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<TYPE>F-1
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<CONFORMED-NAME>BUNGE LTD
<CIK>0001144519
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<BUSINESS-ADDRESS>
<STREET1>50 MAIN STREET
<CITY>WHITE PLAINS
<STATE>NY
<ZIP>10606
<PHONE>9146842800
</BUSINESS-ADDRESS>
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<CITY>WHITE PLAINS
<STATE>NY
<ZIP>10606
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<DESCRIPTION>F-1
<TEXT>

<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001
                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM F-1

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                           --------------------------

                                 BUNGE LIMITED

             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                   <C>                                   <C>
              BERMUDA                                 2070                                  N/A
 (PROVINCE OR OTHER JURISDICTION OF       (PRIMARY STANDARD INDUSTRIAL      (I.R.S. EMPLOYER IDENTIFICATION NO.,
   INCORPORATION OR ORGANIZATION)         CLASSIFICATION CODE NUMBER)                  IF APPLICABLE)
</TABLE>

                                 50 MAIN STREET
                          WHITE PLAINS, NEW YORK 10606
                                 (914) 684-2800

  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL
                               EXECUTIVE OFFICES)

                                 BUNGE LIMITED
                                 50 MAIN STREET
                          WHITE PLAINS, NEW YORK 10606
              ATTENTION: WILLIAM M. WELLS, CHIEF FINANCIAL OFFICER
                                 (914) 684-2800

           (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
                           --------------------------

                                   Copies to:

<TABLE>
<S>                                                 <C>
             ANDREW B. JANSZKY                                     JEFFREY SMALL
            SHEARMAN & STERLING                                DAVIS POLK & WARDWELL
            599 LEXINGTON AVENUE                                450 LEXINGTON AVENUE
          NEW YORK, NEW YORK 10022                            NEW YORK, NEW YORK 10017
               (212) 848-4000                                      (212) 450-4000
</TABLE>

                           --------------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act, check
the following box. / /

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
                           --------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                  PROPOSED MAXIMUM     PROPOSED MAXIMUM
 TITLE OF EACH CLASS OF SECURITIES TO          AMOUNT TO           OFFERING PRICE          AGGREGATE           AMOUNT OF
             BE REGISTERED                BE REGISTERED(1)(2)       PER SHARE(3)       OFFERING PRICE(3)   REGISTRATION FEE
<S>                                      <C>                     <C>                  <C>                  <C>
Common Shares, par value $.01 per          20,240,000 common             $18             $364,320,000           $91,080
  share................................          shares
Series A Preference Share Purchase                N/A                    N/A                  N/A                 N/A
  Rights(4)............................
</TABLE>

(1) A portion of the shares registered represents shares that are to be offered
    outside the United States but that may be resold from time to time in the
    United States. Such shares are not being registered for the purpose of sales
    outside the United States.

(2) Includes 2,640,000 common shares that the underwriters have the option to
    purchase to cover over-allotments, if any.

(3) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(a) under the Securities Act of 1933, as amended.

(4) A right to purchase a fraction of a share of the Company's Series A
    Preference Shares is attached to each common share. See "Description of
    Share Capital." No value is attributable to a right.
                         ------------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)
OF THE ACT, MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED JULY 13, 2001

                               17,600,000 SHARES

                                     [LOGO]

                                 BUNGE LIMITED

                                 COMMON SHARES

                               -----------------

BUNGE LIMITED IS OFFERING 17,600,000 OF ITS COMMON SHARES. THIS IS OUR INITIAL
PUBLIC OFFERING AND NO PUBLIC MARKET CURRENTLY EXISTS FOR OUR SHARES. WE
ANTICIPATE THAT THE INITIAL PUBLIC OFFERING PRICE WILL BE BETWEEN $16 AND $18
PER SHARE.

                              -------------------

WE HAVE APPLIED TO LIST OUR COMMON SHARES ON THE NEW YORK STOCK EXCHANGE UNDER
THE SYMBOL "BG."

                              -------------------

INVESTING IN OUR COMMON SHARES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 13.
                               -----------------

                           PRICE $            A SHARE

                              -------------------

<TABLE>
<CAPTION>
                                                                   UNDERWRITING
                                                                   DISCOUNTS AND         PROCEEDS TO
                                             PRICE TO PUBLIC        COMMISSIONS         BUNGE LIMITED
                                           -------------------  -------------------  -------------------
<S>                                        <C>                  <C>                  <C>
PER SHARE................................           $                    $                    $
TOTAL....................................           $                    $                    $
</TABLE>

WE HAVE GRANTED THE UNDERWRITERS THE RIGHT TO PURCHASE UP TO AN ADDITIONAL
2,640,000 COMMON SHARES TO COVER OVER-ALLOTMENTS.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MORGAN STANLEY & CO. INCORPORATED EXPECTS TO DELIVER THE SHARES TO PURCHASERS
ON       , 2001.

                              -------------------

MORGAN STANLEY                                        CREDIT SUISSE FIRST BOSTON
                               -----------------

DEUTSCHE BANC ALEX. BROWN
                   MERRILL LYNCH & CO.
                                      PRUDENTIAL SECURITIES
                                                       SALOMON SMITH BARNEY

         , 2001
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                         PAGE
                                       --------
<S>                                    <C>
Summary..............................       3
Risk Factors.........................      13
Special Note Regarding
  Forward-Looking Statements and
  Industry Data......................      22
Use of Proceeds......................      23
Dividend Policy......................      23
Capitalization.......................      24
Dilution.............................      25
Selected Consolidated Financial
  Data...............................      26
Unaudited Pro Forma Consolidated
  Financial Information..............      29
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations......................      32
Industry Overview....................      52
</TABLE>

<TABLE>
Business.............................      58
Management...........................      75
<CAPTION>
                                         PAGE
                                       --------
<S>                                    <C>
Principal Shareholders...............      83
Related Party Transactions...........      84
Description of Share Capital.........      85
Shares Eligible for Future Sale......      94
Taxation.............................      95
Underwriters.........................      99
Enforcement of Civil Liabilities.....     103
Legal Matters........................     103
Experts..............................     103
Where You Can Find Additional
  Information........................     104
Index to Consolidated Financial
  Statements.........................     F-1
</TABLE>

                            ------------------------

    You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, our common shares only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of the common shares.

                            ------------------------

    WE HAVE NOT TAKEN ANY ACTION TO PERMIT A PUBLIC OFFERING OF THE COMMON
SHARES OUTSIDE THE UNITED STATES OR TO PERMIT THE POSSESSION OR DISTRIBUTION OF
THIS PROSPECTUS OUTSIDE THE UNITED STATES. PERSONS OUTSIDE THE UNITED STATES WHO
HAVE COME INTO POSSESSION OF THIS PROSPECTUS MUST INFORM THEMSELVES ABOUT AND
OBSERVE RESTRICTIONS RELATING TO THE OFFERING OF THE COMMON SHARES AND THE
DISTRIBUTION OF THIS PROSPECTUS OUTSIDE OF THE UNITED STATES.

    UNTIL         , 2001, 25 DAYS AFTER THE DATE OF THIS PROSPECTUS, ALL DEALERS
THAT BUY, SELL OR TRADE OUR COMMON SHARES, WHETHER OR NOT PARTICIPATING IN THIS
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY REQUIREMENT IS
IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

    CONSENT UNDER THE EXCHANGE CONTROL ACT 1972 (AND ITS RELATED REGULATIONS)
HAS BEEN OBTAINED FROM THE BERMUDA MONETARY AUTHORITY FOR THE ISSUE AND TRANSFER
OF THE COMMON SHARES TO AND BETWEEN NON-RESIDENTS OF BERMUDA FOR EXCHANGE
CONTROL PURPOSES PROVIDED OUR SHARES REMAIN LISTED ON AN APPOINTED STOCK
EXCHANGE, WHICH INCLUDES THE NEW YORK STOCK EXCHANGE. PRIOR TO THIS OFFERING,
THIS PROSPECTUS WILL BE FILED WITH THE REGISTRAR OF COMPANIES IN BERMUDA IN
ACCORDANCE WITH BERMUDA LAW. IN GRANTING SUCH CONSENT AND IN ACCEPTING THIS
PROSPECTUS FOR FILING, NEITHER THE BERMUDA MONETARY AUTHORITY NOR THE REGISTRAR
OF COMPANIES IN BERMUDA ACCEPTS ANY RESPONSIBILITY FOR OUR FINANCIAL SOUNDNESS
OR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS
PROSPECTUS.

                                       2
<PAGE>
                                    SUMMARY

    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS"
SECTION AND OUR CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES TO THOSE
FINANCIAL STATEMENTS, BEFORE DECIDING WHETHER OR NOT TO PURCHASE OUR COMMON
SHARES. IN THIS PROSPECTUS, THE TERMS "BUNGE," "WE," "US" AND "OUR" MEAN BUNGE
LIMITED, OUR CONSOLIDATED SUBSIDIARIES AND PREDECESSOR COMPANIES, UNLESS WE
INDICATE OTHERWISE.

                                 BUNGE LIMITED

OVERVIEW

    We are an integrated, global agribusiness and food company operating in the
farm-to-consumer food chain, which ranges from raw materials such as grains and
fertilizers to retail food products such as flour and margarine. We have primary
operations in North and South America and worldwide distribution capabilities.
We conduct our operations in three divisions: agribusiness, fertilizer and food
products. In 2000, we had total net sales of $9,667 million and in the first
quarter of 2001, we had total net sales of $2,472 million. We believe we are:

    - the largest processor of soybeans in the Americas and among the world's
      leading exporters of soybean products based on volumes;

    - the largest fertilizer producer and supplier to farmers in Latin America
      based on volumes;

    - the market leader in edible oils and shortenings in Brazil and in premium
      edible oils in the United States based on sales;

    - among the world's largest corn dry millers and the largest wheat miller in
      Latin America based on volumes; and

    - one of three major manufacturers of isolated soybean protein worldwide
      based on sales and volumes.

OUR BUSINESS

    AGRIBUSINESS

    Our agribusiness division consists of three business lines: grain
origination, oilseed processing and international marketing. Our grain
origination activities include buying, storing and merchandising agricultural
commodities. Our oilseed processing operations involve crushing soybeans to
produce meal and oil. Our international marketing operations link our grain
origination and oilseed processing operations with our overseas customers while
also providing value-added financial, transportation and other services to those
customers. Our primary grain origination and oilseed processing assets are
located in the United States, Brazil and Argentina. We have international
marketing offices in 17 countries. Net sales in our agribusiness division were
$6,327 million in 2000, or 65% of our total net sales, and $1,765 million in the
first quarter of 2001, or 71% of our total net sales.

    FERTILIZER

    Our fertilizer division is involved in every stage of the fertilizer
industry, from mining of raw materials to sales of mixed fertilizer formulas.
Our fertilizer activities are located primarily in Brazil, and we are currently
the only integrated fertilizer producer in Brazil. We are also the leading
producer of phosphate-based animal feed ingredients in South America in terms of
tonnage. Net sales in our fertilizer division were $1,466 million in 2000, or
15% of our total net sales, and $283 million in the first quarter of 2001, or
11% of our total net sales.

    FOOD PRODUCTS

    Our food products division consists of four business lines: edible oil
products, wheat milling and bakery products, soy ingredients and corn products.
These businesses produce and sell food products such

                                       3
<PAGE>
as shortenings, edible oils, margarine, mayonnaise, milled products, bakery
mixes, baked goods and food ingredients to food processors, foodservice
companies and retail outlets. Our food products division, primarily located in
the United States and in Brazil, benefits from a stable source of soybeans,
crude vegetable oils, wheat and corn provided by our agribusiness operations.
Net sales in our food products division were $1,874 million in 2000, or 20% of
our total net sales, and $424 million in the first quarter of 2001, or 18% of
our total net sales.

INDUSTRY OVERVIEW

    Key industry trends that are expanding our business opportunities include:

    AGRIBUSINESS

    - GROWTH IN INCOME AND POPULATION. Income and population are the most
      important factors affecting the demand for food and animal feed. As
      incomes rise, food consumption increases, diets diversify to include more
      products such as edible oils and meats, and consumption patterns change to
      include processed foods and foods prepared away from home which typically
      make higher use of edible oils.

    - GROWING GLOBAL DEMAND FOR FOOD. The global demand for food continues to
      grow. As a result, global consumption of agricultural commodities is
      growing despite regional economic downturns and adverse political
      conditions.

    - SOYBEANS PROVIDE THE PRINCIPAL PROTEIN MEAL AND MOST WIDELY USED EDIBLE
      OIL. Soybean meal is the preferred and dominant protein source for many
      animal feed industries, particularly pork and poultry. The recent concern
      over mad cow disease and the European Union ban on the use of meat and
      bone meal in animal feed reinforces these preferences. In addition,
      soybean oil is the most widely used edible oil, representing 29% of the
      total edible oil consumed worldwide.

    - INFLUENCE OF GEOGRAPHIC FACTORS. The availability of arable land, suitable
      climate and adequate infrastructure are essential to successful
      agricultural production. Countries such as the United States, Brazil and
      Argentina that can produce surplus crops cost-effectively and efficiently,
      supply those countries that have production deficits. We believe that an
      increase in global demand for agricultural commodities should result in an
      increase in exports of agricultural commodities and commodity products
      from these countries.

    - EFFECTS OF CYCLICALITY ON THE OILSEED PROCESSING INDUSTRY. Profitability
      in the oilseed processing industry is cyclical in nature. Although the
      oilseed processing industry has recently experienced a period of excess
      industry capacity resulting in a decline in profitability, this industry
      has recently begun showing signs of recovery.

    - BARRIERS TO ENTRY IN THE AGRIBUSINESS INDUSTRY. The scale and global reach
      required to compete effectively in the agribusiness industry, as well as
      the need for extensive logistics capabilities, a reliable supply of
      agricultural commodities inventory and significant intellectual capital,
      represent barriers to entry into the agribusiness industry and create a
      more favorable competitive environment for established market
      participants.

    FERTILIZER

    - LOW CROP YIELDS AND EXPANSION OF ARABLE LAND IN THE BRAZILIAN AGRICULTURAL
      SECTOR. Although Brazil is the fastest growing major fertilizer
      consumption market in the world, Brazil's fertilizer consumption is still
      significantly lower per hectare than in developed countries. According to
      the Brazilian Ministry of Agriculture, the use of fertilizers in Brazil is
      expected to continue to increase, primarily due to the continued
      conversion of Brazil's large reserve of arable land to agricultural
      production and efforts to increase low crop yields in areas currently
      under cultivation.

    - LOGISTICS MANAGEMENT AND ACCESS TO DOMESTIC RAW MATERIALS. An efficient
      logistics network is important in the Brazilian fertilizer industry, as
      the Brazilian transportation infrastructure is not as

                                       4
<PAGE>
      advanced as in developed countries. In addition, access to a domestic
      supply of raw materials and the ability to back-haul, or transport goods
      such as agricultural commodities from inland locations to export-import
      points, can create significant cost advantages for companies in this
      industry.

    - CONSOLIDATION IN THE BRAZILIAN FERTILIZER INDUSTRY. The Brazilian
      fertilizer industry has experienced consolidation as a result of mergers
      and the exit from the market of a number of small, regional retail
      companies.

    FOOD PRODUCTS

    - CHANGING CONSUMER CONSUMPTION PATTERNS. Changes in population, income
      levels and other demographic factors affect the demand for food products.
      As buying decisions become more convenience-oriented, consumption of
      prepared foods and foods eaten away from home increases.

    - CUSTOMER CONSOLIDATION AND MIGRATION. The trend towards consolidation of
      the supermarket sector in the United States and Latin America and the
      emergence of club stores have stimulated the private label market. In
      addition, the United States in-store bakery market has experienced a
      migration from the use of baking mixes to frozen dough, partially-baked
      and thaw-and-serve products.

    - IMPORTANCE OF DISTRIBUTION CHANNELS. The ability to sell multiple products
      through the same distribution channels represents a significant advantage.
      While a well-established domestic food distribution system exists in the
      United States, food distribution channels in Brazil are still developing
      and are a growth area in the food products industry.

    - GROWING DEMAND FOR FOODS OFFERING HEALTH BENEFITS. Soy proteins are an
      important substitute for animal protein and have functional
      characteristics with wide applications in the processed meat and bakery
      industries. Soy-based food ingredients are also at the forefront of the
      growing nutraceutical foods market that offers favorable profit margins.
      Nutraceutical foods are intended to produce specific health benefits.

OUR COMPETITIVE STRENGTHS

    We believe our business benefits from the following competitive strengths:

    - SIGNIFICANT SYNERGIES WITHIN AND AMONG OUR BUSINESSES. By operating in
      complementary businesses throughout the food supply chain, we enjoy
      significant operating advantages and logistical efficiencies.

    - GEOGRAPHIC BALANCE AND POSITIONING. We have substantial agricultural
      commodities origination facilities in both the northern and southern
      hemispheres and are the only agricultural commodities company with a near
      equal balance between them, ensuring a year-round supply of oilseeds and
      grains.

    - DOLLAR-DENOMINATED OR DOLLAR-LINKED GLOBAL BUSINESS. Our net sales in our
      agribusiness and U.S.-based food products divisions are either denominated
      in, or linked to, the U.S. dollar. Furthermore, the Brazilian fertilizer
      industry has historically been able to adjust its sales prices in response
      to the effects of exchange rate fluctuations on imported raw material
      costs.

    - SCALE, QUALITY AND STRATEGIC LOCATION OF OUR FACILITIES. We operate large,
      efficient and well maintained agricultural commodities storage and oilseed
      processing facilities, generating economies of scale and reducing overall
      costs. We have also selectively located many of our facilities in close
      proximity to our suppliers, domestic customers, edible oil refineries and
      key export points to reduce transportation costs and delivery times for
      our products.

    - WELL-POSITIONED IN HIGHER GROWTH AREAS OF OUR MARKETS. We believe that we
      are well-positioned in the higher growth areas of the markets in which we
      operate. For example, in our agribusiness division, we have a leading
      position in originating and processing soybeans in our principal markets
      and exporting soybean products, the consumption of which is rising faster
      than other oilseeds or grains. In our fertilizer division, our market
      leadership position in the Brazilian fertilizer industry will

                                       5
<PAGE>
      enable us to capitalize on anticipated accelerated growth in the Brazilian
      fertilizer market. In our food products division, we are well-positioned
      in the fast-growing soy ingredients market due to our significant
      production of isolated soybean proteins.

    - BROAD RANGE OF PRODUCTS AND SERVICES PROVIDED TO CUSTOMERS. We offer
      multiple services and support to our customers in each of our divisions,
      enabling us to expand our revenue base and customer relationships. Our
      agribusiness division provides financing, storage, freight services, trade
      finance, risk management and the ability to procure fertilizer products
      for customers. Our fertilizer business provides technical assistance to
      farmers by assisting in the application of fertilizers. In our food
      products division, we work with customers on product applications and new
      product development.

OUR BUSINESS STRATEGY

    Our objective is to continue expanding our business and increasing our
profitability by focusing on the following key strategies:

    - EXPAND OUR CORE BUSINESSES THROUGH INTERNAL GROWTH. We intend to continue
      to grow by selectively expanding and extending our operations in each of
      our divisions. For example, we plan to continue to expand our global
      distribution capabilities in our agribusiness division through our growing
      network of international marketing offices. We also intend to expand our
      fertilizer operations into Argentina.

    - PURSUE STRATEGIC ACQUISITIONS AND ALLIANCES. We have a long record of
      expansion through acquisitions and intend to continue to pursue selective
      strategic acquisitions and alliances. Most recently, in 2000 we acquired a
      controlling interest in Manah, S.A., a Brazilian fertilizer company, which
      solidified our leading market share position in the Brazilian fertilizer
      industry and improved our access to raw materials.

    - INCREASE OUR PRODUCTION OF SOYBEAN-BASED FUNCTIONAL INGREDIENTS AND
      NUTRACEUTICALS. We intend to apply our significant capital resources and
      expertise to expand our manufacturing capacity of soy ingredients and
      pursue acquisitions and alliances in order to achieve greater market
      presence in this high margin, fast-growing business. We also plan to
      expand our product capabilities to include a new line of soybean-based
      micro-ingredients to be used in the production of nutraceutical foods.

    - EXPAND INTO HIGHER GROWTH ASIAN MARKETS. We intend to increase our
      existing presence in China and India, countries that are expected to
      generate much of the world's demand for grains and oilseed products. For
      example, we are currently exploring grain origination and oilseed
      processing opportunities in India.

    - IMPROVE OUR ASSET EFFICIENCY. We intend to continue to increase our
      capacity utilization by improving our operating efficiency and expanding
      efficient facilities. We also plan to further develop our logistics and
      transportation capabilities in order to reduce costs and have undertaken
      several Internet-based initiatives designed to improve customer contact.

    - OPTIMIZE OUR CORPORATE CAPITAL STRUCTURE. We began restructuring our
      outstanding debt in 2000 by raising $1 billion in the international
      capital markets, which was used primarily to reduce high-cost third party
      borrowings of our Brazilian subsidiaries. We intend to become more
      efficient in our use of working capital, lower our interest costs, reduce
      our foreign exchange transaction risk, increase our access to
      international capital markets and pursue other means of lowering our cost
      of capital.

    Our business and profitability are affected by trends in international
prices and demand for agricultural commodities, as well as industry-wide levels
of processing capacity for those commodities. Our profitability is also affected
by currency fluctuations. In 1999, primarily as a result of adverse industry
conditions and the effects of the devaluation of the Brazilian REAL, we incurred
a net loss of $5 million. The industries in which we operate are also highly
competitive and require high levels of working capital. These factors could make
it difficult for us to achieve our goals. For a more detailed discussion of the
risks we face, you should read "Risk Factors."

                                       6
<PAGE>
CORPORATE STRUCTURE

    The following diagram shows our corporate structure and our material
subsidiaries as of March 31, 2001:

                                    [CHART]

                            ------------------------

    Our principal executive offices are located at 50 Main Street, White Plains,
New York 10606 and our telephone number is (914) 684-2800. Our registered office
is located at 2 Church Street, Hamilton, Bermuda. Our web site address is
www.bunge.com. Information contained in or connected to our web site is not a
part of this prospectus.

    This prospectus contains our trademarks, including our logo. Each trademark,
trade name or service mark of any other company appearing in this prospectus
belongs to its respective holder.

                                       7
<PAGE>
                                  THE OFFERING

    UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS ASSUMES THE
UNDERWRITERS DO NOT EXERCISE THEIR OVER-ALLOTMENT OPTION AND GIVES EFFECT TO AN
EXCHANGE OF OUR 12,000 COMMON SHARES, PAR VALUE US$1 PER SHARE, FOR 1.2 MILLION
COMMON SHARES, PAR VALUE US$.01 PER SHARE, WITH OUR SOLE SHAREHOLDER AND A
52.65-FOR-1 SHARE DIVIDEND EFFECTED IN JULY 2001.

<TABLE>
<S>                                            <C>
Common shares offered........................  17,600,000 shares

Common shares to be outstanding after this
  offering...................................  81,980,000 shares

Over-allotment option........................  2,640,000 shares

Use of proceeds..............................  We expect to receive net proceeds from this
                                               offering of approximately $278 million. We
                                               intend to use the net proceeds to reduce
                                               indebtedness under our commercial paper
                                               program.

Dividend policy..............................  We intend to pay cash dividends to our share-
                                               holders on an annual basis. Any determination
                                               to pay dividends will, subject to the
                                               provisions of Bermuda law, be at the
                                               discretion of our board of directors and will
                                               depend on a variety of factors.

Proposed New York Stock Exchange symbol......  BG

Expected timetable
    Commencement of marketing of the
      offering...............................  July 13, 2001
    Announcement of offer price and
      allocations............................  Week of July 30, 2001
    Allocation of common shares..............  Week of July 30, 2001
    Listing of the common shares on the New
      York Stock Exchange....................  Week of July 30, 2001
    Settlement and delivery of common
      shares.................................  Week of August 6, 2001
</TABLE>

    Depending on market conditions, this expected timetable may be modified.

    The number of common shares to be outstanding after this offering does not
include stock appreciation rights and phantom units outstanding as of June 30,
2001 that we intend to convert into stock options and restricted stock awards
representing an estimated 1,245,403 common shares at the closing of this
offering.

                                       8
<PAGE>
                             SUMMARY FINANCIAL DATA

    The following table summarizes our consolidated financial information. You
should read this information together with "Management's Discussion and Analysis
of Financial Condition and Results of Operations", our audited consolidated
financial statements, our unaudited consolidated interim financial statements
and the notes to our consolidated financial statements included elsewhere in
this prospectus. Our consolidated financial statements are prepared in U.S.
dollars and in accordance with accounting principles generally accepted in the
United States of America.

    The pro forma consolidated statements of income data gives effect to our
acquisition of Manah S.A. as if it had occurred on January 1, 2000. For more
information regarding this pro forma information, you should read "Unaudited Pro
Forma Consolidated Financial Information." The historical as adjusted per share
data and the consolidated balance sheet data give effect to this offering, at an
assumed initial public offering price of $17 per share, after deducting
estimated underwriting discounts and commissions and offering expenses payable
by us. The pro forma as adjusted per share data give effect to this offering and
our acquisition of Manah S.A.
<TABLE>
<CAPTION>

                                              YEAR ENDED DECEMBER 31,
                         ------------------------------------------------------------------
                                                                                 PRO FORMA
                            1997          1998          1999          2000         2000
                         -----------   -----------   -----------   ----------   -----------
                                                                                (UNAUDITED)
                                      (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                      <C>           <C>           <C>           <C>          <C>
CONSOLIDATED STATEMENTS
  OF INCOME DATA:
Net sales..............  $     7,484   $     9,103   $     8,075   $    9,667   $    9,782
Cost of goods sold.....        7,026         8,433         7,463        8,935        9,029
Impairment and
  restructuring
  charges..............           --            --            --           49           49
                         -----------   -----------   -----------   ----------   -----------
Gross profit...........          458           670           612          683          704
Selling, general and
  administrative
  expenses.............          338           374           332          387          400
                         -----------   -----------   -----------   ----------   -----------
Income from
  operations...........          120           296           280          296          304
Non-operating income
  (expense)--net.......           19          (120)         (296)        (225)        (229)
                         -----------   -----------   -----------   ----------   -----------
Income (loss) before
  income tax, minority
  interest,
  discontinued
  operations,
  extraordinary item
  and cumulative effect
  of change in
  accounting
  principle............          139           176           (16)          71           75
Income tax (expense)
  benefit..............          (38)          (43)           27          (12)         (13)
                         -----------   -----------   -----------   ----------   -----------
Income before minority
  interest,
  discontinued
  operations,
  extraordinary item
  and cumulative effect
  of change in
  accounting
  principle............          101           133            11           59           62
Minority interest......           (3)          (33)            4          (37)         (44)
                         -----------   -----------   -----------   ----------   -----------
Income (loss) before
  discontinued
  operations,
  extraordinary item
  and cumulative effect
  of change in
  accounting
  principle............           98           100            15           22           18

<CAPTION>
                                   THREE MONTHS ENDED
                                        MARCH 31,
                         ---------------------------------------
                                        PRO FORMA
                            2000          2000          2001
                         -----------   -----------   -----------
                         (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
                         (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                      <C>           <C>           <C>
CONSOLIDATED STATEMENTS
  OF INCOME DATA:
Net sales..............  $    2,005         2,120    $     2,472
Cost of goods sold.....       1,911         2,005          2,316
Impairment and
  restructuring
  charges..............          --            --             --
                         -----------   -----------   -----------
Gross profit...........          94           115            156
Selling, general and
  administrative
  expenses.............          80            93             82
                         -----------   -----------   -----------
Income from
  operations...........          14            22             74
Non-operating income
  (expense)--net.......         (12)          (16)           (73)
                         -----------   -----------   -----------
Income (loss) before
  income tax, minority
  interest,
  discontinued
  operations,
  extraordinary item
  and cumulative effect
  of change in
  accounting
  principle............           2             6              1
Income tax (expense)
  benefit..............          (1)           (2)            --
                         -----------   -----------   -----------
Income before minority
  interest,
  discontinued
  operations,
  extraordinary item
  and cumulative effect
  of change in
  accounting
  principle............           1             4              1
Minority interest......          (6)          (13)            (5)
                         -----------   -----------   -----------
Income (loss) before
  discontinued
  operations,
  extraordinary item
  and cumulative effect
  of change in
  accounting
  principle............          (5)           (9)            (4)
</TABLE>

                                       9
<PAGE>
<TABLE>
<CAPTION>

                                              YEAR ENDED DECEMBER 31,
                         ------------------------------------------------------------------
                                                                                 PRO FORMA
                            1997          1998          1999          2000         2000
                         -----------   -----------   -----------   ----------   -----------
                                                                                (UNAUDITED)
                                      (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                      <C>           <C>           <C>           <C>          <C>
Loss from discontinued
  operations, net of
  tax benefit of $0
  (1997), $7 (1998), $3
  (1999), $1 (2000), $0
  (March 31, 2000).....           (2)           (8)          (20)         (10)
Gain on disposal of
  discontinued
  operations, net of
  tax of $0............           --            --            --           --
                         -----------   -----------   -----------   ----------
Income (loss) before
  extraordinary item
  and cumulative effect
  of change in
  accounting
  principle............           96            92            (5)          12
Extraordinary item-loss
  on early
  extinguishment of
  debt.................          (13)           --            --           --
                         -----------   -----------   -----------   ----------
Net income (loss)
  before cumulative
  effect of change in
  accounting
  principle............           83            92            (5)          12
Cumulative effect of
  change in accounting
  principle, net of tax
  of $4................           --            --            --           --
                         -----------   -----------   -----------   ----------
Net income (loss)......  $        83   $        92   $        (5)  $       12
                         ===========   ===========   ===========   ==========

PER SHARE DATA:
Earnings per common
  share--basic and
  diluted:
  Income (loss) before
    discontinued
    operations,
    extraordinary item
    and cumulative
    effect of change in
    accounting
    principle..........  $      1.52   $      1.55   $       .23   $      .34   $      .28
  Discontinued
    operations.........         (.03)         (.12)         (.31)        (.15)
  Extraordinary item...         (.20)           --            --           --
  Cumulative effect of
    change in
    accounting
    principle..........           --            --            --           --
                         -----------   -----------   -----------   ----------
  Net income (loss) per
  share................  $      1.29   $      1.43   $      (.08)  $      .19
                         ===========   ===========   ===========   ==========
Cash dividends per
  common share.........  $        --   $       .31   $        --   $       --
Weighted average common
  shares outstanding...   64,380,000    64,380,000    64,380,000   64,380,000   64,380,000

<CAPTION>
                                   THREE MONTHS ENDED
                                        MARCH 31,
                         ---------------------------------------
                                        PRO FORMA
                            2000          2000          2001
                         -----------   -----------   -----------
                         (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
                         (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                      <C>           <C>           <C>
Loss from discontinued
  operations, net of
  tax benefit of $0
  (1997), $7 (1998), $3
  (1999), $1 (2000), $0
  (March 31, 2000).....          (3)                          --
Gain on disposal of
  discontinued
  operations, net of
  tax of $0............          --                            3
                         -----------                 -----------
Income (loss) before
  extraordinary item
  and cumulative effect
  of change in
  accounting
  principle............          (8)                          (1)
Extraordinary item-loss
  on early
  extinguishment of
  debt.................          --                           --
                         -----------                 -----------
Net income (loss)
  before cumulative
  effect of change in
  accounting
  principle............          (8)                          (1)
Cumulative effect of
  change in accounting
  principle, net of tax
  of $4................          --                            7
                         -----------                 -----------
Net income (loss)......  $       (8)                 $         6
                         ===========                 ===========
PER SHARE DATA:
Earnings per common
  share--basic and
  diluted:
  Income (loss) before
    discontinued
    operations,
    extraordinary item
    and cumulative
    effect of change in
    accounting
    principle..........  $     (.08)   $     (.14)   $      (.06)
  Discontinued
    operations.........        (.04)                         .04
  Extraordinary item...          --                           --
  Cumulative effect of
    change in
    accounting
    principle..........          --                          .11
                         -----------                 -----------
  Net income (loss) per
  share................  $     (.12)                 $       .09
                         ===========                 ===========
Cash dividends per
  common share.........  $       --                  $        --
Weighted average common
  shares outstanding...  64,380,000    64,380,000     64,380,000
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                              YEAR ENDED DECEMBER 31,
                         ------------------------------------------------------------------
                                                                                 PRO FORMA
                            1997          1998          1999          2000         2000
                         -----------   -----------   -----------   ----------   -----------
                                                                                (UNAUDITED)
                                      (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                      <C>           <C>           <C>           <C>          <C>
AS ADJUSTED PER SHARE
  DATA (1):
Earnings per common
  share--basic and
  diluted:
  Income (loss) before
    discontinued
    operations,
    extraordinary item
    and cumulative
    effect of change in
    accounting
    principle..........                                            $     0.34   $     0.29
  Discontinued
    operations.........                                                 (0.12)
  Extraordinary item...                                                    --
  Cumulative effect of
    change in
    accounting
    principle..........                                                    --
                                                                   ----------
  Net income (loss) per
    share..............                                            $     0.22
                                                                   ==========
Weighted average common
  shares outstanding...                                            81,980,000   81,980,000

<CAPTION>
                                   THREE MONTHS ENDED
                                        MARCH 31,
                         ---------------------------------------
                                        PRO FORMA
                            2000          2000          2001
                         -----------   -----------   -----------
                         (UNAUDITED)   (UNAUDITED)   (UNAUDITED)
                         (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                      <C>           <C>           <C>
AS ADJUSTED PER SHARE
  DATA (1):
Earnings per common
  share--basic and
  diluted:
  Income (loss) before
    discontinued
    operations,
    extraordinary item
    and cumulative
    effect of change in
    accounting
    principle..........  $    (0.06)   $    (0.11)   $        --
  Discontinued
    operations.........       (0.04)                        0.03
  Extraordinary item...          --                           --
  Cumulative effect of
    change in
    accounting
    principle..........          --                         0.09
                         -----------                 -----------
  Net income (loss) per
    share..............  $    (0.10)                 $      0.12
                         ===========                 ===========
Weighted average common
  shares outstanding...  81,980,000    81,980,000     81,980,000
</TABLE>

<TABLE>
<CAPTION>
                                                                                                          THREE MONTHS ENDED
                                                          YEAR ENDED DECEMBER 31,                             MARCH 31,
                                             --------------------------------------------------      ----------------------------
                                               1997          1998          1999          2000           2000             2001
                                             --------      --------      --------      --------      -----------      -----------
                                                                                                     (UNAUDITED)      (UNAUDITED)
                                                                              (US$ IN MILLIONS)
<S>                                          <C>           <C>           <C>           <C>           <C>              <C>
OTHER DATA:
EBITDA(2)..............................       $  198        $  440        $  381        $  445         $   37           $  112
Depreciation, depletion and
  amortization.........................           78           144           101           149             23               38
Cash provided by (used for) operating
  activities...........................          210           150            37          (521)          (308)             291
Cash provided by (used for) investing
  activities...........................           17          (529)         (108)          (91)           (38)             (13)
Cash provided by (used for) financing
  activities...........................       $  450        $  (45)       $ (253)       $  709         $  317           $ (375)
Volumes (in millions of metric tons):
  Agribusiness.........................         18.0          29.1          31.9          46.3            9.2             11.1
  Fertilizer...........................          2.6           3.5           4.2          10.2             .7              1.6
  Food products:
    Edible oil products................           .9           1.5           1.6           1.6             .4               .4
    Wheat milling and bakery
      products.........................          1.4           1.5           2.0           1.9             .4               .5
    Other..............................          0.7           1.2           1.1           1.1             .1               .1
                                              ------        ------        ------        ------         ------           ------
    Total..............................         23.6          36.8          40.8          61.1           10.8             13.7
                                              ======        ======        ======        ======         ======           ======
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                  AS OF MARCH 31, 2001
                                                              ----------------------------
                                                                ACTUAL      AS ADJUSTED(1)
                                                              -----------   --------------
                                                              (UNAUDITED)    (UNAUDITED)
                                                                   (US$ IN MILLIONS)
<S>                                                           <C>           <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents...................................    $  324          $  324
Inventories(3)..............................................     1,169           1,169
Working capital.............................................       616             616
Total assets................................................     5,147           5,147
Short-term debt.............................................       914             636
Long-term debt, including current portion...................     1,198           1,198
Redeemable preferred stock..................................       173             173
Common shares and additional paid in capital, net of             1,319           1,597
  shareholder receivable....................................
Shareholders' equity........................................    $1,076          $1,354
</TABLE>

------------------------------

(1) The as adjusted per share data and the consolidated balance sheet data have
    been prepared assuming that the net proceeds from this offering were
    $278 million based upon an assumed initial offering price of $17.00 per
    share as described under "Use of Proceeds." For purposes of the as adjusted
    per share data, interest expense, net of the applicable Bermuda statutory
    tax rate of 0%, was reduced by $6 million for the year ended December 31,
    2000 for both historical and pro forma amounts, reduced by $0 for the three
    months ended March 31, 2000 for both historical and pro forma amounts, and
    reduced by $4 million for the three months ended March 31, 2001. The as
    adjusted per share data assumes that the offering occurred on January 1,
    2000. The as adjusted balance sheet data assumes that the offering occurred
    on March 31, 2001.

(2) Earnings before interest, taxes, depreciation and amortization ("EBITDA") is
    income from operations plus depreciation, depletion and amortization. We
    believe EBITDA is an appropriate measure for investors to consider when
    analyzing our business as it is a measure commonly used by securities
    analysts and investors in the agribusiness industry. However, EBITDA should
    not be considered by investors in isolation as an alternative to operating
    income measures, as an indicator of our operating performance or as an
    alternative to cash flows from operating activities as a measure of our
    profitability or liquidity. EBITDA as presented in this prospectus may not
    be comparable to other similarly titled measures of other companies. EBITDA
    is not a measure of financial performance under accounting principles
    generally accepted in the United States of America. EBITDA may not be
    indicative of our historical operating results, nor is it meant to be
    predictive of potential future results.

(3) Included in inventories were readily marketable inventories of $738 million
    at March 31, 2001. Readily marketable inventories are agricultural
    commodities inventories that are readily convertible to cash because of
    their commodity characteristics, widely available markets and international
    pricing mechanisms.

                                       12
<PAGE>
                                  RISK FACTORS

    YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW
BEFORE MAKING AN INVESTMENT IN OUR COMMON SHARES. ADDITIONAL RISKS NOT PRESENTLY
KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS
OPERATIONS.

    OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE
MATERIALLY ADVERSELY AFFECTED BY ANY OF THESE RISKS. THE TRADING PRICE OF OUR
COMMON SHARES COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR
PART OF YOUR INVESTMENT.

RISKS RELATING TO OUR BUSINESS AND INDUSTRIES

    WE ARE VULNERABLE TO CYCLICALITY IN THE AGRICULTURAL COMMODITIES INDUSTRY
    AND INCREASES IN RAW MATERIAL PRICES.

