for information about our 2010 fiscal year audit. The Audit Committee met 11 times in 2010. The Audit Committee meets separately with our independent auditor and also in executive sessions with members of management and our director of internal audit from time to time as deemed appropriate by the committee. Additionally, the Audit Committee periodically meets in executive sessions at which only the Audit Committee members are in attendance, without any members of our management present. The members of our Audit Committee are Messrs. Bachrach, Boilini, Coppinger, de La Tour d'Auvergne Lauraguais (chairman) and Engels. Each of the members of the Audit Committee is independent under the Sarbanes-Oxley Act of 2002 and the listing standards of the NYSE. Our Board has determined that each of Mr. de La Tour d'Auvergne Lauraguais, Mr. Bachrach, Mr. Boilini and Mr. Engels qualifies as an audit committee financial expert. In accordance with our Audit Committee charter, no committee member may simultaneously serve on the audit committees of more than two other public companies without the prior approval of the Board.

Compensation Committee. Our Compensation Committee designs, reviews and oversees Bunge's executive compensation program. Under its charter, the committee, among other things:

•: reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer (CEO), evaluates the performance of the CEO in light of these goals and objectives and sets the CEO's compensation based on this evaluation;
•: reviews the evaluations of the direct reports to the CEO and approves and oversees the total compensation packages for the direct reports to the CEO, including annual base salaries, performance-based cash bonuses, long-term equity-based compensation and any perquisites that may be given;
•: reviews and makes recommendations to the Board regarding our incentive compensation plans, including our equity incentive plans, and administers and interprets our equity incentive plans;
•: makes recommendations to the Board on director compensation; and
•: periodically reviews our management succession program for senior executive positions and ensures that the Board is informed of its status.

Pursuant to its charter, the Compensation Committee is empowered to hire outside advisors as it deems appropriate to assist it in the performance of its duties. The Compensation Committee has sole

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authority to retain or terminate any compensation consultants or advisors and to approve their fees. For additional information on the Compensation Committee's role, its use of outside advisors and their roles, as well as the committee's processes and procedures for the consideration and determination of executive compensation, see "Executive Compensation— Compensation Discussion and Analysis" beginning on page 23 of this proxy statement.

The Compensation Committee met five times in 2010. The members of our Compensation Committee are Messrs. Bachrach, Bulkin, Coppinger and Lupo (chairman). Each of the members of the Compensation Committee is independent under the listing standards of the NYSE.

Corporate Governance and Nominations Committee. Our Corporate Governance and Nominations Committee is responsible for, among other things:

•: monitoring, advising and making recommendations to the Board with respect to the law and practice of corporate governance and the duties and responsibilities of directors of public companies, as well as overseeing our corporate governance initiatives and related policies;
•: leading the Board in its annual performance evaluation and establishing criteria for the self-evaluations of each Board committee;
•: identifying and recommending to the Board nominees for election or re-election to the Board, or for appointment to fill any vacancy that is anticipated or has arisen on the Board (see "—Nomination of Directors" for more information);
•: reviewing and making recommendations to the Board regarding director independence; and
•: overseeing our related person transaction policies and procedures.

The Corporate Governance and Nominations Committee met four times in 2010. The members of our Corporate Governance and Nominations Committee are Messrs. Born, de La Tour d'Auvergne Lauraguais, Engels, Lupo and Pillard (chairman). Each of the members of the Corporate Governance and Nominations Committee is independent under the listing standards of the NYSE.

Finance and Risk Policy Committee. Our Finance and Risk Policy Committee ("FRPC") is responsible for supervising the quality and integrity of our financial and risk management practices. As further described below, the FRPC reviews and updates our risk management policies and risk limits on a periodic basis and advises our Board on financial and risk management practices. The FRPC met six times in 2010. The members of the FRPC are Messrs. Boilini (chairman), Born, de La Tour d'Auvergne Lauraguais, Engels and Pillard.

Risk Oversight

Our Board of Directors oversees management's approach to risk management, which is designed to support the achievement of our strategic objectives and enhance shareholder value. For the Board, fundamental aspects of its risk management oversight activities include:

•: understanding the key drivers of success for our businesses and the associated major risks inherent in our operations and corporate strategy;
•: crafting the right Board for our company, including establishing an appropriate committee structure to carry out its oversight responsibilities effectively; and
•: overseeing that appropriate risk management and control procedures are implemented by management and developing and maintaining an open, ongoing dialogue with management about major risks facing the company.

Our Board has considered the most effective organizational structure to appropriately oversee major risks for our company. It has established a dedicated Board committee, the FRPC, which enables

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greater focus at the Board level on risk oversight tailored to our business and industries. The FRPC has responsibility for oversight of the quality and integrity of our financial and risk management practices, which includes oversight of the following key risk areas: commodities risk, foreign exchange risk, interest rate and liquidity risk, credit and counterparty risk, country risk, derivatives risk, capital structure and approval of our corporate risk policies and limits associated with the company's risk appetite. The FRPC meets regularly with our CEO, CFO, chief risk officer, treasurer and other members of senior management to receive regular updates on our risk profile and risk management activities.

Additionally, each of our other Board committees considers risks within its area of responsibility. Our Audit Committee focuses on various aspects of risk oversight, including the financial reporting process, adequacy of our internal controls and the impact of risk and risk management strategies on our financial statements. The Audit Committee receives an annual risk assessment briefing from our director of internal audit, as well as periodic update briefings, and reviews and approves the annual internal audit plan that is designed to prioritize and address the identified risks. The Audit Committee also reviews key risk considerations relating to the annual audit with our independent auditors and assists the Board in fulfilling its oversight responsibility with respect to legal and compliance issues. In developing and overseeing our compensation programs, the Compensation Committee seeks to create incentives that are appropriately balanced and do not motivate employees to take imprudent risks. See "Compensation and Risk" on page 40 of this proxy statement for more information. Our Corporate Governance and Nominations Committee oversees risks related to the company's governance structure and processes. This includes its role in identifying individuals qualified to serve as Board members, and its leadership of the annual Board self-assessment process that is aimed at ensuring that the Board is functioning effectively and is able to meet all of its responsibilities, including with respect to risk oversight. Additionally, this Committee focuses on ensuring the right "tone at the top" of the company through its oversight of our code of ethics.

