stock option awards Generally, stock options to purchase Bunge Limited common shares are non-statutory and granted at not less than fair market value on the date of grant, as determined under the Equity Incentive Plan. Options generally vest on a pro-rata basis over a three-year period on the anniversary date of the grant. Vesting may be accelerated in certain circumstances such as a change in control of Bunge.

restricted stock units Performance-based restricted stock units and time-vested restricted stock units are granted to a limited number of key employees. The performance-based restricted stock units are awarded at the beginning of a three-year performance period and vest following the end of the three-year performance period. The vesting of the performance-based restricted stock units is dependent on Bunge obtaining certain targeted cumulative earnings per share (EPS) or segment operating profit (for awards granted to employees of operating companies) during the three-year performance period. The targeted cumulative EPS under the plan is based on income per share from continuing operations adjusted for non-recurring charges and other one-time events at the discretion of Bunge's compensation committee. Vesting may be accelerated in certain situations such as a change in control of Bunge. The actual award is calculated based on a sliding scale whereby 50% of the granted performance-based restricted stock unit award vests if the minimum target is achieved. No vesting occurs if cumulative EPS or the segment operating profit is less than the minimum target. The award is capped at 150% of the grant for cumulative EPS performance in excess of the maximum target for the 2002 and 2003 grants and 200% of the grant for cumulative EPS performance or segment operating profit in excess of the maximum target for the 2004 grants. Performance-based restricted stock unit awards may be paid out, at the participant's election, subject to the discretion of Bunge's compensation committee, in cash, in Bunge Limited common shares or a combination thereof, once the specified terms and conditions of the award are satisfied. At the time of pay out, a participant holding a vested performance-based restricted stock unit award will also be entitled to receive corresponding dividend equivalent payments.

The time-vested restricted stock unit awards are subject to vesting periods varying from three to four years and vest on a pro-rata basis over the applicable vesting period or at the end of the applicable vesting period. Vesting may be accelerated in certain circumstances such as a change in control of Bunge. The time-vested restricted stock units are paid out in Bunge Limited common shares once the applicable vesting terms are satisfied. At the time of pay out, a participant holding a time-vested restricted stock unit award will also be entitled to receive corresponding dividend equivalent payments.

Compensation expense related to these restricted stock unit awards is based on the quoted market price of Bunge's common shares and is recorded in the consolidated statements of income based on the vesting terms. In accordance with APB No. 25, Bunge recorded compensation expense of $25 million, $9 million and $7 million for the years ended December 31, 2004, 2003 and 2002, respectively, for grants of restricted stock unit awards.

At December 31, 2004 and 2003, there were 763,208 and 452,862, respectively, of primarily performance-based restricted stock units granted that had not yet vested. During 2004, Bunge issued approximately 74,894 shares with a weighted average fair value of $38.52 per share primarily pursuant to outstanding performance-based restricted stock unit awards that had become vested.

non-employee directors' equity incentive plan In 2001, Bunge established its Non-Employee Directors' Equity Incentive Plan (Directors' Plan). The Directors' Plan is a shareholder approved plan. The Directors' Plan provides for awards of non-statutory stock options to non-employee directors. The options vest and are exercisable on the January 1st following the date of grant, assuming the director continues service as a member of the Board of Directors of Bunge until such date. Vesting may be accelerated in certain situations such as a change in control of Bunge.

available options Bunge has reserved 11,067,145 and 553,357 common shares for grants of stock options and other stock awards under the Equity Incentive Plan and the Directors' Plan, respectively. At December 31, 2004, 5,322,918 and 166,357 common shares were available for grant under the Equity Incentive Plan and Directors' Plan, respectively. The Equity Incentive Plan and the Directors' Plan provide that up to 10.0% and 0.5%, respectively, of Bunge's total outstanding common shares may be reserved for issuance pursuant to awards under the plans. Therefore, the number of shares reserved under the plans will increase as the number of Bunge's total issued common shares outstanding increases.

A summary of Bunge's stock option activity for the Equity Incentive Plan and the Directors' Plan and related information was as follows:

		Number of Shares		Weighted Average Exercise Price per Share
Options outstanding at
	January 1, 2002	2,137,372		$	16.74
Granted		1,164,100			21.61
Exercised		(83,500	)		16.91
Forfeited		(37,213	)		15.95
Expired		–			–
Options outstanding at
	December 31, 2002	3,180,759		$	18.53
Granted		1,123,800			25.22
Exercised		(407,653	)		17.54
Forfeited		(21,666	)		20.38
Expired		–			–
Options outstanding
	at December 31, 2003	3,875,240		$	20.57
Granted		801,600			36.93
Exercised		(913,238	)		19.09
Forfeited		(43,300	)		26.00
Expired		–			–
Options outstanding at
	December 31, 2004	3,720,302		$	24.40
Exercisable options:
December 31, 2002		973,378		$	17.09
December 31, 2003		1,726,865		$	18.28
December 31, 2004		1,950,706		$	19.49

Information regarding stock options outstanding and exercisable at December 31, 2004, was as follows:

	Range of Exercise Prices
	$15.88–$16.00		$18.88–$21.61		$21.62–$25.22		$35.46–$37.08
Options outstanding:
Number	781,812		1,179,344		966,146		793,000
Weighted average exercise price	$	15.97	$	20.88	$	25.22	$	36.93
Weighted average remaining contractual life in years		5.8		6.7		8.1		9.2
Options exercisable:
Number	781,812		852,546		316,348		–
Weighted average exercise price	$	15.97	$	20.60	$	25.22	$	–