    Our business is affected by variations in global supply and processing
capacity for the primary agricultural commodity products that we sell and use.
These variations have resulted in cyclical fluctuations in our profitability. In
recent years, excess processing capacity has depressed margins across several
commodity sectors, especially oilseed processing. In the late 1990s, significant
additional oilseed processing capacity became operational just as demand growth
was slowing for soybean meal and oil in developing countries as a result of the
Asian financial crisis. During the same time, China, a large importer of soybean
meal and soybean oil, changed its import duties, which reduced its demand for
imported soybean meal and oil. The combination of these factors caused
industry-wide oilseed processing margins to decrease significantly. As a result,
in 1998 and 1999, our income from operations from our oilseed processing
activities declined. Oilseed processing margins may continue to fluctuate and
may not return to historic levels.

    In addition, our food products and fertilizer divisions may be adversely
affected by increases in the price of agricultural commodities and fertilizer
raw materials that are caused by market fluctuations outside of our control.
Because of competitive conditions in our industries, we may not be able to
recoup any future increases in the cost of raw materials through increases in
sales prices for our products, which would adversely affect our profitability.

    ADVERSE WEATHER CONDITIONS IN THE COUNTRIES IN WHICH WE OPERATE MAY HAVE A
    SIGNIFICANT IMPACT ON THE AVAILABILITY AND PRICES OF AGRICULTURAL
    COMMODITIES AND REDUCE DEMAND FOR OUR FERTILIZER PRODUCTS.

    Weather conditions have historically caused volatility in the agricultural
commodities industry and consequently in our operating results by causing crop
failures or significantly reduced harvests. Flood, drought or frost can affect
the supply and pricing of the agricultural commodities that we sell and use in
our business, reduce the demand for our fertilizer products and negatively
affect the creditworthiness of our customers. For example, the recent drought in
Brazil may reduce overall crop yields and, as a result, the amount of
agricultural commodities that are available to us. Reduced supply of
agricultural commodities due to weather related factors could adversely affect
our revenues and profitability.

    WE ARE SUBJECT TO THE ECONOMIC, POLITICAL AND SOCIAL INSTABILITY RISKS OF
    DOING BUSINESS IN EMERGING MARKETS.

    We are a global business and derive a substantial portion of our revenue
from our non-U.S. operations. Our operations in Brazil and Argentina are a
fundamental part of our business. In addition, a key part of our strategy
involves expanding our business in several emerging markets, including China and
India.

    We are exposed to currency exchange rate fluctuations, as a significant
portion of our net sales is denominated in currencies other than the U.S.
dollar. Changes in exchange rates between the U.S. dollar and other currencies,
particularly the Brazilian REAL, have in the past adversely affected our
operating results and may continue to adversely affect our gross profit and the
value of our assets located outside of the United States.

                                       13
<PAGE>
    We are also exposed to other risks of international operations, including:

    - increased governmental ownership and regulation of the economy in the
      markets where we operate;

    - inflation and adverse economic conditions stemming from governmental
      attempts to reduce inflation, such as imposition of higher interest rates
      and wage and price controls;

    - increased trade barriers, such as higher tariffs and taxes on imports of
      agricultural commodities and commodity products;

    - exchange controls or other currency restrictions; and

    - civil unrest or significant political instability.

The occurrence of any of these events in the markets where we operate or in
other developing markets could jeopardize or limit our ability to transact
business in those markets in the manner we expect and could adversely affect our
revenues and operating results.

    In addition, volatile economic and market conditions in Brazil, Argentina
and other emerging market countries may have a negative impact on financial and
securities markets worldwide and on our share price in particular. For example,
the economic crisis that occurred in several Asian countries in 1997, the debt
moratorium in Russia in 1998 and the devaluation of the Brazilian REAL in 1999
each had a negative impact on financial markets worldwide, particularly in
emerging market countries and on companies with significant assets or business
operations in those countries.

    DUE TO OUR SIGNIFICANT OPERATIONS IN BRAZIL AND ARGENTINA, OUR BUSINESS IS
    PARTICULARLY EXPOSED TO RISKS ASSOCIATED WITH ADVERSE ECONOMIC AND POLITICAL
    CONDITIONS IN THOSE COUNTRIES.

    A substantial portion of our business is conducted in Brazil and Argentina.
In recent years, both Brazil and Argentina have been negatively affected by
volatile economic and political conditions. These volatile conditions pose many
risks to our business, including the risks described in the preceding risk
factor, and we may be adversely affected by negative events in the future.

    BRAZIL.  Historically, the Brazilian government has intervened in the
economy by devaluing the currency and imposing exchange, wage and price
controls. In early 1999, the Brazilian government allowed the REAL to float
freely, resulting in a 32% devaluation of the REAL against the dollar during
1999, most of which occurred shortly after the government's action. Since 1999,
the REAL has continued to decline significantly in value against the U.S.
dollar. For example, in the first six months of 2001, the REAL experienced a
period of significant volatility, principally due to the economic uncertainties
in Argentina, and depreciated against the U.S. dollar by 15.2% in that six month
period. In July 2001, the REAL fell to its lowest level since 1999. These and
prior devaluations have had a negative effect on our operating results. In
addition, currency devaluations can also create inflationary pressures and
Brazil has intermittently experienced periods of hyperinflation. Inflation
itself, as well as some governmental measures to combat inflation, have in the
past had significant negative effects on the Brazilian economy.

    ARGENTINA.  Argentina has also experienced economic and political volatility
in recent years and its economy is currently in its third year of recession. In
July 2001, the Argentine government had to offer three-month treasury bills at
the highest interest rate since 1996, making its foreign debt more costly to
service. In June 2001, the Argentine government announced that export
transactions would be exempted from Argentina's existing one-to-one PESO/dollar
exchange rate and would be subject to an exchange rate based on the average of
the euro and the U.S. dollar. This policy is intended to stimulate the economy
by lowering the value of the PESO compared to the U.S. dollar, thereby making it
cheaper to sell Argentine goods abroad. The Argentine Central Bank's continued
ability to support the current fixed PESO/U.S. dollar exchange rate for
non-export transactions will depend upon several factors, including low levels
of inflation and economic growth. Should the Argentine government be forced to
devalue the PESO or take other economic austerity measures in the future, our
operating results could be adversely affected.

                                       14
<PAGE>
    GOVERNMENT POLICIES AND REGULATIONS AFFECTING THE AGRICULTURAL SECTOR AND
    RELATED INDUSTRIES COULD RESULT IN THE IMPOSITION OF OR CHANGES IN TARIFFS,
    DUTIES, SUBSIDIES AND IMPORT AND EXPORT RESTRICTIONS THAT MAY LIMIT OUR
    ABILITY TO CONDUCT OUR BUSINESS AND AFFECT OUR PROFITABILITY.

    Agricultural production and trade flows are significantly affected by
government actions. Policies in the major crop producing and consuming countries
that change the economic relationship between domestic growing and importing of
particular crops can influence crop production. In addition, government policies
can favor one crop or use of agricultural resources over another or can
negatively affect the ability of industry participants to access new growing
areas. Examples include tariffs, duties, subsidies and import and export
restrictions that favor some products or countries of origin over others.
Another risk of government action that may affect us is an outright embargo on
trade between two or more countries. Recently imposed government policies that
have had an impact on our industry and our business include:

    - CHINA. A change in trade policy favoring the import of soybeans instead of
      processed soy products resulted in reduced import demand for soybean meal
      and oil.

    - BRAZIL. The removal of a tax that favored the export of processed soybean
      products over soybeans resulted in a significant increase in soybean
      exports and reduced domestic oilseed processing margins.

    - UNITED STATES. A federal law enacted in 1996 gave farmers considerable
      flexibility by removing crop-specific acreage restrictions, resulting in
      an increase in soybean acreage and increased supply of soybeans. This
      legislation expires in 2002 and might not be extended.

    Future government policies may restrict our ability to conduct our business
in our existing and target markets and could cause our financial results to
suffer.

    WE ARE DEPENDENT UPON ACCESS TO EXTERNAL SOURCES OF FINANCING TO ACQUIRE AND
    MAINTAIN THE INVENTORY, FACILITIES AND EQUIPMENT NECESSARY TO RUN OUR
    BUSINESS.

    We require significant amounts of capital to operate our business and fund
capital expenditures. We require significant working capital to purchase,
process and market our agricultural commodities inventories. An interruption of
our access to short-term credit or a significant increase in the cost of credit
could materially impair our profit margins. For example, if our credit ratings
are lowered, our financing alternatives may become more expensive or limited.

    In addition, we operate an extensive network of storage facilities,
processing plants, refineries, mills, mines, ports, transportation assets and
other facilities as part of our business. We are required to make substantial
capital expenditures to maintain, upgrade and expand these facilities in order
to keep apace of competitive developments, technological advances and changing
safety standards. Significant unbudgeted increases in our capital expenditures
could adversely affect our operating results. In addition, if we are unable to
continue devoting substantial resources to maintaining and enhancing our
infrastructure, we may not be able to compete effectively. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" for more information.

    Our future funding requirements will depend in large part upon our working
capital requirements and the nature of the capital expenditures we are required
to make. If we incur significant additional indebtedness, we may also be subject
to restrictive financial covenants and the risks of increased leverage. This may
limit our ability to run our business and use our resources in the manner in
which we would like.

    INSUFFICIENT ENERGY SUPPLY AND INCREASED ENERGY COSTS IN BRAZIL AND THE
    UNITED STATES COULD HAMPER OUR OPERATIONS AND INCREASE OUR OPERATING
    EXPENSES.

    We utilize substantial amounts of energy in connection with the operation of
our facilities. Recently, energy costs have been rising in Brazil and the United
States due to supply and demand factors and the recent energy crisis in Brazil.
A significant increase in the cost of energy could adversely affect our
operating results and our profitability.

                                       15
<PAGE>
    The Brazilian government has recently unveiled an energy rationing plan
aimed at averting rolling blackouts. As part of these measures, we will be
required to reduce our energy consumption and may be forced to reduce operations
at our Brazilian facilities. In addition, the government has imposed a temporary
freeze on all new industrial energy requests, which could delay or limit our
plans to expand our facilities or construct new facilities in Brazil. Finally,
if the government's rationing measures are not successful, we may be affected by
temporary interruptions in power or other conservation measures imposed by the
Brazilian government, which could significantly hamper our operations.

    In addition to the adverse effects on our company described above, lower
industrial output as a result of the energy crisis could harm the Brazilian
economy as a whole by leading to lower GDP growth, higher imports, higher
unemployment, a larger trade deficit and higher inflation. Our business may be
adversely affected by the occurrence of these negative economic events in
Brazil.

    OUR RISK MANAGEMENT STRATEGY MAY NOT BE EFFECTIVE.

    Our business is affected by fluctuations in agricultural commodities prices
and in foreign currency exchange rates. For example, the 32% devaluation of the
REAL that occurred in 1999 and the continued volatility of the REAL in 2000 and
2001 have adversely affected our operating results. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Quantitative and
Qualitative Disclosures About Market Risk." We engage in hedging transactions to
manage these risks. However, our hedging strategy may not be successful in
minimizing our exposure to these fluctuations. In addition, the control
procedures and risk management policies we have implemented may not be effective
in preventing our traders from entering into unauthorized transactions that have
the potential to significantly harm our financial position.

    WE SELL AGRICULTURAL COMMODITIES AND FOOD PRODUCTS THAT CONTAIN GENETICALLY
    MODIFIED INGREDIENTS; IF WE DO NOT ADEQUATELY SEPARATE THESE PRODUCTS, OUR
    REPUTATION COULD BE DAMAGED AND WE COULD LOSE CUSTOMERS.

    The use of genetically modified organisms (GMOs) in food and in animal feed
has been met with varying acceptance in the different markets in which we
operate. The United States and Argentina, for example, have approved the use of
GMOs in food products and animal feed, and GMO and non-GMO grain is produced and
frequently commingled during the grain origination process. The Brazilian
government, however, has not approved the commercial planting of GMO crops. In
addition, adverse publicity about genetically modified food has led to
governmental regulation that limits or prevents sales of GMO products in some of
the markets where we sell our products, including the European Union and its
constituent nations. It is possible that new restrictions on GMO products will
be imposed in major markets for our products or that our customers will decide
to purchase lower levels of GMO products or not to buy GMO products.

    In general, we do not test our agricultural commodities inventory for the
presence of GMOs. We conduct no GMO testing in our Brazilian or Argentine
operations, and our United States facilities are able to test only
representative samples of our inventory, such as for the needs of those
customers that request GMO-free products. It is possible that we may
inadvertently deliver products that contain GMOs to those customers. As a
result, we could lose customers and may incur liability. If our current testing
and segregation procedures are not effective, we may incur significant expenses
related to upgrading our procedures and facilities. Recent events have also
illustrated how GMO products that have not received regulatory approval may
enter the food chain. For example, in 2000, we discovered that some of our corn
inventory intended for human use contained a genetically modified variety called
StarLink that U.S. regulators had approved only for animal consumption. These
types of incidents can be costly and time-consuming to rectify and may damage
our reputation. If regulators in the countries that restrict or prohibit the
sale of GMO products or customers who request GMO-free products do not have
confidence in our products, we could lose customers and could be prohibited from
selling our products in some countries.

                                       16
<PAGE>
    BECAUSE WE DERIVE A SIGNIFICANT PORTION OF OUR REVENUES FROM SALES OF ANIMAL
    FEED INGREDIENTS, CONSUMER CONCERNS ABOUT THE SAFETY AND QUALITY OF MEAT
    PRODUCTS COULD RESULT IN DECREASED DEMAND FOR SOME OF OUR PRODUCTS AND
    ADVERSELY AFFECT OUR REVENUES.

    Our business could be adversely affected if consumers in our principal
markets lose confidence in the safety and quality of certain food products. For
example, there has been recent adverse publicity about the safety of meat due to
outbreaks of mad cow disease and foot and mouth disease in Europe, South
America, Asia and Africa. This may discourage consumers from eating meat
products such as beef, pork and poultry and result in reduced demand for our
soybean meal and dicalcium phosphate, as well as some of our corn products and
wheat, which are used as ingredients in animal feed. If there is a significant
reduction in the demand for animal feed, our revenues could be materially and
adversely affected.

    WE FACE INTENSE COMPETITION IN OUR AGRIBUSINESS AND FOOD PRODUCTS DIVISIONS.

    We face significant competition in each of our divisions. We face numerous
competitors, some of which may be larger and have greater financial resources
than we have. In addition, we face the following significant competitive
challenges in our agribusiness and food products divisions.

    AGRIBUSINESS.  The markets for our agricultural commodities products are
highly price competitive and are sensitive to product substitution. We compete
against large multinational, regional and national suppliers, processors and
distributors and farm cooperatives. Our principal competitors are Archer Daniels
Midland Co. (ADM) and Cargill, Inc. Competition with these and other suppliers,
processors and distributors is based on price, service offerings and geographic
location.

    In the agribusiness industry, it is essential to have reliable access to
agricultural commodities. To remain competitive, we may need to strategically
expand our geographic presence and enhance in a timely and cost-effective manner
the services we offer. We expect to face competition in implementing these
strategies. Our inability to implement these strategies may result in a loss of
suppliers or customers or a decrease in our revenues and profitability.

    FOOD PRODUCTS.  Several of the markets in which our food products division
operates, particularly those in which we sell retail products, are mature and
highly competitive, and our revenues in our food products division have been
declining over the past several years partly due to competitive conditions in
these markets. In addition, consolidation in the supermarket industry has
resulted in our retail customers demanding lower prices and reducing the number
of suppliers with which they do business. In order to compete effectively in our
food products division, we must be able to:

       - establish and maintain favorable brand recognition;

       - efficiently manage distribution;

       - gain sufficient market share;

       - develop products sought by consumers and other customers;

       - implement appropriate pricing;

       - provide marketing support; and

       - obtain access to retail outlets and sufficient shelf space for our
         retail products.

    Competition could cause us to lose market share, increase expenditures or
reduce pricing, which could have a material adverse effect on our revenues and
profitability.

    IF WE ARE UNABLE TO MANAGE POTENTIAL PROBLEMS AND RISKS RELATED TO
    ACQUISITIONS AND ALLIANCES, OUR BUSINESS AND GROWTH PROSPECTS COULD SUFFER.

    We have been an active acquirer of other companies, especially in Latin
America, and we have strategic alliances with several partners. Part of our
growth strategy involves acquisitions and alliances designed to expand and
enhance our business. Our ability to continue to expand successfully through

                                       17
<PAGE>
acquisitions and alliances depends on many factors, including our ability to
identify acquisition or alliance prospects and negotiate and close transactions.
Even if we complete future acquisitions or alliances:

    - we could fail to successfully integrate the operations, services and
      products of any acquired company;

    - we could fail to select the best alliance partners or fail to effectively
      plan and manage any alliance strategy;

    - our management's attention could be diverted from other business concerns;
      and

    - we could lose key employees of the acquired company.

    Acquisitions also pose the risk that we may be exposed to successor
liability relating to actions by an acquired company and its management before
the acquisition. The due diligence we conduct in connection with an acquisition
and any contractual guarantees or indemnities that we receive from the sellers
of acquired companies may not be sufficient to protect us from actual liability.
A material liability associated with an acquisition could adversely affect our
reputation and results of operations and reduce the benefits of the acquisition.

    Many companies compete for acquisition and alliance opportunities in our
industries. Some of our competitors have greater financial and other resources
than we do. This may reduce the likelihood that we will be successful in
completing acquisitions and alliances necessary to the expansion of our
business. In addition, any major acquisition we consider may be subject to
regulatory approval in the various countries where we operate. We may not be
successful in obtaining required regulatory approvals on a timely basis or at
all.

    WE HAVE NOT YET RECEIVED APPROVAL FROM THE BRAZILIAN ANTITRUST AUTHORITIES
    FOR OUR ACQUISITION OF MANAH.

    In April 2000, we acquired Manah S.A., a Brazilian fertilizer company. This
acquisition remains subject to approval by the Brazilian antitrust commission.
In April 2001, an office of the Brazilian Ministry of Finance issued a
non-binding advisory opinion recommending approval of the acquisition subject to
the divestiture of either one of our existing phosphate facilities or Manah's
additional equity interest in Fosfertil, a Brazilian phosphate mining company.
We may not receive antitrust approval of the Manah acquisition or this approval
may be issued subject to conditions that may significantly reduce the benefits
of the acquisition to us.

    WE ARE SUBJECT TO REGULATION AND MAY BE EXPOSED TO LIABILITY AS A RESULT OF
    OUR HANDLING OF HAZARDOUS MATERIALS AND COMMODITIES STORAGE OPERATIONS.

    Our business involves the handling and use of hazardous materials. In
addition, the storage and processing of our products may create hazardous
conditions. For example, we use hexane in our oilseed processing operations, and
hexane can cause explosions that could harm our employees or damage our
facilities. Our agricultural commodities storage operations also create dust
that has caused explosions in our grain elevators. In addition, our mining
operations and manufacturing of fertilizers requires compliance with
environmental regulations. Our operations are regulated by environmental laws
and regulations in the countries where we operate, including those governing the
labeling, use, storage, discharge and disposal of hazardous materials. These
laws and regulations require us to implement procedures for the handling of
hazardous materials and for operating in potentially hazardous conditions, and
they impose liability on us for the clean-up of any environmental contamination.
In addition, Brazilian law allocates liability for noncompliance with
environmental laws by an acquired company to the acquiror for an indefinite
period of time. Because we use and handle hazardous substances in our business,
changes in environmental requirements or an unanticipated significant adverse
environmental event could have a material adverse effect on our business. See
"Business--Government Regulation and Environmental Matters" for more
information.

                                       18
<PAGE>
RISKS RELATING TO THIS OFFERING AND OUR COMMON SHARES

    WE ARE A BERMUDA COMPANY AND IT MAY BE DIFFICULT FOR YOU TO ENFORCE
    JUDGMENTS AGAINST US OR OUR DIRECTORS AND EXECUTIVE OFFICERS.

    We are a Bermuda exempted company. As a result, the rights of holders of our
common shares will be governed by Bermuda law and our memorandum of association
and bye-laws. The rights of shareholders under Bermuda law may differ from the
rights of shareholders of companies incorporated in other jurisdictions. Many of
our directors and some of the named experts referred to in this prospectus are
not residents of the United States, and a substantial portion of our assets are
located outside the United States As a result, it may be difficult for investors
to effect service of process on those persons in the United States or to enforce
in the United States judgments obtained in U.S. courts against us or those
persons based on the civil liability provisions of the U.S. securities laws. We
have been advised by our Bermuda counsel, Conyers Dill & Pearman, that
uncertainty exists as to whether courts in Bermuda will enforce judgments
obtained in other jurisdictions, including the United States, against us or our
directors or officers under the securities laws of those jurisdictions or
entertain actions in Bermuda against us or our directors or officers under the
securities laws of other jurisdictions.

    OUR BYE-LAWS RESTRICT SHAREHOLDERS FROM BRINGING LEGAL ACTION AGAINST OUR
    OFFICERS AND DIRECTORS.

    Our bye-laws contain a broad waiver by our shareholders of any claim or
right of action, both individually and on our behalf, against any of our
officers or directors. The waiver applies to any action taken by an officer or
director, or the failure of an officer or director to take any action, in the
performance of his or her duties, except with respect to any matter involving
any fraud or dishonesty on the part of the officer or director. This waiver
limits the right of shareholders to assert claims against our officers and
directors unless the act or failure to act involves fraud or dishonesty. See
"Description of Share Capital--Waiver of Claims by Shareholders; Indemnification
of Directors and Officers" for more information.

    OUR DIRECTORS AND EXECUTIVE OFFICERS MAY HAVE CONFLICTS OF INTEREST BECAUSE
    OF THEIR CONTINUING INVOLVEMENT WITH BUNGE INTERNATIONAL LIMITED.

    A majority of our directors and executive officers will continue to serve in
the same capacity for Bunge International Limited, our sole shareholder prior to
this offering. These ties could create, or appear to create, potential conflicts
of interest when our directors and executive officers are faced with decisions
that could have different implications for Bunge International Limited and us.
For example, Bunge International Limited has outstanding debt to us of
$110 million. The timing and amounts of the repayment of this debt may be
modified by the common directors and executive officers of Bunge International
Limited and us in a way that may not be favorable to us.

    WE HAVE ANTI-TAKEOVER PROVISIONS IN OUR BYE-LAWS AND INTEND TO ADOPT A
    SHAREHOLDER RIGHTS PLAN THAT MAY DISCOURAGE A CHANGE OF CONTROL.

    Our bye-laws contain provisions that could make it more difficult for a
third party to acquire us without the consent of our board of directors. These
provisions provide for:

    - a classified board of directors with staggered three-year terms;

    - directors to be removed without cause only upon the affirmative vote of at
      least 66% of all votes attaching to all shares then in issue entitling the
      holder to attend and vote on the resolution;

    - restrictions on the time period in which directors may be nominated;

    - our board of directors to determine the powers, preferences and rights of
      our preference shares and to issue the preference shares without
      shareholder approval; and

    - an affirmative vote of 66% of all votes attaching to all shares then in
      issue entitling the holder to attend and vote on the resolution for some
      business combination transactions which have not been approved by our
      board of directors.

                                       19
<PAGE>
      See "Description of Share Capital--Amendment of Memorandum of Association
      and Bye-laws" and "--Election and Removal of Directors" for more
      information.

    In addition, our board of directors has adopted a shareholder rights plan
which will entitle shareholders to purchase our Series A Preference Shares if a
third party acquires beneficial ownership of 20% or more of our common shares.
In some circumstances, shareholders are also entitled to purchase the common
stock of (1) a company issuing shares in exchange for our common shares in a
merger, amalgamation or tender offer or (2) a company acquiring most of our
assets.

    These provisions could make it more difficult for a third party to acquire
us, even if the third party's offer may be considered beneficial by many
shareholders. As a result, shareholders may be limited in their ability to
obtain a premium for their shares.

    AN ACTIVE MARKET FOR OUR COMMON SHARES MAY NOT DEVELOP.

    Before this offering, no public market for our common shares has existed.
The initial public offering price for our common shares will be determined by
negotiations between us and the representatives for the underwriters. An active
public market for our shares may not develop or be sustained after this
offering. Even if an active market develops, the market price for our shares may
fall below the initial public offering price. The market price of our shares
could be subject to significant fluctuations due to a variety of factors,
including actual or anticipated fluctuations in our operating results and
financial performance, economic downturns in our industries or changes in
financial estimates by securities analysts.

    INVESTORS WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION.

    The estimated initial public offering price of our common shares is
substantially higher than the net tangible book value per share of our common
shares immediately prior to the offering. If you purchase common shares in this
offering, you will experience immediate and substantial dilution in the net
tangible book value per share from the public offering price.

    SUBSTANTIAL SALES OF OUR COMMON SHARES AFTER THIS OFFERING MAY ADVERSELY
    AFFECT OUR SHARE PRICE.

    The market for our shares could decline as a result of sales of our common
shares by our shareholders after this offering, or the perception that these
sales could occur. These sales also might make it difficult for us to sell
equity securities in the future at a time and at a price that we deem
appropriate.

    The shares being sold in this offering will be freely transferable under the
U.S. securities laws immediately after issuance, except for any shares sold to
our affiliates. Our management and shareholders of our parent company who will
own our shares after this offering have agreed under written lock-up agreements
that they will not sell their shares for 180 days following the date of this
prospectus without the prior written consent of Morgan Stanley & Co.
Incorporated. However, after the expiration of the lock-up agreements, a large
number of additional shares held by our shareholders will be transferable
without restriction and eligible for sale to the public.

    In addition, we have granted registration rights to the shareholders of our
parent company who will own our shares after the closing of this offering. These
rights will be exercisable beginning 180 days after the date of this prospectus.
See "Shares Eligible For Future Sale" for more information.

    WE MAY BECOME A PASSIVE FOREIGN INVESTMENT COMPANY, OR PFIC, WHICH COULD
    RESULT IN ADVERSE U.S. TAX CONSEQUENCES TO U.S. INVESTORS.

    Since PFIC status will be determined by us on an annual basis and will
depend on the composition of our income and assets, from time to time (as
further discussed below), we cannot assure you that we will not be considered a
PFIC for any taxable year. Such a characterization could result in adverse U.S.
tax consequences to you if you are a U.S. investor. In particular, absent an
election described below, a U.S. investor would be subject to U.S. federal
income tax at ordinary income rates, plus a possible interest charge, in respect
of gain derived from a disposition of our shares, as well as certain
distributions by us. In

                                       20
<PAGE>
addition, a step-up in the tax basis of our shares would not be available upon
the death of an individual shareholder. For this reason, if we are treated as a
PFIC for any taxable year and you are a U.S. investor, you may desire to make an
election to treat us as a "qualified electing fund" with respect to your shares
(a "QEF election"), in which case you will be required to take into account a
PRO-RATA share of our earnings and net capital gain for each year, regardless of
whether we make any distributions to you. As an alternative to the QEF election,
a U.S. investor may be able to make an election to "mark-to-market" our shares
each taxable year and recognize ordinary income pursuant to such election based
upon increases in the value of our shares. We will be classified as a PFIC for
U.S. federal income tax purposes if 50% or more of our assets, including
goodwill (based on an annual quarterly average), are passive assets, or 75% or
more of our annual gross income is derived from passive assets. The calculation
of goodwill will be based, in part, on the then market value of our common
shares, which is subject to change. In addition, the composition of our income
and assets will be affected by how we spend the cash we raise in this offering.
See "Taxation--United States Federal Income Tax Consequences--Passive Foreign
Investment Company Status" for more information.

                                       21
<PAGE>
      SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

    This prospectus includes forward-looking statements that reflect our current
expectations and projections about our future results, performance, prospects
and opportunities. This prospectus also contains forward-looking statements
attributed to third parties relating to their estimates regarding growth of our
markets. We have tried to identify these forward-looking statements by using
words including "may," "will," "expect," "anticipate," "believe," "intend,"
"estimate" and "continue" and similar expressions. These forward-looking
statements are subject to a number of risks and uncertainties and other factors
that could cause our actual results, performance, prospects or opportunities, as
well as those of the markets we serve or intend to serve, to differ materially
from those expressed in, or implied by, these forward-looking statements. These
factors include the risks, uncertainties and other factors discussed under the
headings "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business" and elsewhere in this
prospectus. Examples of forward-looking statements include all statements that
are not historical in nature, including statements regarding:

    - our operations, competitive position, strategy and prospects;

    - estimated demand for the commodities and other products that we sell and
      use in our business;

    - industry conditions, including cyclicality of the agribusiness industry;

    - the effects of adverse economic conditions and changes in foreign exchange
      rates in Brazil;

    - the effects of adverse economic conditions and changes in foreign exchange
      policy in Argentina;

    - the impact of the drought and energy crisis in Brazil on our operations;

    - the outcome of pending regulatory and legal proceedings and labor matters;

    - governmental policies affecting our business, including agricultural and
      trade policies and laws governing environmental liabilities; and

    - our funding needs and financing sources.

    This prospectus contains industry data related to our business and the
industries in which we operate. This industry data includes projections that are
based on a number of assumptions. If these assumptions turn out to be incorrect,
actual results could differ from the projections based on those assumptions.

    In light of these risks, uncertainties and assumptions, you should not place
undue reliance on any forward-looking statements. Additional risks that we may
currently deem immaterial or that are not presently known to us could also cause
the forward-looking events discussed in this prospectus not to occur. Except as
otherwise required by federal securities law, we undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events, changed circumstances or any other reason after
the date of this prospectus.

    The information presented herein and identified as having been extracted
from government publications has been presented on the authority of such
official documents.

                                       22
<PAGE>
                                USE OF PROCEEDS

    We estimate that we will receive net proceeds of approximately $278 million
from this offering, or approximately $320 million if the underwriters exercise
their over-allotment option in full, based on an assumed initial public offering
price of $17 per share, the midpoint of the estimated price range indicated on
the cover page of this prospectus, after deducting the estimated underwriting
discounts and commissions and expenses payable by us.

    We intend to use the net proceeds to reduce indebtedness under our
commercial paper program, which carried a weighted average interest rate of 4.9%
as of June 30, 2001. We used the proceeds from the commercial paper program to
reduce third party U.S. dollar-denominated debt of our Brazilian subsidiaries
and for working capital purposes.

                                DIVIDEND POLICY

    From 1996 to 2000 we did not pay any cash dividends on our common shares,
except in 1998 when we paid a total cash dividend of approximately $20 million
to our sole shareholder, Bunge International Limited.

    We intend to pay cash dividends to our shareholders on an annual basis.
However, any future determination to pay dividends will be at the discretion of
our board of directors and will depend upon then existing conditions, including
our financial condition, results of operations, contractual and other relevant
legal or regulatory restrictions, capital requirements, business prospects and
other factors our board of directors deems relevant. See "Description of Share
Capital--Dividend Rights."

                                       23
<PAGE>
                                 CAPITALIZATION

    The table below shows our capitalization as of May 31, 2001 on an actual
basis and on an as adjusted basis to give effect to this offering at an assumed
initial public offering price of $17 per share, after deducting the estimated
underwriting discounts and commissions and offering expenses payable by us, and
the application of the net proceeds from this offering as described under "Use
of Proceeds." This table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our consolidated financial statements and the notes to those consolidated
financial statements included elsewhere in this prospectus.

<TABLE>
<CAPTION>
                                                          AS OF MAY 31, 2001
                                                        -----------------------
                                                         ACTUAL     AS ADJUSTED
                                                        ---------   -----------
                                                              (UNAUDITED)
                                                           (US$ IN MILLIONS,
                                                          EXCEPT SHARE DATA)
<S>                                                     <C>         <C>
Debt:
Short-term debt.......................................   $1,274        $  996
Long-term debt:
  Secured; including current portion..................      450           450
  Unsecured; including current portion................      665           665
  Guarantees..........................................       26            26
                                                         ------        ------
    Total debt........................................    2,415         2,137
                                                         ------        ------
Redeemable preferred stock............................      175           175
Minority interest in subsidiaries.....................      274           274

Shareholders' equity:
Preference shares, $.01 par value; 10,000,000 shares
  authorized; 0 shares issued and outstanding, actual;
  0 shares issued and outstanding, as adjusted........       --            --
Common shares, $.01 par value; 240,000,000 shares
  authorized; 64,380,000 shares issued and
  outstanding, actual; 81,980,000 shares issued and
  outstanding, as adjusted, and additional paid-in
  capital.............................................    1,429         1,707
Shareholder receivable................................     (110)         (110)
Retained earnings.....................................      331           331
Accumulated other comprehensive loss..................     (643)         (643)
                                                         ------        ------
  Total shareholders' equity..........................    1,007         1,285
                                                         ------        ------
    Total capitalization..............................   $3,871        $3,871
                                                         ======        ======
</TABLE>

                                       24
<PAGE>
                                    DILUTION

    Our net tangible book value as of March 31, 2001 was $890 million or
$13.82 per share. Net tangible book value per share represents the amount of our
total tangible assets less total liabilities, divided by the number of common
shares outstanding. After giving effect to the sale of 17,600,000 common shares
in this offering at an assumed initial public offering price of $17 per share,
the midpoint of the offering range, and after deducting the estimated
underwriting discounts and commissions and offering expenses payable by us, our
adjusted net tangible book value as of March 31, 2001 would have been
$1,168 million, or $14.25 per share.

    Dilution per share represents the difference between the price per share
paid by new investors for the shares issued in this offering and the net
tangible book value per share immediately after the completion of the offering.
The following table illustrates this per share dilution:

<TABLE>
<S>                                                           <C>        <C>
Assumed initial public offering price per share.............              $17.00
  Net tangible book value per share as of March 31, 2001....   $13.82
  Increase per share attributable to this offering..........      .43
                                                               ------
Adjusted net tangible book value per share after this
  offering..................................................               14.25
                                                                          ------
Dilution per share to new investors.........................              $ 2.75
                                                                          ======
</TABLE>

    The following table summarizes, on a pro forma basis as of March 31, 2001,
the number of common shares purchased from us, the total consideration paid and
the average price per share paid by our existing shareholder and by new
investors purchasing common shares from us in this offering at an assumed
initial public offering price of $17 per share, before deduction of estimated
underwriting discounts and commissions and offering expenses payable by us.

<TABLE>
<CAPTION>
                                                             TOTAL
                             SHARES PURCHASED            CONSIDERATION          AVERAGE
                          ----------------------   -------------------------     VALUE
                            NUMBER      PERCENT        AMOUNT       PERCENT    PER SHARE
                          -----------   --------   --------------   --------   ---------
<S>                       <C>           <C>        <C>              <C>        <C>
Existing shareholder....   64,380,000       79%    $1,319,000,000       82%     $20.49
New investors...........   17,600,000       21        299,200,000       18       17.00
                          -----------    -----     --------------    -----
    Total...............   81,980,000    100.0%    $1,618,200,000    100.0%
                          ===========    =====     ==============    =====
</TABLE>

    The tables above assume no exercise of stock appreciation rights and phantom
units outstanding as of June 30, 2001 that we intend to convert into stock
options and restricted stock awards representing an estimated 1,245,403 common
shares at the closing of this offering. To the extent that any of these options
or awards are exercised, you will be further diluted.

                                       25
<PAGE>
                      SELECTED CONSOLIDATED FINANCIAL DATA

    The following table sets forth our selected consolidated financial
information for the periods indicated. The consolidated statements of income
data for the three years ended December 31, 2000 and the consolidated balance
sheet data as of December 31, 1999 and 2000 are derived from our audited
consolidated financial statements and notes to the consolidated financial
statements included elsewhere in this prospectus. The consolidated statements of
income data for the year ended December 31, 1997 and the consolidated balance
sheet data as of December 31, 1997 and 1998 are derived from our audited
consolidated financial statements which are not included in this prospectus. The
financial information for the three months ended March 31, 2001 and 2000 is
derived from our unaudited consolidated interim financial statements included
elsewhere in this prospectus.

    You should read this information together with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and the notes to the consolidated financial statements
included elsewhere in this prospectus. Our consolidated financial statements are
prepared in U.S. dollars and in accordance with U.S. GAAP. We began to prepare
our financial information on a U.S. GAAP basis in 1997. Information for 1996 has
been excluded because this information could not be provided without
unreasonable effort and expense.