All of our Board committees regularly report on their activities to the full Board to promote effective coordination and ensure that the entire Board remains apprised of major risks, how those risks may interrelate, and how management addresses those risks.

Corporate Governance Guidelines and Code of Ethics

Our Board has adopted corporate governance guidelines that set forth our corporate governance objectives and policies and, subject to our bye-laws, govern the functioning of the Board. Our corporate governance guidelines are included as Appendix A to this proxy statement and are also available on our website, www.bunge.com .

We also have a code of ethics that sets forth our commitment to ethical business practices. Our code of ethics applies to our directors, officers and employees worldwide, including our Chief Executive Officer and senior financial officers. Our code of ethics is available on our website. We intend to post amendments to and waivers (to the extent applicable to certain officers and our directors) of our code of ethics on our website.

Executive Sessions of Our Board

Our corporate governance guidelines provide that the non-management directors shall meet without management directors at regularly scheduled executive sessions and at such other times as they deem appropriate. Our Board has adopted a policy that the non-management directors will meet without management present at each regularly scheduled Board meeting. In accordance with our corporate governance guidelines, the Lead Independent Director presides over these sessions.

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Communications with Our Board

To facilitate the ability of shareholders to communicate with our Board and to facilitate the ability of interested persons to communicate with non-management directors, the Board has established an electronic mailing address and a physical mailing address to which such communications may be sent. Additional information on the electronic mailing address and the physical mailing address is available on our website through the "Investor Information—Corporate Governance" section.

Communications sent to the electronic mailing or physical mailing addresses are initially directed to our legal department, where they are screened to eliminate communications that are merely solicitations for products and services, items of a personal nature not relevant to us or our shareholders and other matters that are improper or irrelevant to the functioning of the Board and Bunge. All other communications are forwarded to the relevant director, if addressed to an individual director or a committee chairman, or to the members of the Corporate Governance and Nominations Committee if no particular addressee is specified.

In addition, it is the policy of our Board that our directors attend each annual general meeting of shareholders. In 2010, all of our then serving directors, other than Messrs. Bachrach and de La Tour d'Auvergne Lauraguais, attended our 2010 Annual General Meeting.

Nomination of Directors

As provided in its charter, the Corporate Governance and Nominations Committee will identify and recommend to the Board nominees for election to the Board and will consider nominees submitted by shareholders. The Corporate Governance and Nominations Committee, in its commitment to our corporate governance guidelines, strives to nominate director candidates who exhibit high standards of ethics, integrity, commitment and accountability and who are committed to promoting the long-term interests of our shareholders. In addition, all nominations attempt to ensure that the Board shall encompass a range of talent, skill and relevant expertise sufficient to provide sound guidance with respect to our operations and interests. The committee strives to recommend candidates that complement the current members of the Board and other proposed nominees so as to further the objective of having a Board that reflects a diversity of background and experience with the necessary skills to effectively perform the functions of the Board and its committees. In that regard, from time to time, the Corporate Governance and Nominations Committee may identify certain skills or attributes (e.g., extensive global business leadership experience) as being particularly desirable to help meet specific board needs that have arisen. When the Corporate Governance and Nominations Committee reviews a potential new candidate, it looks specifically at the candidate's qualifications in light of the needs of the Board at that time given the then-current mix of director attributes.

Under the corporate governance guidelines, directors must inform the Chairman of the Board and the Chairman of the corporate governance and nominations committee in advance of accepting an invitation to serve on another public company board. In addition, no director may sit on the board, or beneficially own more than 1% of the outstanding equity securities, of any of our competitors in our principal lines of business. While the Board has not established any term limits to an individual's membership on the Board, no director having attained the age of 70 will be nominated by the Board for re-election or re-appointment to the Board. Directors eligible for re-election abstain from Board discussions regarding their nomination and from voting on such nomination.

Shareholders who wish to propose a director nominee must give written notice to our Secretary at our registered address at 2 Church Street, Hamilton HM 11, Bermuda, not later than 120 days before the first anniversary of the date on which Bunge's proxy statement was distributed to shareholders in connection with the prior year's annual general meeting. If no annual general meeting was held in the prior year or if the date of the annual general meeting has been changed by more than 30 days from the date contemplated in the prior year's proxy statement, the notice must be given before the later of

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(i) 150 days prior to the contemplated date of the annual general meeting and (ii) the date which is ten days after the date of the first public announcement or other notification of the actual date of the annual general meeting. Where directors are to be elected at a special general meeting, such notice must be given before the later of (i) 120 days before the date of the special general meeting and (ii) the date which is ten days after the date of the first public announcement or other notification of the date of the special general meeting. In each case, the notice must include, as to each person the shareholder proposes to recommend for election or re-election as director, all information relating to that person required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, which includes such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and evidence satisfactory to Bunge that such nominee has no interests that would limit such nominee's ability to fulfill their duties of office. Bunge may require any proposed nominee to furnish such other information as reasonably may be required by Bunge to determine the eligibility of such proposed nominee to serve as a director. A shareholder may propose a director nominee to be considered by our shareholders at the annual general meeting provided that the notice provisions in our bye-laws as set forth above are met, even if such director nominee is not nominated by the Corporate Governance and Nominations Committee. A shareholder may also recommend director candidates for consideration by the Corporate Governance and Nominations Committee at any time. Any such recommendations should include the nominee's name and qualifications for Board membership.

In connection with the director nominations process, the Corporate Governance and Nominations Committee may identify candidates through recommendations provided by members of the Board, management, shareholders or other persons, and may also engage a professional search firm to assist in identifying or evaluating qualified candidates. The committee has retained a search firm to assist in identifying and evaluating potential candidates for our Board. The committee will review and evaluate candidates taking into account available information concerning the candidate, the qualifications for Board membership described above and other factors that it deems relevant. In conducting its review and evaluation, the committee may solicit the views of other members of the Board, senior management and third parties, conduct interviews of proposed candidates and may also request that candidates meet with other members of the Board. The committee will evaluate candidates recommended by shareholders in the same manner as candidates recommended by other persons. The Corporate Governance and Nominations Committee has not received any nominations for director from shareholders for the 2011 Annual General Meeting of Shareholders.

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PROPOSAL 1
ELECTION OF DIRECTORS

Election of Directors

Upon the recommendation of the Corporate Governance and Nominations Committee, each of Messrs. Bachrach and Boilini has been nominated by the Board for election at the 2011 Annual General Meeting. Messrs. Bachrach, Boilini and Bulkin are currently Class III directors, and their terms expire on the day of the 2011 Annual General Meeting. Mr. Bulkin, who has been a member of our Board since 2001, is not standing for re-election because he has reached the mandatory retirement age for directors under our corporate governance guidelines. The Class III directors elected at this Annual General Meeting will serve a term that expires at our 2014 Annual General Meeting. Election of each director requires the affirmative vote of a majority of the votes cast by the holders of common shares represented at the Annual General Meeting in person or by proxy.

The Board believes that its members possess a variety of skills, qualifications and experience that contribute to the Board's ability to oversee our operations and the growth of our business. The following paragraphs set forth information about the nominees and our directors, including the classes into which they have been divided. The nominees for election at the Annual General Meeting are listed first. All of the nominees are current directors of Bunge and we are not aware of any reason why any of the nominees will not be able to serve if elected.

Class III Nominees


		Ernest G. Bachrach , 58 Mr. Bachrach has been a member of our Board since 2001. He is a member of the Executive Committee as well as a member of the board of directors of Advent International Corporation, a private equity firm. He has been with Advent since 1990. Prior to joining Advent, Mr. Bachrach was Senior Partner, European Investments, for Morningside Group, a private investment group. Mr. Bachrach also serves as a member of the boards of directors of Grupo Gayosso, S.A. de C.V., Controladora Milano S.A. de C.V., Dufry AG, International Meal Company Holdings Ltd. and Nuevo Banco Comercial S.A. He has a B.S. in Chemical Engineering from Lehigh University and an M.B.A. from Harvard Graduate School of Business Administration. Mr. Bachrach also serves on the Board of Governors of the Lauder Institute of the Wharton School of the University of Pennsylvania. Mr. Bachrach's skills and experience as a senior leader of a private equity firm provide our Board with knowledge of financial markets, financial and business analysis, mergers and acquisitions and business development. He brings to the Board international business and board experience and also qualifies as an audit committee financial expert.

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		Enrique H. Boilini , 49 Mr. Boilini has been a member of our Board since 2001. He has been a Managing Member at Yellow Jersey Capital, LLC, an investment management company, since September 2002. Prior to establishing Yellow Jersey Capital, Mr. Boilini was a Managing Member of Farallon Capital Management, LLC and Farallon Partners, LLC, two investment management companies, since October 1996. Mr. Boilini joined Farallon in March 1995 as a Managing Director. Prior to that time, Mr. Boilini also worked at Metallgessellschaft Corporation, as the head trader of emerging market debt and equity securities, and also served as a Vice President at The First Boston Corporation, where he was responsible for that company's activities in Argentina. Mr. Boilini has also served as a member of the board of Alpargatas SAIC and Managing Director and member of the board of Sovereign Debt Solutions Limited, an entity that acted as negotiating team for the Argentine Bond Restructuring Agency PLC (ABRA), a special purpose vehicle established for the sole function of aggregating bonds issued by Argentina and held by retail and small institutional investors outside the United States and representing those investors in the restructuring of Argentina's sovereign debt. Mr. Boilini received an M.B.A. from Columbia Business School in 1988 and a Civil Engineering degree from the University of Buenos Aires School of Engineering. Mr. Boilini brings to the Board significant financial and capital markets acumen, including knowledge with respect to derivatives. He brings international board and business experience to the Board and also qualifies as an audit committee financial expert.

Class III Director With Term Expiring in 2011


		Michael H. Bulkin , 72 Mr. Bulkin has been a member of our Board since 2001. Mr. Bulkin is a private investor. He retired as a Director of McKinsey & Company in 1993 after 30 years of service in which he served as a board member and in a variety of senior positions, most recently as head of McKinsey's New York and Northeast offices. Mr. Bulkin also serves as a member of the board of Specified Technologies Inc. and is a former director of Ferro Corporation. He holds a Bachelor of Engineering Science degree from Pratt Institute, and a Master of Industrial Administration from Yale University. As a former senior leader of a prominent worldwide management consulting firm, Mr. Bulkin brings to the Board an in-depth understanding of strategic, management and operational issues facing large corporations. His experience as a director of other U.S. public companies and as a former chairman of our Compensation Committee enables him to offer valuable perspectives and insights to the Board on corporate governance and compensation matters.