<TABLE>
<CAPTION>
                                                                                               THREE MONTHS ENDED
                                                   YEAR ENDED DECEMBER 31,                          MARCH 31,
                                    -----------------------------------------------------   -------------------------
                                       1997          1998          1999          2000          2000          2001
                                    -----------   -----------   -----------   -----------   -----------   -----------
                                                                                                   (UNAUDITED)
                                                        (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>
CONSOLIDATED STATEMENTS OF INCOME
  DATA:
Net sales.........................  $     7,484   $     9,103   $     8,075   $     9,667   $     2,005   $     2,472
Cost of goods sold................        7,026         8,433         7,463         8,935         1,911         2,316
Impairment and restructuring
  charges.........................           --            --            --            49            --            --
                                    -----------   -----------   -----------   -----------   -----------   -----------
Gross profit......................          458           670           612           683            94           156
Selling, general and
  administrative expenses.........          338           374           332           387            80            82
                                    -----------   -----------   -----------   -----------   -----------   -----------
Income from operations............          120           296           280           296            14            74
Non-operating income
  (expense)--net..................           19          (120)         (296)         (225)          (12)          (73)
                                    -----------   -----------   -----------   -----------   -----------   -----------
Income (loss) before income tax,
  minority interest, discontinued
  operations, extraordinary item
  and cumulative effect of change
  in accounting principle.........          139           176           (16)           71             2             1
Income tax (expense) benefit......          (38)          (43)           27           (12)           (1)           --
                                    -----------   -----------   -----------   -----------   -----------   -----------
Income before minority interest,
  discontinued operations,
  extraordinary item and
  cumulative effect of change in
  accounting principle............          101           133            11            59             1             1
Minority interest.................           (3)          (33)            4           (37)           (6)           (5)
                                    -----------   -----------   -----------   -----------   -----------   -----------
Income (loss) before discontinued
  operations, extraordinary item
  and cumulative effect of change
  in accounting principle.........           98           100            15            22            (5)           (4)
Loss from discontinued operations,
  net of tax benefit of $0 (1997),
  $7 (1998), $3 (1999), $1 (2000)
  and $0 (March 31, 2000).........           (2)           (8)          (20)          (10)           (3)           --
Gain on disposal of discontinued
  operations, net of tax of $0....           --            --            --            --            --             3
                                    -----------   -----------   -----------   -----------   -----------   -----------
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
                                                                                               THREE MONTHS ENDED
                                                   YEAR ENDED DECEMBER 31,                          MARCH 31,
                                    -----------------------------------------------------   -------------------------
                                       1997          1998          1999          2000          2000          2001
                                    -----------   -----------   -----------   -----------   -----------   -----------
                                                                                                   (UNAUDITED)
                                                        (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>
Income (loss) before extraordinary
  item and cumulative effect of
  change in accounting
  principle.......................           96            92            (5)           12            (8)           (1)
Extraordinary item--loss on early
  extinguishment of debt..........          (13)           --            --            --            --            --
                                    -----------   -----------   -----------   -----------   -----------   -----------
Income (loss) before cumulative
  effect of change in accounting
  principle.......................           83            92            (5)           12            (8)           (1)
Cumulative effect of change in
  accounting principle, net of tax
  of $4...........................           --            --            --            --            --             7
                                    -----------   -----------   -----------   -----------   -----------   -----------
Net income (loss).................  $        83   $        92   $        (5)  $        12   $        (8)  $         6
                                    ===========   ===========   ===========   ===========   ===========   ===========
PER SHARE DATA:
Earnings per common share--basic
  and diluted:
  Income (loss) before
    discontinued operations,
    extraordinary item and
    cumulative effect of change in
    accounting principle..........  $      1.52   $      1.55   $       .23   $       .34   $      (.08)  $      (.06)
  Discontinued operations.........         (.03)         (.12)         (.31)         (.15)         (.04)          .04
  Extraordinary item..............         (.20)           --            --            --            --            --
  Cumulative effect of change in
    accounting principle..........           --            --            --            --            --           .11
                                    -----------   -----------   -----------   -----------   -----------   -----------
  Net income (loss) per share.....  $      1.29   $      1.43   $      (.08)  $       .19   $      (.12)  $       .09
                                    ===========   ===========   ===========   ===========   ===========   ===========

Cash dividends per common share...  $        --   $       .31   $        --   $        --   $        --   $        --
Weighted average common shares
  outstanding.....................   64,380,000    64,380,000    64,380,000    64,380,000    64,380,000    64,380,000

OTHER DATA:
EBITDA(1).........................  $       198   $       440   $       381   $       445   $        37   $       112
Depreciation, depletion and
  amortization....................           78           144           101           149            23            38
Cash provided by (used for)
  operating activities............          210           150            37          (521)         (308)          291
Cash provided by (used for)
  investing activities............           17          (529)         (108)          (91)          (38)          (13)
Cash provided by (used for)
  financing activities............  $       450   $       (45)  $      (253)  $       709   $       317   $      (375)
Volumes (in millions of metric
  tons):
  Agribusiness....................         18.0          29.1          31.9          46.3           9.2          11.1
  Fertilizer......................          2.6           3.5           4.2          10.2            .7           1.6
  Food products:
    Edible oil products...........           .9           1.5           1.6           1.6            .4            .4
    Wheat milling and bakery
      products....................          1.4           1.5           2.0           1.9            .4            .5
    Other.........................           .7           1.2           1.1           1.1            .1            .1
                                    -----------   -----------   -----------   -----------   -----------   -----------
    Total.........................         23.6          36.8          40.8          61.1          10.8          13.7
                                    ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
                                                                                                          AS OF
                                                                      AS OF DECEMBER 31,                MARCH 31,
                                                           -----------------------------------------   -----------
                                                             1997       1998       1999       2000        2001
                                                           --------   --------   --------   --------   -----------
                                                                                                       (UNAUDITED)
                                                                              (US$ IN MILLIONS)
<S>                                                        <C>        <C>        <C>        <C>        <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................................   $1,370     $  864     $  363     $  423      $  324
Inventories(2)...........................................    1,051        978        923      1,311       1,169
Working capital..........................................    1,084        548        295        681         616
Total assets.............................................    6,092      5,814      4,611      5,854       5,147
Short-term debt..........................................      605      1,203        708      1,268         914
Long-term debt, including current portion................    1,735      1,210      1,121      1,257       1,198
Redeemable preferred stock...............................       --         --         --        170         173
Common shares and additional paid in capital, net of
  shareholder receivable.................................    1,223      1,210      1,303      1,303       1,319
Shareholders' equity.....................................   $1,453     $1,495     $1,197     $1,139      $1,076
</TABLE>

--------------------------

(1) EBITDA is income from operations plus depreciation, depletion and
    amortization. We believe EBITDA is an appropriate measure for investors to
    consider when analyzing our business as it is a measure commonly used by
    securities analysts and investors in the agribusiness industry. However,
    EBITDA should not be considered by investors in isolation as an alternative
    to operating income measures, as an indicator of our operating performance
    or as an alternative to cash flows from operating activities as a measure of
    our profitability or liquidity. EBITDA as presented in this prospectus may
    not be comparable to other similarly titled measures of other companies.
    EBITDA is not a measure of financial performance under accounting principles
    generally accepted in the United States of America. EBITDA may not be
    indicative of our historical operating results, nor is it meant to be
    predictive of potential future results.

(2) Included in inventories were readily marketable inventories of
    $779 million, $692 million, $642 million, $876 million and $738 million at
    December 31, 1997, 1998, 1999 and 2000 and March 31, 2001, respectively.
    Readily marketable inventories are agricultural commodities inventories that
    are readily convertible to cash because of their commodity characteristics,
    widely available markets and international pricing mechanisms.

                                       28
<PAGE>
             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

    In April 2000, we acquired a 21% interest in, representing 57% of the voting
power and thus control of, Manah S.A., for $47 million in cash, net of
$36 million in acquired cash. In August 2000, we completed a merger between
Manah and Fertilizantes Serrana S.A., or Serrana, one of our existing fertilizer
subsidiaries, through a share exchange between Manah and the shareholders of
Serrana. The share exchange resulted in our acquiring the remaining 9.7% of
Serrana held by minority shareholders. We accounted for this share exchange as
an acquisition of a minority interest. The fair value of the shares exchanged
was $53 million. Subsequent to the acquisition and merger, we had a 72% interest
in the combined entity, which we renamed Bunge Fertilizantes S.A.

    As a result of these transactions, we also obtained a controlling interest
in Fertifos Administracao e Participacao S.A. and its subsidiaries, Fosfertil
S.A. and Ultrafertil S.A. Except where we indicate otherwise, we refer to these
three companies collectively as Fosfertil. Prior to the Manah acquisition, both
we and Manah had a minority equity investment in Fosfertil.

    We accounted for the Manah acquisition and merger of Manah and Serrana under
the purchase method, which entailed allocating the purchase price to the fair
values of our share of the assets and liabilities acquired. Additionally, as a
result of obtaining control of Fosfertil, we began consolidating its assets and
liabilities, which we previously had accounted for as a net investment under the
equity method.

    The following table summarizes the allocation of the purchase price in these
transactions and the consolidation of Fosfertil:

<TABLE>
<CAPTION>
                                                              US$ IN MILLIONS
                                                              ---------------
<S>                                                           <C>
CALCULATION OF PURCHASE PRICE:
Cash paid...................................................       $  83
Shares issued...............................................          53
Current liabilities assumed.................................         288
Other liabilities assumed...................................         417
                                                                   -----
                                                                   $ 841
                                                                   =====
ALLOCATION OF PURCHASE PRICE:
Current assets..............................................       $ 340
Property, plant and equipment (excluding mining                      542
  properties)...............................................
Mining properties...........................................         204
Other assets................................................          50
Minority interest...........................................        (179)
                                                                   -----
                                                                     957

Previous net investment in Fosfertil under the equity               (116)
  method....................................................
                                                                   -----
                                                                   $ 841
                                                                   =====
</TABLE>

    The operations of Manah and Fosfertil have been consolidated since April 1,
2000 in our historical financial statements.

    The unaudited pro forma financial information below consists of pro forma
statements of income which give effect to the above transactions as if they had
been consummated as of January 1, 2000, including the effects of the purchase
price allocation described above.

    The unaudited pro forma consolidated financial information presented below
does not purport to represent what our consolidated results of operations
actually would have been if these transactions had occurred as of the dates
indicated or what our results will be for any future periods. The unaudited pro
forma consolidated financial information should be read in conjunction with, and
is qualified in its entirety by, reference to the following information
contained in this prospectus:

    - our audited consolidated financial statements;

    - our unaudited consolidated interim financial statements;

    - Manah's audited consolidated financial statements;

    - Fosfertil's audited consolidated financial statements; and

    - "Management's Discussion and Analysis of Financial Condition and Results
      of Operations."

                                       29
<PAGE>
             UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                            FOR THE YEAR ENDED DECEMBER 31, 2000
                                            --------------------------------------------------------------------
                                              BUNGE                                 PRO FORMA        PRO FORMA
                                            LIMITED(A)   MANAH(B)   FOSFERTIL(C)   ADJUSTMENTS      CONSOLIDATED
                                            ----------   --------   ------------   -----------      ------------
                                                          (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                         <C>          <C>        <C>            <C>              <C>
Net sales.................................     $9,667    $     48     $     82       $    (15)(d)        $9,782
Cost of goods sold........................      8,935          46           60            (12)(e)         9,029
Impairment and restructuring charges......         49          --           --             --                49
                                            ---------    --------     --------       --------        ----------
Gross profit..............................        683           2           22             (3)              704
Selling, general and administrative
  expenses................................        387           5            8             --               400
                                            ---------    --------     --------       --------        ----------
Income from operations....................        296          (3)          14             (3)              304
Non-operating income (expense)--net.......       (225)          1           (3)            (2)(f)          (229)
                                            ---------    --------     --------       --------        ----------
Income (loss) before income tax, minority
  interest and discontinued operations....         71          (2)          11             (5)               75
Income tax (expense) benefit..............        (12)         --           (2)             1 (g)           (13)
                                            ---------    --------     --------       --------        ----------
Income (loss) before minority interest and
  discontinued operations.................         59          (2)           9             (4)               62
Minority interest.........................        (37)         --           (4)            (3)(h)           (44)
                                            ---------    --------     --------       --------        ----------
Income (loss) before discontinued
  operations..............................      $  22    $     (2)    $      5       $     (7)            $  18
                                            =========    ========     ========       ========        ==========
Earnings per share--basic and diluted:
Income (loss) before discontinued
  operations per share....................     $  .34                                                    $  .28
Weighted-average number of share
  outstanding--basic and diluted..........  64,380,000                                               64,380,000
</TABLE>

<TABLE>
<CAPTION>
                                                         FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                            --------------------------------------------------------------------
                                              BUNGE                                 PRO FORMA        PRO FORMA
                                            LIMITED(I)   MANAH(B)   FOSFERTIL(C)   ADJUSTMENTS      CONSOLIDATED
                                            ----------   --------   ------------   -----------      ------------
                                                          (US$ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                         <C>          <C>        <C>            <C>              <C>
Net sales.................................     $2,005    $     48     $     82       $    (15)(d)        $2,120
Cost of goods sold........................      1,911          46           60            (12)(e)         2,005
Impairment and restructuring charges......         --          --           --             --                --
                                            ---------    --------     --------       --------        ----------
Gross profit..............................         94           2           22             (3)              115
Selling, general and administrative
  expenses................................         80           5            8             --                93
                                            ---------    --------     --------       --------        ----------
Income from operations....................         14          (3)          14             (3)               22
Non-operating income (expense)--net.......        (12)          1           (3)            (2)(f)           (16)
                                            ---------    --------     --------       --------        ----------
Income (loss) before income tax, minority
  interest and discontinued operations....          2          (2)          11             (5)                6
Income tax (expense) benefit..............         (1)         --           (2)             1 (g)            (2)
                                            ---------    --------     --------       --------        ----------
Income (loss) before minority interest and
  discontinued operations.................          1          (2)           9             (4)                4
Minority interest.........................         (6)         --           (4)            (3)(h)           (13)
                                            ---------    --------     --------       --------        ----------
Income (loss) before discontinued
  operations..............................      $  (5)   $     (2)    $      5       $     (7)            $  (9)
                                            =========    ========     ========       ========        ==========
Earnings per share--basic and diluted:
Income (loss) before discontinued
  operations per share....................     $ (.08)                                                   $ (.14)
Weighted-average number of share
  outstanding--basic and diluted..........  64,380,000                                               64,380,000
</TABLE>

                                       30
<PAGE>
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION:

(a) The income statement amounts were derived from our audited consolidated
    financial statements for the year ended December 31, 2000 contained
    elsewhere in this prospectus.

(b) The income statement amounts were derived from the audited consolidated
    financial statements for the three months ended March 31, 2000 for Manah
    contained elsewhere in this prospectus.

(c) The income statement amounts were derived from the audited consolidated
    financial statements for the three months ended March 31, 2000 for Fosfertil
    contained elsewhere in this prospectus.

(d) Adjustment represents the elimination of intercompany sales during the
    three-month period ended March 31, 2000.

(e) Adjustment represents the elimination of (1) cost of goods sold on
    intercompany sales per (d) above and (2) the depreciation and depletion of
    the fair value adjustments recorded as a result of the purchase price
    allocation.

(f) Adjustment represents the elimination of our and Manah's interest in
    earnings of Fosfertil for the three-month period ended March 31, 2000.

(g) Adjustment represents the tax effect, calculated using the statutory rate of
    34% in effect during the period, of the depreciation and depletion
    adjustments discussed in item (e) above.

(h) Adjustment represents the recording of the minority interest in the earnings
    of Manah and Fosfertil for the three-month period ended March 31, 2000.

(i) The income statement amounts were derived from our unaudited consolidated
    interim financial statements for the three months ended March 31, 2000
    included elsewhere in this prospectus.

                                       31
<PAGE>
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    YOU SHOULD READ THE FOLLOWING DISCUSSION ALONG WITH OUR CONSOLIDATED
FINANCIAL STATEMENTS AND THE NOTES TO OUR CONSOLIDATED FINANCIAL STATEMENTS
INCLUDED ELSEWHERE IN THIS PROSPECTUS. THE FOLLOWING DISCUSSION CONTAINS
FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS, UNCERTAINTIES AND
ASSUMPTIONS, INCLUDING THOSE DISCUSSED UNDER "RISK FACTORS" AND DESCRIBED IN
THIS PROSPECTUS GENERALLY. OUR ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS MAY
DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, THESE FORWARD-LOOKING
STATEMENTS. SEE "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY
DATA."

INTRODUCTION

    Bunge is an integrated, global agribusiness and food company. We conduct our
operations in three divisions: agribusiness, fertilizers and food products.

    AGRIBUSINESS.  Our agribusiness division consists of three business lines:
grain origination, oilseed processing and international marketing, which we
aggregate for reporting purposes. We operate grain origination and oilseed
processing facilities primarily in the United States, Brazil and Argentina. We
have international marketing offices in North America, South America, Europe and
Asia.

    FERTILIZER.  Our fertilizer division spans the entire fertilizer industry,
including phosphate mining and production of phosphate-based products used
primarily in animal feed, production of intermediate fertilizer products and
production of retail agricultural fertilizers. In addition, as part of our
fertilizer business we provide technical support services related to the use of
our fertilizer products to our customers. Our fertilizer operations are
principally located in Brazil.

    FOOD PRODUCTS.  Our food products division produces and sells finished food
products and food ingredients to food processors, foodservice companies and
retail outlets principally in the United States and Brazil. Our food products
operations consist of four business lines: edible oil products, wheat milling
and bakery products, soy ingredients and corn products. For purposes of our
segment reporting, we report our edible oil products and wheat milling and
bakery products business lines separately and combine our soy ingredients and
corn products business lines together in "other." For the year ended
December 31, 2000 and the three months ended March 31, 2001, 59.4% and 58.4%,
respectively, of our food products division net sales were made in Brazil and
40.6% and 41.6%, respectively, were made in the United States.

    Bunge Limited is a holding company incorporated in Bermuda whose principal
assets are its equity interests in its operating subsidiaries.

    Over the past three years, we refocused our business to concentrate on
building our core business areas. In pursuing this strategy, we divested
ourselves of non-strategic operations, made substantial new investments in our
core business lines and in 2000 implemented initiatives to improve our capital
structure. Significant changes we have made during the periods under discussion
that have had, or will have, an impact on our operating results include:

    MERGERS AND ACQUISITIONS.  In 2000, we took a significant step to
consolidate our leading position in the Brazilian fertilizer industry by
acquiring a controlling interest in Manah, a Brazilian fertilizer company, for
$47 million in cash, net of cash acquired of $36 million. As a result of the
acquisition of Manah, we also obtained a controlling interest in Fosfertil,
which is involved in phosphate mining and production of intermediate fertilizer
products. We accounted for the acquisition of Manah and Fosfertil under the
purchase method. Manah's and Fosfertil's results are included in our results of
operations beginning in April 2000. During the past three years, we have also
increased our ownership in several of our Brazilian subsidiaries through share
exchanges with the minority shareholders of those entities. We have also merged
several of our Brazilian subsidiaries in order to reduce costs and expenses,
rationalize our facilities and reduce our turnover tax liability in Brazil,
which is based on sales between legal entities, including legal

                                       32
<PAGE>
entities under common control. See "Business--Recent Acquisitions and
Divestitures" for more information about these transactions.

    EXPANSION OF INTERNATIONAL MARKETING ACTIVITIES.  In 1999, we initiated our
strategy to expand our agribusiness international marketing activities. This
area of our business grew significantly in 2000 and the first quarter of 2001,
as we opened new offices in the United States, Europe and Asia and substantially
increased the number of employees in this business worldwide. This expansion
resulted in increased sales volumes, gross profit, selling, general and
administrative expenses and working capital in 2000 and the first quarter of
2001.

    RESTRUCTURING PROGRAM.  We conducted restructuring initiatives in 2000,
primarily in response to a downturn in profitability in the global agricultural
commodities industry which had begun in 1998. See "--Industry Economic
Conditions and Cyclicality" below for a description of the causes of this
downturn. Our restructuring program was primarily focused on reducing
overcapacity in our oilseed processing business. During 2000, we closed three
oilseed processing plants in Brazil and one plant in the United States. We also
wrote down some assets in our edible oil products and corn products businesses
that had become obsolete due to advances in technology in some of our product
lines, such as our shift from cans to clear plastic containers for bottled oils.
These actions resulted in our recording of impairment and restructuring charges
of $49 million in 2000, which consisted of a $44 million non-cash write-down of
property, plant and equipment and goodwill, as well as $5 million in employee
termination costs.

    FINANCING INITIATIVES.  Prior to 2000, we obtained most of our financing on
a decentralized basis at subsidiary levels. In 2000, we took steps to coordinate
our financing activities at the parent company level. These steps included the
establishment of a $700 million commercial paper program, the issuance of
$170 million of redeemable preferred stock by a special purpose subsidiary and
$125 million of fixed rate trust certificates. We used the proceeds from these
financings to refinance the indebtedness of our Brazilian subsidiaries and lower
our foreign currency exposure and interest costs. These initiatives had a
positive impact on our results of operations in the fourth quarter of 2000 and
the first quarter of 2001 and we expect them to have a continuing positive
impact in future periods. See "--Liquidity and Capital Resources" and
"--Quantitative and Qualitative Disclosures About Market Risk."

    DIVESTITURES.  In March 1998, we disposed of our Brazilian meat and poultry
division by transferring our $52 million investment in this business to Bunge
International Limited, our sole shareholder. In addition, in March 2001 we sold
our consumer bread products division in Brazil for a gain of approximately
$3 million to a third party. We divested these operations as they were not part
of our core business strategy.

OPERATING PERFORMANCE

    In each of our business divisions, operating performance is affected by the
following key factors.

    AGRIBUSINESS

    In the agribusiness division, we purchase, store, process, transport,
merchandise and finance agricultural commodities, principally soybeans, soybean
meal and soybean oil, which we collectively refer to as soy commodity products.
In our grain origination, oilseed processing and international marketing
operations, soy commodity products represent 70%, 100% and 70%, respectively, of
our total sales volumes for these business lines. In this division,
profitability is principally affected by the price of soy commodity products,
the volatility of the prices for these products and the relationship among those
prices. Prices, in turn, are affected by the perceived and actual availability
of, and demand for, soy commodity products. Availability is affected by weather
conditions in North America, Brazil and Argentina, governmental trade policies
and growing patterns, including substitution by farmers of other agricultural
commodities for soybeans. Demand is affected by growth in worldwide consumption
of food products and the price of substitute agricultural products. In addition,
the high capital costs and time required to

                                       33
<PAGE>
construct oilseed processing facilities may cause imbalances between
industry-wide levels of oilseed processing capacity and demand for soy commodity
products. The relationship among soybean prices and soybean meal and soybean oil
prices may be affected by these imbalances. The effect of these factors on
soybean, soybean meal and soybean oil prices will affect our decisions regarding
whether and when to purchase, store, process, transport or merchandise these
commodities.

    Because agricultural commodity prices are often volatile, we believe net
sales are not a reliable indicator of performance in the agribusiness division.
Gross profit is a key measure we use to evaluate the success of this division.
Gross profit reflects the net margin we earn on the difference between the
purchase and sales prices of agricultural commodities, less the costs of
storing, processing and transporting those agricultural commodities based upon
the volumes we transact.

    FERTILIZER

    In the fertilizer division, demand for our products is affected by the
profitability of the Brazilian agricultural sector, agricultural commodity
prices, the types of crops planted, the number of acres planted and weather
related issues affecting the success of the harvest. The continued development
of the Brazilian agricultural sector has had, and we expect will continue to
have, a positive impact on demand for our fertilizer products. Our cost of goods
sold in the fertilizer business principally comprises the cost of our primary
raw materials, which are nitrogen, phosphate and potassium.

    FOOD PRODUCTS

    In the food products division, our net sales are affected by competition,
changes in eating habits, Brazilian currency fluctuations and changes in general
economic conditions in our principal markets, the United States and Brazil.
During an economic downturn, such as the one experienced in Brazil after the
1999 devaluation of the REAL, consumers tend to purchase less expensive food
products in lieu of premium brands, thus negatively impacting our net sales and
gross profit. Competition in this industry has intensified in the past several
years due to consolidation in the supermarket industry. Profitability in this
division is also affected by the mix of products that we sell. Our cost of goods
sold in our food products division is principally impacted by fluctuations in
agricultural commodity prices.

INDUSTRY ECONOMIC CONDITIONS AND CYCLICALITY

    Demand for agricultural commodities has continued to increase due to growth
in world population despite the occurrence of regional economic downturns.
However, beginning in the latter half of 1998, gross profit margins in our
oilseed processing business declined significantly due to excessive
industry-wide processing capacity. The effects of these adverse industry
conditions on our business were exacerbated by increases in consumption of
non-soy oils, particularly palm and rapeseed, and by China's shift to oilseed
purchases in lieu of meal and oil.

    During 2000, we and other global oilseed processors responded to these
events by closing older, less efficient facilities. This has resulted in a
reduction in industry overcapacity. In addition, we expect the recent European
ban on the use of meat and bone meal in animal feed and improvements in Asian
economies to increase long-term demand for soybean meal. These factors resulted
in an improvement in our oilseed processing gross profit margins beginning in
the fourth quarter of 2000 as indicated by the 13% improvement in our oilseed
processing margins in the fourth quarter of 2000 compared to the third quarter
of 2000.

EFFECTS OF RECENT DROUGHT IN BRAZIL

    While the recent drought in Brazil has adversely affected certain
agricultural growing areas, the reduced production in these areas has been
offset by increased production in other growing areas of Brazil. We are
currently assessing the current and potential impact of the drought in Brazil on
our financial

                                       34
<PAGE>
position and results of operations. However, we currently expect that the
reduced production from the drought-affected growing areas will not have a
material adverse impact on our business in 2001.

    The drought in Brazil has also resulted in a severe energy shortage in that
country as approximately 95% of Brazil's electricity supply is derived from
hydroelectric power. In May 2001, the Brazilian government announced a rationing
plan pursuant to which all consumers must reduce their consumption of
electricity by 20% compared to the same period in the prior year or face fines
and/or forced interruption of power. In addition, the reduced supply of energy
in Brazil has resulted in higher market prices for electricity. We have
implemented energy conservation measures which we believe should allow us to
meet the quotas imposed by the government without significant disruption in our
operations or a material increase in our energy costs.

EFFECTS OF CURRENCY FLUCTUATIONS ON OUR BUSINESS

    Over 75% of our net sales, comprised of our agribusiness division and our
U.S.-based food products division net sales, are invoiced in U.S. dollars or
linked to dollar prices. In addition, the value of our agricultural commodities
inventories is linked to dollar prices. Furthermore, the Brazilian fertilizer
industry, due to its relationship to the agricultural sector which derives its
profitability from dollar-based international commodity prices, has historically
been able to adjust its sales prices in response to the effects of exchange rate
fluctuations on imported raw material costs. However, our food products
division's net sales in Brazil, which comprise approximately 11% of our total
net sales, are denominated in Brazilian REAIS.

    BRAZIL

    In early 1999, the Brazilian government allowed the REAL to float freely,
resulting in a 32% devaluation against the U.S. dollar during 1999. This change
in monetary policy has continued to cause volatility in exchange rates and in
2000 and the first three months of 2001, the REAL declined an additional 9% and
10%, respectively, in value against the U.S. dollar. A devaluation of the REAL
affects our consolidated financial statements by:

    - reducing our REAL-denominated net sales as a result of the translation of
      those amounts into U.S. dollars for consolidation purposes at weakening
      exchange rates;

    - reducing our REAL-denominated selling, general and administrative and
      depreciation, depletion and amortization expenses, as well as other
      REAL-denominated operating costs as a result of the translation of those
      amounts for consolidation purposes into U.S. dollars at weakening exchange
      rates;

    - generating foreign exchange transaction gains or losses on U.S.
      dollar-denominated monetary assets and liabilities of our Brazilian
      subsidiaries, which are reflected in our consolidated statements of
      income;

    - generating economic gains or losses based on changes in market value of
      our readily marketable agricultural inventories, which are linked to U.S.
      dollar prices;

    - increasing our foreign currency hedging costs due to higher risk premiums,
      which increases are reflected in our consolidated statements of income;
      and

    - generating foreign currency translation losses on the net assets of our
      Brazilian subsidiaries, which are reflected in other comprehensive income
      (loss).

    Since March 31, 2001, the REAL has continued to decline significantly in
value against the U.S. dollar, and we expect that this devaluation will
negatively impact our results of operations for the second quarter of 2001.
Continued weakness of the REAL may negatively impact our results of operations
for the remainder of 2001 as well.

                                       35
<PAGE>
    During 2000, we initiated measures to reduce our exposure to foreign
currency fluctuations, particularly their effects on our results of operations.
These measures included replacing third party U.S. dollar-denominated debt of
our Brazilian subsidiaries with permanently invested long-term intercompany
loans. These loans do not require cash payment of principal and are treated as
analogous to equity for accounting purposes. Therefore, the foreign exchange
gains or losses on these intercompany loans are recorded in other comprehensive
income (loss) in contrast to foreign exchange gains or losses on third party
debt, which are recorded in non-operating income (expense)-net in our
consolidated statements of income.

    ARGENTINA

    In June 2001, the Argentine government announced that export transactions
would be exempted from Argentina's existing one-to-one PESO/dollar exchange rate
and would be subject to an exchange rate based on the average of the euro and
the U.S. dollar. This policy is intended to stimulate the economy by lowering
the value of the PESO compared to the U.S. dollar, thereby making it it cheaper
to sell Argentine goods abroad. Our Argentine operations are principally
agribusiness related and thus are linked to the U.S. dollar-based international
pricing of agricultural commodities. In addition, substantially all of our
Argentine net sales are exports. Therefore, we do not expect that this change in
exchange rate policy will have a material impact on our consolidated results of
operations or financial position.

SEASONALITY

    In our agribusiness division, our sales volumes and distribution activities
do not experience material seasonal fluctuations since we are widely diversified
in the global agribusiness market. The worldwide need for food is not seasonal
and increases together with growing populations. The geographic balance of our
grain origination assets in North and South America also assures us a more
consistent supply of agricultural commodities throughout the year. However,
there is a degree of seasonality in our gross profit, as our higher margin
oilseed processing operations experience higher volumes in the second, third and
fourth quarters due to the timing of the soybean harvests. In addition, price
and margin variations and increased availability of agricultural commodities at
harvest times often cause fluctuations in our inventories and short-term
borrowings.

    In our fertilizer division, we are subject to consistent seasonal trends
based on the agricultural growing cycle in Brazil. As a result, fertilizer sales
are significantly higher in the third and fourth quarters of our fiscal year.

    In our food products division, there are no significant seasonal impacts on
our business.

INCOME TAXES

    As a Bermuda exempted company, we are not subject to income taxes in our
jurisdiction of incorporation. However, our subsidiaries, which operate in
several tax jurisdictions, principally the United States and Brazil, are subject
to income taxes at various statutory rates.

    Our United States export sales of agricultural commodities and certain food
products have been subject to favorable U.S. tax treatment, thus lowering our
overall tax liabilities. However, this favorable tax treatment has recently been
challenged by the European Union before the World Trade Organization, or WTO,
and in June 2001, a committee of the WTO issued an interim report recommending
that the WTO rule against the United States with respect to this issue. An
unfavorable ruling by the WTO could ultimately result in a loss of the favorable
tax treatment on our U.S. agricultural commodities export sales, which benefit
represented approximately $10 million in 2000.

    In Brazil, our operations have generated a significant amount of net
operating losses, a large portion of which are attributable to the devaluation
of the Brazilian REAL in 1999. However, we are required to

                                       36
<PAGE>
reduce portions of these net operating losses through valuation allowances based
on our assessment of the likelihood of their realization. As of December 31,
2000, we had deferred tax assets related to net operating losses of
$172 million, which we reduced by $95 million in valuation allowances. The
utilization of these net operating losses will reduce our future tax
liabilities.

RESULTS OF OPERATIONS

    A summary of certain items in our consolidated statements of income and
volumes by reportable segment for the periods indicated follows.

<TABLE>
<CAPTION>
                                                                                THREE MONTHS
                                               YEAR ENDED DECEMBER 31,         ENDED MARCH 31,
                                            ------------------------------   -------------------
                                              1998       1999       2000       2000       2001
                                            --------   --------   --------   --------   --------
                                                     (US$ IN MILLIONS, EXCEPT VOLUMES)
<S>                                         <C>        <C>        <C>        <C>        <C>
NET SALES:
Agribusiness..............................   $5,894     $5,517     $6,327     $1,407     $1,765
Fertilizer................................      625        605      1,466        129        283
Edible oil products.......................    1,923      1,109      1,019        269        217
Wheat milling and bakery products.........      447        579        527        133        122
Other.....................................      214        265        328         67         85
                                             ------     ------     ------     ------     ------
  Total...................................   $9,103     $8,075     $9,667     $2,005     $2,472
                                             ======     ======     ======     ======     ======
COST OF GOODS SOLD:
Agribusiness..............................   $5,600     $5,314     $6,065     $1,396     $1,696
Fertilizer................................      535        457      1,228        111        245
Edible oil products.......................    1,741        970        871        231        190
Wheat milling and bakery products.........      390        494        476        113        109
Other.....................................      167        228        295         60         76
Impairment and restructuring charges......       --         --         49         --         --
                                             ------     ------     ------     ------     ------
  Total...................................   $8,433     $7,463     $8,984     $1,911     $2,316
                                             ======     ======     ======     ======     ======
GROSS PROFIT:
Agribusiness..............................   $  294     $  203     $  223     $   11     $   69
Fertilizer................................       90        148        238         18         38
Edible oil products.......................      182        139        143         38         27
Wheat milling and bakery products.........       57         85         51         20         13
Other.....................................       47         37         28          7          9
                                             ------     ------     ------     ------     ------
  Total...................................   $  670     $  612     $  683     $   94     $  156
                                             ======     ======     ======     ======     ======
SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES:
Agribusiness..............................   $  132     $  111     $  132     $   28     $   34
Fertilizer................................       43         42         85          5         12
Edible oil products.......................      128         98        109         24         18
Wheat milling and bakery products.........       54         61         41         15         11
Other.....................................       21         10         20          4          3
Unallocated...............................       (4)        10         --          4          4
                                             ------     ------     ------     ------     ------
  Total...................................   $  374     $  332     $  387     $   80     $   82
                                             ======     ======     ======     ======     ======
</TABLE>

                                       37
<PAGE>

<TABLE>
<CAPTION>
                                                                                THREE MONTHS
                                               YEAR ENDED DECEMBER 31,         ENDED MARCH 31,
                                            ------------------------------   -------------------
                                              1998       1999       2000       2000       2001
                                            --------   --------   --------   --------   --------
                                                     (US$ IN MILLIONS, EXCEPT VOLUMES)
<S>                                         <C>        <C>        <C>        <C>        <C>
INCOME FROM OPERATIONS:
Agribusiness..............................   $  162     $   92     $   91     $  (17)    $   35
Fertilizer................................       47        106        153         13         26
Edible oil products.......................       54         41         34         14          9
Wheat milling and bakery products.........        3         24         10          5          2
Other.....................................       26         27          8          3          6
Unallocated...............................        4        (10)        --         (4)        (4)
                                             ------     ------     ------     ------     ------
  Total...................................   $  296     $  280     $  296     $   14     $   74
                                             ======     ======     ======     ======     ======

NET INCOME (LOSS).........................   $   92     $   (5)    $   12     $   (8)    $    6
                                             ======     ======     ======     ======     ======

VOLUMES (IN MILLIONS OF METRIC TONS):
Agribusiness..............................     29.1       31.9       46.3        9.2       11.1
Fertilizer................................      3.5        4.2       10.2         .7        1.6
Edible oil products.......................      1.5        1.6        1.6         .4         .4
Wheat milling and bakery products.........      1.5        2.0        1.9         .4         .5
Other.....................................      1.2        1.1        1.1         .1         .1
                                             ------     ------     ------     ------     ------
  Total...................................     36.8       40.8       61.1       10.8       13.7
                                             ======     ======     ======     ======     ======
</TABLE>

    THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31,
     2001

    NET SALES.  Net sales increased by $467 million, or 23.3%, to $2,472 million
for the three months ended March 31, 2001 from $2,005 million for the three
months ended March 31, 2000.

    Net sales in our agribusiness segment grew by $358 million, or 25.4%, to
$1,765 million for the three months ended March 31, 2001 from $1,407 million for
the three months ended March 31, 2000. Agribusiness segment net sales increased
primarily due to higher sales volumes and higher average prices for soy
commodity prices. The increase in sales volumes was largely due to growth in our
international marketing operations, which increased sales volumes by
1.8 million metric tons, or 69.2%, for the three months ended March 31, 2001
compared to the three months ended March 31, 2000. Average selling prices of soy
commodity products were higher due to increased demand for soybean meal
resulting from the recent European ban on the use of meat and bone meal in
animal feed.

    Net sales in our fertilizer segment increased by $154 million, or 119.4%, to
$283 million for the three months ended March 31, 2001 from $129 million for the
three months ended March 31, 2000. Fertilizer segment net sales increased
significantly due to higher sales volumes as a result of the acquisition of
Manah and Fosfertil. Average selling prices of our fertilizer products remained
relatively flat for the three months ended March 31, 2001 compared to the three
months ended March 31, 2000.

    Net sales in our edible oil products segment decreased by $52 million, or
19.3%, to $217 million for the three months ended March 31, 2001 from
$269 million for the three months ended March 31, 2000. This decrease in net
sales was primarily due to decreases in average selling prices of our edible oil
products in 2001. The decline in average selling prices of our edible oil
products was attributable to the adverse effects of the REAL devaluation in the
first quarter of 2001 and competitive pressures in our markets.

    Net sales in our wheat milling and bakery products segment decreased by
$11 million, or 8.3%, to $122 million for the three months ended March 31, 2001
from $133 million for the three months ended March 31, 2000. This decrease in
net sales was primarily due to decreases in average selling prices for our

                                       38
<PAGE>
wheat milling and bakery products. The decline in average selling price for our
wheat milling and bakery products was attributable to the adverse effects of the
REAL devaluation in the first quarter of 2001.

    Net sales in our other segment increased by $18 million, or 26.9%, to
$85 million for the three months ended March 31, 2001 from $67 million for the
three months ended March 31, 2000. The increase in net sales is primarily due to
higher sales volumes in our soy ingredients and corn products businesses
partially offset by decreases in average selling prices.

    COST OF GOODS SOLD.  Cost of goods sold increased by $405 million, or 21.2%,
to $2,316 million for the three months ended March 31, 2000 from $1,911 million
for the three months ended March 31, 2000. Included in cost of goods sold were
$38 million and $23 million of depreciation, depletion and amortization expenses
for the three months ended March 31, 2001 and the three months ended March 31,
2000, respectively.

    Cost of goods sold in our agribusiness segment increased by $300 million, or
21.5%, to $1,696 million for the three months ended March 31, 2001 from
$1,396 million for the three months ended March 31, 2000. This increase was
primarily due to higher sales volumes in international marketing.

    Cost of goods sold in our fertilizer segment increased by $134 million, or
120.7%, to $245 million for the three months ended March 31, 2001 from $111
million for the three months ended March 31, 2000. This increase was primarily
due to higher sales volumes as a result of the acquisition of Manah and
Fosfertil. In addition, depreciation and depletion costs increased by
$14 million to $17 million for the three months ended March 31, 2001 compared to
$3 million for the three months ended March 31, 2000 due to the acquisition of
Manah and Fosfertil.

    Costs of goods sold in our edible oil products segment declined by
$41 million, or 17.8%, to $190 million for the three months ended March 31, 2001
from $231 million for the three months ended March 31, 2000. This decline was
primarily due to the REAL devaluation and lower raw material costs.

    Costs of goods sold in our wheat milling and bakery products segment
declined by $4 million, or 3.5%, to $109 million for the three months ended
March 31, 2001 from $113 million for the three months ended March 31, 2000. This
decline was primarily due to the REAL devaluation offset by an increase in raw
material costs.

    Costs of goods sold in our other segment increased by $16 million, or 26.7%,
to $76 million for the three months ended March 31, 2001 from $60 million for
the three months ended March 31, 2000. This increase was primarily due to higher
sales volumes in our soy ingredients and corn products businesses.

    GROSS PROFIT.  Gross profit increased by $62 million, or 66.0%, to $156
million for the three months ended March 31, 2001 from $94 million for the three
months ended March 31, 2000.

    Gross profit in our agribusiness segment increased by $58 million, or
527.3%, to $69 million for the three months ended March 31, 2001 compared to
$11 million for the three months ended March 31, 2000. This increase was
primarily due to improved profitability in our grain origination and oilseed
processing business lines and growth in our international marketing operations.
The improvement in gross profit in grain origination and oilseed processing was
due to higher gross profit margins that resulted from the industry-wide capacity
reductions, including our own restructuring initiatives in the second half of
2000, and increased demand for soybean meal resulting from the recent European
ban on the use of meat and bone meal in animal feed.

    Gross profit in our fertilizer segment increased by $20 million, or 111.1%,
to $38 million for the three months ended March 31, 2001 from $18 million for
the three months ended March 31, 2000. This increase was primarily due to the
acquisition of Manah and Fosfertil.

    Gross profit in our edible oil products segment declined by $11 million, or
29.0%, to $27 million for the three months ended March 31, 2001 from
$38 million for the three months ended March 31, 2000. This

                                       39
<PAGE>
decrease was due to the effects of the REAL devaluation and lower average
selling prices offset by lower raw material costs.

    Gross profit in our wheat milling and bakery products segment declined by
$7 million, or 35.0%, to $13 million for the three months ended March 31, 2001
from $20 million for the three months ended March 31, 2000. This decrease was
due to the effects of the REAL devaluation and higher raw material costs.