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	Non-Employee Director Compensation(1)

Name	Fees Earned or Paid in Cash ($)		Stock Awards(2) ($)		Total ($)
Ernest G. Bachrach	$	85,000	$	97,883	$	182,883
Enrique H. Boilini		93,833		97,883		191,716
Jorge Born, Jr.		75,000		97,883		172,883
Michael H. Bulkin		75,000		97,883		172,883
Octavio Caraballo		75,000		97,883		172,883
Francis Coppinger		88,000		97,883		185,883
William Engels		91,167		97,883		189,050
Bernard de La Tour d'Auvergne Lauraguais		98,000		97,883		195,883
L. Patrick Lupo		86,000		97,883		183,883
Larry G. Pillard		85,000		97,883		182,883

	2010(1)	2009	Change(%)

Net Income Attributable to Bunge	$543 million	$361 million	+50%
Earnings Per Share (EPS)	$3.47	$2.22	+56%
Return on Net Assets	6.08%	4.05%	+50%


Air Products & Chemicals Inc.		Monsanto Company
Alcoa Inc.		The Mosaic Company
Archer Daniels Midland Company		The Pepsi Bottling Group, Inc.
Coca-Cola Enterprises Inc.		PotashCorp
ConAgra Foods Inc.		Sara Lee Corporation
FedEx Corp.		Tyson Foods, Inc.
International Paper Company		United Parcel Service, Inc.
Meadwestvaco Corp.		U.S. Steel Company
		Weyerhaeuser Co.

Name and Description of Performance Measures					Target Net Income After Noncontrolling Interest ($ million)		Actual Net Income After Noncontrolling Interest ($ million)		Target Operating Profit ($ million)		Actual Operating Profit ($ million)

*Alberto Weisser* RONA and net income after noncontrolling interest for Bunge Limited	9.5	%	10.9	%	$	959	$	1,202.5		—		—
*Andrew J. Burke* January – June 2010 RONA and operating profit for Bunge Global Agribusiness	9.8	%	9.9	%		—		—	$	595.7	$	726.6
RONA and operating profit for Bunge Product Lines	27.4	%	64.6	%		—		—	$	85.7	$	187.3
July – December 2010 RONA and net income after noncontrolling interest for Bunge Limited	9.5	%	10.9	%	$	959	$	1,202.5		—		—
*Archibald Gwathmey* RONA and operating profit for Bunge Global Agribusiness	9.8	%	9.9	%		—		—	$	595.7	$	726.6
RONA and operating profit for Bunge Product Lines	27.4	%	64.6	%		—		—	$	85.7	$	187.3
*Raul Padilla* January – June 2010 RONA and operating profit for Bunge Argentina	15.3	%	16.6	%					$	127.2	$	150.8
July – December 2010 RONA and operating profit for Bunge Global Agribusiness	9.8	%	9.9	%		—		—	$	595.7	$	726.6
RONA and operating profit for Bunge Product Lines	27.4	%	64.6	%		—		—	$	85.7	$	187.3
*D. Benedict Pearcy* RONA and net income after noncontrolling interest for Bunge Limited	9.5	%	10.9	%	$	959	$	1,202.5		—		—
RONA and operating profit for Sugar & Bioenergy	5.8	%	(0.8	)%		—		—	$	133.2	$	(69.5	)
*Jacqualyn A. Fouse* RONA and net income after noncontrolling interest for Bunge Limited	9.5	%	10.9	%	$	959	$	1,202.5		—		—

	Target Bonus					Actual Bonus

Name	Target Amount		Percentage of Base Salary			Actual Payout		Percentage of Target Incentive Opportunity
Alberto Weisser	$	1,600,000		133	%	$	2,300,000		144	%
Andrew J. Burke	$	413,000		75	%	$	600,000		145	%
Archibald Gwathmey	$	700,000		100	%	$	700,000		100	%
Raul Padilla	$	850,000		100	%	$	1,000,000		118	%
D. Benedict Pearcy	$	375,000		75	%	$	300,000		80	%
Jacqualyn A. Fouse(1)	$	500,000		76	%	$	0		0	%

ALL OTHER
NEOs


		Octavio Caraballo , 67 Mr. Caraballo has been a member of our Board since 2001. Mr. Caraballo is President of Estancia y Cabaña Las Lilas S.A., an Argentine company. Mr. Caraballo joined Bunge in 1967, and served in various divisions over the course of his career, including as head of the Bunge group's former paints, chemicals and mining division, until his retirement in 1997. Prior to joining Bunge, he worked for several financial institutions in Europe. He has also previously served as a director, Chairman of the board of directors and President of Mutual Investment Limited. Mr. Caraballo received a Business Administration degree from Babson College and is a member of the Board of Trustees of Babson College. Mr. Caraballo brings significant experience in the agribusiness industry and the company's business to the Board, as well as significant international business experience and a valuable historical perspective on our company.

		Francis Coppinger, 60 Mr. Coppinger has been a member of our Board since 2001. Until March 2006, he was Chief Executive Officer of Publicité Internationale Intermedia Plc (PII), a joint venture he established with the Michelin Group in December 1992 which coordinates the media activities of the Michelin Group in Europe. Mr. Coppinger sold his interest in PII to the Michelin Group in January 2006. Prior to his career with PII, Mr. Coppinger held a number of senior executive positions, including General Manager and Chairman, with Intermedia S.A., a media buying agency based in Paris. He is a member of the board of directors of Intermedia. Since 2010, he has served on the board of Mutual Investment Limited. Mr. Coppinger holds a Bachelors degree in Economics from the University of Paris and attended the Institut d'Etudes Politiques de Paris. Having founded a media company, he brings an entrepreneurial perspective to the Board, as well as marketing and strategic expertise. Mr. Coppinger also brings an international business and board perspective to the Board.