    Gross profit in our other segment increased by $2 million, or 28.6%, to
$9 million for the three months ended March 31, 2001 from $7 million for the
three months ended March 31, 2000. This increase was due to higher sales volumes
in our soy ingredients and corn products businesses.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses, or SG&A, increased by $2 million, or 2.5%, to
$82 million for the three months ended March 31, 2001 from $80 million for the
three months ended March 31, 2000. SG&A increased by $6 million in the
agribusiness segment principally due to the expansion of our South American
grain origination operations, partially offset by the effects of the REAL
devaluation. In addition, SG&A increased by $7 million in the fertilizer segment
due to the acquisition of Manah and Fosfertil. SG&A in the edible oil products
and wheat milling and bakery segments decreased by $6 million and $4 million,
respectively, due to the effects of the REAL devaluation and our cost reduction
programs.

    INCOME FROM OPERATIONS.  Income from operations increased by $60 million, or
428.6%, to $74 million for the three months ended March 31, 2001 from
$14 million for the three months ended March 31, 2000. The increase was
primarily a result of higher agribusiness segment gross profit and growth in our
international marketing operations in the agribusiness segment and the
acquisitions of Manah and Fosfertil, while income from operations in the edible
oil products and wheat milling and bakery products segments declined primarily
due to the effects of the REAL devaluation.

    NON-OPERATING ITEMS.  A summary of significant non-operating items for the
periods indicated follows.

<TABLE>
<CAPTION>
                                                                       THREE MONTHS
                                                                     ENDED MARCH 31,
                                                                  ----------------------
                                                                    2000          2001
                                                                  --------      --------
                                                                    (US$ IN MILLIONS)
<S>                                                               <C>           <C>
Interest income.............................................        $ 31          $ 41
Interest expense............................................         (36)          (62)
Interest expense on readily marketable inventories..........         (14)          (11)
Foreign exchange............................................           3           (43)
Other income................................................           4             2
                                                                    ----          ----
      Total.................................................        $(12)         $(73)
                                                                    ====          ====
</TABLE>

    Interest income increased by $10 million to $41 million for the three months
ended March 31, 2001 from $31 million for the three months ended March 31, 2000,
primarily due to higher short-term investments. Interest expense increased by
$26 million to $62 million for the three months ended March 31, 2001 from
$36 million for the three months ended March 31, 2000 because of higher levels
of debt assumed as a result of the Manah and Fosfertil acquisitions. Average
interest rates on our debt for the three months ended March 31, 2001 compared to
March 31, 2000 were lower as a result of the financing initiatives we
implemented in 2000. Interest expense on short-term debt used to finance readily
marketable inventories, which are our agricultural commodities inventories,
decreased by $3 million to $11 million for the three months ended March 31, 2001
from $14 million for the three months ended March 31, 2000. The decrease in
interest expense on readily marketable inventories was due to lower average
levels of readily marketable inventories and associated short-term debt in the
first quarter of 2001 compared to 2000.

                                       40
<PAGE>
    Foreign exchange losses increased by $46 million to a loss of $43 million
for the three months ended March 31, 2001 from a gain of $3 million for the
three months ended March 31, 2000. This increase was primarily due to changes in
exchange rates between the REAL and the U.S. dollar, as the REAL declined in
value against the U.S. dollar by 10% for the three months ended March 31, 2001
compared to a 3% appreciation for the three months ended March 31, 2000. Our use
of permanently invested long-term intercompany loans diminished our foreign
exchange losses by $35 million. Permanently invested intercompany loans will not
be repaid and therefore are treated as analogous to equity for accounting
purposes. The foreign exchange losses related to these intercompany loans were
recorded in other comprehensive income (loss) in our consolidated balance sheet
for the three months ended March 31, 2001. Our use of these intercompany loans
was not significant during the three-months ended March 31, 2000.

    Income tax expense was $.3 million for the three months ended March 31, 2001
compared to an expense of $1 million recorded in the three months ended
March 31, 2000. Income tax expense for the first three months of 2001 was lower
compared to the first three months of 2000 primarily due to lower taxable
income.

    Minority interest was an expense of $5 million for the three months ended
March 31, 2001 compared to an expense of $6 million for the three months ended
March 31, 2000. This change was primarily a result of lower earnings of our
Brazilian subsidiaries due to the REAL devaluation offset by increased expenses
associated with minority interest in Manah and Fosfertil and $3 million of
preferred stock dividends recorded in the first quarter of 2001.

    NET INCOME.  Net income was $6 million for the three months ended March 31,
2001 compared to a net loss of $8 million for the three months ended March 31,
2000. Net income for the three months ended March 31, 2001 was affected by a
$7 million cumulative effect of a change in accounting principle related to the
adoption of SFAS No. 133. As a result of this adoption, commencing in 2001, we
have elected to begin recording unrealized gains and losses on previously
unrecognized forward purchase and sales contracts as a component of cost of
goods sold over the term of these contracts rather than on the delivery date for
the underlying commodity. See "--Recent Accounting Pronouncements." In addition,
we recorded a $3 million gain on the disposal of our consumer bread products
division in Brazil for the three months ended March 31, 2001 compared to a loss
relating to this division for the three months ended March 31, 2000. We sold
this division to a third party in March 2001 for $64 million.

    YEAR ENDED DECEMBER 31, 1999 COMPARED TO DECEMBER 31, 2000

    NET SALES.  Net sales increased by $1,592 million, or 19.7%, to
$9,667 million in 2000 from $8,075 million in 1999.

    Net sales in our agribusiness segment grew by $810 million, or 14.7%, to
$6,327 million in 2000 from $5,517 million in 1999. Agribusiness segment net
sales increased primarily due to higher sales volumes, partially offset by lower
average agricultural commodity prices. The increase in sales volumes was caused
by rapid growth in our international marketing operations, which increased sales
volumes by 9.5 million metric tons compared to 1999, as well as an increase of
4.8 million metric tons in our grain origination business. The increase in
volumes was due in part to higher sales of soybeans as a result of our decision
to sell soybeans rather than process them into soybean meal and soybean oil.
This decision was made because margins on soybean export sales were more
favorable than margins available on soybean meal and soybean oil. Average
selling prices of soy commodity products declined in our grain origination,
oilseed processing and international marketing business lines due primarily to
changes in China's import policies for soy commodity products and excess
industry-wide oilseed processing capacity. See "--Industry Economic Conditions
and Cyclicality."

    Net sales in our fertilizer segment increased by $861 million, or 142.3%, to
$1,466 million in 2000 from $605 million in 1999. Fertilizer segment net sales
increased significantly as a result of the acquisition of

                                       41
<PAGE>
Manah and Fosfertil and internal growth in our business. Average selling prices
of our fertilizer products remained flat during 2000 compared to 1999. Excluding
the effects of the acquisition of Manah and Fosfertil, sales volumes in our
fertilizer segment increased by 14.3% in 2000 compared to 1999 driven by growth
in the Brazilian agricultural sector. The acquisition of Manah and Fosfertil
increased our sales volumes by 5.4 million metric tons in 2000.

    Net sales in our edible oil products segment decreased by $90 million, or
8.1%, to $1,019 million in 2000 from $1,109 million in 1999. This decrease was
primarily attributable to the adverse effects of the REAL devaluation and lower
average selling prices due to competitive pressures in Brazil.

    Net sales in our wheat milling and bakery products segment decreased by
$52 million, or 9.0%, to $527 million in 2000 from $579 million in 1999. This
decrease was primarily attributable to lower sales volumes and the adverse
effects of the REAL devaluation.

    Net sales in our other segment increased by $63 million, or 23.8%, to
$328 million in 2000 from $265 million in 1999. The increase was primarily due
to higher average selling prices in our soy ingredients and corn products
businesses.

    COST OF GOODS SOLD.  Cost of goods sold, including impairment and
restructuring charges of $49 million, increased by $1,521 million, or 20.4%, to
$8,984 million in 2000 from $7,463 million in 1999. Included in cost of goods
sold were $149 million and $101 million of depreciation, depletion and
amortization expenses in 2000 and 1999, respectively.

    Cost of goods sold in our agribusiness segment, excluding impairment and
restructuring charges of $39 million recorded in 2000, increased by
$751 million, or 14.1%, to $6,065 million in 2000 from $5,314 million in 1999.
This increase was primarily due to higher sales volumes in our grain origination
and international marketing operations, offset by lower average prices of soy
commodity products.

    Cost of goods sold in our fertilizer segment increased by $771 million, or
168.7%, to $1,228 million in 2000 from $457 million in 1999. This increase was
primarily because of higher sales volumes due to internal growth, the
acquisition of Manah and Fosfertil and higher production costs. The higher
production costs were attributable to our acquisition of Manah and Fosfertil. In
addition, depreciation and depletion costs increased by $41 million in 2000
compared to 1999 due to the acquisition of Manah and Fosfertil.

    Cost of goods sold in our edible oil products segment, excluding impairment
and restructuring charges of $5 million recorded in 2000, declined by
$99 million, or 10.2%, to $871 million in 2000 from $970 million in 1999. This
decline was primarily due to lower raw material costs and the effects of the
REAL devaluation.

    Cost of goods sold in our wheat milling and bakery products segment declined
by $18 million, or 3.6%, to $476 million in 2000 from $494 million in 1999. This
decline was due to the effects of the REAL devaluation and lower sales volumes.

    Cost of goods sold in our other segment, excluding impairment and
restructuring charges of $5 million recorded in 2000, increased by $67 million,
or 29.4%, to $295 million in 2000 from $228 million in 1999. This increase was
primarily due to higher raw material costs in our soy ingredients and corn
products businesses.

    GROSS PROFIT.  Gross profit increased by $71 million, or 11.6%, to
$683 million in 2000 from $612 million in 1999.

    Gross profit in our agribusiness segment increased by $20 million, or 9.9%,
to $223 million in 2000 compared to $203 million in 1999. Excluding $39 million
in impairment and restructuring charges recorded in 2000, gross profit in the
agribusiness segment increased by $59 million, or 29.1%. This increase was
primarily due to growth in sales volumes in our grain origination and
international marketing operations. A portion of the increase in volumes was due
to our decision to sell more soybeans rather than process them into soybean meal
and soybean oil.

                                       42
<PAGE>
    Fertilizer segment gross profit increased by $90 million, or 60.8%, to
$238 million in 2000 from $148 million in 1999. This increase was primarily due
to the acquisition during 2000 of Manah and Fosfertil and internal growth in our
business.

    Gross profit in our edible oil products segment increased by $4 million, or
2.9%, to $143 million in 2000 from $139 million in 1999. Excluding $5 million in
impairment and restructuring charges recorded in 2000, gross profit in the
edible oil products segment increased by $9 million, or 6.5%. The increase was
primarily due to lower raw material costs partially offset by lower average
selling prices and the effects of the REAL devaluation.

    Gross profit in our wheat milling and bakery products segment declined by
$34 million, or 40.0%, to $51 million in 2000 from $85 million in 1999. The
decline was due primarily to decreases in sales volumes and the adverse effects
of the REAL devaluation.

    Gross profit in our other segment declined by $9 million, or 24.3%, to
$28 million in 2000 from $37 million in 1999. Excluding $5 million in impairment
and restructuring charges recorded in 2000, gross profit in our other segment
declined by $4 million, or 10.8%. The decline was due primarily to higher raw
material costs partially offset by higher average selling prices in our soy
ingredients and corn products businesses.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  SG&A increased by
$55 million, or 16.6%, to $387 million in 2000 from $332 million in 1999. SG&A
increased by $21 million in the agribusiness segment principally due to the full
year of operations in 2000 of our Council Bluffs, Iowa oilseed processing
facility and growth of our international marketing operations and by
$43 million in the fertilizer segment due to the acquisition of Manah and
Fosfertil, while the edible oil products segment increased by $11 million due to
higher advertising and promotional expenses. SG&A in the wheat milling and
bakery products segment decreased by $20 million primarily due to the effects of
the REAL devaluation. SG&A expenses in our other segment increased primarily due
to higher promotional expenses relating to our soy ingredients and corn products
businesses.

    INCOME FROM OPERATIONS.  Income from operations increased by $16 million, or
5.7%, to $296 million in 2000 from $280 million in 1999. Income from operations
in our agribusiness segment remained flat as a result of higher gross profit in
our grain origination and international marketing operations, offset by higher
SG&A relating to the full year of operations of our Council Bluffs, Iowa oilseed
processing facility and the growth of our international marketing operations.
The increase was due to the acquisitions during 2000 of Manah and Fosfertil and
internal growth in our fertilizer segment. The increase was partially offset by
a decrease in income from operations in edible oil products which declined due
to increases in SG&A expenses and decreases in wheat milling and bakery products
due to a decline in sales volumes and the adverse effects of the REAL
devaluation. Income from operations in our other segment decreased primarily due
to lower average selling prices in our corn products business.

    NON-OPERATING ITEMS. A summary of significant non-operating items for the
periods indicated follows.

<TABLE>
<CAPTION>
                                                                       YEAR ENDED
                                                                      DECEMBER 31,
                                                                 ----------------------
                                                                   1999          2000
                                                                 --------      --------
                                                                   (US$ IN MILLIONS)
<S>                                                              <C>           <C>
Interest income............................................       $ 156         $ 138
Interest expense...........................................        (166)         (202)
Interest expense on readily marketable inventories.........         (40)          (52)
Foreign exchange...........................................        (255)         (116)
Other income...............................................           9             7
                                                                  -----         -----
  Total....................................................       $(296)        $(225)
                                                                  =====         =====
</TABLE>

                                       43
<PAGE>
    Interest income decreased by $18 million to $138 million in 2000 from
$156 million in 1999, primarily due to lower levels of invested cash. Interest
expense increased by $36 million to $202 million in 2000 from $166 million in
1999 because of higher levels of debt assumed as a result of the Manah and
Fosfertil acquisitions and higher working capital level requirements
attributable to higher accounts receivable generated by growth in our
international marketing operations. Interest expense on short-term debt used to
finance readily marketable inventories increased by $12 million to $52 million
from $40 million as a result of growth in our international marketing
activities.

    Foreign exchange losses declined by $139 million to $116 million in 2000
from $255 million in 1999. This was primarily due to changes in exchange rates
between the REAL and the U.S. dollar, as the REAL declined in value against the
U.S. dollar by 9% in 2000 compared to 32% in 1999. The decline was also
attributable to lower hedging costs due to our utilization of alternative
hedging instruments such as options and lower swap costs due to lower interest
rates in Brazil.

    Income tax expenses were $12 million in 2000 compared to an income tax
benefit of $27 million recorded in 1999. Income tax expenses in 2000 were higher
than 1999 due to the improved operating results of our subsidiaries. The income
tax benefit in 1999 was a result of the tax losses recorded by our Brazilian
subsidiaries due primarily to the devaluation of the REAL. This tax benefit was
partially offset by the recording of valuation allowances in 1999.

    Minority interest was an expense of $37 million in 2000 compared to income
of $4 million in 1999. This change was primarily due to the additional minority
interest in Manah and Fosfertil.

    NET INCOME.  Net income was $12 million in 2000 compared to a net loss of
$5 million in 1999 due to the aforementioned factors. Loss on discontinued
operations of our Brazilian consumer bread products division was $10 million in
2000 and $20 million in 1999.

    YEAR ENDED DECEMBER 31, 1998 COMPARED TO DECEMBER 31, 1999

    NET SALES.  Net sales decreased by $1,028 million, or 11.3%, to
$8,075 million in 1999 from $9,103 million in 1998.

    Net sales in our agribusiness segment declined by $377 million, or 6.4%, to
$5,517 million in 1999 from $5,894 million in 1998. Agribusiness segment net
sales decreased primarily due to lower average selling prices for soy commodity
products, offset by higher sales volumes. Sales volumes increased by
2.8 million metric tons in 1999 compared to 1998 primarily as a result of the
commencement of our international marketing operations in 1999.

    Fertilizer segment net sales decreased by $20 million, or 3.2%, to
$605 million in 1999 from $625 million in 1998. Sales volumes in our fertilizer
segment increased by .7 million metric tons, or 20.0%, in 1999 compared to 1998.
Additionally, average selling prices increased by 12.1% in 1999 compared to 1998
due to industry-wide price increases to recover higher imported raw material
costs. The increase in volumes and prices was offset by the devaluation of the
REAL, which resulted in a weaker exchange rate for the conversion of our
REAL-denominated sales into U.S. dollars for consolidation purposes.

    Net sales in our edible oil products segment decreased by $814 million, or
42.3%, to $1,109 million in 1999 from $1,923 million in 1998. This decrease was
primarily due to the devaluation of the REAL and a decrease in average selling
prices. This decrease was partially offset by increases in sales volumes of
 .1 million metric tons, or 6.7%, in 1999 compared to 1998.

    Net sales in our wheat milling and bakery products segment increased by
$132 million, or 29.5%, to $579 million in 1999 from $447 million in 1998. This
increase was primarily due to higher sales volumes which increased by
 .5 million metric tons, or 33.3%, in 1999 compared to 1998. The increase in net
sales was partially offset by the REAL devaluation.

                                       44
<PAGE>
    Net sales in our other segment increased by $51 million, or 23.8%, to
$265 million in 1999 from $214 million in 1998. This increase was primarily due
to higher average selling prices in our soy ingredients business.

    COST OF GOODS SOLD.  Cost of goods sold decreased by $970 million, or 11.5%,
to $7,463 million in 1999 from $8,433 million in 1998. Depreciation, depletion
and amortization expenses, included in cost of goods sold, decreased by
$43 million, or 29.9%, to $101 million in 1999 from $144 million in 1998. The
majority of this decline was due to the devaluation of the REAL. Depreciation,
depletion and amortization expenses declined by $12 million, $10 million,
$12 million, $4 million and $3 million in our agribusiness, fertilizer, edible
oil products and wheat milling and bakery segments and our other segment,
respectively, due primarily to the REAL devaluation.

    Cost of goods sold in our agribusiness segment decreased by $286 million, or
5.1%, to $5,314 million in 1999 from $5,600 million in 1998. This decrease was
primarily due to lower average prices for soy commodity products in the
agribusiness segment, partially offset by higher sales volumes.

    Cost of goods sold in our fertilizer segment decreased by $78 million, or
14.6%, to $457 million in 1999 from $535 million in 1998. This decrease was
primarily due to the devaluation of the REAL, offset in part by increased costs
associated with higher sales volumes and increased costs of imported raw
materials.

    Cost of goods sold in our edible oil products segment declined by
$771 million, or 44.3%, to $970 million in 1999 from $1,741 million in 1998.
This decrease was primarily due to the devaluation of the REAL and lower raw
material costs.

    Cost of goods sold in our wheat milling and bakery products segment
increased by $104 million, or 26.7%, to $494 million in 1999 from $390 million
in 1998. This increase was primarily due to increased costs associated with
higher sales volumes offset in part by the devaluation of the REAL.

    Cost of goods sold in our other segment increased by $61 million, or 36.5%,
to $228 million in 1999 from $167 million in 1998. This increase was primarily
due to higher raw material costs in our soy ingredients business.

    GROSS PROFIT.  Gross profit decreased by $58 million, or 8.7%, to
$612 million in 1999 from $670 million in 1998.

    Gross profit in our agribusiness segment decreased by $91 million, or 31.0%,
to $203 million in 1999 compared to $294 million in 1998. Gross profit in our
grain origination and oilseed processing businesses declined due to lower
average prices for soy commodity products. Prices for soy commodity products
decreased due to overcapacity in the oilseed processing industry and the
substitution of other agricultural commodities for soy commodity products, which
reduced demand for those products. Gross profit in our oilseed processing
business also declined due to start-up costs of our Council Bluffs, Iowa oilseed
processing facility. In 1999, we commenced our international marketing
operations, resulting in gross profit of $24 million in this business in 1999.

    Gross profit in our fertilizer segment increased by $58 million, or 64.4%,
to $148 million in 1999 from $90 million in 1998. This increase was primarily
due to higher sales volumes, higher sales prices and lower cost of goods sold.

    Gross profit in our edible oil products segment declined by $43 million, or
23.6%, to $139 million in 1999 from $182 million in 1998. This decline was
primarily the result of the devaluation of the REAL and a decrease in average
selling prices, partially offset by increased sales volumes and lower raw
material costs.

    Gross profit in our wheat milling and bakery products segment increased by
$28 million, or 49.1%, to $85 million in 1999 from $57 million in 1998. The
increase was primarily due to higher sales volumes.

    Gross profit in our other segment declined by $10 million, or 21.3%, to
$37 million in 1999 from $47 million in 1998. This decline was the result of
increased raw materials costs in our soy ingredients

                                       45
<PAGE>
business and the adverse effect of the REAL devaluation, partially offset by
increased selling prices in our soy ingredients business.

    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  SG&A decreased by
$42 million, or 11.2%, to $332 million in 1999 from $374 million in 1998. The
decrease in SG&A was attributable to lower expenses in our Brazilian operations
due to the devaluation of the REAL. This decrease was offset by increased SG&A
of $25 million in international marketing due to the start-up of these
operations and $7 million in wheat milling and bakery products primarily due to
the higher sales volumes.

    INCOME FROM OPERATIONS.  Income from operations decreased by $16 million, or
5.4%, to $280 million in 1999 from $296 million in 1998. The decrease was
attributable to our agribusiness segment, in which gross profit declined due to
lower gross profit in grain origination and oilseed processing and start-up
costs of our international marketing operations. This decrease was partially
offset by an increase in income from operations in our fertilizer segment
primarily due to higher sales volumes, higher sales prices and lower cost of
goods sold. Additionally, income from operations in our edible oil products
segment decreased primarily due to the devaluation of the REAL. Income from
operations in our wheat milling and bakery products segment increased primarily
due to higher sales volumes. The decline in income from operations in our other
segment is primarily due to the devaluation of the REAL and higher raw material
costs in our soy ingredients business.

    NON-OPERATING ITEMS. A summary of significant non-operating items for the
periods indicated follows.

<TABLE>
<CAPTION>
                                                                       YEAR ENDED
                                                                      DECEMBER 31,
                                                                 ----------------------
                                                                   1998          1999
                                                                 --------      --------
                                                                   (US$ IN MILLIONS)
<S>                                                              <C>           <C>
Interest income............................................       $ 268         $ 156
Interest expense...........................................        (144)         (166)
Interest expense on readily marketable inventories.........         (36)          (40)
Foreign exchange...........................................        (236)         (255)
Other income...............................................          28             9
                                                                  -----         -----
  Total....................................................       $(120)        $(296)
                                                                  =====         =====
</TABLE>

    Interest income decreased by $112 million to $156 million in 1999 from
$268 million in 1998. The decrease was primarily due to lower levels of invested
cash. Interest expense increased by $22 million to $166 million in 1999 from
$144 million in 1998 because of higher interest rates in Brazil caused by the
devaluation of the REAL, offset by a decline in overall debt levels. Interest
expense on short-term debt used to finance readily marketable inventories
increased by $4 million to $40 million in 1999 from $36 million in 1998 as the
average levels of readily marketable inventories increased slightly.

    Foreign exchange losses increased by $19 million to $255 million in 1999
from $236 million in 1998. This increase was primarily due to the devaluation of
the REAL in 1999, offset by a reduction in foreign currency exposure.

    We recorded an income tax benefit of $27 million in 1999 compared to an
expense of $43 million in 1998. The benefit in 1999 was attributable to pretax
losses, a $10 million tax credit related to a redetermination of foreign sales
corporation benefits for prior years and earnings of non-U.S. subsidiaries taxed
at lower rates, partially offset by the recording of valuation allowances.

    Minority interest was income of $4 million in 1999 compared to an expense of
$33 million in 1998. This change was primarily due to operating losses incurred
by subsidiaries in which we owned less than 100% of the equity during 1999.

                                       46
<PAGE>
    NET LOSS.  Net loss in 1999 was $5 million compared to net income of
$92 million in 1998 due to the aforementioned factors. Loss on discontinued
operations of our Brazilian consumer bread products division was $20 million in
1999 and $5 million in 1998. In addition, 1998 included a $3 million net loss on
our Brazilian meat and poultry division, which we divested in December 1998.

LIQUIDITY AND CAPITAL RESOURCES

    Capital expenditures were $70 million and $29 million for the three months
ended March 31, 2001 and the three months ended March 31, 2000, respectively,
and $184 million, $140 million and $279 million for the years ended
December 31, 2000, 1999 and 1998, respectively. The majority of these capital
expenditures related to efficiency improvements to reduce costs and upgrade
equipment due to changes in technology. In the three months ended March 31,
2001, we continued a number of revenue enhancing projects which we began in
2000, including constructing additional agricultural commodities storage
facilities in Brazil and a sulfuric acid plant in Brazil for our fertilizer
segment, as well as the continued upgrade of our Destrehan, Louisiana export
elevator which we began in 1999. In 1999, we completed the construction of our
oilseed processing facility at Council Bluffs, Iowa which we began in 1998, and
also built an edible oil refinery in Decatur, Alabama. In addition, in 1998, we
began the construction of our soy ingredients plant in Esteio, Brazil, which we
completed at the end of 1999. Although we have no current material commitments
for capital expenditures, we intend to invest approximately $250 million in
capital projects in 2001, primarily for efficiency improvements and
technological upgrades to our existing facilities.

    In the first quarter of 2001, we acquired an additional 3% interest in
Fosfertil S.A. for $21 million, of which $3 million consisted of cash and the
remainder consisted of a variable interest rate note payable in seven
installments ending July 2002. During 2000, we acquired Manah for $47 million in
cash, net of cash acquired of $36 million, and paid $24 million in cash to
acquire the remaining 13% of one of our Brazilian food products subsidiaries
that we did not already own. In 1998, we acquired the remaining 44% of one of
our Argentine agribusiness subsidiaries that we did not already own for
$39 million. In addition, in 1998 we spent $27 million, including $15 million in
cash, to acquire an additional 20% interest in one of our fertilizer
subsidiaries. In 1998, we also acquired two frozen bakery product businesses in
the United States for $35 million. Finally, in 1998, we completed several other
small acquisitions for a total of $57 million in cash. See "Business--Recent
Acquisitions and Divestitures" for more information regarding these
transactions.

    Proceeds from disposal of property, plant and equipment in 1998 were
$103 million, which included the sale-leaseback of barges in our agribusiness
segment and proceeds from the sale of three non-strategic facilities in our
wheat milling and bakery products segment. Proceeds from disposal of property,
plant and equipment were not significant in the first quarter of 2001 or in the
years ended December 31, 2000 and 1999.

    Our principal sources of liquidity are cash flow from operations and
borrowings under various short-term and long-term bank facilities and lines of
credit. Prior to 2000, we obtained most of our financing on a decentralized
basis at subsidiary levels. In 2000, we implemented several new initiatives to
coordinate our funding activities at the parent company level and access the
international capital markets, raising a total of $1 billion. These initiatives
are designed to allow us to take advantage of lower financing costs worldwide.
In December 2000, we received net proceeds of $163 million from the issuance of
$170 million of redeemable preferred stock by a special purpose subsidiary. Cash
dividends on the preferred stock are payable quarterly based on three-month
LIBOR plus a variable spread. As of March 31, 2001, we have accrued dividends of
$3 million on the redeemable preferred stock. We entered into a $700 million
commercial paper facility in September 2000, under which $441 million was
outstanding as of March 31, 2001 at a weighted average interest rate of 5.9%.
Our commercial paper program was rated investment grade by the three principal
credit rating agencies. We also issued $107 million of 8.51% three-year trust
certificates and $18 million of 8.61% five-year trust certificates in
December 2000. In addition, in 2000, Bunge International contributed
$126 million of capital to us in the form of a secured

                                       47
<PAGE>
note payable. During the first three months of 2001, Bunge International repaid
$16 million of the principal amount of this note to us.

    Cash and cash equivalents at March 31, 2001 and December 31, 2000, were
$324 million and $423 million. Included in our inventory were readily marketable
commodity inventories of $738 million and $876 million at March 31, 2001 and
December 31, 2000, respectively. These agricultural commodities, which are
financed with short-term debt, are readily convertible to cash because of their
commodity characteristics, widely available markets and international pricing
mechanisms. Our current ratio, defined as current assets divided by current
liabilities, was 1.28 and 1.25 at March 31, 2001 and December 31, 2000,
respectively. Due to our cash levels and the liquidity of our agricultural
commodities inventory, we believe our working capital levels satisfy our present
business needs.

    At March 31, 2001, we had $289 million outstanding and approximately
$250 million available borrowing capacity under short-term lines of credit with
a number of lending institutions. In addition, we have various long-term debt
facilities at fixed and variable interest rates denominated in both U.S. dollars
and REAIS, most of which mature between 2001 and 2005. As of March 31, 2001, we
had $1,198 million outstanding under these long-term credit facilities. Of this
amount, $450 million was secured by some of our assets. Annual maturities of
long-term debt for the five years after December 31, 2000 are $254 million,
$283 million, $268 million, $101 million and $117 million. In June 2001, we
defeased $60 million of our outstanding long-term debt by depositing cash and
U.S. treasury securities in an amount sufficient to make payments of interest
and principal on the scheduled payment dates in trust for the benefit of the
lenders. The debt instrument defeased was an export financing contract which
required us to export our products to certain customers. As a result of changes
in our business, principally the expansion of our international marketing
operations, this debt agreement was no longer commercially attractive to us.
These funds will be held in trust until the final maturity of the debt in 2003.
Our long-term debt agreements require us to comply with specified financial
covenants related to minimum net worth and working capital and a maximum
long-term debt to net worth ratio. We do not expect any legal or contractual
restrictions on the ability of our subsidiaries to transfer funds to us to have
any impact on our ability to meet our cash obligations.

RECENT ACCOUNTING PRONOUNCEMENTS

    Effective January 1, 2001, we adopted Financial Accounting Standards Board
(FASB) SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and hedging activities. As a result of this adoption, in the
first quarter of 2001 our net income increased by $7 million, net of $4 million
of tax expense for the fair value of previously unrecognized derivative
instruments. We also recorded a loss in other comprehensive income (loss) of
$3 million, net of $2 million tax benefit for derivatives which hedge the
variable cash flows of certain forecasted transactions. These adjustments are
reported as a cumulative effect of a change in accounting principle as of
March 31, 2001.

    In December 1999, the SEC issued Staff Accounting Bulletin No. 101, as
amended, REVENUE RECOGNITION IN FINANCIAL STATEMENTS (SAB 101), which provides
an interpretation of when the SEC's revenue recognition criteria have been met.
If a transaction is within the scope of specific authoritative literature that
provides revenue recognition guidance, that literature should continue to be
applied. However, in the absence of authoritative literature addressing a
specific arrangement or a specific industry, SAB 101 provides additional
guidance as to the criteria applied by the SEC. The additional guidance of SAB
101 has not had any effect on our revenue recognition policies.

    In March 2000, the FASB issued Interpretation No. 44, ACCOUNTING FOR CERTAIN
TRANSACTIONS INVOLVING STOCK COMPENSATION--AN INTERPRETATION OF APB 25 (FIN 44).
This Interpretation clarifies (1) the definition of an employee for purposes of
applying Opinion No. 25, (2) the criteria for determining whether a plan

                                       48
<PAGE>
qualifies as a non-compensatory plan, (3) the accounting consequence of various
modifications to the terms of a previously fixed stock option or award and
(4) the accounting for an exchange of stock compensation awards in a business
combination. The adoption of FIN 44 did not have an effect on our financial
position or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    RISK MANAGEMENT

    As a result of our global operating and financing activities, we are exposed
to changes in agricultural commodity prices, interest rates and foreign currency
exchange rates, which may affect our results of operations and financial
position. We use derivative financial instruments for the purpose of minimizing
the risks and/or costs associated with fluctuations in commodity prices and
foreign exchange rates. While these hedging instruments are subject to
fluctuations in value, those fluctuations are generally offset by the value of
the underlying exposures being hedged. The counterparties to these contractual
arrangements are primarily major financial institutions or, in the case of
commodity futures and options, a commodity exchange. As a result, credit risk
arising from these contracts is not significant and we do not anticipate any
significant losses. We do not expect the net cash requirements arising from our
risk management activities to be material. Our overall risk management policies
and risk limits have been reviewed periodically and revised as market conditions
dictate by a committee of the board of directors of Bunge International Limited,
our sole shareholder prior to this offering, and will be supervised on an
ongoing basis by our risk management committee once it is established. We hold
derivative financial instruments solely for purposes other than trading. We are
not a party to leveraged derivatives.

    COMMODITIES RISK

    We operate in many areas of the food industry from agricultural raw
materials to production and sale of branded food products. As a result, we use
and produce various materials, many of which are agricultural commodities,
including soybeans, soybean oil, soybean meal, wheat and corn. Agricultural
commodities are subject to price fluctuations due to a number of unpredictable
factors that may create price risk. We enter into various derivative contracts,
primarily exchange traded futures and options, with the objective of managing
our exposure to adverse price movements in the agricultural commodities used for
our business operations. We have established policies that limit the amount of
unhedged fixed price agricultural commodity positions permissible for our
operating companies, which are a combination of quantity and value at risk
limits. We measure and review our sensitivity to our net commodities position on
a daily basis.

    We have prepared a sensitivity analysis to estimate our exposure to market
risk on our agricultural commodity position. The daily net agricultural
commodity position consists of inventory, related purchase and sale contracts,
and exchange-traded contracts, including those used to hedge portions of our
production requirements. The fair value of that position is a summation of the
fair values calculated for each agricultural commodity by valuing each net
position at quoted futures prices. Market risk is estimated as the potential
loss in fair value resulting from a hypothetical 10% adverse change in prices.
The results of this analysis, which may differ from actual results, are as
follows:

<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31,
                                    ---------------------------------------------------
                                              1999                       2000
                                    ------------------------   ------------------------
                                    FAIR VALUE   MARKET RISK   FAIR VALUE   MARKET RISK
                                    ----------   -----------   ----------   -----------
                                                     (US$ IN MILLIONS)
<S>                                 <C>          <C>           <C>          <C>
Highest long position.............     $268          $27          $243          $24
Highest short position............      101           10            79            8
Average position long (short).....     $175          $17          $ 76          $ 8
</TABLE>

                                       49
<PAGE>
    The decrease in fair value of the average position for 2000 compared to 1999
was principally a result of a decrease in our daily net agricultural commodity
position.

    CURRENCY RISK

    Our global operations require active participation in foreign exchange
markets. In order to reduce the risk of foreign exchange rate fluctuations, we
follow a policy of hedging net monetary assets and liabilities denominated in
currencies other than the functional currencies applicable to each of our
various subsidiaries. Our primary exposure is related to our businesses located
in Brazil and to a lesser extent Argentina, Europe and Asia. To minimize the
adverse impact of currency movements, we enter into foreign exchange swap and
purchased option contracts to hedge currency exposures.

    When determining our exposure, we exclude intercompany loans that are deemed
to be permanently invested. Permanently invested intercompany loans will not be
repaid and therefore are treated as analogous to equity for accounting purposes.
As a result, the foreign exchange gains and losses on these borrowings are
excluded from the determination of net income and recorded as a component of
accumulated other comprehensive income (loss). The balance of permanently
invested intercompany borrowings was $290 million and $0 as of December 31, 2000
and 1999, respectively.

    For risk management purposes and to determine the overall level of hedging
required, we further reduce the foreign exchange exposure determined above by
the value of our agricultural commodities inventories. Our agricultural
commodities inventories, because of their international pricing in U.S. dollars,
provide a natural hedge to our currency exposure.

    Our net currency position, including cross-currency swaps and currency
options, and our market risk, which is the potential loss from an adverse 10%
change in foreign currency exchange rates, is set forth in the following table.
In addition, we have provided an analysis of our foreign currency exposure after
reducing the exposure for our agricultural commodities inventory. Actual results
may differ from the information set forth below.

<TABLE>
<CAPTION>
                                                                AS OF DECEMBER 31,
                                                              -----------------------
                                                                1999           2000
                                                              --------       --------
                                                                 (US$ IN MILLIONS)
<S>                                                           <C>            <C>
BRAZILIAN OPERATIONS:
  Net currency position, from financial instruments,
    including derivatives..............................        $  616         $  665
  Market risk..........................................            62             67

  Agricultural commodities inventories.................           428            637
  Net currency position, less agricultural commodities
    inventories........................................           188             28
  Market risk..........................................            19              3
OTHER:
  Net currency position, from financial instruments,
    including derivatives..............................            67            223
  Market risk..........................................             7             22

  Agricultural commodities inventories.................            58            208
  Net currency position less agricultural commodities
    inventories........................................             9             15
  Market risk..........................................             1              2
</TABLE>

                                       50
<PAGE>
    The decrease in net currency position in 2000 compared to 1999 was due to
our ongoing effort to reduce foreign currency exposures, including the
reorganization of the capital structure of many of our Brazilian subsidiaries
through the use of permanently invested intercompany loans.

    INTEREST RATE RISK

    The fair value of our long-term debt is estimated below using discounted
future cash flows based on our current borrowing arrangements. Market risk is
estimated as the potential change in fair value resulting from a hypothetical
one percentage point change in interest rates.

<TABLE>
<CAPTION>
                                                                AS OF DECEMBER 31,
                                                              -----------------------
                                                                1999           2000
                                                              --------       --------
                                                                 (US$ IN MILLIONS)
<S>                                                           <C>            <C>
Fair value of long-term debt, including current
  portion..............................................        $1,035         $1,206
Excess of carrying value over fair value...............            86             51
Market risk............................................        $    9         $    7
</TABLE>

    The increase in fair value of long-term debt in 2000 over 1999 was due to
our increased debt levels resulting from the acquisition of Manah and Fosfertil
in 2000.

    There have been no significant changes in our commodities, currency or
interest rate market risk since December 31, 2000, except for an increase in our
permanently invested intercompany loans to $493 million as of March 31, 2001
from $290 million as of December 31, 2000, which will serve to further reduce
our exposure to foreign exchange gains and losses.

                                       51
<PAGE>
                               INDUSTRY OVERVIEW

    The farm-to-consumer food supply chain stretches from raw materials, such as
seeds, fertilizers and agricultural commodities, to animal feed products to
retail food products. Agricultural commodities have two primary end uses: food
or animal feed ingredients. Production processes for all agricultural
commodities are capital-intensive and similar in nature. These processes involve
grinding, crushing or milling with further value added through extraction,
refining and other methods. Generally, a commodity can be processed by any of
these methods to produce additional value-added products ranging from vegetable
oils, flour, meal and nutritional ingredients to finished food products such as
margarine, bread and other bakery products and breakfast cereals. The food
supply chain involves numerous industry participants, including farmers,
fertilizer producers and other raw material suppliers, grain originators, feed
and livestock producers, food and beverage processors, food distributors, retail
outlets and, ultimately, consumers. The following diagram illustrates the range
of our operations within this supply chain.

                             THE FOOD SUPPLY CHAIN

                                   [DIAGRAM]

<TABLE>
<S>                      <C>                                           <C>
FERTILIZER.............. AGRIBUSINESS................................. FOOD PRODUCTS.......................
</TABLE>

AGRIBUSINESS

    GENERAL

    Oil bearing crops, including oilseeds such as soybeans, cottonseed, peanuts,
canola and sunflower, and other crops such as palm and coconut, and grains,
including wheat, rice, corn, barley, oats and rye, are a fundamental part of the
diet of humans and livestock. Oil bearing crops are the primary source of
protein meals, which are used in animal feed, and edible oils. Soybeans are the
principal oil bearing crop produced globally. Wheat is one of the world's
principal food grains, while corn is the world's most important animal feed
grain. The following chart shows the global production for 1999/2000 of the
principal grains and oil bearing crops, including oilseeds, as well as the
amount produced by the United States, Brazil and Argentina.

<TABLE>
<CAPTION>
                                                    USA       BRAZIL    ARGENTINA    WORLD
                                                  --------   --------   ---------   --------
                                                          (MILLIONS OF METRIC TONS)
<S>                                               <C>        <C>        <C>         <C>
Soybeans........................................     72         34         21         159
Oilseeds (including soybeans)...................     82         35         28         302
Wheat...........................................     63          2         16         588
Corn............................................    240         32         17         606
Rice (milled)...................................      7          8          1         408
</TABLE>

        SOURCE: USDA WORLD AGRICULTURAL PRODUCTION - MARCH 2001

    According to the United States Department of Agriculture, known as the USDA,
soybeans represent over 50% of global oilseed production. Soybeans are crushed
to produce meal and oil, producing approximately 82% meal and hulls and 18% oil.
From 1996 to 2000, global volumes of soybeans crushed increased at a compound
annual growth rate of 4%. In 2000, approximately 109 million metric tons of
soybean meal and 25 million metric tons of soybean oil were produced worldwide.
The USDA forecasts that these numbers will increase to 138 and 31 million metric
tons, respectively, by 2010.

    The following factors affect the market for agricultural commodities, as
well as growth and profitability in the agribusiness industry.

                                       52
<PAGE>
    GROWTH IN INCOME AND POPULATION

    Income and population are the most important factors affecting the demand
for food and animal feed. Studies have shown that as incomes rise in developing
countries, food consumption increases and diets diversify to include more
products such as edible oils and meats. As incomes further increase, consumption
patterns change to include processed foods and food prepared away from home.
Increased demand for edible oils requires an increase in the production of
oil-bearing crops. An increase in meat consumption requires more livestock to
meet the demand, which in turn creates a corresponding increase in the
consumption of animal feed.

    The United Nations Food and Agricultural Organization, known as the FAO,
predicts that by 2030, the world's population will increase by over 2 billion
people, a 35% increase from 1999. The FAO also predicts that rising population
and income levels over the next 30 years will cause worldwide edible oil
consumption to increase by approximately 44%, and worldwide meat consumption to
increase by approximately 27%. This growth in consumption of oils and meats is
expected to require almost a doubling of production of oil bearing crops and
will lead to an increase in the production of wheat and coarse grains of
approximately 55% over the same period. In addition, the increasing deficit in
developing countries between domestic production and demand for grains, oilseeds
and related products will be addressed in large part through imports.

    GROWING GLOBAL DEMAND FOR FOOD

    The demand for food continues to grow in the world market. As a result,
global consumption of agricultural commodities is growing despite regional
economic downturns and adverse political conditions.

    SOYBEANS PROVIDE THE PRINCIPAL PROTEIN MEAL AND MOST WIDELY USED EDIBLE OIL

    Soybean meal is the preferred and dominant protein source for many animal
feed industries, particularly the poultry and pork industries, representing 65%
of global protein meal consumption. According to the USDA, poultry is the
leading meat consumed in the United States and the production of U.S. poultry
grew at a rate of 2.8% per year from 1996 to 2001, compared to the beef industry
which grew at 0.5% per year over the same period. Soybean meal has a high
protein content, an amino acid profile that is favorable for animal nutrition
and is a viable substitute for more expensive protein sources in animal feed.
Recently, concern over mad cow disease and the European Union ban on the use of
meat and bone meal in animal feed have reinforced existing preferences for
soybean meal and prompted additional farmers and animal feed producers to seek
alternative protein sources for animal feed. Soybean meal is the most readily
available and easily substitutable vegetable protein and is therefore positioned
to benefit from a ban on the use of meat and bone meal. According to Oilworld,
an edible oil industry trade publication, global soybean meal consumption grew
at a compound annual growth rate of 4% from 1996 to 2000.

    Soybean oil is also the most widely used edible oil, representing 29% of
total edible oil consumption worldwide. It is the dominant edible oil used in
the United States and Brazil, representing 81% of all fats and oils consumed in
the United States and over 80% of all edible oils consumed in Brazil. According
to Oilworld, world soybean oil consumption grew at a compound annual growth rate
of 4.2% from 1996 to 2000. The following graph illustrates historical and
anticipated growth in global volumes of soybeans processed.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

In Millions of
Metric Tons

<TABLE>
<CAPTION>
1976-80  63
<S>      <C>
1996-00  126
2016-20  201
</TABLE>

               SOURCE: OILWORLD 2020 - OCTOBER 1999

                                       53
<PAGE>
    INFLUENCE OF GEOGRAPHIC FACTORS

    The availability of arable land, suitable climate and adequate
infrastructure are essential to successful agricultural production. Countries
that can produce surplus crops cost-effectively and efficiently, such as the
United States, Brazil and Argentina, supply those that have production deficits.
In 1999/2000, the United States, Brazil and Argentina accounted for 81% of
global soybean production, 13% of wheat production and 47% of corn production.
These three countries also accounted for 81% of world soybean and soy product
exports, 80% of world corn exports and 54% of world wheat exports. Due to
differences in growing seasons, northern and southern hemisphere nations
generally supply the world market for oil bearing crops and grains at different
times of the year. Agricultural products from the United States are most
plentiful from September to November, while southern hemisphere products are
more plentiful from April to August.

    We believe that increased demand for edible oils, protein meals and grains
will require increased production by, and exports from, the United States,
Brazil and Argentina. In addition, increases in arable land will be needed to
meet anticipated growth in global food demand. Brazil has a large reserve of
arable land. Estimates of the unforested arable land available for agricultural
development in Brazil range from approximately 130 to 140 million hectares. In
comparison, current land used in agricultural production in the United States
totals 102 million hectares.

    The following country-specific geographic factors also influence the
agricultural commodities industry in the countries in which we operate.

    - In Brazil, soybean production over the past ten years has been increasing
      in areas north of the traditional growing areas located in the southern
      states. Land in these northern Brazilian growing regions is cheaper than
      in the traditional growing areas, has a favorable climate for soybean
      growing and provides above average soybean yields.

    - In the United States, an efficient shipping, storing and handling
      infrastructure, utilizing barges, trains, trucks and abundant storage
      facilities moves in excess of 400 million metric tons of grains and
      oilseeds annually from the major production regions to the principal
      export port located in New Orleans, through which over 65% of U.S. grain
      exports are shipped.

    - In Argentina, the soybean industry has historically been export-oriented,
      with over 95% of domestic soybean oil and soybean meal production exported
      in 2000.

    EFFECTS OF CYCLICALITY ON THE OILSEED PROCESSING INDUSTRY

    Profitability in the global oilseed processing industry is cyclical in
nature. While growth in demand for soybean products has continued over time,
this has also encouraged industry participants to make capacity additions which
in the short term can exceed increases in demand. Because of the two to three
years required to build an oilseed processing plant and the inability of a party
constructing a new facility to predict when other industry capacity increases
may become operational, capacity levels may not correspond with actual demand
growth. In addition, the location of a soybean processing plant, including its
proximity to the growing areas and access to export-import facilities, is a
critical factor affecting profitability in the industry. In periods when
industry capacity exceeds the growth in demand, profitability declines and
inefficient and poorly located facilities are generally closed. Most recently in
the late 1990's, significant additional soybean processing capacity became
operational just as demand growth for soybean meal and oil in developing
countries was slowing as a result of the Asian financial crisis. During the same
time, China, a large importer of soybean meal and soybean oil, changed its
import duties, which reduced its demand for imported soybean meal and oil. The
combination of these factors caused industry-wide oilseed processing margins to
decrease significantly. Recently, the oilseed processing industry has shown
signs of emerging from this latest down cycle, as the closure of less efficient
oilseed processing facilities in the United States and Brazil has contributed to
an improved balance in industry capacity.

                                       54
<PAGE>
    BARRIERS TO ENTRY IN THE AGRIBUSINESS INDUSTRY

    We believe that the scale and global reach required to compete effectively
in the agribusiness industry present barriers to entry and are advantageous to
established market participants. High capital costs are incurred in building,
acquiring and upgrading necessary facilities and equipment while substantial
short-term credit is needed to acquire and store sufficient levels of inventory.
Assembling the logistics capabilities and assets needed to transport products is
difficult, as is marketing these services to customers. A reliable supply of
agricultural commodities inventory must also be established, which necessitates
direct relationships with grain producers. In addition, geographic and product
balance, which is difficult and expensive to achieve, is essential to success in
the agribusiness industry. Finally, the complexities associated with risk
management require significant intellectual capital which is generally
challenging and time consuming to create in, or transfer to, new organizations.
These factors favor companies with multiple sources of supply, a diversified
customer base and value-added activities over companies with a regional or pure
trading focus. Increasingly, many smaller companies are either being acquired by
larger competitors or exiting the business.

FERTILIZER

    GENERAL

    Nitrogen, phosphate and potassium, collectively referred to as NPK, are the
main ingredients used in the composition of most agricultural fertilizers.
Fertilizer producers create different mixes of these ingredients based on the
soil conditions and crops on which the fertilizers will be used. There are two
components to the NPK fertilizer industry: nutrients and retail. The nutrients
component includes the mining, extraction or production of basic raw materials
such as phosphate rock, natural gas and potash, and the production of
intermediate products, such as low and high concentration phosphates, phosphoric
acid, urea, ammonia and potassium nitrate, which are derived from these raw
materials. This area also includes the sale of some of the by-products of the
raw material production process that are used in animal feed rather than plant
food formulations. The retail component refers to the production and sale of
agricultural fertilizers to farmers and other users. The fertilizer industry is
very capital intensive and requires knowledge of and experience with
technological production processes, as well as the ability to access raw
materials in a cost effective manner. Fertilizer producers also need to develop
extensive logistics systems to effectively sell and market retail fertilizer
products.

    THE BRAZILIAN FERTILIZER INDUSTRY

    While Brazil's base of developed arable land continues to increase, its crop
yields, which are improving as a result of increased use of fertilizers, remain
relatively low. Brazil is the fastest growing major fertilizer consumption
market in the world, with a compound annual growth rate of over 7% between 1991
and 2000 according to the Associacao Nacional para Difusao de Adubos (ANDA), a
Brazilian fertilizer industry association. Despite these significant increases,
Brazil's fertilizer consumption is still significantly lower per hectare than in
developed countries, such as the United States, which are characterized by low
growth in fertilizer consumption. In 2000, Brazil was the world's fourth largest
retail fertilizer market in terms of sales volume. According to the Brazilian
Ministry of Agriculture, the use of fertilizers in Brazil is expected to
continue to increase, primarily due to the continued conversion of its large
reserve of arable land to agricultural production and efforts to increase low
crop yields in areas currently under cultivation.

                                       55
<PAGE>
    The following chart illustrates crop yields per hectare for selected
agricultural commodities in Brazil and the United States:

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Kilograms per hectare

<TABLE>
<CAPTION>
          BRAZIL   USA
<S>       <C>     <C>
Rice       2,745  6,852
Corn       2,634  7,997
Soybeans   2,293  2,527
Wheat      1,757  2,440
Cotton       453    794
</TABLE>

Source: International Fertilizer Association - May 1998

    The requirements for fertilizer in Brazil also differ from other major
fertilizer markets in the type and preparation of raw materials that are used.
For example, the percentage of nitrogen used in NPK fertilizer mixes in Brazil
is much lower than in the United States. This is primarily due to differences in
soil quality and lower production of crops such as corn, which require
fertilizers containing more nitrogen.

    The major phosphate-based raw material consumed by Brazilian farmers is
single super phosphate, a product manufactured using phosphate rock and sulfuric
acid. Brazilian agriculture uses more single super phosphate than other
phosphate-based fertilizer raw materials such as monoammonium phosphate and
diammonium phosphate, which are more commonly used in other major fertilizer
markets. The preference for single super phosphate is due to the need for sulfur
and calcium in Brazil's soil.

    Logistics management is important in the Brazilian fertilizer industry as
the Brazilian transportation infrastructure is not as efficient as in developed
countries. Transporting some fertilizer raw materials such as phosphate rock can
be expensive due to their volume and weight. Since the majority of Brazilian
fertilizer raw materials are imported, transporting these raw materials inland
to the growing areas also adds significant transportation costs to this
business. Significant cost advantages can be achieved by having access to local
raw materials, as well as the ability to back-haul or transport goods such as
agricultural commodities from inland locations to export-import points.

    In recent years, the Brazilian fertilizer industry has experienced
consolidation, as a number of companies have merged and some small, regional
retail companies have exited the market. Currently, four companies account for
more than half of the total production of fertilizers in Brazil.

FOOD PRODUCTS

    GENERAL

    The food products industry is extremely broad and encompasses businesses
involved in the production and sale of finished and semi-finished food products,
including food products sold to retail stores and the foodservice industry, as
well as food ingredients sold to food processors.

                                       56
<PAGE>
    The following factors affect the markets in which our food products division
competes:

    CHANGING CONSUMER CONSUMPTION PATTERNS

    As with agricultural commodities, the demand for food products is affected
by changes in population, income levels and other demographic factors. Patterns
of consumption change as buying decisions become convenience oriented, leading
to consumption of more prepared foods and foods eaten away from home, both of
which are prepared and sold by the retail and foodservice sectors. In the United
States, more than 50% of food expenditures are made for food prepared away from
home. In Brazil, the percentage is half that of the United States but is growing
more rapidly.

    CUSTOMER CONSOLIDATION AND MIGRATION

    The supermarket sector in the United States and Latin America is
experiencing consolidation. As supermarket operators have grown, they have
reduced the number of suppliers with which they do business and have been able
to exert greater purchasing power over branded food companies. The consolidation
of supermarkets and the emergence of club stores have also stimulated the
private label market, providing supermarkets with the ability to differentiate
themselves from their competitors and capture higher margins. In addition, the
U.S. in-store bakery market has begun to mature. In order to improve
profitability and quality and to reduce labor costs, many in-store bakeries have
migrated from using baking mixes to frozen dough, partially-baked and
thaw-and-serve products, which allows suppliers such as ourselves to capture
additional margins from these higher value-added products.

    IMPORTANCE OF DISTRIBUTION CHANNELS

    The ability to sell multiple products through the same distribution channels
is an important advantage in the food products industry. In the United States,
there is a well established domestic food distribution system, and although it
is not essential for food companies to have their own distribution capabilities,
relationships with distributors are very important. In Brazil, food distribution
channels are still developing and represent a growth area in the food products
industry. Therefore, food companies that have distribution capability in Brazil
possess a significant competitive advantage.

    GROWING DEMAND FOR FOODS OFFERING HEALTH BENEFITS

    Soy proteins are an important substitute for animal protein and have
functional characteristics with wide applications in the processed meat and
bakery industries. In addition, soy-based food ingredients are at the forefront
of the growing nutraceutical foods, or foods intended to produce specific health
benefits, market which is fueled by consumer concern over diet, an aging
population and increasing health care costs. In 1999, the FDA publicly
recognized the role isolated soy proteins can play in lowering the incidence of
coronary heart disease. The soy ingredients market offers favorable profit
margins. We estimate that global sales of soy protein products will reach
$1.7 billion in 2001, and will grow at a rate in excess of 10% per year for the
next five years.

                                       57
<PAGE>
                                    BUSINESS

OVERVIEW

    We are an integrated, global agribusiness and food company operating in the
farm-to-consumer food chain which ranges from raw materials such as grains and
fertilizers to retail food products such as flour and margarine. We have primary
operations in North and South America and worldwide distribution capabilities.
We conduct our operations in three divisions: agribusiness, fertilizer and food
products. In 2000 and the first three months of 2001, we had total net sales of
$9,667 million and $2,472 million, income from operations of $296 million and
$74 million and EBITDA of $445 million and $112 million. We believe we are:

    - the largest processor of soybeans in the Americas and among the world's
      leading exporters of soybean products based on volumes;

    - the largest producer and supplier of fertilizers to farmers in Latin
      America based on volumes;

    - the market leader in edible oils and shortenings in Brazil and in premium
      edible oils in the United States based on sales;

    - among the world's largest corn dry millers and the largest wheat miller in
      Latin America based on volumes; and

    - one of three major manufacturers of isolated soybean protein worldwide
      based on sales and volumes.

    Our agribusiness division consists of three business lines: grain
origination, oilseed processing and international marketing. Our primary grain
origination and oilseed processing assets are located in the United States,
Brazil and Argentina. We have international marketing offices in 17 countries.
In 2000 and the first three months of 2001, net sales in our agribusiness
division were $6,327 million and $1,765 million, respectively, representing 65%
and 71% of our total net sales, respectively.

    Our fertilizer division is involved in every stage of the fertilizer
business, from mining of raw materials to sales of mixed fertilizer formulas.
Our fertilizer activities are primarily located in Brazil. In 2000 and the first
three months of 2001, net sales in our fertilizer division were $1,466 million
and $283 million, respectively, representing 15% and 11% of our total net sales,
respectively.

    Our food products division consists of four business lines: edible oil
products, wheat milling and bakery products, soy ingredients and corn products.
These businesses produce and sell food products such as shortenings, edible
oils, margarine, mayonnaise, milled products, bakery mixes and baked goods and
food ingredients to food processors, foodservice companies and retail outlets.
Our food products division, primarily located in the United States and in
Brazil, benefits from a stable source of soybeans, crude vegetable oil, wheat
and corn provided by our agribusiness operations. In 2000 and the first three
months of 2001, net sales in our food products division were $1,874 million and
$424 million, respectively, representing 20% and 18% of our total net sales,
respectively.

    We were founded in 1818 in Amsterdam, The Netherlands as a grain trading
company. During the second half of the 1800's, we expanded our grain operations
in Europe and also entered the South American agricultural commodities market.
In 1903, we entered the South American food products industry and in 1938, we
entered the fertilizer industry in Brazil. We started our United States
operations in 1923 and in 1999 moved our corporate headquarters to their current
location in the United States.

    In the early 1990's, our management team developed and began to carry out a
strategy of selling non-core assets and focusing our efforts on growth in
agribusiness. As part of this strategy, we acquired two major Latin American
soybean processing companies to become the leading soybean processor in the
Americas. We also acquired eight Brazilian fertilizer companies between 1996 and
2000 to become the largest and only vertically integrated fertilizer company in
Brazil. In 1999, we developed an international

                                       58
<PAGE>
marketing operation which has resulted in significant growth in our agribusiness
operations. This focused strategy and its implementation have allowed us to grow
significantly into the leadership position we presently occupy in each of our
business divisions. See "--Recent Acquisitions and Divestitures."

OUR COMPETITIVE STRENGTHS

    We believe our business benefits from the following competitive strengths:

    - SIGNIFICANT SYNERGIES WITHIN AND AMONG OUR BUSINESSES. By operating in
      complementary businesses throughout the food supply chain, we enjoy
      significant operating advantages and logistical efficiencies. For example:

       - In our agribusiness division, we use our geographically balanced supply
         relationships, storage and processing facilities and logistics
         infrastructure to provide our domestic and international marketing
         operations with a diverse set of grains and oilseeds such as soybeans,
         wheat, corn and sorghum, for sale to our customers.

       - In our fertilizer division, we supply fertilizers to Brazilian farmers
         as part of our crop financing initiatives. The farmers repay us with
         crops, providing us with a significant supply of soybeans and other
         grains for our agribusiness and food products divisions. This
         reinforces our relationships with farmers and preserves cash for other
         uses. Our fertilizer operations also benefit from our internal sources
         of raw materials.

       - In our food products division, we are able to capitalize on synergies
         with our agribusiness division by supplying a significant portion of
         our raw material requirements from our agribusiness operations, such as
         crude vegetable oils for our edible oil products and wheat and corn for
         our wheat milling and bakery products and corn products businesses,
         thereby ensuring an adequate supply of raw materials for these
         businesses.

       - We also enjoy significant operating efficiencies as a result of our
         ability to share transportation and logistics infrastructure among our
         businesses.

    - GEOGRAPHIC BALANCE AND POSITIONING. We have substantial agricultural
      commodities origination facilities in both the northern and southern
      hemispheres and are the only agricultural commodities company with a near
      equal balance between them. Our international marketing operations thus
      benefit from having a constant supply of grains and oilseeds throughout
      the year to satisfy customer orders. The geographic balance of our
      operations also mitigates the risks of exposure to any one particular
      region. For example, should one of the areas in which we operate
      experience drought or a crop shortfall, our operations in other regions
      could continue to provide a steady supply of products while benefiting
      from any resulting price increases. Additionally, we have access to
      products from both GMO and GMO-free regions, thereby allowing us to meet
      individual customers' GMO order specifications.

    - DOLLAR-DENOMINATED OR DOLLAR-LINKED GLOBAL BUSINESS. Our net sales in our
      agribusiness and U.S.-based food products divisions are either denominated
      in, or linked to, the U.S. dollar. Furthermore, the Brazilian fertilizer
      industry, due to its relationship to the agriculture sector which derives
      its profitability from dollar-based international commodity prices, has
      historically been able to adjust its sales prices in response to the
      effects of exchange rate fluctuations on imported raw material costs.
      Consequently, the impact of a currency devaluation on profitability in our
      agribusiness and fertilizer operations is limited. In addition, currency
      fluctuations can also have a positive effect on our results of operations
      through margin expansion resulting from reductions in local currency-
      denominated costs and a stable U.S. dollar-based revenue stream. In
      addition, we are insulated from reduced demand for our agricultural
      commodity products in the United States and Brazil caused by economic
      downturns in those countries because of our ability to rapidly shift the
      balance of our sales between domestic and export markets.

                                       59
<PAGE>
    - SCALE, QUALITY AND STRATEGIC LOCATION OF OUR FACILITIES. We operate large,
      efficient and well maintained agricultural commodities storage and oilseed
      processing facilities, generating economies of scale and reducing overall
      costs. We have also selectively located many of our facilities in close
      proximity to our suppliers, domestic customers, edible oil refineries and
      key export points to reduce transportation costs and delivery times for
      our products. For example, our United States storage facilities are
      primarily located along the Mississippi River, facilitating efficient
      transportation of soybeans and grains from their production areas to the
      principal export port of New Orleans. In Brazil, we have storage
      facilities in all 14 soybean producing states and the number and location
      of these facilities gives us the storage capacity necessary to take
      advantage of the wide seasonal fluctuations in inland transportation
      costs. In Argentina, our oilseed processing plants are located in or near
      export ports and close to major soybean growing areas.

    - WELL-POSITIONED IN HIGHER GROWTH AREAS OF OUR MARKETS. We believe that we
      are well-positioned in the higher growth areas of the markets in which we
      operate. For example, in our agribusiness division, we have a leading
      position in originating and processing soybeans in our principal markets
      and exporting soybean products, the consumption of which is rising faster
      than other oilseeds. Our leadership position in the Brazilian soybean
      origination and processing markets will allow us to benefit from
      anticipated growth in Brazilian agricultural output, while our significant
      share of agricultural commodities storage capacity along the southern
      Mississippi River in the United States positions us to benefit from
      expected continued future growth in United States agricultural commodity
      exports. In our fertilizer division, our market leadership position in the
      Brazilian fertilizer industry will enable us to capitalize on anticipated
      accelerated growth in the Brazilian fertilizer market. In our food
      products division, we are well-positioned in our soy ingredients business
      due to our significant production of isolated soybean proteins, the demand
      for which is expected to grow in excess of 10% per year for the next five
      years. In our edible oil products business, our leading retail market
      position in Brazil and foodservice market position in the United States
      will allow us to benefit from increases in per capita oil consumption in
      Brazil and the growth of private label products and food products prepared
      and eaten away from home in Brazil and the United States. Our frozen
      bakery expertise allows us to benefit from the migration of retail and
      foodservice customers from fresh baking to higher margin frozen baked
      goods.

    - BROAD RANGE OF PRODUCTS AND SERVICES PROVIDED TO CUSTOMERS. We offer
      multiple services and support to our customers in each of our divisions,
      enabling us to expand our revenue base and customer relationships. Our
      agribusiness division provides storage, freight services, trade finance,
      risk management and the ability to procure fertilizer products for
      customers. Our fertilizer division provides technical assistance to
      farmers by assisting in the application of fertilizers. In our food
      products division, we work with customers on product application and new
      product development.

OUR BUSINESS STRATEGY

    Our objective is to continue growing our business and increasing our
profitability by focusing on the following key strategies:

    - EXPAND OUR CORE BUSINESSES THROUGH INTERNAL GROWTH. We intend to continue
      to grow by selectively expanding and extending our operations in each of
      our divisions. For example, we plan to continue to expand our global
      distribution capabilities in our agribusiness division through our growing
      network of international marketing offices. In 2000 and 2001, we
      established ten international marketing offices, giving us a total of 19
      offices in 17 countries. As a result of this expansion, we have become a
      significant exporter of protein meal to Europe and edible oils to India
      and a significant exporter of soybeans to China. We also have announced
      our intention to capitalize on our leading market position in the
      fertilizer industry in Brazil to expand our fertilizer operations into
      Argentina. In addition, we entered the United States frozen bakery market
      in 1998 and since

                                       60
<PAGE>
      then have expanded our frozen bakery capacity and output to meet increased
      customer demand for frozen products in their efforts to reduce costs.

    - PURSUE STRATEGIC ACQUISITIONS AND ALLIANCES. We intend to continue to
      pursue selective strategic acquisitions and alliances. We have a long
      record of expansion through acquisition. Most recently, in 2000, we
      acquired a controlling interest in Manah which solidified our leading
      market share in the Brazilian fertilizer industry and improved our access
      to raw materials. In 1997, we acquired Ceval Alimentos S.A., a predecessor
      of Bunge Alimentos, and, as a result, we became the leading soybean
      processor in the Americas. In addition, we have an alliance with Aceitera
      General Deheza S.A., the fourth largest soybean processor in Argentina,
      which gives us the leading position in the Argentine oilseed processing
      market and joint ownership of strategically-located ports and soybean
      processing facilities. The key characteristics of our acquisition
      candidates and business partners will include companies that can:

       - add additional or complementary product or distribution capabilities;

       - broaden our geographic presence, enhance our scale or increase
         penetration of existing markets; and

       - complement our current businesses and thereby become part of our
         integrated business.

    - INCREASE OUR PRODUCTION OF SOYBEAN-BASED FUNCTIONAL INGREDIENTS AND
      NUTRACEUTICALS. We are one of only three major manufacturers of isolated
      soy proteins in the world and are an established lecithin producer. We
      intend to apply our significant capital resources and expertise to expand
      our manufacturing capacity of soy ingredients and pursue acquisitions and
      alliances in order to achieve greater market presence in this high margin,
      fast-growing business. We also plan to expand our product capabilities in
      this business to include a new line of soybean-based micro-ingredients,
      such as sterols, tocopherols and isoflavones, to meet growing market
      demand for nutraceutical food products containing these ingredients.

    - EXPAND INTO HIGHER GROWTH ASIAN MARKETS. We intend to increase our
      existing presence in China and India, countries that are expected to
      generate much of the world's demand for grains and oilseed products. After
      China, India is the world's largest import market for edible oil. We
      currently operate in India through an oilseed processing joint venture
      which we plan to expand, with a particular focus on edible oils. We are
      also currently exploring grain origination and other oilseed processing
      opportunities in India. We participate in the Asian palm oil market
      through merchandising operations in Indonesia, Singapore and Kuala Lumpur.

    - IMPROVE OUR ASSET EFFICIENCY. We intend to continue to increase our
      capacity utilization by improving our operating efficiency and shifting
      production to more efficient facilities. We closed four oilseed processing
      facilities in the United States and Brazil in 2000. In addition, we plan
      to further develop our logistics and transportation capabilities in order
      to reduce costs, as evidenced by our current Destrehan, Louisiana export
      elevator upgrade. We have also undertaken several Internet-based
      initiatives designed to improve our levels of customer contact and service
      while reducing costs.

    - OPTIMIZE OUR CORPORATE CAPITAL STRUCTURE. We are restructuring our
      outstanding debt in an effort to create a more efficient capital
      structure. We began this restructuring in 2000 by raising $1 billion in
      the international capital markets, which was used primarily to reduce
      high-cost third party borrowings of our Brazilian subsidiaries. Using
      these funds and the proceeds from this offering, we intend to become more
      efficient in our use of working capital, lower our interest costs, reduce
      our foreign exchange transaction risk, increase our access to
      international capital markets and pursue other means of lowering our cost
      of capital, such as reducing borrowings by our emerging markets
      subsidiaries. We believe that a low cost of capital will facilitate
      additional internal and external growth in a cost-effective manner.

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<PAGE>
AGRIBUSINESS

    Our agribusiness division consists of three business lines: grain
origination, oilseed processing and international marketing. In 2000, we
originated, processed and marketed 46.3 million metric tons of grains and
oilseeds.

    GRAIN ORIGINATION

    OVERVIEW.  Grain origination involves purchasing, storing and merchandising
oilseeds and grains. The principal agricultural commodities that we handle in
our grain origination operations are soybeans, wheat, corn and sorghum. We
purchase oilseeds and grains at market prices. We sell oilseeds and grains to
both domestic and international oilseed processors, feed manufacturers, millers,
livestock producers and intermediaries, as well as to our own oilseed processing
operations and food products division.

    In 2000, we used 53% of the oilseeds and grains that we originated in our
own oilseed processing operations, and the balance was either exported through
our international marketing network or sold domestically. Of the total amount of
agricultural commodities we originated in 2000, 68% was soybeans, 24% was corn
or sorghum, 7% was wheat and the remainder consisted of barley, oats and
rapeseed. In 2000, we originated approximately 45% of our soybeans in the United
States, 43% in Brazil and 12% in Argentina. We are the leading soybean
originator in Brazil, particularly in the new growing areas.

    We obtain all of our oilseeds and grains from third parties, either directly
through individual relationships and purchase contracts with farmers, or
indirectly through intermediaries. We do not engage in any farming operations.
We purchase the large majority of our oilseeds and grains at elevators that we
operate. Elevators are facilities that serve as consolidation and storage points
for harvested oilseeds and grains. We also purchase oilseeds and grains from
intermediaries or other suppliers in those areas where we do not currently have
origination facilities. Farmers generally sell their production to the closest
elevator in order to minimize their transportation costs. While location and
price are the key factors in origination, we strive to maintain the best
possible relationships with those farmers from whom we buy grain by offering
flexibility in our purchasing contracts, fast decision making and providing
quick and reliable discharging service.

    In addition, in Brazil, where there are fewer sources of crop financing than
in the United States, we are directly involved in providing financing services
to farmers. Since 1985, we have offered crop financing in Brazil without
experiencing material write-offs. Our crop financing loans are typically secured
by the farmer's crop and a mortgage on the farmer's land and other assets. The
amount of each advance is limited to a predetermined fraction of the individual
farmer's historical average output in order to contain our exposure to crop
shortfalls. These loans carry market interest rates and are repaid in soybeans
or other grains, the value of which is pegged to the U.S. dollar due to the
international pricing of these agricultural commodities, thereby reducing any
transfer or convertibility risk. As of March 31, 2001, our total secured
advances to farmers were $187 million. We also supply fertilizers to farmers as
part of our crop financing initiatives, a feature that affords us greater
financial flexibility by allowing us to retain cash internally. In 2000, over 5%
of our fertilizer net sales were made in conjunction with crop financing
transactions.

    FACILITIES.  In the United States, we have 63 inland and export grain
elevators. Our United States elevators are primarily located south of St. Louis,
Missouri along the Mississippi River and its tributaries, an efficient location
for export, where we have a significant share of that area's total elevator
storage capacity. We also have storage facilities at our soybean and corn
processing plants where we originate oilseeds and grains from farmers and other
sellers directly for processing.

    In Brazil, we have extensive coverage of the growing areas with storage
facilities in all 14 soybean producing states. We operate more than 176
elevators in Brazil. We were one of the first companies to operate storage
facilities in the newer growing regions of Brazil. In Argentina, we have four
storage facilities, all located in the agricultural growing areas.

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    DISTRIBUTION.  Once purchased, oilseeds and grains are either transported to
one of our storage or processing facilities, or sold to other companies in
either the export or domestic markets. In the United States, we use
approximately 4,000 rail cars, 450 river barges and three chartered tugboats to
move oilseeds and grains from our elevators along the Mississippi River and its
tributaries to export terminals in New Orleans and to our processing facilities
with river access. In Brazil, where there is limited rail infrastructure, we
contract with independent trucking services, making us one of the largest
consumers of logistics services in the country. In Argentina, we transport
oilseeds and grains principally by truck and, to a lesser extent, by rail and
barge, along the Parana River from the growing areas to export points in the
provinces of Santa Fe and Buenos Aires.

    Because of the importance of exports to our business, we operate a number of
strategically located export facilities.

    - We are involved in the operation of two export elevators in New Orleans,
      owning one and having access to another through an alliance with the
      United States subsidiary of Zen-Noh, the largest Japanese agricultural
      cooperative.

    - We operate seven export facilities in Brazil which handle soybean, soybean
      meal and oil exports, as well as fertilizer raw material and wheat
      imports.

    - In Argentina, we have a joint venture for operating two upriver ports in
      the province of Sante Fe, Terminal 6 for exporting oilseeds, grains, meal,
      and oil, and Guide for exporting edible oil. We also operate the port of
      Bahia Blanca in the province of Buenos Aires for exporting oilseeds and
      grains. The Terminal 6 and Bahia Blanca export facilities are among the
      largest in Argentina.

    - In Quebec City, Canada, we operate the only grain handling facility with
      rail access and a deep-water berth on the St. Lawrence Seaway.

    OILSEED PROCESSING

    OVERVIEW.  Oilseed processing involves crushing oilseeds to produce meal,
hulls and crude oil. Soybeans are the world's most important oilcrop and the
primary focus of our oilseed processing operations. We believe we were the
largest soybean processor in the Americas and the third largest in the United
States in 2000. We believe we are the largest soybean processor in Brazil and,
through our alliance with Aceitera General Deheza S.A., the largest soybean
processor in Argentina. Virtually all soybeans used in our oilseed processing
operations are supplied by our own grain origination operations.

    FACILITIES.  In the United States, we operate seven oilseed processing
facilities. Our facilities are strategically located in the primary poultry
producing areas, the primary soybean growing areas and the primary river
tributary for export. We built our Council Bluffs, Iowa plant in 1999 to take
advantage of increased soybean production in Minnesota, North and South Dakota,
Iowa and Nebraska, as well as convenient rail access, low-cost electrical power
and a well-educated workforce. We believe the Council Bluffs plant is one of the
largest and most modern oilseed processing facilities in the United States. Two
of our U.S. oilseed processing facilities have adjacent or attached edible oil
refineries, thereby eliminating the transportation expenses which we would
otherwise incur in shipping crude oil to our edible oil refineries. The edible
oils produced in our refineries are generally packaged and sold to customers as
part of our food products division's edible oils product line.

    We operate a total of nine oilseed processing facilities in Brazil. In
Brazil, as in the grain origination industry, we initiated the move of the
oilseed processing industry into the newer growing areas, securing advantageous
locations for our facilities. Approximately 56% of our Brazilian oilseed
processing assets are now located in the newer growing regions of Brazil.

    In Brazil, we believe we have, on average, among the largest oilseed
processing facilities in the industry. Several of our Brazilian oilseed
processing facilities also have attached edible oil refineries.

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<PAGE>
    In Argentina, we operate three oilseed processing facilities. These plants
are located in or near export ports and close to major soybean growing areas.
Our plant at Terminal 6 in the port of Rosario, Sante Fe is one of Argentina's
largest and most modern. We also lease oilseed processing and storage capacity
at an additional oilseed processing plant in Argentina from a third party. One
of our plants has a small attached edible oil refinery that produces and sells
bulk refined soybean, safflower and peanut oils.

    DISTRIBUTION.  The principal purchasers of our soybean meal and hulls
include feed manufacturers and livestock, poultry and aquaculture producers that
use these products as animal feed ingredients. In 2000, our sales of soybean
meal were approximately $2,000 million. The principal purchasers of our soybean
oil are edible oil processing companies, including our own food products
division, which accounted for approximately 20% of our total output of crude
vegetable oil in 2000. In the United States, we export approximately 30% of our
soybean meal production and 20% of our soybean oil production and sell the
remainder domestically. In Brazil, we export approximately 77% of our soybean
meal production and 65% of our soybean oil production and sell the remainder
domestically. In Brazil, we have export facilities located in the traditional
southern export points, but are also able to ship from northeast export points,
allowing us to take advantage of shorter distances to Europe. Our Argentine
export facilities are strategically located at both that country's northern
river export points and a southern coastal export point.

    In both the United States and Brazil, some domestically produced soybean
meal is used in the production of meat and poultry that is ultimately exported.
As a result, our oilseed processing operations in those countries benefit from
global demand for United States and Brazilian poultry and pork exports. In
Argentina, where the domestic population base is proportionally small compared
to the availability of agricultural resources, the agricultural commodities
industry has traditionally been export oriented. Approximately 90% of our net
sales in Argentina are made to foreign markets.

    INTERNATIONAL MARKETING

    Our international marketing operations link our grain origination and
oilseed processing operations with our overseas customers while managing
commodity, credit, freight and political risks. We also provide the trade
finance and ocean transportation services required by our customers.

    Historically, we sold significant amounts of agricultural commodities to
dealers, many of whom were also our direct competitors. In recent years,
privatization within the agricultural sector in many emerging market countries
has increased the number of consumers who purchase their agricultural
commodities directly in the international markets, creating a more diversified
customer base that prefers to deal directly with suppliers to ensure consistent
quality and that seeks a reliable, year-round supply and a variety of associated
logistical and financial services. To capitalize on the opportunities created by
privatization in many emerging markets and to capture additional margins and
maximize the value of our origination and processing assets, we developed an
international distribution and marketing business in 1999. Our international
marketing operations have grown to 19 offices and 221 employees in 17 countries
as of March 31, 2001.

    We are currently focusing on expanding our international marketing
initiatives in Europe and Asia, where we seek to differentiate our product
quality and service capabilities by maintaining a local presence in order to
understand and capitalize on local purchasing patterns. Europe is the world's
largest soybean meal import market. Southern Europe and the Mediterranean are
characterized by numerous small buyers with extensive service needs, while
northern Europe is a more mature market dominated by large, price-sensitive
cooperatives. Through our offices in Europe, we target these markets and seek to
meet their specific needs. With offices in eastern Asia and India, we intend to
increase our total market share in potential higher growth Asian markets. The
number of dealers participating in the international marketing business has
decreased since we began our trading and marketing operations.