		Larry G. Pillard, 63 Mr. Pillard has been a member of our Board since 2007. He has served as executive chairman of the Tetra Laval Group, a global business with operations in food products processing equipment and packaging, since 2003. Mr. Pillard was chief executive officer of Tate & Lyle PLC, a global producer of cereal sweeteners and starches, sugars and other food and industrial ingredients, from 1996 to 2002. He was the chief operating officer of Tate & Lyle PLC from 1995 to 1996, and the president and chief executive officer of its U.S. starch business, A.E. Staley Manufacturing Co., from 1992 to 1995. He also served as a member of Tate & Lyle's board from 1994 to 2004. Prior to joining Tate & Lyle PLC, Mr. Pillard served for more than 20 years in a variety of managerial positions at Cargill, Inc. Mr. Pillard's experience as executive chairman of a large, global enterprise serving the food and agriculture industry strengthens the Board's leadership, strategic, operational, management, marketing, financial and risk management skills. Additionally, his experience as a former CEO of a major international sugar and food ingredients company provides our Board with extensive knowledge of, and valuable insights into, these industries. He also brings to the Board significant international board experience.

		Alberto Weisser, 55 Mr. Weisser is the Chairman of our Board and our Chief Executive Officer. Mr. Weisser has been with Bunge since July 1993. He has been a member of our Board since 1995, was appointed our Chief Executive Officer in January 1999 and became Chairman of the Board in July 1999. Prior to that, Mr. Weisser held the position of Chief Financial Officer. Prior to joining Bunge, Mr. Weisser worked for the BASF Group in various finance-related positions for 15 years. Mr. Weisser is also a member of the board of directors of International Paper Company, a member of the North American Agribusiness Advisory Board of Rabobank and a board member of the Council of the Americas. He is a former director of Ferro Corporation. Mr. Weisser has a bachelor's degree in Business Administration from the University of São Paulo, Brazil. As our chairman and CEO, Mr. Weisser brings to the Board significant senior leadership, strategic, operational, management, marketing, financial and risk management skills, as well as extensive knowledge of the company's business and industries, broad international exposure, U.S. public company board experience and substantial mergers and acquisitions experience.


		Jorge Born, Jr., 48 Mr. Born has been a member of our Board and our Deputy Chairman since 2001. Mr. Born is President and Chief Executive Officer of Bomagra S.A., a privately held company involved in the real estate, technology and communications equipment and farming industries in Argentina. Prior to joining Bomagra in 1997, Mr. Born spent all of his professional life working for Bunge in various capacities in the commodities trading, oilseed processing and food products areas in Argentina, Brazil, the United States and Europe. He also served as head of Bunge's European operations from 1992 to 1997. Mr. Born is a director of Hochschild Mining PLC, a mining conglomerate listed on the London Stock Exchange, and Dufry A.G., a global duty free retailer listed on the São Paulo and Zurich stock exchanges. He serves as non-executive chairman of the Fundación Bunge y Born, a leading Argentine charitable organization. From 2001 to 2010, he also served as a director and Deputy Chairman of the board of directors of Mutual Investment Limited. Mr. Born has a B.S. in Economics from the Wharton School of the University of Pennsylvania and is a member of Wharton's Latin American Executive Board and the Board of Governors of Wharton's Lauder Institute. He is also a member of Georgetown University's Latin American Board. Mr. Born brings extensive experience in the agribusiness industry and the company's business to the Board, as well as significant international business and board experience.

		Bernard de La Tour d'Auvergne Lauraguais, 66 Mr. de La Tour d'Auvergne Lauraguais has been a member of our Board since 2001. Mr. de La Tour d'Auvergne Lauraguais joined Bunge in 1970 and held various senior executive positions in Argentina, Brazil and Europe in the agribusiness and food products divisions until his retirement in 1994. He is also the Chairman of the board of directors of Mutual Investment Limited. Mr. de La Tour d'Auvergne Lauraguais has a degree in Civil Engineering from the Federal Polytechnic School of the University of Lausanne, Switzerland and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. de La Tour has extensive knowledge and understanding of accounting and financial reporting, and qualifies as an audit committee financial expert. He also brings to the Board significant experience in the agribusiness industry and our business, as well as international business experience.


		William Engels, 51 Mr. Engels has been a member of our Board since 2001. Since 2007, he has been an advisor to a private investment fund with investments in South America. From 2003 to December 2006, Mr. Engels served on the board of directors of Quilmes Industrial (Quinsa) S.A., a holding company with interests in the beverage and malting industries, as the representative of Beverage Associates (BAC) Corp. From 1992 to 2003, Mr. Engels served in various capacities at Quinsa, including Director of Mergers and Acquisitions, Group Controller and Manager of Corporate Finance. Prior to joining Quinsa, Mr. Engels served as Vice President at Citibank, N.A. in London, responsible for European sales of Latin American investment products, and in Brazil, in the area of mergers and acquisitions. Since 2010, Mr. Engels has served as Deputy Chairman of the board of Mutual Investment Limited. Mr. Engels has also served as a member of the board of BISA, a fund with diversified investments in different industries. Mr. Engels holds a B.S. from Babson College, an M.A. from the University of Pennsylvania and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Engels brings to the Board significant financial experience, an understanding of mergers and acquisitions and a good understanding of industrial and consumer products companies. He brings an international business perspective to the Board, having had extensive working experience in Europe, the U.S. and Latin America. He also qualifies as an audit committee financial expert.

		L. Patrick Lupo , 60 Mr. Lupo has been a member of our Board since 2006. He is currently the lead independent director and Deputy Chairman of our Board. He is the former chairman and chief executive officer of DHL Worldwide Express (DHL). Mr. Lupo joined DHL in 1976. He served as chairman and CEO from 1986 to 1997 and as executive chairman from 1997 to 2001. During his tenure at the company, he also served as CEO, The Americas, and general counsel. Mr. Lupo received a law degree from the University of San Francisco and a B.A. degree from Seattle University. He is a member of the supervisory board of Cofra, AG. He is a former director of O2 plc and Ladbrokes plc (formerly Hilton Group plc). Mr. Lupo's experience as former chairman and chief executive officer of a major global logistics company provides valuable leadership, strategic, operational, management, marketing, financial and risk management skills to our Board, as well as insight into logistics, a critical element of our business. Additionally, his legal background provides our Board with an important perspective. He also brings to the Board significant international board experience.