    In addition, to expand the scope of our distribution and marketing
capabilities, we engage in the origination of palm oil and Indian soybean meal
for shipment to Asia and Europe and lease warehouse

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<PAGE>
space at several destination points. In Italy and Portugal, we have entered into
toll crush, or lease term, agreements to supply raw materials and merchandize
the resulting meal and oil products.

    COMPETITION

    Our major competitors in the grain origination business include ADM,
Cargill, Cenex Harvest States Cooperatives, ConAgra, Consolidated Grain and
Barge Company, other agricultural cooperatives and trading companies such as
Louis Dreyfus Group. Our major competitors in the oilseed processing business
include ADM, Cargill and the Central Soya Company, Inc., a subsidiary of Cereol
S.A., and regional participants such as Ag Processing Inc. in the United States
and Louis Dreyfus in Argentina and Brazil. Our major competitors in the
international marketing area include ADM, Cargill, Louis Dreyfus and Tradigrain
Inc.

FERTILIZER

    OVERVIEW

    We are currently the only integrated fertilizer producer in Brazil,
participating in all stages of the business, from mining of raw materials to
selling of mixed fertilizers, with an annual output of approximately
10.2 million metric tons of fertilizer products.

    Since 1996, we have made eight acquisitions in the Brazilian fertilizer
industry to expand our product lines, improve our access to raw materials and
broaden our market share. The most significant of these acquisitions was our
acquisition of Manah in April 2000. See "--Recent Acquisitions and
Divestitures." We currently account for over 30% of the NPK retail market in
Brazil in terms of tonnage.

    OUR FERTILIZER PRODUCTS AND SERVICES

    Our fertilizer division is comprised of nutrients and retail operations. Our
nutrients operations include the mining and processing of phosphate ore and the
production and sale of intermediate products to fertilizer mixers and
cooperatives. The primary products we produce in our nutrients operations are
single super phosphate, dicalcium phosphate and phosphoric acid. We are the
leading producer of phosphate-based animal feed ingredients in South America and
the leading manufacturer of dicalcium phosphate in Brazil. Our sales of
dicalcium phosphate were approximately $212 million in 2000. Dicalcium phosphate
is one of two major sources of calcium used in animal feed for livestock
production. The other major source of calcium used in animal feed is meat and
bone meal, the use of which has recently been banned in the European Union due
to its linkage to mad cow disease.

    Our retail operations consist of producing, distributing and selling mixed
NPK formulas, mixed nutrients and liquid fertilizer products directly to
retailers, processing and trading companies and farmers. We market our
fertilizers under the SERRANA, MANAH, OURO VERDE and IAP brands. We also provide
fertilizer application services to farmers in Brazil using a technique called
precision agriculture, a system currently used in developed countries such as
the United States. Precision agriculture involves using sophisticated software,
global positioning systems and automated equipment to tailor, map and apply
fertilizer to farmland. This service is economically attractive for the farmer
since it reduces fixed equipment and labor costs.

    Over 5% of our total fertilizer sales in 2000 were made in conjunction with
Brazilian crop financing transactions. Our agribusiness division uses the
fertilizers produced in our fertilizer operations to make crop financing loans.
See "--Agribusiness--Grain Origination--Overview."

    MINES AND FACILITIES

    We operate five phosphate mines through our subsidiaries in Brazil. We also
operate 15 processing plants in this division. Our mines and processing plants
produced sufficient phosphate rock to supply

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approximately 80% of our total phosphate requirements in 2000. Our facilities
are strategically located in the key fertilizer consumption regions of Brazil,
reducing transportation costs to our end user customers. Our mines are operated
under concessions from the Brazilian government. The following table sets forth
information about our mining properties.

<TABLE>
<CAPTION>
                                                                   ANNUAL PRODUCTION     NUMBER OF
                                                                        FOR THE            YEARS
                                                                      YEAR ENDED       UNTIL RESERVE
NAME AND LOCATION                                  PRODUCT MINED   DECEMBER 31, 2000     DEPLETION
-----------------                                  -------------   -----------------   -------------
                                                               (MILLIONS OF METRIC TONS)
<S>                                                <C>             <C>                 <C>
Araxa (Brazil)...................................    phosphate                .8             21(a)
Cajati (Brazil)..................................    phosphate                .6             22(a)
Catalao (Brazil).................................    phosphate               5.2             38
Tapira (Brazil)..................................    phosphate              12.5             60
Salitre (Brazil).................................  phosphate                 (b)            (b)
</TABLE>

------------------------

(a) The Araxa and Cajati mines operate under concession contracts which expire
    in 2022 and 2023, respectively, but may be renewed at our option for
    consecutive ten-year periods thereafter through the useful life of the
    mines. The number of years until reserve depletion represents the number of
    years until the initial expiration of the concession contracts.

(b) Production at the Salitre mine is scheduled to begin in 2002, at which time
    annual production is expected to be 4.8 million metric tons per year. This
    would result in projected depletion of the reserves in 97 years.

    LOGISTICS AND DISTRIBUTION

    The lack of an efficient transportation infrastructure, the expense of
transporting raw materials and the fact that the majority of fertilizer raw
materials are imported to Brazil make logistics management essential to success
in the Brazilian fertilizer industry. Our phosphate mining operations in Brazil
allow us to reduce our logistics costs by reducing our use of imported raw
materials and associated transportation expenses. In addition, our agribusiness
operations provide us the opportunity to back-haul agricultural commodities from
inland locations once imported raw materials have been delivered to us, thereby
reducing our transportation expenses and improving our margins. Our retail
fertilizer operations also benefit from our established relationships with
farmers. We supply over 60,000 customers in our retail fertilizer operations.

    RAW MATERIALS

    In 2000, we purchased a total of 4.2 million metric tons, or $530 million,
of our basic raw materials, including phosphate, sulfuric acid and nitrogen, to
meet the demands of our fertilizer business. Of this amount, $410 million, or
approximately 77%, was imported.

    Our phosphate rock needs are mostly satisfied by the production from our
mines. We import the balance of our demand for phosphate from Morocco. Our
sulfuric acid requirements are partially met by our internal production at two
acidulation plants. In December 2001, we plan to begin operating a third
acidulation plant, which is expected to fully satisfy our internal sulfuric acid
needs. Fosfertil supplies approximately 27% of our internal demand for nitrogen,
and we purchase the remainder from third party suppliers. Our internal need for
potash is fully satisfied from third party suppliers.

    The prices of phosphate rock, sulfuric acid, nitrogen and potash are
determined by reference to international prices as a result of supply and demand
factors. Each of these raw materials is readily available in the international
marketplace from multiple sources.

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<PAGE>
    COMPETITION

    Our main competitor in the Brazilian nutrients market is Copebras. Our
largest retail fertilizer competitors include Cargill (through its Solorrico and
Fertiza brands) and Heringer.

FOOD PRODUCTS

    OVERVIEW

    Our food products division consists of four business lines: edible oil
products, wheat milling and bakery products, soy ingredients and corn products.
These businesses produce and sell food products and food ingredients. In the
year 2000 and the first three months of 2001, we had net sales of
$1,113 million and $248 million, respectively, in our food products division in
Brazil and $761 million and $176 million, respectively, in the United States.

    We selectively participate in food products markets where we can realize
synergies with our agribusiness operations, compete effectively and participate
in higher growth and higher margin markets. In addition, we believe the raw
material procurement activities and risk management strategies of our food
products division benefit from being part of an integrated, global agribusiness
enterprise.

    Our food products are sold either under our own brand names, private labels
or manufacturer brand names. These products are sold to three customer types, or
market channels: food processors, foodservice companies and retail outlets. We
have a large customer base in our food products division, none of which
represents more than 5% of our total net sales.

    Food processors manufacture food and beverage products such as snack foods,
cereal, beer, candy, breads, cake mixes, meat products and pasta. Foodservice
businesses include restaurants, quick-serve restaurants, bakeries, institutional
dining facilities and catering companies that serve or distribute food for
consumption away from home. Retail outlets include supermarkets and club and
grocery stores that sell products directly to consumers.

    We have organized our sales force along market channel lines in order to
sell multiple products to the same customers. Operating with a market channel
focus also enables us to share marketing and operational knowledge across our
international operations. For example, as the food processor and food service
industries in Brazil develop, we are able to utilize our experience in the
United States food products industry to better position ourselves in the
Brazilian market. In the United States, we distribute our products both through
our own sales force and through relationships with national foodservice
distribution companies. In Brazil, we currently distribute our own products to
approximately 70,000 customers. We are considering expanding our extensive
distribution activities in Brazil to distribute food products produced by other
manufacturers. Due to our logistical expertise and extensive transportation
network in Brazil, we believe we are ideally positioned to offer much needed
distribution services in that country to third parties.

    The principal raw materials that we use in our food products division are
soybeans, wheat, corn and various oils, particularly soybean oil. Our food
products division obtains a substantial portion of its raw materials from our
agribusiness division. As these raw materials are all agricultural commodities
or commodity products, we expect supply to be adequate for our operational
needs.

    EDIBLE OIL PRODUCTS

    PRODUCTS.  Our edible oil products include shortenings and oils, margarine,
mayonnaise and other products derived from the vegetable oil refining process.
We primarily use soybean oil that we produce in our oilseed processing
operations but also use smaller amounts of canola, corn, cottonseed, palm,
peanut and other oils, as well as lard and tallow to make specialty shortenings
and oils. We are particularly focused

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on the premium sector of the edible oil market as it is characterized by higher
margins and more custom-formulated products.

    DISTRIBUTION AND CUSTOMERS.  Our U.S. food processor customers include baked
goods companies such as The Pillsbury Company, McKee Foods Corporation and The
Earthgrains Company. Our Brazilian food processor customers include Nestle,
Groupe Danone and Nabisco. Premium edible oil products comprise the majority of
our sales to the foodservice sector and many of our products are custom
formulations developed to meet the needs of specific customers. In Brazil, we
are a major supplier of frying and baking shortening to McDonald's. In the
United States, our foodservice customers include Tricon Global Restaurants
Inc.'s Taco Bell and KFC restaurant chains, Ruby Tuesday's, Inc., Outback
Steakhouse Inc., Sam's Club stores (a division of Wal-Mart Stores, Inc.) and
Walt Disney Company theme parks.

    We sell our retail edible oil products in Brazil under a number of our own
brands. Our retail sales in the United States are made to private label retail
outlets and include bottled oils and packaged shortenings. We have the top
retail bottled oil brand in Brazil, which is SOYA, and the leading market share
in Brazilian retail bottled oil sales. We have the top foodservice shortening
brand in Brazil, which is CUKIN. We have the top foodservice brand family of
edible oil products in the United States, which is ELITE, and have been named
the top edible oil supplier to the U.S. foodservice industry by ID, a leading
foodservice industry trade periodical.

    COMPETITION.  In 2000, our principal competitors in the edible oil products
business in Brazil were ADM, Cargill, Sadia S.A. and Unilever. Our main
competitor in the Brazilian margarine market is Unilever. Our major competitors
in shortenings in Brazil include Agropalma S.A., Cargill and Maeda S.A. In the
United States, we compete in the premium vegetable oil market with ACH Food
Companies, Inc. and Ventura Foods, LLC and with ADM and Cargill in other sectors
of the vegetable oil market.

    SOY INGREDIENTS

    PRODUCTS.  Our soy ingredients business consists of the production of soy
functional ingredients and nutraceuticals. Soy functional ingredients are food
ingredients derived from soybeans which perform specific functions in the food
manufacturing process. Nutraceuticals are food ingredients that are intended to
produce specific health benefits. Our primary products in this business,
lecithins and isolated soy protein, can be used both as functional ingredients
or nutraceuticals. In addition to these products, our soy ingredients products
include other soy proteins such as soy concentrate, textured vegetable protein
and defatted soy flours used in bakery products and fermentation and dietary
fiber used in breads. Soy protein products are used widely in the processed meat
and baking industries for their binding, emulsification and flavor-enhancing
functional capabilities. Soy proteins are also an important and cost-effective
supplement or replacement for animal protein and are used in baked goods,
nutritional beverages and medicinal applications. We are one of three major
producers of isolated soy protein in the world. Lecithin is used as an
emulsifier in chocolate, margarine, cookies and beverages, as well as in other
commercial products such as cosmetics and paint.

    We produce soy protein products in Brazil and lecithin in Brazil and
Argentina. We produce soybean oil distillate at our refineries in Argentina,
Brazil and the United States, which is used to produce vitamin E and sterols. We
are planning to add a new line of soybean-based micro-ingredients that will
include isoflavones, sterols, and tocopherols to be used in the production of
nutraceutical foods.

    DISTRIBUTION AND CUSTOMERS.  Virtually all of our soy ingredients products
are sold to the global food processing industry. We export approximately 54% of
our soy ingredients products, principally to Europe and Japan. We have over
2,000 customers worldwide, including Ajinomoto and Nestle.

    COMPETITION.  In soy proteins, we compete with ADM, Dupont and Central Soya
Company, Inc. In lecithin, we compete with Central Soya, ADM and SKW Biosystems,
Inc.

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    WHEAT MILLING AND BAKERY PRODUCTS

    PRODUCTS.  Our wheat milling and bakery products include flours, bakery and
other mixes and frozen baked and unbaked products that are sold in the United
States, Brazil and Mexico. We also produce dry pasta in Brazil. We are the
leading wheat miller in Brazil. In Mexico, we have a minority interest in the
second largest flourmill in the country and a majority interest in an adjacent
dry mix facility.

    DISTRIBUTION AND CUSTOMERS.  In Brazil, our wheat milling and bakery
products include a variety of bakery flours and bakery mixes. Food processor
customers of our wheat milling and bakery products in Brazil include Nestle,
Groupe Danone and Nabisco. In the United States, our food processor customers
include Entenmann's Inc. and Interstate Bakeries Corp. Our Brazilian foodservice
customers include Carrefour, Pao de Acucar and Bompreco. In the United States,
in addition to bakery mixes, we produce and sell frozen baked and unbaked
products to foodservice customers. For example, we supply frozen dough products
to Au Bon Pain stores, and are the largest supplier of thaw-and-serve cakes and
muffins to Albertson's, Inc. We also sell our bakery mixes and frozen bakery
products to Safeway, Inc., and Sam's Club stores. We also manufacture a
diversified line of branded and private label fresh and frozen bakery products
and dry pasta for retail sales in Brazil.

    COMPETITION.  The wheat milling industry in Brazil is highly competitive
with many small regional producers. Most of our wheat milling and bakery
products compete with similar products, and competition within markets is
largely based on price, quality and product availability. Our major competitors
in Brazil in the flour and bakery mixes product lines are J. Macedo Alimentos
S.A., Pena Branca Alimentos, M. Dias Branco S.A. and Moinho Pacifico.

    CORN PRODUCTS

    PRODUCTS.  Our corn products, which are dry milled, consist of corn grits
and meal, flours and, in the United States, corn products such as corn meal,
soya-fortified corn meal and corn-soy blend that we sell to the United States
government for humanitarian relief programs. We also produce corn oil and corn
feed products. In 2000, we had the leading market share of the U.S. corn dry
milling industry based on sales. We believe that our mill in Danville, Illinois
is the largest corn dry mill in the world. We also have corn milling operations
in Canada and Mexico.

    DISTRIBUTION AND CUSTOMERS.  Our corn products are predominantly sold into
the food processing sector. Our corn grits and meal are used primarily in the
cereal, snack food and brewing industries. Our flours are sold to the baking
industry and other food processors, as well as in retail markets. Our corn oil
and feed products are sold to edible oil processors and animal feed markets. Our
United States customers include Anheuser-Busch, Inc., Frito Lay, Inc., General
Mills, Inc. and Kellogg Company. In Mexico, we are the sole supplier of corn
flaking grits to Kellogg Company.

    COMPETITION.  Our corn products compete with virtually identical products
and derivatives manufactured by other companies in the industry. The United
States corn products market includes competitors such as ADM, Cargill, ConAgra
and J.R. Short Milling Co. In addition, corn dry millers such as ourselves
compete with corn wet millers on sales and marketing of certain products.
Competition is largely based on price, quality and product availability.

RECENT ACQUISITIONS AND DIVESTITURES

    ACQUISITIONS

    Over the past several years, we have made acquisitions within each of our
business divisions, particularly fertilizer and agribusiness, to expand our
businesses and product lines, increase our market share and enhance our access
to raw materials. The following is a description of our principal recent
acquisitions.

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<PAGE>
    BUNGE FERTILIZANTES.  In November 1997, we purchased 71% of the capital
stock of Serrana, formerly IAP S.A., a Brazilian fertilizer company, for an
aggregate purchase price of $44 million. We accounted for this acquisition under
the purchase method. In 1998, we increased our ownership of Serrana from 71% to
91% and merged Serrana with another of our fertilizer subsidiaries in Brazil.
This transaction was valued at $27 million, including $15 million paid in cash,
and we accounted for it as a purchase of a minority interest.

    In April 2000, we acquired a 21% interest in, representing 57% of the voting
power of, Manah for $47 million in cash, net of cash acquired of $36 million. In
August 2000, we merged Manah with Serrana in a public share exchange. The share
exchange resulted in our acquiring the remaining 9.7% of Serrana that we did not
already own. The fair value of the remaining shares of Serrana that we acquired
in the share exchange was $53 million, and we accounted for this transaction as
an acquisition of a minority interest. As a result of this transaction, we now
control approximately 72% of the combined company, which we renamed Bunge
Fertilizantes S.A.

    As a result of the Manah acquisition, we also obtained a controlling
interest in Fosfertil, a Brazilian phosphate mining company and producer of
intermediate fertilizer products. Fosfertil operates three phosphate mines in
Brazil and supplies a portion of the phosphate and nitrogen needs of our
fertilizer operations. In the first quarter of 2001, we acquired an additional
3% interest in Fosfertil S.A. for $21 million, of which $3 million consisted of
cash and the remainder consisted of a variable interest rate note payable in
seven installments ending July 2002.

    BUNGE ALIMENTOS.  In November 1997, we purchased 56% of the capital stock of
Ceval Alimentos S.A. through a simultaneous cash purchase and merger with one of
our existing Brazilian agribusiness subsidiaries. Ceval Alimentos was a soybean
processor in Latin America. It also produced vegetable oil, margarine and
specialty oils. The aggregate purchase price of $466 million included a cash
payment of $400 million and fair value of shares exchanged of $66 million. We
accounted for this acquisition under the purchase method. In 1998, we acquired
an additional 5% interest in Ceval Alimentos for $13 million.

    In September 2000, we effected a merger between Ceval Alimentos and Santista
Alimentos S.A., one of our Brazilian subsidiaries, in a public share exchange
which resulted in our acquiring the remaining 13% of Santista that we did not
already own. As part of this merger, the shareholders of Santista also had the
right to put their interest in Santista to Ceval Alimentos at a predetermined
value. The fair value of the shares we acquired, including the put option, was
approximately $24 million. We accounted for this transaction as an acquisition
of a minority interest. After the acquisition, we renamed this company Bunge
Alimentos S.A.

    OTHER ACQUISITIONS.  In 1998, we also completed the following acquisitions:

       - we acquired the remaining 44% interest that we did not already own of
         Bunge Ceval S.A., an Argentine soybean crushing and grain merchandising
         company, for approximately $39 million in cash;

       - we acquired two frozen bakery product facilities in the United States
         for approximately $35 million; and

       - we acquired a controlling interest in the Argentine port facility
         Terminal Bahia Blanca and made a number of small acquisitions in
         Brazil, including acquiring the remaining equity in a Brazilian pasta
         producer that we did not already own and controlling interests in two
         Brazilian fertilizer companies, for a total of $44 million.

    DIVESTITURES

    Over the past three years we have also disposed of non-core assets and
businesses that we deemed not to be complementary to our business strategy. In
March 2001, we divested our Brazilian consumer bread

                                       70
<PAGE>
products division, Plus Vita S.A., through a sale to a third party. The net
assets of this division were valued at approximately $59 million as of
December 31, 2000. In 1998, we divested our meat and poultry operations by
transferring our approximately $52 million investment in this business to our
sole shareholder.

RISK MANAGEMENT

    Effective risk management is a fundamental aspect of our business. Correctly
anticipating market developments to optimize timing of purchases, sales and
hedging is essential for maximizing the return on our assets. We engage in
commodity price hedging in our agribusiness and food products divisions in order
to reduce the impact of volatility in the prices of the principal agricultural
commodities we use in those divisions. We also engage in foreign currency and
interest rate hedging. Our trading decisions take place in local markets but
position limits are set and monitored at a centralized level. For foreign
exchange risk, we require our positions to be hedged in accordance with our
foreign exchange policies. A committee of the board of directors of Bunge
International Limited, our sole shareholder prior to the offering, has in the
past overseen our risk management practices. We have recently established a
finance and risk management committee that will assume this role and supervise
these practices on an ongoing basis. In addition, we regularly review our risk
management policies, procedures and systems with outside consultants. For more
information on our risk management activities, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Quantitative and
Qualitative Disclosures about Market Risk."

RESEARCH AND DEVELOPMENT

    Our research and development activities are focused on developing products
and techniques that will drive growth or otherwise add value to our core
business lines.

    In our food products division, we have established two regional centers of
excellence, one located in the United States and the other in Brazil, to develop
and enhance technology and processes associated with food products and
marketing. Our center in the United States focuses on edible oil products and
our center in Brazil focuses on soy ingredients. In addition, we have a regional
research and development bakery center in the United States.

    Our total research and development expenses were $5 million in 2000,
$4 million in 1999 and $6 million in 1998. As of December 31, 2000, our research
and development organization consisted of approximately 60 employees worldwide.

E-BUSINESS INITIATIVES

    In 2000, we completed a less than 1% investment in Rooster.com, an Internet
agriculture portal focused on North America, and a 20% investment in Mega-Agro,
an agriculture portal focused on Mercosur for approximately $3 million in the
aggregate. We have also begun the installation of a common set of web
development tools to be used in our internal operations and are undertaking
various web-based projects to improve customer service and reduce costs.

TRADEMARKS AND INTELLECTUAL PROPERTY

    We own trademarks on the majority of the brands we produce in our food
products and fertilizer divisions. We typically obtain long-term licenses for
the remainder. We recognize that consumer knowledge of and loyalty to our brand
names and trademarks are vital to our long-term success. We have patents
covering some of our products and manufacturing processes; however we do not
consider any of these patents to be material to our business.

                                       71
<PAGE>
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

    We are subject to regulation under United States federal, state and local
laws, as well as foreign laws in the jurisdictions in which we operate. These
regulations govern various aspects of our business, including storage, crushing
and distribution of our agricultural commodity products, food handling and
storage, mining and port operations and environmental matters. To operate our
facilities, we must obtain and maintain numerous permits, licenses and approvals
from governmental agencies. In addition, our facilities are subject to periodic
inspection by governmental agencies, including the USDA, FDA and EPA in the
United States.

    In Argentina, we operate the Bahia Blanca port facility pursuant to a
30-year concession granted by the Argentine Ministry of Economy and Public Works
to us in 1994. The terms of the concession require us to make monthly payments
to the Argentine government based on volumes shipped. We must also comply with
specified operating and maintenance requirements.

    In Brazil, we operate the mines that supply raw materials for our fertilizer
business under concessions granted by the Brazilian Ministry of Mines and
Energy. The concessions for the Araxa and Cajati mines expire in 2022 and 2023,
respectively, but may be renewed at our option for consecutive ten-year periods
thereafter through the useful life of the mines. The concessions for the other
mines have no specified termination dates and are granted for the useful life of
the mines.

    We are subject to various environmental protection and occupational health
and safety laws and regulations in the countries in which we operate. In
addition, in our oilseed processing and fertilizer operations, we have handled
and disposed of, and will continue to handle and dispose of, hexane and other
materials and wastes classified as hazardous or toxic by one or more regulatory
agencies. There are inherent risks in handling hazardous or toxic materials and
wastes, and we incur costs to comply with health, safety and environmental
regulations applicable to our operations.

    In late 2000, we discovered that we had purchased genetically modified corn
known as StarLink and voluntarily recalled the affected corn products
manufactured at our Crete, Nebraska facility. U.S. regulators had approved
StarLink for animal, but not human, consumption. We had sold the corn products
containing StarLink to two customers, a brewer and a redistributor. We have
instituted rigorous testing procedures at our corn dry milling facilities since
the recall and have notified our customers that our corn may not be free of
StarLink. We currently anticipate reimbursement from the manufacturer of
StarLink for expenses and other losses related to this recall.

    We are aware of possible carbon tetrachloride and hydrocarbon groundwater
contamination at some of our former properties in Kansas. Based on currently
available information, we do not believe that any costs or liabilities relating
to such contamination will materially adversely affect our business, financial
condition or results of operations.

    Our total environmental compliance expenses were approximately $3 million in
2000, $3 million in 1999 and $1 million in 1998. Compliance with environmental
laws and regulations did not materially affect our 2000 capital expenditures,
earnings or competitive position, and, based on current laws and regulations, we
do not expect that they will do so in 2001 or 2002.

                                       72
<PAGE>
EMPLOYEES

    The following tables indicate the distribution of our employees by segment
and geographic region at the dates indicated.

                             EMPLOYEES BY DIVISION

<TABLE>
<CAPTION>
                                                               AS OF DECEMBER 31,
                                                         ------------------------------
                                                           1998       1999       2000
                                                         --------   --------   --------
<S>                                                      <C>        <C>        <C>
Agribusiness...........................................   4,343      4,434      4,243
Fertilizer.............................................   2,145      2,193      5,994
Food products..........................................   8,918      8,233      7,861
</TABLE>

                         EMPLOYEES BY GEOGRAPHIC REGION

<TABLE>
<CAPTION>
                                                            AS OF DECEMBER 31,
                                                      ------------------------------
                                                        1998       1999       2000
                                                      --------   --------   --------
<S>                                                   <C>        <C>        <C>
North America.......................................    3,246      3,563      3,275
South America.......................................   12,198     11,337     14,800
Europe..............................................       14         19         47
Asia/Pacific........................................        0          0         26
</TABLE>

    Many of our employees in the United States, Brazil and Argentina are
represented by labor unions. Our collective bargaining agreement covering
approximately 200 employees at our Danville, Illinois corn mill and soybean
processing plant expired in May 2001 and to date we have not reached a new
agreement with the union. On May 16, 2001, the union employees initiated a
strike which continues to be in effect at the plant. We are currently operating
the corn mill at the plant with non-union workers and have suspended operations
at the soybean processing plant. We believe that the strike affecting this
facility should not have a material adverse effect on our business or financial
results in 2001.

    The collective bargaining agreement covering approximately 90 employees at
our edible oil refining plant in Fort Worth, Texas will expire in July 2001. If
we are unable to enter into a mutually acceptable new collective bargaining
agreement with the union, our union employees may strike and we may be forced to
suspend operations at this facility. In general, we consider our employee
relations to be good.

PROPERTIES

    The following tables provide information on our principal operating
facilities.

                             FACILITIES BY DIVISION

<TABLE>
<CAPTION>
                                                         AGGREGATE DAILY PRODUCTIVE AND
           TYPE OF FACILITY             AGGREGATE SIZE          STORAGE CAPACITY
           ----------------             --------------   ------------------------------
                                            (M(2))         (MILLIONS OF METRIC TONS)
<S>                                     <C>              <C>
Agribusiness..........................    1,827,778                8,522,067
Fertilizer............................    1,067,854                1,644,657
Food products.........................    1,484,005                1,048,655
</TABLE>

                        FACILITIES BY GEOGRAPHIC REGION

<TABLE>
<CAPTION>
                                                         AGGREGATE DAILY PRODUCTIVE AND
           TYPE OF FACILITY             AGGREGATE SIZE          STORAGE CAPACITY
           ----------------             --------------   ------------------------------
                                            (M(2))         (MILLIONS OF METRIC TONS)
<S>                                     <C>              <C>
North America.........................      692,117                2,920,272
South America.........................    3,687,520                8,295,107
</TABLE>

    We own the majority of our principal facilities and lease the others under
long-term leases, the earliest of which expires in October 2001. In addition, we
have access to port facilities in the United States and

                                       73
<PAGE>
Argentina through alliances and joint ventures. Our corporate headquarters in
White Plains, New York occupy approximately 19,000 square feet of space under a
lease that expires in February 2004. We also lease offices for our international
marketing operations in Miami, Rotterdam, Rome, Istanbul, Saint Nazaire
(France), Tilbury (United Kingdom), Hamburg, Barcelona, Lisbon, Geneva,
Singapore, Shanghai, Jakarta and Medan (Indonesia), Bangkok, Kuala Lumpur,
Hyderabad and Manila.

    We believe that our facilities are adequate to address our current
operational requirements.

LEGAL PROCEEDINGS

    We are party to various legal proceedings in the ordinary course of our
business. Although we cannot accurately predict the amount of any liability that
may arise with respect to any of these matters, we do not expect any proceeding,
if determined adversely to us, to have a material adverse effect on our
consolidated financial position, results of operations or cash flows. Although
we vigorously defend all claims, we make provision for potential liabilities
when we deem them probable and reasonably estimable. These provisions are based
on current information and legal advice and are adjusted from time to time
according to developments.

    We are subject to pending tax claims by Brazilian federal, state and local
tax authorities, numbering approximately 700 individual cases, representing in
the aggregate approximately $292 million and averaging approximately $400,000
per claim. The Brazilian tax claims relate to income tax claims, value added tax
claims and sales tax claims. The determination of the manner in which various
Brazilian federal, state and municipal taxes apply to our operations is subject
to varying interpretations arising from the complex nature of Brazilian tax laws
and changes in those laws. In addition, we have legal proceedings pending
against Brazilian federal, state and local tax authorities to recover taxes
previously paid by us. We have approximately 130 individual claims outstanding,
representing in the aggregate approximately $141 million and averaging
approximately $1 million per claim.

    We are also party to a number of labor claims relating to our Brazilian
operations. Court rulings under labor laws in Brazil have historically ruled in
favor of the employee-plaintiff. We have reserved $81 million as of March 31,
2001 in respect of these claims. The labor claims primarily relate to
dismissals, severance, health and safety, salary adjustments and supplementary
retirement benefits.

    We have not yet received approval from the Brazilian antitrust commission
for our acquisition of Manah. In April 2001, an office of the Brazilian Ministry
of Finance issued a non-binding advisory opinion recommending approval of the
Manah acquisition subject to the divestiture of either one of our existing
phosphate facilities or Manah's equity interest in Fosfertil. The opinion was
based on a finding of potential anticompetitive effects in the central region of
Brazil. The opinion also recommended that the Brazilian antitrust commission
initiate an administrative action against Ultrafertil S.A., a subsidiary of
Fosfertil, in a pending, unrelated antitrust matter. In addition to the opinion
of the office of the Ministry of Finance, Brazilian law provides for the
issuance of additional non-binding opinions from the Ministry of Justice and the
Attorney General of the Brazilian antitrust commission before the antitrust
commission issues its final decision. The timing of the approval process is
uncertain and may not be forthcoming until 2003 or later.

    The Brazilian securities commission is currently investigating Bunge
Alimentos and its former and current management for possible non-compliance with
Brazilian accounting rules and procedures that occurred prior to our acquisition
of Bunge Alimentos in 1997. This investigation was initiated by minority
shareholders of Bunge Alimentos after we, pursuant to applicable Brazilian
accounting regulations, reduced the company's corporate capital after acquiring
Bunge Alimentos.

    In May 2001, the Brazilian securities commission notified Bunge Alimentos
and Bunge Fertilizantes that it is reviewing their accounting for deferred
income taxes, particularly the valuation allowances recorded against net
operating losses, asserting that the valuation allowances should be higher. As
accounting rules under generally accepted accounting principles in Brazil differ
from generally accepted accounting principles in the United States with respect
to accounting for deferred tax valuation allowances, we expect that the ultimate
outcome of this review will not impact our consolidated financial statements.

                                       74
<PAGE>
                                   MANAGEMENT

BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

    Our bye-laws provide that our business is to be managed and conducted by our
board of directors. Our board of directors will initially consist of eleven
directors. Six of our directors will continue to serve as directors of our
former parent company, Bunge International Limited, after the completion of this
offering. The Chairman of our board, Alberto Weisser, as well as
Messrs. Bachrach, Boilini, Bulkin and Schmitt-Rhaden, will cease to be directors
of Bunge International Limited following the completion of this offering. Our
bye-laws provide that the lesser of one-third or two of our directors may be
employed by us or by any entity in our group.

    Our board 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. Messrs. Born, Caraballo, de La Tour
d'Auvergne Lauraguais and Engels are our Class I directors, and their term
expires in May 2004. Messrs. Coppinger, Braun Saint and Weisser are our
Class II directors and their term expires in May 2003. Messrs. Bachrach,
Boilini, Bulkin and Schmitt-Rhaden are our Class III directors and their term
expires in May 2002. There is no requirement in our bye-laws or Bermuda law that
our directors must retire at a certain age.

    The following table sets forth information for each of our directors,
executive officers and other key employees. Unless otherwise stated, the address
for our directors, executive officers and key employees is c/o Bunge Limited,
50 Main Street, White Plains, New York 10606.

<TABLE>
<CAPTION>
NAME                                                       POSITION
----                                       -----------------------------------------
<S>                                        <C>
Alberto Weisser..........................  Chairman of the Board of Directors and
                                           Chief Executive Officer
Jorge Born, Jr...........................  Deputy Chairman and Director
Ernest G. Bachrach.......................  Director
Enrique Boilini..........................  Director
Michael H. Bulkin........................  Director
Octavio Caraballo........................  Director
Francis Coppinger........................  Director
Bernard de La Tour d'Auvergne              Director
  Lauraguais.............................
William Engels...........................  Director
Carlos Braun Saint.......................  Director
Ludwig Schmitt-Rhaden....................  Director
William M. Wells.........................  Chief Financial Officer
Flavio Sa Carvalho.......................  Chief Personnel Officer
Joao Fernando Kfouri.....................  Managing Director, Food Products
                                           Division, Bunge Limited
Archibald Gwathmey.......................  Managing Director, Bunge Global Markets,
                                           Ltd.
John Klein...............................  President, Bunge North America
                                           Incorporated
Vilmar de Oliveira Schurmann.............  President, Bunge Alimentos S.A.
Sergio Roberto Waldrich..................  President, Ceval Division, Bunge
                                           Alimentos S.A.
Jose Julio Cardoso de Lucena.............  President, Santista Division, Bunge
                                           Alimentos S.A.
Mario A. Barbosa Neto....................  President and Chief Executive Officer,
                                           Bunge
                                           Fertilizantes S.A.
Raul Padilla.............................  Chief Executive Officer, Bunge Ceval S.A.
</TABLE>

                                       75
<PAGE>
    ALBERTO WEISSER is the Chairman of our board of directors and our Chief
Executive Officer. He is also the Chairman and Chief Executive Officer of Bunge
International Limited. Mr. Weisser has been with Bunge since July 1993. He has
been a member of our board of directors since 1995, was appointed our Chief
Executive Officer in January 1999 and became Chairman of the board of directors
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 Ferro Corporation and a member of the North American
Agribusiness Advisory Board of Rabobank. Mr. Weisser has a bachelor's degree in
Business Administration from the University of Sao Paulo, Brazil and has
participated in several post-graduate programs at Harvard Business School. He
also attended INSEAD's Management Development Program in France.

    JORGE BORN, JR. has been a member of our board of directors and our Deputy
Chairman since 2001. He is also a director and Deputy Chairman of Bunge
International Limited. 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, hotel construction and management, farming and
waste management industries in Argentina. He is also President of Hoteles
Australes S.A., a joint venture with Accor S.A. of France, involved in the
development, construction and managment of hotels in Argentina and Uruguay.
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 graduate of the Wharton School of the University of Pennsylvania
and a member of Wharton's Latin American Executive Board.

    ERNEST G. BACHRACH has been a member of our board of directors since 2001.
He is also a member of the board of directors of Bunge International Limited.
Mr. Bachrach has been the Chief Executive Officer for Latin America of Advent
International Corporation, a private investment firm, since 1990. Prior to
joining Advent, Mr. Bachrach worked as Senior Partner, European Investments, for
Morningside Group, a private investment group. Mr. Bachrach also serves as a
member of the boards of CardSystem Upsi S.A., Aeroplazas S.A. de C.V.,
Consultoria Internacional S.A. de C.V., Arabela Holding S.A. de C.V.,
Farmacologia Argentina de Avanzada, Atgal Investments Corporation and Fort
Demider S.A. He is also the President of Universal Assistance 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.

    ENRIQUE BOILINI has been a member of our board of directors since 2001. He
is also a director of Bunge International Limited. Mr. Boilini has been 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, Mr. Boilini had
worked at Metallgessellschaft Corporation, where he had been the head trader of
emerging market debt and equity securities since 1991. From 1989 to 1991, he was
a Vice President at The First Boston Corporation, where he was responsible for
that company's activities in Argentina. Prior to his tenure at First Boston, he
worked for Manufacturers Hanover Trust Company. 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.

    MICHAEL H. BULKIN has been a member of our board of directors since 2001. He
is also a director of Bunge International Limited. 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 boards of Ferro Corporation, American
Bridge Company, Specified Technologies Inc. and the Global Vacation Group. He
holds a Bachelor of Engineering Science degree from Pratt Institute, and a
Master of Industrial Administration from Yale University.

    OCTAVIO CARABALLO has been a member of our board of directors since 2001. He
is also a director of Bunge International Limited and has served as Chairman of
the Board and President of Bunge International Limited. Mr. Caraballo is
President of Las Lilas S.A., an Argentine company. Mr. Caraballo

                                       76
<PAGE>
joined Bunge in 1967, serving in various divisions over the course of his
career, including as head of the Bunge group's paints, chemicals and mining
division. Prior to joining Bunge, he worked for several financial institutions
in Europe. Mr. Caraballo received a Business Administration degree from Babson
College and is a member of the Board of Trustees of Babson College.

    FRANCIS COPPINGER has been a member of our board of directors since 2001. He
is also a director of Bunge International Limited. He is Chief Executive Officer
of Publicite Internationale Intermedia Plc, (PII) a joint-venture he established
with the Michelin Group in December 1992. Based in Brussels, PII coordinates the
media activities of the Michelin Group in Europe. Prior to his career with PII,
Mr. Coppinger held a number of senior executive positions, including General
Manager and Chairman, with Intermedia, a media buying agency based in Paris. He
is currently a member of the board of directors of Intermedia. He holds a
Bachelors degree in Economics from the University of Paris and attended the
Institut d'Etudes Politiques de Paris.

    BERNARD DE LA TOUR D'AUVERGNE LAURAGUAIS has been a member of our board of
directors since 2001. He is also a director of Bunge International Limited.
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. 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.

    WILLIAM ENGELS has been a member of our board of directors since 2001. He is
also a director of Bunge International Limited. He is Group Controller for
Quinsa, a Luxembourg-based holding company listed on the New York Stock
Exchange, a position he has held since 1998. Prior to that, he served as Manager
of Corporate Finance at Quinsa and as Vice President at Citibank, N.A. in
London, responsible for European sales of Latin American investment products.
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.