Performance above plan	Target award amount

$60 million	$	212,500	50	%
$75 million	$	425,000	100	%
$150 million	$	1,062,500	250	%

Cumulative 3-year diluted earnings-per-share

less than $15.62	0	%
$15.62	50	%
19.52 (target)	100	%
$27.33	200	%
Greater than $27.33	200	%

	2008-2010 PBRSU Award

Performance Measure	Target Performance		Actual Performance		Percentage of Award Vesting
Cumulative 3-year diluted earnings per share	$	21.67	$	19.22		72	%

Name and Position Held			Salary ($)			Bonus ($)			Stock Awards(1)(2) ($)		Option Awards(1) ($)				Change in Pension Value & Non-Qualified Deferred Compensation Earnings(4) ($)			All Other Compensation(5) ($)		Total(6) ($)

Alberto Weisser		2010	$	1,200,000					$	2,895,200	$	3,294,300	2,300,000		$	0		$	48,000	$	9,737,500
	Chairman and Chief Executive	2009		1,200,000						2,219,230		2,409,720	432,000			1,604,901			48,600		7,914,451
	Officer	2008		1,200,000						3,101,000		2,372,720	3,200,000			347,923			48,200		10,269,843
Andrew J. Burke(7)		2010		541,667		$	100,000	(8)		308,000		355,500	600,000			254,437			20,000		2,179,604
	Interim Chief Financial Officer	2009		500,000						237,406		261,520	575,000			184,019			20,600		1,778,545
	and Global Operational	2008		500,000						299,025		280,980	575,000			151,105			19,367		1,825,477
	Excellence Officer
Archibald Gwathmey		2010		700,000						4,149,530		592,500	700,000			1,834,575			1,468,000		9,444,605
	Senior Risk Officer	2009		700,000						402,558		429,640	1,250,000			1,288,170			28,067		4,098,435
		2008		686,667						498,375		468,300	1,300,000			514,889			24,867		3,493,098
Raul Padilla		2010		731,610	(9)					740,480		355,500	2,062,500	(10)		31,668			248,518		4,170,276
	Managing Director, Bunge Global
	Agribusiness and CEO, Bunge
	Product Lines
D. Benedict Pearcy		2010		488,333						800,800		355,500	300,000			53,644			50,000		2,048,277
	Managing Director, Sugar &	2009		427,490						237,406		261,520	420,000			23,439			204,500		1,574,355
	Bioenergy and Chief Development
	Officer
Jacqualyn A. Fouse		2010		495,000	(11)					646,800		734,700	—			—	(12)		26,400		1,902,900
	Former Chief Financial Officer	2009		660,000						495,456		541,720	185,000			235,155			27,000		2,144,331
		2008		660,000						631,275		593,180	1,000,000			237,192			25,611		3,147,258



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares or Units(3) (#)			Exercise or Base Price of Option Awards ($/Sh)		Closing Price on Grant Date ($)		Grant Date Fair Value of Stock and Option Awards(5) ($)
Names	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares or Units(3) (#)			Exercise or Base Price of Option Awards ($/Sh)		Closing Price on Grant Date ($)		Grant Date Fair Value of Stock and Option Awards(5) ($)
Alberto Weisser		3/3/10	$	320,000	$	1,600,000	$	4,000,000		23,500		47,000		94,000						$	61.57	$	2,895,200
		3/3/10															139,000	$	61.60		61.57		3,294,300
Andrew J. Burke		3/3/10		82,600		413,000		1,032,500		2,500		5,000		10,000							61.57		308,000
		3/3/10															15,000		61.60		61.57		355,500
Archibald Gwathmey		3/3/10		140,000		700,000		1,750,000		4,150		8,300		16,600							61.57		511,280
		3/3/10															25,000		61.60		61.57		592,500
		5/20/10														75,000					48.07		3,638,250
Raul Padilla		3/3/10		170,000		850,000		2,125,000		2,500		5,000		10,000							61.57		308,000
		3/3/10															15,000		61.60		61.57		355,500
		8/3/10		212,500				1,062,500
		9/1/10														8,000					53.88		432,480
D. Benedict Pearcy		3/3/10		75,000		375,000		937,500		2,500		5,000		10,000							61.57		308,000
		3/3/10															15,000		61.60		61.57		355,500
		3/3/10														8,000					61.57		492,800
Jacqualyn A. Fouse(6)		3/3/10		100,000		500,000		1,250,000		5,250		10,500		21,000							61.57		646,800
		3/3/10															31,000		61.60		61.57		734,700

	Option Awards(1)										Stock Awards(2)