    CARLOS BRAUN SAINT has been a member of our board of directors since 2001.
He is also a director of Bunge International Limited. Mr. Braun Saint is a Vice
President and director of Agroexpress S.A., an agribusiness company in
Argentina, a position he has held since January 2001. Mr. Braun Saint is also
employed by Bellamar Estancias S.A., another Argentine agribusiness company,
where he has worked since February 1999. Prior to that, he worked for the
Private Banking division of Banco Bilbao Vizcaya Argentaria for two years. Prior
to that, Mr. Braun Saint attended Belgrano University in Argentina for four
years.

    LUDWIG SCHMITT-RHADEN has been a member of our board of directors since
2001. He is also a member of the board of directors of Bunge International
Limited and served as Chairman of the Board of Bunge International Limited from
May 1997 to May 2001. Prior to serving as Chairman, Mr. Schmitt-Rhaden had been
the Chief Executive Officer of Bunge International Limited since 1994. He joined
Bunge International Limited in 1992, and before that served in various senior
management and executive positions at Degussa AG in Germany, England, Canada,
Italy, the Netherlands and United States, over a period of 18 years.
Mr. Schmitt-Rhaden is also a member of the board of management of Buehler AG.

    WILLIAM M. WELLS has been our Chief Financial Officer and the Chief
Financial Officer of Bunge International Limited since January 2000. Prior to
that, Mr. Wells was with McDonald's Corporation for ten years, where he served
in numerous capacities, including Chief Executive of System Capital Corporation,
which is McDonald's dedicated finance company, Chief Financial Officer of
McDonald's Brazil and Director of both U.S. and Latin American finance. Before
McDonald's Mr. Wells was with Citibank in Brazil and New York. He has a Master's
Degree in International Business from the University of South Carolina.

    FLAVIO SA CARVALHO has been our Chief Personnel Officer and the Chief
Personnel Officer of Bunge International Limited since 1998. Prior to joining
Bunge, he served as Vice President of Human Resources at Aetna International,
Inc. since 1994. Prior to that, he was with Bank of America in multiple
capacities

                                       77
<PAGE>
during his 12-year tenure, including Director of Human Resources for their Latin
American operations, International Compensation and Benefits, Corporate Staffing
and Planning and finally, Vice President of International Human Resources.
Mr. Carvalho studied Mass Communications in Brazil and holds a M.S. in Education
Research and Development from Florida State University.

    JOAO FERNANDO KFOURI has been the Managing Director of our food products
division since May 1, 2001. Prior to that, Mr. Kfouri was employed for 18 years
with Joseph E. Seagram and Sons Ltd., most recently as President of the Americas
division, with responsibility for North and South American operations. Prior to
that, Mr. Kfouri worked for General Foods Corp., where he served in numerous
capacities, including General Manager of Venezuelan operations. Mr. Kfouri
received a degree in Business from the Sao Paulo School of Business
Administration of the Getulio Vargas Foundation.

    ARCHIBALD GWATHMEY has been the Managing Director of Bunge Global Markets,
our international marketing division, since 1999. Mr. Gwathmey joined Bunge
North America Corporation in 1975 as a trainee and has over 25 years experience
in commodities trading and oilseed processing. During his career with Bunge, he
has served as head of the U.S. grain division and head of the U.S. oilseed
processing division. Mr. Gwathmey graduated from Harvard College with a B.A. in
Classics and English. He has also served as a Director of the National Oilseed
Processors Association.

    JOHN KLEIN has served as President and Chief Executive Officer of Bunge
North America for 15 years. He has spent 25 years with the Bunge group, serving
in Antwerp, Rotterdam, London, Sao Paulo, Buenos Aires, New York and St. Louis.
Prior to joining Bunge, Mr. Klein practiced law for the New York law firm of
Sullivan & Cromwell. Mr. Klein is a graduate of Princeton University and the
University of Michigan Law School.

    VILMAR DE OLIVEIRA SCHURMANN is the President of Bunge Alimentos S.A., a
company he founded in 1973, and has spent virtually his entire career in soybean
and food processing. Prior to the founding of Ceval Alimentos, the predecessor
company of Bunge Alimentos, Mr. Schurmann was a Project Engineer with the
Brazilian Regional Development Bank for four years. His first professional
position was with the Bunge group subsidiary of Samrig, where he served as a
Chemical Engineer from 1964 to 1968. Mr. Schurmann received a B.S. in Chemical
Engineering from Parana State University.

    SERGIO ROBERTO WALDRICH has been the President of the Ceval Division of
Bunge Alimentos S.A. since 2000. He joined Ceval Alimentos as a trainee in 1972.
Mr. Waldrich worked in various production positions over his career with the
company, eventually serving as head of the poultry division. When the poultry
division was spun-off by Bunge into a separate company, Seara Alimentos S.A.,
Mr. Waldrich was named Vice President and General Manager of that company. He
rejoined Ceval Alimentos in August 2000 as General Director and has been its
President since the formation of Bunge Alimentos. Mr. Waldrich has a degree in
Chemical Engineering from Blumenau and an M.B.A. from the University of
Florianopolis. Mr. Waldrich is the former President of Brazilian Pork Industry
Association and the Brazilian Port Export Association.

    JOSE JULIO CARDOSO DE LUCENA has been the President of the Santista Division
of Bunge Alimentos S.A. since 1997. He joined the Bunge group in 1994, as
President of Coral Paints, serving subsequently as Country Manager and Chief
Executive Officer of Imperial Chemical Industries (ICI) when Coral Paints was
sold to ICI. Mr. Cardoso has worked in corporate marketing positions for over
30 years, including positions at J. Walter Thompson, General Foods, Gillette and
Phillip Morris. He received his Law Degree from the University of Sao Paulo and
a graduate degree in Marketing from the Escola Superior de Propaganda e
Marketing.

    MARIO A. BARBOSA NETO has been President and Chief Executive Officer of
Bunge Fertilizantes S.A. since 1996 with the formation of Fertilizantes Serrana
S.A., the predecessor company of Bunge Fertilizantes S.A. Mr. Barbosa Neto has
over 20 years experience in the Brazilian fertilizer industry. Prior to joining
Serrana, he served as superintendent of Fosfertil S.A. from 1992 to 1996 and was
the Chief Financial Officer of Manah S.A. from 1980 to 1992. Mr. Barbosa Neto
has a B.S. in Engineering from the

                                       78
<PAGE>
University of Sao Paulo and an M.B.A. from the Getulio Vargas Foundation. In
addition to serving on the board of directors of Bunge Fertilizantes, he serves
as President of the Administrative Council of Fosbrasil S.A., and is a board
member of Fertifos, Ultrafertil, Alpargatas Santista Textil and Bunge Alimentos.
Mr. Barbosa Neto is also Vice President of the International Fertilizer
Association.

    RAUL PADILLA is the Chief Executive Officer of Bunge Ceval S.A., our oilseed
processing and grain origination subsidiary in Argentina. He joined the company
in 1991, becoming Chief Executive Officer and Commercial Director in 1999.
Mr. Padilla has over 23 years experience in the oilseed processing and grain
handling industries in Argentina, beginning his career with La Plata Cereal in
1977. He currently serves as President of the Argentinean National Oilseed
Crushers Association, Vice President of the International Association of Seed
Crushers and is a director of the Buenos Aires Cereal Exchange and the Rosario
Futures Exchange. Mr. Padilla is a graduate of the University of Buenos Aires.

COMMITTEES OF THE BOARD OF DIRECTORS

    Our bye-laws give our board of directors the authority to delegate its
powers to a committee appointed by the board. Committees may consist partly or
entirely of non-directors, except for the audit committee, and are required to
conduct meetings and take action only in accordance with guidelines imposed by
the board and the provisions of our bye-laws.

    COMPENSATION COMMITTEE

    We have formed a compensation committee that reviews and approves the
compensation and benefits for our executive officers and other key executives,
makes recommendations to the board regarding compensation matters and is
responsible for awarding equity-based compensation to our executive officers and
other employees under our employee equity incentive plan. The committee also has
the discretion to interpret the terms of the plan, to amend the plan and take
all other actions necessary to administer the plan in our best interests. See
"--Employee Equity Incentive Plan." The members of our compensation committee
are Messrs. Bachrach, Bulkin, Coppinger and Schmitt-Rhaden.

    AUDIT COMMITTEE

    We have formed an audit committee that will be responsible for advising the
board about the selection of independent auditors, reviewing the scope of the
audit and other services provided by our independent auditors and evaluating our
internal controls. The members of our audit committee are Messrs. Bachrach,
Boilini, Coppinger and de La Tour d'Auvergne Lauraguais.

    FINANCE AND RISK MANAGEMENT COMMITTEE

    We also have formed a finance and risk management committee that will be
responsible for reviewing and updating our risk management policies and risk
limits on a periodic basis and advising the board on financial and risk
management practices. The members of our finance and risk management committee
are Messrs. Boilini, Born, de La Tour d'Auvergne Lauraguais and Engels.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

    The aggregate amount of compensation that we paid to our directors and
executive officers as a group (seven persons in all), for services in all
capacities during the year ended December 31, 2000, was approximately
$3 million. Part of this amount was in the form of performance related bonuses
paid to our executive officers, based on the achievement of financial and
strategic objectives. The aggregate amount that we set aside or accrued to
provide pension, retirement or similar benefits for these individuals was
approximately $69,000.

    The remuneration of our directors is determined by our board of directors,
and there is no requirement that a specified number or percentage of
"independent" directors must approve any such

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<PAGE>
determination. We also reimburse directors for reasonable expenses incurred in
attending meetings of the board, meetings of committees of the board and our
general meetings. There are no director's service contracts with Bunge or its
subsidiaries providing for benefits upon termination of employment.

EMPLOYEE EQUITY INCENTIVE PLAN

    We have adopted the Bunge Limited equity incentive plan. The plan is
effective as of October 10, 2000 and has been adopted by the board and approved
by our sole shareholder. We have reserved up to 4,099,000 common shares for
issuance under our equity incentive plan. The plan is intended to attract,
retain and motivate our officers and employees, link compensation to the overall
performance of the company in order to promote cooperation among our diverse
areas of business and to create an ownership interest in the company with
respect to these officers and employees in order align their interests with the
interests of our shareholders. Under the plan, the compensation committee of the
board may award equity-based compensation to our officers and other employees
who make or are anticipated to make significant contributions to the company.
Awards under the plan may be in the form of either qualified or nonqualified
stock options, restricted stock or other awards that are based on the value of
our common shares. The specific terms of each award made under the plan,
including how such award will vest, will be described in an individual award
agreement.

    ADMINISTRATION OF THE PLAN

    The plan is administered by the compensation committee of the board. The
committee has the discretion to determine who will receive awards under the plan
as well as the terms of each individual award. The committee also has the
discretion to interpret the terms of the plan and any corresponding award
agreement, to amend the plan, and generally take all other actions necessary to
administer the plan in our best interests. However, any power that may be
exercised by the committee under the plan may also be exercised by the board.

    OPTIONS AND RESTRICTED SHARES

    Stock options granted under the plan, upon vesting, will be exercisable for
our common shares. The vesting period will be set forth in the individual award
agreements. The exercise price per share will generally be the fair market value
of a share on the date the stock option is granted. At the time our employment
relationship with an officer or other employee terminates, such officer or
employee will have a limited period of time to exercise any vested stock options
he or she then holds. The period varies according to the reasons for the
termination of employment.

    An award of restricted shares represents an award of shares to an officer or
other employee that are subject to restrictions. The restrictions may be vesting
restrictions, similar to those imposed on stock options, or performance-based
restrictions. Until the restrictions lapse, the officer or employee holding an
award of restricted stock risks forfeiture of the grant and he or she cannot
transfer the shares subject to a restricted stock grant until the restrictions
lapse. To date, we have not issued any stock options or restricted shares under
the plan.

    STOCK APPRECIATION RIGHTS AND PHANTOM UNITS

    Our board has in the past approved awards of stock appreciation rights and
phantom units under the plan. These awards were granted to a few of our senior
executives. A stock appreciation right, upon vesting and exercise, entitles the
holder to a cash value equal in value to the difference between the fair value
of a share at the time the stock appreciation right was granted and the fair
value at the time it is exercised. A phantom unit, upon vesting, will entitle
the holder to receive a cash amount equal to the fair market value of a unit
within thirty days after the unit becomes vested.

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<PAGE>
    In May 2000, our board granted 199,207 phantom units and 569,060 stock
appreciation rights having a grant price of $18.87 per share. In May 2001, our
board granted 124,324 phantom units and 352,812 stock appreciation rights having
a grant price of $15.87 per share.

    According to the terms of the award agreements under which the stock
appreciation rights and phantom units were granted, at the time this offering
becomes effective the committee may elect to replace the stock appreciation
rights with stock options and convert the phantom units to restricted stock. In
the event that the committee makes this election, the committee must make such
equitable adjustments as it considers necessary so that the replacement or
conversion is neither detrimental nor advantageous to any holder of stock
appreciation rights or phantom units. In other words, after the replacement or
conversion, the holder will be in the same economic position as prior to the
replacement or conversion. In this regard, the committee may adjust the number
of stock options exchanged for each stock appreciation right, the applicable
exercise price, and the number of shares into which each phantom unit is
converted. Otherwise, the same terms applicable to the stock appreciation rights
and the phantom units will apply to the stock options and the restricted stock,
respectively. We intend to convert the stock appreciation rights and phantom
units that we have previously issued into stock options and restricted stock
awards at the time of this offering. We estimate that the outstanding awards as
of May 31, 2001 will convert into stock options exercisable for 921,872 common
shares and restricted stock representing 323,531 shares.

    The stock appreciation rights vest in equal portions of one-third beginning
on the first anniversary of the date of grant and continuing until the third
anniversary of the date of grant, if the holder continues to be employed on each
vesting date and, once vested, may be exercised by the holder until the tenth
anniversary of the date of grant. On the tenth anniversary of the date of grant,
any unexercised stock appreciation rights will expire. Upon the termination of
employment of a holder of one or more stock appreciation rights, his or her
rights with respect to any unexercised stock appreciation rights depend on the
reason for the termination. For example, if the holder is terminated for
misconduct, all of the holder's vested and unvested stock appreciation rights
will immediately become void. However, if the holder retires, dies or becomes
disabled, any unvested stock appreciation rights he or she holds vest at the
time of the holder's termination from employment and remain exercisable by the
holder for three years.

    The extent to which the phantom units vest depends upon the achievement of
certain performance goals as of the third anniversary of the date of grant. The
performance goals are based on the cumulative growth of our earnings per share
from continuing operations over the three-year vesting period, adjusted for
non-recurring items at the discretion of the compensation committee. If the
cumulative growth rate of our adjusted earnings per share from continuing
operations after three years is less than four percent, all of the phantom units
will lapse without vesting. If the average annual growth rate after three years
is four percent or more, between 50% to 150% of the phantom units will vest,
according to the performance level achieved, and any remaining unvested units
will lapse without vesting.

    Upon the termination of employment of a holder of phantom units prior to the
third anniversary of the date of grant, his or her rights with respect to such
phantom units depend on the reason for the termination. If the holder is
terminated for misconduct or the holder resigns for any reason, all the holder's
phantom units will become void on the termination date. If the employment of a
holder of phantom units terminates prior to the third anniversary date for any
other reason, on the third anniversary date such holder will become entitled to
receive a pro rata portion of any of his or her phantom units that vest on such
date, based on the period of time that the holder was employed while the award
was outstanding.

    We have reserved the right to adjust the number of phantom units subject to
each award so that any given award is increased or decreased by up to 20%. We
may also adjust the percentage thresholds of the performance goals if certain
extraordinary events occur.

    Each employee who receives a grant of phantom units and stock appreciation
rights will be required to agree not to inappropriately use or reveal any
confidential information about our company or business. In addition, each such
employee will be restricted from competing with us or soliciting any of our

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<PAGE>
employees or customers during the employee's employment with us and for one year
after the termination of such employment.

    NON-TRANSFERABILITY OF AWARDS; ADJUSTMENTS UPON MERGER OR CHANGE OF CONTROL

    Some restrictions apply to awards made under the plan. Awards are not
transferable by the officer or other employee except in very limited
circumstances and any shares received in connection with an award made under the
plan may be subject to trading restrictions. Also, the committee has the right
to modify the terms of the plan and any award granted thereunder in the event
that we engage in a merger transaction or any corporate reorganization process.

NON-EMPLOYEE DIRECTORS' EQUITY INCENTIVE PLAN

    In addition to the employee equity incentive plan we have adopted for our
employees, in order to align all of our directors' interests with those of our
shareholders and to appropriately incentivize our directors, we intend to adopt
a non-employee directors' equity incentive plan after the closing of this
offering. Under this plan, we intend to periodically award stock options to
members of the board who are not otherwise employees of Bunge or its
subsidiaries as part of their director's compensation. We anticipate that each
eligible non-employee director will receive approximately sixty percent of his
or her annual director's fees in cash and approximately forty percent in the
form of stock options. In addition, each non-employee director will receive an
award of stock options under the plan at the time he or she initially becomes a
member of the board. At the time the plan is adopted, the eligible non-employee
directors who are then serving on the board will also receive an initial grant
of stock options. We will grant only nonqualified stock options under our
non-employee directors' equity incentive plan and the exercise price per share
will be equal to the fair market value of a share at the time of grant. We
anticipate that less than one percent of our outstanding share capital will be
reserved for issuance under the non-employee directors' equity incentive plan.

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<PAGE>
                             PRINCIPAL SHAREHOLDERS

    All of our common shares are currently owned by Bunge International Limited,
a privately held company incorporated in Bermuda. Immediately prior to the
closing of this offering, Bunge International Limited will effect a series of
transactions that will result in the pro rata distribution of our common shares
to its current shareholders in a spin-off transaction. The following table sets
forth information regarding the beneficial ownership of our common shares as of
the date of this prospectus and after giving effect to the proposed spin-off of
our shares to the Bunge International Limited shareholders and the sale of the
common shares in this offering (assuming no exercise of the underwriters'
over-allotment option), by Bunge International Limited and each of the members
of our board of directors and executive officers. For purposes of the table
below, we deem stock appreciation rights and phantom units that, when converted
into options or restricted stock awards at the closing of this offering, will be
immediately exercisable or exercisable within 60 days of the date of this
prospectus to be outstanding and to be beneficially owned by the person holding
the options or awards.

    To our knowledge, as of the date of this prospectus and after giving effect
to the proposed distribution of our shares to the Bunge International Limited
shareholders, there will be no shareholders who beneficially own 5% or more of
our common shares. Except as otherwise indicated in the footnotes to this table,
we believe that the persons named in this table have sole voting and investment
power with respect to the common shares indicated. To our knowledge, as of
March 31, 2001, 7,312,527, or less than one percent, of Bunge International
Limited's common shares were held by six record holders in the United States.
Unless otherwise stated, the address for each shareholder is: c/o Bunge Limited,
50 Main Street, White Plains, New York 10606.

<TABLE>
<CAPTION>
                                          SHARES BENEFICIALLY                          SHARES BENEFICIALLY
                                                 OWNED                                        OWNED
                                           PRIOR TO OFFERING                             AFTER OFFERING
                                             AND SPIN-OFF                                 AND SPIN-OFF
                              -------------------------------------------   -----------------------------------------
NAME OF BENEFICIAL OWNER             NUMBER                 PERCENT               NUMBER                PERCENT
----------------------------  ---------------------   -------------------   -------------------   -------------------
<S>                           <C>                     <C>                   <C>                   <C>
Bunge International
  Limited...................             64,380,000          100%                 672,358                  *
Alberto Weisser(1)..........           --                      *                  50,453                   *
Jorge Born, Jr..............           --                      *                    --                     *
Ernest Bachrach.............           --                      *                    --                     *
Enrique Boilini.............           --                      *                    --                     *
Michael Bulkin..............           --                      *                    --                     *
Octavio Caraballo(2)........           --                      *                  346,309                  *
Francis Coppinger(3)........           --                      *                  913,861                 1%
Bernard de La Tour
  d'Auvergne
  Lauraguais(4).............           --                      *                  554,314                  *
William Engels..............           --                      *                    --                     *
Carlos Braun Saint..........           --                      *                    --                     *
Ludwig Schmitt-Rhaden.......           --                      *                    --                     *
William M. Wells(1).........           --                      *                   6,800                   *
Flavio Sa Carvalho(1).......           --                      *                  13,280                   *
Joao Fernando Kfouri........           --                      *                    --                     *
</TABLE>

------------------------

*   Less than 1%.

(1) Common share amounts represent vested stock appreciation rights that we
    intend to convert into stock options.

(2) Includes 340,625 common shares held directly and 5,684 common shares held by
    his wife, as to which he disclaims beneficial ownership.

(3) Includes 3,264 common shares held by his wife and 910,597 common shares held
    by a company owned by his wife. Mr. Coppinger shares voting and investment
    power with his wife over these securities.

(4) Includes 254,575 common shares held directly, 5 common shares held by his
    wife, as to which he disclaims beneficial ownership, and 299,734 common
    shares over which Mr. de La Tour d'Auvergne Lauraguais receives the economic
    benefits of ownership but has no voting or investing power.

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<PAGE>
                           RELATED PARTY TRANSACTIONS

FINANCING TRANSACTIONS AND CAPITAL CONTRIBUTIONS

    We have, from time to time, entered into financing arrangements with Bunge
International Limited, our sole shareholder prior to this offering, and other
affiliates, both as borrower and lender. These loans bear interest at various
rates generally based on LIBOR plus a spread and are payable on demand. The
amount of the largest individual transaction since 1998 was $114 million,
consisting of a 10% bond issued to us by a subsidiary of Bunge International
Limited. The largest aggregate amount outstanding during this period was
$374 million. We believe that each of these transactions was made on terms at
least as favorable to us as would have been obtained with unaffiliated third
parties. As of December 31, 2000, no related party loans were outstanding.

    Bunge International Limited has also guaranteed some of our subsidiaries'
intercompany debt. As of March 31, 2001, none of these guarantees were
outstanding. We have also provided guarantees for the payment of long-term loans
by our joint ventures. As of March 31, 2001, our obligations under these
guarantees totaled approximately $26 million.

    In 2000, Bunge International Limited contributed $126 million of capital to
us in the form of a long-term secured note. During the first three months of
2001, Bunge International repaid $16 million of the principal amount of this
note to us. Bunge International Limited also made capital contributions to us of
$93 million in 1999 and $39 million in 1998.

CORPORATE AND ADMINISTRATIVE SERVICES

    Prior to this offering, Bunge International Limited allocated some general
corporate overhead costs to us. The corporate overhead costs allocated to us
were $22 million, $25 million and $20 million in 2000, 1999 and 1998,
respectively. We believe that the allocation of these costs to us were not
materially different from the actual expenses we would have incurred as a
stand-alone entity.

    We have entered into an administrative services agreement with Bunge
International Limited under which we will provide corporate and administrative
services to Bunge International Limited, including financial, legal, tax,
accounting, human resources administration, insurance, employee benefits plans
administration, corporate communication and management information system
services beginning July 1, 2001. The agreement has a quarterly term that is
automatically renewable unless terminated by either party. Bunge International
will pay us for the services rendered on a quarterly basis based on our direct
and indirect costs of providing the services.

PRODUCT SALES

    We sell soybean meal and fertilizer products at market prices to Seara
Alimentos S.A., a subsidiary of Bunge International Limited engaged in meat and
poultry production. The amounts of these sales were $6 million in the three
months ended March 31, 2001, $20 million in 2000, $4 million in 1999 and
$4 million in 1998.

                                       84
<PAGE>
                          DESCRIPTION OF SHARE CAPITAL

    THE FOLLOWING DESCRIPTION OF OUR SHARE CAPITAL SUMMARIZES CERTAIN PROVISIONS
OF OUR MEMORANDUM OF ASSOCIATION AND OUR BYE-LAWS THAT WILL BECOME EFFECTIVE AS
OF THE CLOSING OF THIS OFFERING. SUCH SUMMARIES DO NOT PURPORT TO BE COMPLETE
AND ARE SUBJECT TO, AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO, ALL OF
THE PROVISIONS OF OUR MEMORANDUM OF ASSOCIATION AND BYE-LAWS, COPIES OF WHICH
HAVE BEEN FILED AS EXHIBITS TO THE REGISTRATION STATEMENT OF WHICH THIS
PROSPECTUS FORMS A PART. PROSPECTIVE INVESTORS ARE URGED TO READ THE EXHIBITS
FOR A COMPLETE UNDERSTANDING OF OUR MEMORANDUM OF ASSOCIATION AND BYE-LAWS.

GENERAL

    We are a limited liability company incorporated under the laws of Bermuda.
We are registered with the Registrar of Companies in Bermuda under registration
number 20791. We were incorporated on May 18, 1995 under the name Bunge
Agribusiness Limited, and our name was changed to Bunge Limited on February 5,
1999. Our registered office is located at 2 Church Street, Hamilton, Bermuda.

    The objects of our business were amended on April 6, 2001 and are set out in
paragraph 6 of our memorandum of association. Our objects include:

    - to carry on the business of the production, development, processing,
      manufacturing, purchasing, handling, selling and trading of, and otherwise
      dealing in, all types of agricultural produce and commodities and their
      derivatives and all types of animals and animal products and their
      derivatives and all types of branded food products;

    - to carry on the business of seed crushing, oil extraction by crushing and
      any other processes and milling;

    - to carry on the business of mining and quarrying of fertilizer raw
      materials and the production, development, processing, manufacturing,
      purchasing, handling, selling and trading of, and otherwise dealing in,
      fertilizers of every description;

    - to carry on the business of logistics and transportation services;

    - to do any of the foregoing by electronic means, including over the
      Internet;

    - to act and perform all of the functions of a holding company;

    - to acquire and own securities and other property with a view to
      investment;

    - to provide financing and financial services and to make financial
      accommodation and to advance and lend money or other property to any
      entity in our group; and

    - other financing and general objects.

    In July 2001, our sole shareholder approved certain amendments to our
bye-laws. The following description reflects those amendments.

    Since 1998, other than increasing our authorized share capital, effecting a
share exchange with our sole shareholder to reduce the par value of our common
shares, authorizing a 52.65-to-1 share dividend in respect of our contributed
surplus, and authorizing the creation of preference shares in connection with
this offering, there have been no material changes to our share capital. There
have been no bankruptcy, receivership or similar proceedings with respect to us
or our subsidiaries.

    There have been no public takeover offers by third parties for our shares
nor have we made any public takeover offers for the shares of another company
during the last or current financial years, except as described under
"Business--Recent Acquisitions and Divestitures."

                                       85
<PAGE>
SHARE CAPITAL

    Immediately following the completion of this offering, our authorized share
capital will consist of 240,000,000 common shares, par value $.01 per share,
240,000 Series A Preference Shares, par value $.01 per share, and 9,760,000
undesignated preference shares, par value $.01 per share. Upon completion of
this offering, there will be 81,980,000 common shares issued and outstanding,
excluding stock appreciation rights and phantom units outstanding as of
June 30, 2001 that we intend to convert into stock options and restricted stock
awards representing an estimated 1,245,403 common shares at the closing of this
offering. As of June 30, 2001, no preference shares were issued and outstanding.
All of our issued and outstanding common shares prior to completion of this
offering are and will be fully paid, and all of our shares to be issued in this
offering will be issued fully paid.

    Pursuant to our bye-laws, and subject to the requirements of any stock
exchange on which our shares are listed, our board of directors is authorized to
issue any of our authorized but unissued shares. Any issuance, however, of
common shares or securities convertible into common shares in excess of 20% of
the voting power or number of the common shares outstanding before such issuance
requires shareholder approval. There are no limitations on the right of
non-Bermudians or non-residents of Bermuda to hold or vote our shares.

COMMON SHARES

    Holders of common shares have no pre-emptive, redemption, conversion or
sinking fund rights. Holders of common shares are entitled to one vote per share
on all matters submitted to a vote of holders of common shares. Unless a
different majority is required by law or by our bye-laws, resolutions to be
approved by holders of common shares require approval by a simple majority of
votes cast at a meeting at which a quorum is present.

    In the event of our liquidation, dissolution or winding-up, the holders of
common shares are entitled to share equally and ratably in our assets, if any,
remaining after the payment of all of our debts and liabilities, subject to any
liquidation preference on any outstanding preference shares.

PREFERENCE SHARES

    Pursuant to Bermuda law and our bye-laws, our board of directors by
resolution may establish one or more series of preference shares having such
number of shares, designations, dividend rates, relative voting rights,
conversion or exchange rights, redemption rights, liquidation rights and other
relative participation, optional or other special rights, qualifications,
limitations or restrictions as may be fixed by the board without any further
shareholder approval. Such rights, preferences, powers and limitations as may be
established could also have the effect of discouraging an attempt to obtain
control of us. See "Shareholder Rights Plan" below.

    Our board of directors has designated 240,000 preference shares as Series A
Preference Shares, par value $.01 per share. Other than the issuance of the
Series A Preference Shares authorized by the board in connection with our
shareholder rights plan, we have no present plans to issue any preference
shares. The terms of the Series A Preference Shares are summarized below under
"--Shareholder Rights Plan."

DIVIDEND RIGHTS

    Under Bermuda law, a company's board of directors may declare and pay
dividends from time to time unless there are reasonable grounds for believing
that the company is or would, after the payment, be unable to pay its
liabilities as they become due or that the realizable value of its assets would
thereby be less than the aggregate of its liabilities and issued share capital
and share premium accounts. Under our bye-laws, each common share is entitled to
dividends if, as and when dividends are declared by our board of directors,
subject to any preferred dividend right of the holders of any preference shares.
There are no

                                       86
<PAGE>
restrictions on our ability to transfer funds (other than funds denominated in
Bermuda dollars) in or out of Bermuda or to pay dividends to U.S. residents who
are holders of our common shares.

    Any cash dividends payable to holders of our common shares quoted on the New
York Stock Exchange will be paid to Mellon Investor Services L.L.C., our
transfer agent in the United States for disbursement to those holders.

VARIATION OF RIGHTS

    If at any time we have more than one class of shares, the rights attaching
to any class, unless otherwise provided for by the terms of issue of the
relevant class, may be varied either: (1) with the consent in writing of the
holders of 75% of the issued shares of that class; or (2) with the sanction of a
majority of the votes cast at a general meeting of the relevant class of
shareholders at which a quorum shall be two or more persons holding or
representing by proxy one-third of the issued shares of the class. Our bye-laws
specify that the creation or issue of shares ranking equally with existing
shares will not, unless expressly provided by the terms of issue of those
shares, vary the rights attached to existing shares.

TRANSFER OF SHARES

    Our board of directors may in its absolute discretion and without assigning
any reason refuse to register the transfer of a share that it is not fully paid.
Our board of directors may also refuse to recognize an instrument of transfer of
a share unless it is accompanied by the relevant share certificate and such
other evidence of the transferor's right to make the transfer as our board of
directors shall reasonably require. Subject to these restrictions, a holder of
common shares may transfer the title to all or any of his common shares by
completing a form of transfer in the form set out in our bye-laws (or as near
thereto as circumstances admit) or in such other common form as the board may
accept. The instrument of transfer must be signed by the transferor and
transferee, although in the case of a fully paid share, our board of directors
may accept the instrument signed only by the transferor. The board may also
accept mechanically executed transfers.

MEETINGS OF SHAREHOLDERS

    Under Bermuda law, a company is required to convene at least one general
meeting of shareholders each calendar year. Bermuda law provides that a special
general meeting of shareholders may be called by the board of directors of a
company and must be called upon the request of shareholders holding not less
than 10% of the paid-up capital of the company carrying the right to vote.
Bermuda law also requires that shareholders be given at least five days' advance
notice of a general meeting, but the accidental omission to give notice to any
person does not invalidate the proceedings at a meeting. Our bye-laws provide
that either the chairman or our board of directors may convene an annual general
meeting or a special general meeting. Under our bye-laws, at least 21 days'
notice of an annual general meeting or a special general meeting must be given
to each shareholder entitled to vote at such meeting. This notice requirement is
subject to the ability to hold such meetings on shorter notice if such notice is
agreed: (i) in the case of an annual general meeting, by all of the shareholders
entitled to attend and vote at such meeting; or (ii) in the case of a special
general meeting, by a majority in number of the shareholders entitled to attend
and vote at the meeting holding not less than 95% of the shares entitled to vote
at such meeting. The quorum required for a general meeting of shareholders is
two or more persons present in person at the start of the meeting and
representing in person or by proxy in excess of 50% of the paid-up voting share
capital.

ACCESS TO BOOKS AND RECORDS AND DISSEMINATION OF INFORMATION

    Members of the general public have the right to inspect the public documents
of a company available at the office of the Registrar of Companies in Bermuda.
These documents include the company's memorandum of association, including its
objects and powers, and any alteration to its memorandum of association. The
shareholders have the additional right to inspect the bye-laws of the company,
minutes of

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general meetings and the company's audited financial statements, which must be
presented at the annual general meeting. The register of shareholders of a
company is also open to inspection by shareholders without charge and by members
of the general public on the payment of a fee. The register of shareholders is
required to be open for inspection for not less than two hours in any business
day (subject to the ability of a company to close the register of shareholders
for not more than thirty days in a year). A company is required to maintain its
share register in Bermuda but may, subject to the provisions of the Companies
Act 1981, establish a branch register outside Bermuda. A company is required to
keep at its registered office a register of directors and officers that is open
for inspection for not less than two hours in any business day by members of the
public without charge. Bermuda law does not, however, provide a general right
for shareholders to inspect or obtain copies of any other corporate records.

ELECTION AND REMOVAL OF DIRECTORS

    Our bye-laws provide that our board shall consist of between five and eleven
directors or such greater number as the board and the shareholders may
determine. Our board of directors will initially consist of eleven directors.
The lesser of one-third or two of our directors may be employed by us or by any
other entity in our group. Our board 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, but the terms are staggered so that the term of only
one class of directors expires at each annual general meeting. There is also no
requirement in our bye-laws or Bermuda law that our directors must retire at a
certain age.

    Any shareholder wishing to propose for election as a director a person who
is not an existing director or is not proposed by our board must give notice to
the company of the intention to propose that person for election. The notice
must be given not later than 90 days before the first anniversary of the last
annual general meeting, or ten days after the notice of the general meeting at
which the directors will be elected, whichever is earlier.

    A director may be removed for cause by a majority of shareholder votes cast
at a meeting at which a quorum is present, provided notice is given to the
director of the shareholders' meeting convened to remove the director. A
director may be removed without cause upon the affirmative vote of at least 66%
of all votes attaching to all shares then in issue entitling the holder to
attend and vote on the resolution, provided notice is given to the director of
the shareholders' meeting convened to remove the director. The notice must
contain a statement of the intention to remove the director and a summary of the
facts justifying the removal and must be served on the director not less than
fourteen days before the meeting. The director is entitled to attend the meeting
and be heard on the motion for his removal.

    Our board of directors can fill any vacancy occurring as a result of the
removal, resignation, insolvency, death or incapacity of a director.

PROCEEDINGS OF BOARD OF DIRECTORS

    Our bye-laws provide that our business is to be managed and conducted by our
board of directors. Bermuda law requires that our directors be individuals, but
there is no requirement in our bye-laws or Bermuda law that directors hold any
of our shares.

    The remuneration of our directors is determined by our board of directors,
and there is no requirement that a specified number or percentage of
"independent" directors must approve any such determination. Our directors may
also be paid all travel, hotel and other expenses properly incurred by them in
connection with our business or their duties as directors.

    Provided a director discloses a direct or indirect interest in any contract
or arrangement with us as required by Bermuda law, such director is entitled to
vote in respect of any such contract or arrangement in which he or she is
interested unless he or she is disqualified from voting by the chairman of the
relevant board meeting. Under Bermuda law, a director (including the spouse or
children of the director or any company of which such director, spouse or
children own or control more than 20% of the capital or loan

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debt) cannot borrow from us, (except loans made to directors who are bona fide
employees or former employees pursuant to an employees' share scheme) unless
shareholders holding 90% of the total voting rights have consented to the loan.

WAIVER OF CLAIMS BY SHAREHOLDERS; INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Our bye-laws contain a provision by virtue of which our shareholders waive
any claim or right of action that they have, both individually and on our
behalf, against any director or officer in relation to any action or failure to
take action by such director or officer, except in respect of any fraud or
dishonesty of such director or officer. We have been advised by the SEC that in
the opinion of the SEC, the operation of this provision as a waiver of the right
to sue for violations of federal securities laws would likely be unenforceable
in U.S. courts. Our bye-laws also indemnify our directors and officers in
respect of their actions and omissions, except in respect of their fraud or
dishonesty.

MERGER, AMALGAMATIONS AND BUSINESS COMBINATIONS

    The merger or amalgamation of a Bermuda company with another company or
corporation (other than certain affiliated companies) requires the merger or
amalgamation agreement to be approved by the company's board of directors and by
its shareholders. Such shareholder approval, unless the bye-laws otherwise
provide, requires 75% of the shareholders voting at such meeting in respect of
which the quorum shall be two persons holding or representing at least one-third
of the issued shares of the company. Our bye-laws provide that a merger or
amalgamation (other than with a wholly-owned subsidiary) that has been approved
by our board must only be approved by a majority of the votes cast at a general
meeting of our shareholders at which the quorum shall be two or more persons
representing more than one-half of the paid-up share capital carrying the right
to vote. Any merger or amalgamation or other business combination (as defined in
our bye-laws) not approved by our board must be approved by the holders of not
less than 66% of all votes attaching to all shares then in issue entitling the
holder to attend and vote on the resolution.

AMENDMENT OF MEMORANDUM OF ASSOCIATION AND BYE-LAWS

    Bermuda law provides that the memorandum of association of a company may be
amended by a resolution passed at a general meeting of shareholders of which due
notice has been given. An amendment to the memorandum of association that alters
the company's business objects may require the approval of the Bermuda Minister
of Finance, who may grant or withhold approval at his or her discretion. Our
bye-laws provide that no bye-law shall be rescinded, altered or amended, and no
new bye-law shall be made, unless it shall have been approved by a resolution of
our board of directors and by a resolution of the shareholders. In the case of
the bye-laws relating to election of directors, approval of business
combinations and amendment of bye-law provisions, the required resolutions must
include the affirmative vote of at least 66% of our directors then in office and
of at least 66% percent of all votes attaching to all shares then in issue
entitling the holder to attend and vote on the resolution, and, in the case of
the bye-law relating to the removal of directors, the requisite affirmative
votes are a simple majority of the directors then in office and at least 66% of
all votes attaching to all shares then in issue entitling the holder to attend
and vote on the resolution, and in the case of the bye-laws relating to the
issuance of unissued shares or other securities or instruments, the requisite
affirmative votes are a simple majority of the directors then in office and at
least 66% of the shares voting.