	Date of Grant		Number of Securities Underlying Unexercised Options (# Exercisable)		Number of Securities Underlying Unexercised Options (# Unexercisable)		Option Exercise Price ($)		Option Expiration Date		Date of Grant			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Held That Have Not Yet Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights Held That Have Not Vested ($)
Alberto Weisser		05/01/01		90,003		—	$	15.875		05/01/11		03/13/09	(3)		43,000	$	2,817,360
		08/03/01		90,000		—	$	16.00		08/03/11		03/03/10	(4)		47,000	$	3,079,440
		05/24/02		130,000		—	$	21.61		05/24/12
		03/13/03		112,000		—	$	25.22		03/13/13
		03/11/04		130,000		—	$	37.08		03/11/14
		02/25/05		95,000		—	$	52.66		02/25/15
		02/24/06		110,000		—	$	57.01		02/24/16
		02/27/07		110,000		—	$	80.06		02/27/17
		02/29/08		50,667		25,333	$	110.75		02/28/18
		03/13/09		43,000		86,000	$	51.61		03/13/19
		03/03/10		—		139,000	$	61.60		03/03/20
Andrew J. Burke		03/13/03		10,000			$	25.22		03/13/13		03/13/09	(3)		4,600	$	301,392
		03/11/04		20,000			$	37.08		03/11/14		03/03/10	(4)		5,000	$	327,600
		02/25/05		11,400			$	52.66		02/25/15		08/02/07	(5)		1,250	$	81,900
		02/24/06		13,800			$	57.01		02/24/16
		02/27/07		12,500			$	80.06		02/27/17
		02/29/08		6,000		3,000	$	110.75		02/28/18
		03/13/09		4,667		9,333	$	51.61		03/13/19
		03/03/10		—		15,000	$	61.60		03/03/20
Archibald Gwathmey		05/24/02		9,233		—	$	21.61				03/13/09	(3)		7,800	$	511,056
		03/13/03		37,000		—	$	25.22				03/03/10	(4)		8,300	$	543,816
		03/11/04		37,000		—	$	37.08				05/20/10	(6)		75,000	$	4,914,000
		02/25/05		22,000		—	$	52.66
		02/24/06		25,000		—	$	57.01
		02/27/07		21,000		—	$	80.06
		02/29/08		10,000		5,000	$	110.75
		03/13/09		7,667		15,333	$	51.61
		03/03/10		—		25,000	$	61.60
Raul Padilla		03/11/04		20,000			$	37.08		03/11/14		03/13/09	(3)		4,600	$	301,392
		02/25/05		13,500			$	52.66		02/25/15		03/03/10	(4)		5,000	$	327,600
		02/24/06		15,000			$	57.01		02/24/16		02/29/08	(7)		1,666	$	109,156
		02/27/07		12,500			$	80.06		02/27/17		09/01/10	(8)		8,000	$	524,160
		02/29/08		6,000		3,000	$	110.75		02/28/18
		03/13/09		4,667		9,333	$	51.61		03/13/19
		03/03/10		—		15,000	$	61.60		03/03/20
Ben Pearcy		03/11/04		1,067			$	37.08		03/11/14		03/13/09	(3)		4,600	$	301,392
		02/25/05		2,400			$	52.66		02/25/15		03/03/10	(4)		5,000	$	327,600
		02/24/06		4,000			$	57.01		02/24/16		03/03/10	(9)		8,000	$	524,160
		02/27/07		3,800			$	80.06		02/27/17
		02/29/08		2,500		1,250	$	110.75		02/28/18
		03/13/09		4,667		9,333	$	51.61		03/13/19
		03/03/10		—		15,000	$	61.60		03/03/20
Jacqualyn A. Fouse(10)		—		—		—		—		—		—			—		—

Executive Benefits and Payments Upon Termination(1)			Termination for Cause; Resignation without Good Reason(2)($)		Early Retirement; Normal Retirement($)		Termination without Cause; Resignation for Good Reason($)		Change of Control Followed by Termination without Cause or Resignation for Good Reason($)		Change of Control($)		Disability($)		Death(3)($)

Compensation
	Severance		$	—	$	—	$	10,592,000	$	8,400,000	$	—	$	—	$	—
	Pro Rata Annual Incentive Plan Award			—		1,600,000		1,600,000		1,600,000		—		1,600,000		1,600,000
Equity Incentive Plan(4)
	Performance Based Restricted Stock Units
		2009 – 2011		—		1,687,062		2,811,770		2,811,770		2,811,770		1,687,062		1,687,062
		2010 – 2012		—		847,622		3,073,330		3,073,330		3,073,330		847,622		847,622
Stock Options Unvested and Accelerated				—		1,711,890		1,711,890		1,711,890		1,711,890		1,711,890		1,711,890
Time-Vested RSUs Unvested and Accelerated				—		—		—		—		—		—		—
Benefits and Perquisites:
	Accrued Vacation(5)			92,308		92,308		92,308		92,308		—		92,308		92,308
	280G Tax Gross-up			—		—		—		—		—		—		—

Total			$	92,308	$	5,938,882	$	19,881,298	$	17,689,298	$	7,596,990	$	5,938,882	$	5,938,882

Executive Benefits and Payments Upon Termination(1)		Termination for Cause; Resignation without Good Reason($)		Death or Disability; Normal Retirement($)		Termination without Cause(2)($)		Change of Control($)		Early Retirement($)

Compensation
	Severance	$	—	$	—	$	481,500	$	—	$	—
	Pro Rata Annual Incentive Plan Award		—		413,000		413,000		—		413,000
Equity Incentive Plan(3)
	Performance Based Restricted Stock Units
	2009 – 2011		—		180,751		180,751		300,794		180,751
	2010 – 2012		—		90,471		90,471		326,950		90,471
	Stock Options Unvested and Accelerated		—		185,445		83,261		185,445		185,445
	Time-Vested RSUs Unvested and Accelerated		—		81,738		69,813		81,738		81,738
Benefits and Perquisites
Accrued Vacation(4)			42,308		42,308		42,308		—		42,308

Total		$	42,308	$	993,713	$	1,361,104	$	894,927	$	993,713

Executive Benefits and Payments Upon Termination(1)		Termination for Cause; Resignation without Good Reason($)		Death or Disability; Normal Retirement($)		Termination without Cause(2)($)		Change of Control($)		Early Retirement($)

Compensation
	Severance	$	—	$	—	$	1,700,000	$	—	$	—
	Pro Rata Annual Incentive Plan Award		—		850,000		850,000		—		850,000
Equity Incentive Plan(3)
	Performance Based Restricted Stock Units
	2009 – 2011		—		180,751		180,751		300,794		180,751
	2010 – 2012		—		90,471		90,471		326,950		90,471
	Stock Options Unvested and Accelerated		—		185,445		83,361		185,445		185,445
	Time-Vested RSUs Unvested and Accelerated		—		632,060		87,426		632,060		632,060
Benefits and Perquisites
	Accrued Vacation(4)		65,385		65,385		65,385		—		65,385

Total		$	65,385	$	2,004,112	$	3,057,294	$	1,445,249	$	2,004,112

	Option Awards						Stock Awards

Name	Number of Shares Acquired on Exercise (#)			Value Realized Upon Exercise ($)			Number of Shares Acquired on Vesting (#)			Value Realized Upon Vesting ($)
Alberto Weisser		—		$	—			20,994	(3)	$	1,494,773
Andrew J. Burke		—			—			2,014	(3)		143,397
								1,289	(4)		66,409
Archibald Gwathmey		—			—			3,365	(3)		239,588
Raul Padilla		—			—			2,014	(3)		143,397
								1,709	(5)		104,437
D. Benedict Pearcy		—			—			926	(3)		65,931
Jacqualyn A. Fouse		9,668	(1)		117,455	(2)		17,259	(6)		942,169

Name	Plan Name		Present Value of Accumulated Benefits ($)(1)		Payments During Last Fiscal Year ($)

Alberto Weisser	Pension Plan	11	$	280,174	$	—
	Weisser SERP(2)	11		8,647,118		—
Andrew J. Burke	Pension Plan	9		220,548		—
	SERP	9		262,120		—
	Excess Plan	9		527,656		—
Archibald Gwathmey	Pension Plan	36		1,333,249		—
	SERP	36		2,780,804		—
	Excess Plan	36		5,122,002		—
Raul Padilla	Pension Plan	1		8,328		—
	SERP	1		—		—
	Excess Plan	1		23,340		—
D. Benedict Pearcy	Pension Plan	5		38,970		—
	SERP	5		20,076		—
	Excess Plan	5		39,913		—
Jacqualyn A. Fouse(3)	Pension Plan	—		—		—
	SERP	—		—		—
	Excess Plan	—		—		—

	Nonqualified Deferred Compensation

Name	Executive Contributions in Last FY(1) ($)			Registrant Contributions in Last FY(2) ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last FYE ($)
Alberto Weisser	$	—		$	38,200	$	33,739	$	—		$	336,613
Andrew J. Burke		—			10,200		8,284		—			69,963
Archibald Gwathmey		—			18,200		16,614		—			191,749
Raul Padilla		356,300	(3)		—		—		4,272,676	(4)		356,300
D. Benedict Pearcy		—			—		—		—			—
Jacqualyn A. Fouse		—			16,600		127,166		—			1,513,746

Executive Benefits and Payments Upon Termination(1)		Termination for Cause; Resignation without Good Reason($)		Death or Disability; Normal Retirement($)		Termination without Cause(2)($)		Change of Control($)		Early Retirement($)

Compensation
	Severance	$	—	$	—	$	875,000	$	—	$	—
	Pro Rata Annual Incentive Plan Award		—		375,000		375,000		—		375,000
Equity Incentive Plan(3)
	Performance Based Restricted Stock Units
	2009 – 2011		—		180,751		180,751		300,794		180,751
	2010 – 2012		—		90,471		90,471		326,950		90,471
	Stock Options Unvested and Accelerated		—		185,445		83,261		185,445		185,445
	Time-Vested RSUs Unvested and Accelerated		—		523,120		144,754		523,120		523,120
Benefits and Perquisites
	Accrued Vacation(4)		38,462		38,462		38,462		—		38,462

Total		$	38,462	$	1,393,249	$	1,787,699	$	1,336,309	$	1,393,249

		Amount

Separation Payment		$	1,440,000
2010 Annual Incentive Plan Award Payment			700,000
Stock Options(1)			306,025
Time-Vested Restricted Stock Units(2)			4,904,250
2008 – 2010 PBRSUs(3)			239,588
2009 – 2011 PBRSUs(3)			510,042
2010 – 2012 PBRSUs(3)			542,737
	Total	$	8,642,642

	Amount and Nature of Beneficial Ownership

	(Number of Shares)
Beneficial Owner	Direct or Indirect(1)			Voting or Investment Power(2)			Right to Acquire(3)			Percent of Class
Alberto Weisser		235,142	(4)		0			1,088,032			*
Ernest G. Bachrach		1,548			0			65,315	(5)		*
Enrique H. Boilini		1,548			0			53,908			*
Jorge Born, Jr.		17,716			0			38,824	(6)		*
Michael H. Bulkin		0			0			43,272	(7)		*
Octavio Caraballo		68,997			4,464	(8)		54,985	(9)		*
Francis Coppinger		17,700			717,642	(10)		39,318	(11)		*
Bernard de La Tour d'Auvergne Lauraguais		320,985			3	(12)		37,708			*
William Engels		1,516			0			23,308			*
L. Patrick Lupo		3,548			0			18,108			*
Larry G. Pillard		1,548			0			18,108			*
Andrew J. Burke		19,985			0			92,310			*
Carl Hausmann		34,786			0			104,610			*
Raul Padilla		29,244			0			86,727			*
D. Benedict Pearcy		2,355			0			31,665			*
Vicente Teixeira		5,281			0			24,591			*
All directors and executive officers as a group (16 persons)		761,899			722,109			1,820,789			2.2	%

	2010		2009

Audit Fees	$	12,458,000	$	11,787,000
Audit-Related Fees		553,000		402,000
Tax Fees		224,000		242,000
All Other Fees		0		0

Total	$	13,235,000	$	12,431,000