    Under Bermuda law, the holders of an aggregate of not less than 20% in par
value of any class of the company's share capital have the right to apply to the
Bermuda courts for an annulment of any amendment of the memorandum of
association adopted by shareholders at any general meeting, other than an
amendment which alters or reduces a company's share capital as provided in the
Companies Act 1981. Where such an application is made, the amendment becomes
effective only to the extent that it is confirmed by the Bermuda court. An
application for an annulment of an amendment of the memorandum of association
must be made within twenty-one days after the date on which the resolution
altering the

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company's memorandum of association is passed and may be made on behalf of
persons entitled to make the application by one or more of their number as they
may appoint in writing for the purpose. No application may be made by
shareholders voting in favor of the amendment.

APPRAISAL RIGHTS AND SHAREHOLDER SUITS

    Under Bermuda law, in the event of an amalgamation of a Bermuda company with
another company or corporation, a shareholder of the Bermuda company who is not
satisfied that fair value has been offered for such shareholder's shares may
apply to a Bermuda court within one month of notice of the shareholders meeting
to appraise the fair value of those shares.

    Class actions and derivative actions are generally not available to
shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be
expected to permit a shareholder to commence an action in the name of a company
to remedy a wrong to the company where the act complained of is alleged to be
beyond the corporate power of the company or is illegal or would result in the
violation of the company's memorandum of association or bye-laws. Furthermore,
consideration would be given by a Bermuda court to acts that are alleged to
constitute a fraud against the minority shareholders or, for instance, where an
act requires the approval of a greater percentage of the company's shareholders
than that which actually approved it.

    When the affairs of a company are being conducted in a manner which is
oppressive or prejudicial to the interests of some part of the shareholders, one
or more shareholders may apply to a Bermuda court, which may make such order as
it sees fit, including an order regulating the conduct of the company's affairs
in the future or ordering the purchase of the shares of any shareholders by
other shareholders or by the company.

CAPITALIZATION OF PROFITS AND RESERVES

    Pursuant to our bye-laws, our board of directors may capitalize any part of
the amount of our share premium or other reserve accounts or any amount credited
to our profit and loss account or otherwise available for distribution by
either: (1) by applying such sum in paying up unissued shares to be allotted as
fully paid bonus shares pro-rata (except in connection with the conversion of
shares) to the shareholders; or (2) paying up in full partly paid shares of
those shareholders who would have been entitled to such sums if they were
distributed by way of dividend or distribution.

REGISTRAR OR TRANSFER AGENT

    A register of holders of the common shares will be maintained by Codan
Services Limited in Bermuda, and a branch register will be maintained in the
United States by Mellon Investor Services L.L.C., who will serve as branch
registrar and transfer agent.

UNTRACED SHAREHOLDERS

    Our bye-laws provide that our board of directors may forfeit any dividend or
other monies payable in respect of any shares which remain unclaimed for twelve
years from the date when such monies became due for payment. In addition, we are
entitled to cease sending dividend warrants and checks by post or otherwise to a
shareholder if such instruments have been returned undelivered to, or left
uncashed by, such shareholder on at least two consecutive occasions or,
following one such occasion, reasonable inquires have failed to establish the
shareholder's new address. This entitlement ceases if the shareholder claims a
dividend or cashes a dividend check or a warrant.

CERTAIN PROVISIONS OF BERMUDA LAW

    We have been designated by the Bermuda Monetary Authority as a non-resident
for Bermuda exchange control purposes. This designation allows us to engage in
transactions in currencies other than

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the Bermuda dollar, and there are no restrictions on our ability to transfer
funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or
to pay dividends to United States residents who are holders of our common
shares.

    The Bermuda Monetary Authority has given its consent for the issue and free
transferability of all of the common shares that are the subject of this
offering to and between non-residents of Bermuda for exchange control purposes,
provided our shares remain listed on an appointed stock exchange, which includes
the New York Stock Exchange. Approvals or permissions given by the Bermuda
Monetary Authority do not constitute a guarantee by the Bermuda Monetary
Authority as to our performance or our creditworthiness. Accordingly, in giving
such consent or permissions, the Bermuda Monetary Authority shall not be liable
for the financial soundness, performance or default of our business or for the
correctness of any opinions or statements expressed in this prospectus. Certain
issues and transfers of common shares involving persons deemed resident in
Bermuda for exchange control purposes require the specific consent of the
Bermuda Monetary Authority.

    In accordance with Bermuda law, share certificates are only issued in the
names of companies, partnerships or individuals. In the case of a shareholder
acting in a special capacity (for example as a trustee), certificates may, at
the request of the shareholder, record the capacity in which the shareholder is
acting. Notwithstanding such recording of any special capacity, we are not bound
to investigate or see to the execution of any such trust. We will take no notice
of any trust applicable to any of our shares, whether or not we have been
notified of such trust.

SHAREHOLDER RIGHTS PLAN

    Our board is planning to adopt a shareholder rights plan prior to the
closing of this offering. Under the rights plan, one right will be issued and
will attach to each outstanding common share. Each right will entitle the
holder, in circumstances described below, to purchase from our company a unit
consisting of one one-thousandth of a Series A Preference Share at an exercise
price of $29.02 per right, subject to adjustment in certain events.

    Initially, the rights will be attached to all outstanding common shares and
will be transferred only with these shares. The rights will become exercisable
and separately certificated only upon the distribution date, which will occur
upon the earlier of the following:

    - ten days after the date of a public announcement that a person or group of
      affiliated or associated persons (other than the company, any subsidiary
      of the company or any employee benefit plan of the company or such
      subsidiary) has acquired, obtained the right to acquire or otherwise
      obtained beneficial ownership of 20% or more of our outstanding common
      shares; and

    - ten business days (or such later date as may be determined by action of
      our board of directors prior to any person or group of affiliated or
      associated persons acquiring, obtaining the right to acquire or otherwise
      obtaining beneficial ownership of 20% or more of our outstanding common
      shares) after the commencement or announcement of an intention to commence
      a tender offer or exchange offer, the consummation of which would result
      in a person or group of affiliated or associated persons acquiring,
      obtaining the right to acquire or otherwise obtaining beneficial ownership
      of 20% or more of our outstanding common shares.

    As soon as practicable after the distribution date, separate certificates
will be mailed to holders of record of common shares as of the close of business
on the distribution date. From and after the distribution date, the separate
certificates alone will represent the rights. Prior to the distribution date,
all common shares issued, including the shares to be issued by us in this
offering, will be issued with rights. After the distribution date, any common
shares issued will be issued without rights.

    The rights will expire in July 2004 unless earlier redeemed or exchanged by
us as described below. The final expiration date under the rights agreement can
also be extended by the affirmative vote of at least 66% of the shares voting to
do so.

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    In the event that:

    - we are the surviving or continuing company in a merger or amalgamation
      with a person or group of affiliated or associated persons that has
      acquired, obtained the right to acquire or otherwise obtained beneficial
      ownership of 20% or more of our outstanding common shares and our common
      shares remain outstanding after the completion of the merger or
      amalgamation, or

    - any person or group of affiliated or associated persons acquires, obtains
      the right to acquire or otherwise obtains beneficial ownership of 20% or
      more of our outstanding common shares, or

    - a person or group of affiliated or associated persons that has acquired,
      obtained the right to acquire or otherwise obtained beneficial ownership
      of 20% or more of our outstanding common shares engages in one or more
      "self-dealing" transactions as set forth in the rights plan, or

    - during such time as there is a person or group of affiliated or associated
      persons that has acquired, obtained the right to acquire or otherwise
      obtained beneficial ownership of 20% or more of our outstanding common
      shares, an event occurs which results in the acquiring person's or group's
      ownership interest being increased by more than 1% (e.g., a reverse stock
      split),

then, each holder of a right will have the right to receive, upon exercise,
Series A Preference Shares (or, in certain circumstances, cash, property or
other securities of our company) having a value equal to two times the exercise
price of the right; provided that following the occurrence of any of the events
set forth above in this paragraph, all rights that are beneficially owned by the
person or group of affiliated or associated persons that has acquired, obtained
the right to acquire or otherwise obtained beneficial ownership of 20% or more
of our outstanding common shares will be null and void.

    In the event that, at any time following the tenth day after a person or
group of affiliated or associated persons has acquired, obtained the right to
acquire or otherwise obtained beneficial ownership of 20% of our outstanding
common shares:

    - we are acquired in a merger or amalgamation or other business combination
      transaction and we are not the surviving or continuing company (other than
      a merger or amalgamation described in the immediately preceding
      paragraph),

    - any person consolidates, amalgamates or merges with us and all or part of
      our common shares are converted or exchanged for securities, cash or
      property of any other person, or

    - 50% or more of our assets or earning power is sold or transferred,

then, each holder of a right shall have the right to receive, upon exercise,
common stock of the ultimate parent of the acquiring person having a value equal
to two times the exercise price of the right; provided that following the
occurrence of any of the events set forth above in this paragraph, all rights
that are beneficially owned by the person or group of affiliated or associated
persons that has acquired, obtained the right to acquire or otherwise obtained
beneficial ownership of 20% or more of our outstanding common shares will be
null and void.

    The purchase price payable, and the number of Series A Preference Shares,
common shares or other securities issuable upon exercise of the rights are
subject to adjustment from time to time to prevent dilution (a) in the event of
a bonus issue on, or a subdivision, consolidation or reclassification of, the
Series A Preference Shares, (b) upon the grant to holders of the Series A
Preference Shares of some rights or warrants to subscribe for or purchase
Series A Preference Shares at a price, or securities convertible into Series A
Preference Shares with a conversion price, less than the then current market
price of the Series A Preference Shares or (c) upon the distribution to the
holders of the Series A Preference Shares of evidences of indebtedness, cash or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).

    With certain exceptions, no adjustment in the purchase price will be
required until cumulative adjustments amount to at least 1% of the purchase
price. The company is not required to issue fractions of

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the units of one one-thousandth of a Series A Preference Share. In lieu of
fractional units, an adjustment in cash may be made based on the market price of
the Series A Preference Shares prior to the date of exercise.

    The number of outstanding rights and the number of units of one
one-thousandths of a Series A Preference Share issuable upon exercise of each
right are also subject to adjustment in the event of a subdivision of the common
shares or a bonus issue of common shares or some other adjustments to the common
shares which occur prior to the distribution date.

    Any Series A Preference Shares purchased upon the exercise of the rights
will not be redeemable and will be subordinate to any other preference shares
that may be issued by the company. Each Series A Preference Share will be
entitled to a minimum preferential quarterly dividend payment, or, if greater,
an aggregate dividend per share of 1,000 times the dividend declared in respect
of a common share. In the event of liquidation, the holders of Series A
Preference Shares will be entitled to a minimum preferential liquidation
payment, or, if greater, 1,000 times the per share amount paid in respect of a
common share. Each Series A Preference Share will have 1,000 votes, subject to
adjustment, and will generally vote together with holders of common shares as a
single class. Finally, in the event of any merger, amalgamation, consolidation
or other transaction in which common shares are exchanged, each Series A
Preference Share will be entitled to receive 1,000 times the amount paid in
respect of a common share. These rights are protected by antidilution
provisions.

    At any time prior to the earlier to occur of (a) the distribution date or
(b) the expiration of the rights, and under some other circumstances, our board
may redeem the rights in whole, but not in part, for nominal consideration
payable, at the option of our board of directors, in cash or common shares,
which redemption will be effective on an action of our board of directors. Our
board of directors, at its option, may exchange each right for (a) one
one-thousandth of a Series A Preference Share or (b) such number of units of one
one-thousandth of a Series A Preference Share as will equal the spread between
the market price of each such unit to be issued and the purchase price of such
unit.

    All of the provisions of the rights agreement may be amended by our board of
directors prior to the distribution date except that any reduction of the 20%
thresholds described above or any extension of the final expiration date under
the rights agreement requires the affirmative vote of at least 66% of the shares
voting on a resolution to do so. After the distribution date, the provisions of
the rights agreement may be amended by our board in order to cure any ambiguity,
defect or inconsistency, to make changes which do not adversely affect the
interests of holders of rights or, subject to some limitations, to shorten or
lengthen any time period under the rights agreement. Until a right is exercised,
the holder will have no rights as a shareholder, including, without limitation,
the right to vote or to receive dividends.

    The rights will have certain anti-takeover effects. The rights will cause
substantial dilution to any person or group that attempts to acquire our company
without the approval or our board. As a result, the overall effect of the rights
may be to render more difficult or discourage any attempt to acquire our
company, even if such acquisition may be in the interest of our shareholders.
Because our board can redeem the rights, the rights will not interfere with a
merger, amalgamation or other business combination approved by our board. Under
our bye-laws, our board may not adopt any other shareholder rights plan or
similar device or agreement without the affirmative vote of at least 66% of the
shares voting on a resolution.

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                        SHARES ELIGIBLE FOR FUTURE SALE

    After this offering, we will have 81,980,000 common shares outstanding,
assuming no exercise of the underwriters' over-allotment option and excluding
4,099,000 common shares reserved for issuance under our employee equity
incentive plan. All of the common shares sold in this offering will be freely
tradeable under the Securities Act, unless held by our "affiliates," as that
term is defined by the SEC. In addition, all of the remaining common shares that
will be held by the current shareholders of Bunge International Limited
immediately after this offering who are not our affiliates will be freely
tradeable under the Securities Act upon the expiration of the lock-up agreements
described below.

    Shares that are owned by our affiliates may be sold in the public market
subject to the restrictions of Rule 144 under the Securities Act. To our
knowledge, approximately 2,181,419 of our common shares will be beneficially
owned by our directors, executive officers and other affiliates after this
offering. In general, Rule 144 as currently in effect permits an affiliate who
beneficially owns our common shares to sell in any three-month period a number
of common shares that does not exceed the greater of:

    - 1% of the number of common shares then outstanding, or approximately
      819,800 common shares immediately after this offering, or

    - the average weekly trading volume of the common shares on the New York
      Stock Exchange during the four calendar weeks immediately preceding the
      date on which such sale is made.

    Sales under Rule 144 are subject to certain requirements relating to manner
of sale, notice and availability of current public information about us.

    We and our directors and executive officers and shareholders of Bunge
International Limited have agreed with the underwriters pursuant to lock-up
agreements that, subject to limited exceptions described in "Underwriters," for
a period of 180 days after the date of this prospectus, we and they will not
directly or indirectly, offer, pledge, sell, contract to sell, sell any option
or contract to purchase or otherwise dispose of any common shares or any
securities convertible into or exercisable or exchangeable for common shares, or
in any manner transfer all or a portion of the economic consequences associated
with the ownership of the common shares, or cause a registration statement
covering any common shares to be filed, without the prior written consent of
Morgan Stanley & Co. Incorporated. After the expiration of the lock-up
agreements, these shares will be freely eligible for sale in the public market
as described above. The underwriters do not have any intention or arrangement at
the present time to release any of the common shares subject to lock-up
agreements prior to the expiration of the lock-up period.

    We have granted to the current shareholders of Bunge International Limited
demand and piggyback registration rights under a registration rights agreement.
The demand registration rights provide the holders with the right, subject to
some conditions and limitations, to request that we effect a registration of all
or a portion of their shares on up to three occasions over a three-year period
beginning 180 days after the date of this prospectus. The piggyback registration
rights provide the holders with the right, subject to some conditions and
limitations, to include common shares owned by them in any registration of
common shares made by us for our own account or the account of other
shareholders over a five-year period beginning 180 days after the date of this
prospectus.

    We intend to file registration statements on Form S-8 covering the sale of
the common shares issued under our employee equity incentive plan and, when
adopted, our non-employee directors' equity incentive plan. Accordingly, common
shares registered under those registrations will be available for sale in the
public market upon issuance of common shares pursuant to those plans, unless
those shares are subject to vesting restrictions or subject to limitation on
resale by "affiliates" pursuant to Rule 144 and under the lock-up agreements
described above.

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                                    TAXATION

BERMUDA TAX CONSEQUENCES

    The following discussion is the opinion of Conyers Dill & Pearman, our
special Bermuda tax counsel. At the present time, there is no Bermuda income or
profits tax, withholding tax, capital gains tax, capital transfer tax, estate
duty or inheritance tax payable by us or by our shareholders in respect of our
shares. We have obtained an assurance from the Minister of Finance of Bermuda
under the Exempted Undertakings Tax Protection Act 1966 that, in the event that
any legislation is enacted in Bermuda imposing any tax computed on profits or
income, or computed on any capital asset, gain or appreciation or any tax in the
nature of estate duty or inheritance tax, such tax shall not until March 28,
2016, be applicable to us or to any of our operations or to our shares or other
obligations except insofar as such tax applies to persons ordinarily resident in
Bermuda or to any taxes payable by us in respect of real property or leasehold
interests in Bermuda held by us.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

    The following discussion, except for the specific discussion regarding
Bunge's possible U.S. federal income tax characterization as a PFIC under the
caption "--Passive Foreign Investment Company Status," is the opinion of
Shearman & Sterling, our special federal tax counsel, as to the material U.S.
federal income tax consequences of the acquisition, ownership and disposition of
our shares that may be relevant to you if you are a U.S. holder (as defined
below). For purposes of this discussion, a U.S. holder is a beneficial owner of
our shares that, for U.S. federal income tax purposes is (i) a U.S. citizen or
resident alien individual, (ii) a corporation or other entity taxed as a
corporation for U.S. federal income tax purposes, organized in or under the laws
of the United States or any political subdivision thereof, (iii) an estate the
income of which is subject to U.S. federal income tax regardless of its source,
or (iv) a trust if a court within the U.S. is able to exercise primary
supervision over its administration, and one or more U.S. persons have the
authority to control all of its substantial decisions.

    This discussion does not address all of the U.S. federal income tax
consequences that may be relevant to you in light of your particular
circumstances, and does not discuss any aspect of state, local or non-U.S. tax
law. Moreover, this discussion deals only with our shares that you will hold as
capital assets (generally, property held for investment), and it does not apply
if you are subject to special tax rules, such as banks, insurance companies,
securities dealers, partnerships or other entities classified as partnerships
for U.S. federal income tax purposes, tax-exempt organizations, persons that
hold our shares as part of an integrated investment (including a straddle),
persons owning, directly, indirectly or constructively, 10% or more of our
voting stock and persons whose "functional currency" is not the U.S. dollar.
This discussion is based on provisions of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations promulgated thereunder, and
administrative and judicial interpretations thereof, all as now in effect, and
all of which are subject to change, possibly with retroactive effect, and to
different interpretations. If you are considering buying our shares, we urge you
to consult your own tax advisor as to the tax consequences relevant to the
ownership of our shares in light of your particular circumstances, including the
effect of any state, local or non-U.S. laws.

    DISTRIBUTIONS

    A distribution of cash or property received by you in respect of our shares
generally will be considered a taxable dividend to the extent paid out of our
current or accumulated earnings and profits (as determined for U.S. federal
income tax purposes). In the event that a distribution by us exceeds the amount
of such current and accumulated earnings and profits, the excess will be treated
first as a nontaxable return of capital to the extent of your tax basis in our
shares, and thereafter as capital gain.

    The gross amount of any taxable dividend will be subject to U.S. federal
income tax as ordinary dividend income and will not be eligible for the
corporate dividends-received deduction. For foreign tax

                                       95
<PAGE>
credit purposes, the dividend will be income from sources outside the United
States. The limitation on foreign taxes eligible for the credit is calculated
separately with respect to specific classes of income. For this purpose,
dividends paid by us generally will constitute "passive income" or in the case
of certain U.S. holders "financial services income". Taxable dividends paid in a
currency other than the U.S. dollar will be included in your gross income in a
U.S. dollar amount calculated by reference to the exchange rate in effect on the
date you receive the dividend, regardless of whether such currency is actually
converted into U.S. dollars. Gain or loss, if any, that you realize on a sale or
other disposition of the foreign currency will be ordinary income or loss. We
urge you to consult your own tax advisor concerning the possibility of foreign
currency gain or loss if any such currency is not converted into U.S. dollars on
the date of receipt.

    DISPOSITIONS

    Upon a sale or other taxable disposition of our shares, you will recognize
gain or loss in an amount equal to the difference between the amount realized on
the disposition and your adjusted tax basis in our shares. Such gain or loss
will be capital gain or loss, and will be long-term capital gain or loss if you
held our shares for more than one year at the time of disposition. Certain
non-corporate U.S. holders (including individuals) are eligible for preferential
rates of U.S. federal income taxation in respect of long-term capital gains. The
deduction of capital losses is subject to certain limitations under the Code.
Any gain or loss you recognize on a sale or other taxable disposition of our
shares generally will be treated as derived from U.S. sources for U.S. federal
income tax purposes.

    BACKUP WITHHOLDING AND INFORMATION REPORTING

    Backup withholding and information reporting requirements may apply to you
with respect to distributions by us, or to the proceeds of a sale or redemption
of our shares. Under the backup withholding rules, we or any paying agent may be
required to withhold tax from any such payment if you fail to furnish your
correct taxpayer identification number, to certify that you are not subject to
backup withholding, or to otherwise comply with the applicable requirements of
the backup withholding rules. Certain U.S. holders (including, among others,
corporations) are exempt from the backup withholding requirements. Any amounts
withheld under the backup withholding rules generally may be claimed as a credit
against your U.S. federal income tax liability and may entitle you to receive a
refund provided that the required information is furnished to the Internal
Revenue Service (the "IRS").

    PASSIVE FOREIGN INVESTMENT COMPANY STATUS

    Special U.S. federal income tax rules apply to U.S. persons owning shares of
a "passive foreign investment company" (a "PFIC").

    A non-U.S. corporation generally will be classified as a PFIC for U.S.
federal income tax purposes in any taxable year in which, after applying
relevant look-through rules with respect to the income and assets of
subsidiaries, either:

    - at least 75% of its gross income is "passive income"; or

    - on average at least 50% of the gross value of its assets is attributable
      to assets that produce passive income or are held for the production of
      passive income.

    For this purpose, passive income generally includes, among other things,
dividends, interest, rents, royalties, gains from the disposition of passive
assets and gains from commodities transactions, other than gains derived from
"qualified active sales" of commodities and "qualified hedging transactions"
involving commodities, within the meaning of applicable Treasury regulations
(the "Commodity Exception"). Based on certain estimates of our gross income and
gross assets and relying on the Commodity Exception, we do not believe that we
currently are a PFIC, and do not anticipate becoming a PFIC in the foreseeable
future. However, since PFIC status will be determined by us on an annual basis
and depends upon the

                                       96
<PAGE>
composition of our income and assets (including, among others, less than 25%
owned equity investments), and the nature of our activities (including our
ability to qualify for the commodities and similar exceptions), from time to
time, there can be no assurance that we will not be considered a PFIC for any
taxable year. Moreover, we will not obtain an opinion of counsel, and no ruling
will be sought from the IRS, regarding our U.S. federal income tax
characterization as a PFIC.

    If we are treated as a PFIC for any taxable year during which a U.S. holder
held our shares, certain adverse consequences could apply to the U.S. holder
(SEE discussion below). For this reason, if we are treated as a PFIC for any
taxable year, a U.S. holder of our shares may desire to make an election to
treat us as a "qualified electing fund" (a "QEF") with respect to such U.S.
holder. Generally, a QEF election should be made on or before the due date for
filing the electing U.S. holder's U.S. federal income tax return for the first
taxable year in which our shares are held by such U.S. holder and we are treated
as a PFIC.

    If a timely QEF election is made, the electing U.S. holder will be required
to annually include in gross income (i) as ordinary income, a PRO-RATA share of
our ordinary earnings, and (ii) as long-term capital gain, a PRO-RATA share of
our net capital gain in either case, whether or not distributed by us. An
electing U.S. holder that is a corporation will not be eligible for the
dividends-received deduction in respect of such income or gain. In addition, in
the event that we incur a net loss for a taxable year, such loss will not be
available as a deduction to an electing U.S. holder, and may not be carried
forward or back in computing our ordinary earnings and net capital gain in other
taxable years.

    In certain cases in which a QEF does not distribute all of its earnings in a
taxable year, electing U.S. holders may also be permitted to elect to defer the
payment of some or all of their U.S. federal income taxes on the QEF's
undistributed earnings, subject to an interest charge on the deferred tax
amount.

    If we are treated as a PFIC for any taxable year during which a U.S. holder
held our shares, we will provide to a U.S. holder, upon written request, all
information and documentation that the U.S. holder is required to obtain in
connection with its making a QEF election for U.S. federal income tax purposes.

    In general, if a U.S. holder of our shares fails to make a timely QEF
election (or mark-to-market election, see discussion below) for any taxable year
that we are treated as a PFIC, the U.S. federal income tax consequences to such
U.S. holder will be determined under the so-called "interest charge" method.
Under such regime, (i) any gain derived from the disposition of PFIC stock
(possibly including a gift, exchange in a corporate reorganization or grant as
security for a loan), as well as any "excess distribution" that is received from
the PFIC (I.E., a distribution that exceeds 125% of the average distributions
from the shorter of: the prior three years, or the U.S. holder's holding period
for the stock), would be treated as ordinary income that was earned ratably over
each day in the U.S. holder's holding period for the PFIC stock, (ii) the
portion of such gain or distribution that is allocable to prior taxable years,
other than any year before we became a PFIC, would be subject to U.S. federal
income tax at the highest rate applicable to ordinary income for the relevant
taxable years, regardless of the tax rate otherwise applicable to the U.S.
holder, and (iii) an interest charge would be imposed on the resulting U.S.
federal income tax liability as if such liability represented a tax deficiency
for the past taxable years, other than any year before we became a PFIC. In
addition, a step-up in the tax basis of the PFIC stock may not be available upon
the death of an individual U.S. holder.

    IN MANY CASES, APPLICATION OF THE INTEREST CHARGE REGIME WILL HAVE
SUBSTANTIALLY MORE ONEROUS U.S. FEDERAL INCOME TAX CONSEQUENCES THAN WOULD
RESULT TO A U.S. HOLDER IF A TIMELY QEF ELECTION IS MADE. ACCORDINGLY, IF WE ARE
TREATED AS A PFIC FOR ANY TAXABLE YEAR, WE URGE U.S. HOLDERS OF OUR SHARES TO
CONSIDER CAREFULLY WHETHER TO MAKE A QEF ELECTION, AND THE CONSEQUENCES OF NOT
MAKING SUCH AN ELECTION, WITH RESPECT TO AN INVESTMENT IN OUR SHARES

                                       97
<PAGE>
    As an alternative to the QEF election, a U.S. holder of "marketable stock"
in a PFIC may make a "mark-to-market" election, provided the PFIC stock is
regularly traded on a "qualified exchange." Under applicable Treasury
regulations, a "qualified exchange" includes a national securities exchange that
is registered with the SEC or the national market system established under the
Securities Exchange Act of 1934. Under applicable Treasury Regulations, PFIC
stock traded on a qualified exchange is regularly traded on such exchange for
any calendar year during which such stock is traded, other than in DE MINIMIS
quantities, on at least 15 days during each calendar quarter. We cannot assure
you that our stock will be treated as regularly traded stock in a PFIC.

    If the mark-to-market election is made, the electing U.S. holder generally
would (i) include in gross income, entirely as ordinary income, an amount equal
to the difference between the fair market value of the PFIC stock as of the
close of such taxable year and its adjusted basis, and (ii) deduct as an
ordinary loss the excess, if any, of the adjusted tax basis of the PFIC stock
over its fair market value at the end of the taxable year, but only to the
extent of the amount previously included in income as a result of the
mark-to-market election.

    The mark-to-market election is made with respect to marketable stock in a
PFIC on a shareholder-by-shareholder basis and, once made, can only be revoked
with the consent of the IRS. Special rules would apply if the mark-to-market
election is not made for the first taxable year in which a U.S. person owns
stock of a PFIC.

                                       98
<PAGE>
                                  UNDERWRITERS

    Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus, the underwriters named below, for
whom Morgan Stanley & Co. Incorporated, Credit Suisse First Boston Corporation,
Deutsche Banc Alex. Brown Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Prudential Securities Incorporated and Salomon Smith Barney Inc.
are acting as representatives, have severally agreed to purchase, and we have
agreed to sell to them, severally, the number of common shares set forth
opposite the names of the underwriters below:

<TABLE>
<CAPTION>
                                                              NUMBER OF
NAME                                                            SHARES
----                                                          ----------
<S>                                                           <C>
Morgan Stanley & Co. Incorporated...........................
Credit Suisse First Boston Corporation......................
Deutsche Banc Alex. Brown Inc...............................
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated......................................
Prudential Securities Incorporated..........................
Salomon Smith Barney Inc....................................
                                                              ----------
        Total...............................................
                                                              ==========
</TABLE>

    You may contact the representatives of the underwriters at the addresses set
forth below for information on how to purchase common shares in this offering.
You may contact Morgan Stanley & Co. Incorporated at 1585 Broadway, New York,
New York 10036; Credit Suisse First Boston Corporation at 11 Madison Avenue, New
York, New York 10010; Deutsche Banc Alex. Brown Inc. at One South Street,
Baltimore, Maryland 21202; Merrill Lynch, Pierce, Fenner & Smith Incorporated at
4 World Financial Center, 250 Vesey Street, New York, New York, 10080;
Prudential Securities Incorporated at One New York Plaza, New York, New York
10292; and Salomon Smith Barney Inc. at 388 Greenwich Street, New York, New York
10013.

    The underwriters are offering the common shares subject to their acceptance
of the shares from us and subject to prior sale. The underwriting agreement
provides that the obligations of the several underwriters to pay for and accept
delivery of the common shares offered by this prospectus are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The underwriters are obligated to take and pay for all of the common
shares offered by this prospectus if any such shares are taken. However, the
underwriters are not required to take or pay for the shares covered by the
underwriters' over-allotment option described below.

    The underwriters initially propose to offer part of the common shares
directly to the public at the public offering price listed on the cover page of
this prospectus and part to certain dealers at a price that represents a
concession not in excess of $               a share under the public offering
price. Any underwriter may allow, and such dealers may reallow, a concession not
in excess of $               a share to other underwriters or to other dealers.
After the initial offering of the common shares, the offering price and other
selling terms may from time to time be varied by the representatives. It is
anticipated that Morgan Stanley DW Inc., an affiliate of Morgan Stanley & Co.
Incorporated, through Morgan Stanley Online, its online service, and CSFBdirect,
an affiliate of Credit Suisse First Boston Corporation, may be a member of the
syndicate or selling group and engage in electronic offers, sales and
distribution of the shares being offered.

    A prospectus in electronic format may be made available on the web sites
maintained by one or more underwriters. The underwriters may agree to allocate a
number of shares to underwriters for sale to their online brokerage account
holders. Internet distributions will be allocated by the lead manager to
underwriters that may make Internet distributions on the same basis as other
allocations.

    Pursuant to the underwriting agreement, we have granted to the underwriters
an option, exercisable for 30 days from the date of this prospectus, to purchase
up to an aggregate of 2,640,000 additional common shares at the public offering
price listed on the cover page of this prospectus, less underwriting

                                       99
<PAGE>
discounts and commissions. The underwriters may exercise this option solely for
the purpose of covering over-allotments, if any, made in connection with the
offering of the common shares offered by this prospectus. To the extent the
option is exercised, each underwriter will become obligated, subject to
specified conditions, to purchase about the same percentage of the additional
common shares as the number listed next to the underwriter's name in the
preceding table bears to the total number of common shares listed next to the
names of all underwriters in the preceding table. If the underwriters' option is
exercised in full, the total price to the public would be approximately
$344.1 million, the total underwriters' discounts and commissions would be
approximately $20.2 million and our total proceeds would be approximately
$323.9 million.

    The following table details the estimated offering expenses payable by us.

<TABLE>
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $   91,080
National Association of Securities Dealers, Inc. filing
  fee.......................................................      30,500
New York Stock Exchange listing fee.........................     150,000
Printing and engraving expenses.............................     300,000
Legal fees and expenses.....................................   1,800,000
Accounting fees and expenses................................   1,000,000
Transfer agent fees and expenses............................       3,000
Miscellaneous...............................................     500,000
                                                              ----------
    Total...................................................  $3,874,580
                                                              ==========
</TABLE>

    The underwriters have agreed to reimburse some of Bunge's offering expenses.

    The underwriters have informed us that they do not intend sales to
discretionary accounts to exceed five percent of the total number of common
shares offered by them.

    We have applied to list our common shares on the New York Stock Exchange
under the symbol "BG".

    We, our directors and executive officers and shareholders of Bunge
International Limited who will own our common shares after this offering have
agreed that, without the prior written consent of Morgan Stanley & Co.
Incorporated on behalf of the underwriters, they will not, during the period
ending 180 days after the date of this prospectus:

    - offer, pledge, sell, contract to sell, sell any option or contract to
      purchase, purchase any option or contract to sell, grant any option, right
      or warrant to purchase, lend or otherwise transfer or dispose of directly
      or indirectly, any common shares or any securities convertible into or
      exercisable or exchangeable for common shares; or

    - enter into any swap or other arrangement that transfers to another, in
      whole or in part, any of the economic consequences of ownership of the
      common shares,

whether any transaction described above is to be settled by delivery of the
common shares or such other securities, in cash or otherwise.

    The restrictions described in the preceding paragraph do not apply to:

    - the sale of the shares to the underwriters;

    - the issuance by us of common shares upon the exercise of an option or a
      warrant or the conversion of a security outstanding on the date of this
      prospectus of which the underwriters have been advised in writing;

    - issuances by us of common shares in connection with the merger or
      amalgamation with or acquisition of another company or the acquisition of
      the assets or property of a company and the related entry into a merger,
      amalgamation or acquisition agreement, so long as recipients of the common
      shares agree to be bound by the lock-up restrictions described in this
      prospectus for the remainder of the lock-up period; however, if we are
      unable to obtain signed, written lock-up agreements from the recipients of
      common shares in connection with a merger, amalgamation or acquisition as
      described in this bullet point, then we may only enter into a merger,
      amalgamation or

                                      100
<PAGE>
      acquisition agreement, make a public announcement of the transaction and
      make the related filing of a registration statement but we may not make
      the related issuance of our common shares;

    - the issuance by us of stock options, restricted stock or other awards
      granted pursuant to our employee equity incentive plan or non-employee
      directors' equity incentive plan; provided that such awards do not become
      exercisable or vest during such 180-day period;

    - transactions by any person other than us relating to common shares or
      other securities acquired in open market transactions after the completion
      of this offering;

    - transfers of common shares by any person other than us by gift, will or
      intestacy, including transfers to such person's family members or to a
      settlement or trust;

    - transfers by any person other than us to affiliates (as defined in
      Regulation C under the Securities Act of 1933) of such person;

    - transfers by any person other than us as a distribution to limited
      partners, members or shareholders of such person, and, in the case of a
      settlement or trust, to the trust beneficiaries;

    - transfers occurring by operation of law;

    - pledges of common shares by any person other than us to a bank or other
      financial institution; or

    - transfers by any person other than us to other shareholders of Bunge that
      have executed the same lock-up agreements in connection with the offering,

provided, that any recipient, transferee or pledgee pursuant to the sixth
through eleventh bullet points above who is not already bound by a lock-up
agreement will be required to execute a lock-up agreement in substantially the
same form covering the remainder of the 180-day period.

    From time to time, Morgan Stanley & Co. Incorporated and Credit Suisse First
Boston Corporation have provided, and continue to provide, investment banking
services to us.

    We and the underwriters have agreed to indemnify each other against certain
liabilities, including liabilities under the Securities Act.

    In order to facilitate the offering of the common shares, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the common shares. Specifically, the underwriters may sell more shares
than they are obligated to purchase under the underwriting agreement, creating a
short position. A short sale is "covered" if the short position is no greater
than the number of shares available for purchase by the underwriters under the
over allotment option. The underwriters can close out a covered short sale by
exercising the over allotment option or purchasing shares in the open market. In
determining the source of shares to close out a covered short sale, the
underwriters will consider, among other things, the open market price of shares
compared to the price available under the over allotment option. The
underwriters may also sell shares in excess of the over allotment option,
creating a naked short position. The underwriters must close out any naked short
position by purchasing shares in the open market. A naked short position is more
likely to be created if the underwriters are concerned that there may be
downward pressure on the price of the common shares in the open market after
pricing that could adversely affect investors who purchase in the offering. As
an additional means of facilitating the offering, the underwriters may bid for,
and purchase, common shares in the open market to stabilize the price of our
common shares. The underwriting syndicate may also reclaim selling concessions
allowed to an underwriter or a dealer for distributing the common shares in the
offering, if the syndicate repurchases previously distributed common shares to
cover syndicate short positions or to stabilize the price of the common shares.
These activities may raise or maintain the market price of the common shares
above independent market levels. The underwriters are not required to engage in
these activities, and may end any of these activities at any time.

                                      101
<PAGE>
PRICING OF THE OFFERING

    Prior to this offering, there has been no public market for the common
shares. The initial public offering price will be determined by negotiations
between us and the representatives. The material factors to be considered in
determining the initial public offering price will be:

    - our sales, earnings and results of operations in recent periods;

    - our current financial position;

    - our future prospects and our industries in general;

    - the price-earnings ratios, price-sales ratios and market prices of
      securities; and

    - financial and operating information of companies engaged in businesses
      similar to ours.

    Because some of the underwriters are lenders under the commercial paper
program to be repaid by us and will receive more than 10% of the net proceeds of
this offering, those underwriters may be deemed to have a "conflict of interest"
under Rule 2710(c)(8) of the Conduct Rules of the National Association of
Securities Dealers. Accordingly, this offering will be made in compliance with
the applicable provisions of Rule 2720 of the Conduct Rules. In accordance with
this rule, the initial public offering price can be no higher than that
recommended by a "qualified independent underwriter" meeting certain standards.
In accordance with this requirement, Morgan Stanley & Co. Incorporated has
assumed the responsibilities of acting as a qualified independent underwriter
and will recommend a price in compliance with the requirements of Rule 2720.
Morgan Stanley & Co. Incorporated, in its role as qualified independent
underwriter, has performed due diligence investigations and reviewed and
participated in the preparation of this prospectus and the registration
statement of which this prospectus is a part. Morgan Stanley & Co. Incorporated
will receive no compensation for acting in this capacity; however, we have
agreed to indemnify Morgan Stanley & Co. Incorporated for acting as a qualified
independent underwriter against specified liabilities under the Securities Act.

                                      102
<PAGE>
                        ENFORCEMENT OF CIVIL LIABILITIES

    We are a Bermuda exempted company. As a result, the rights of holders of our
common shares will be governed by Bermuda law and our memorandum of association
and bye-laws. The rights of shareholders under Bermuda law may differ from the
rights of shareholders of companies incorporated in other jurisdictions. Most of
our directors and officers and some of the named experts referred to in this
prospectus are not residents of the United States, and a substantial portion of
our assets are located outside the United States. As a result, it may be
difficult for investors to effect service of process on those persons in the
United States and to enforce in the United States judgments obtained in U.S.
courts against us or those persons based on the civil liability provisions of
the U.S. securities laws. We have been advised by our Bermuda counsel, Conyers
Dill & Pearman, that uncertainty exists as to whether courts in Bermuda will
enforce judgments obtained in other jurisdictions (including the United States)
against us or our directors or officers under the securities laws of those
jurisdictions or entertain actions in Bermuda against us or our directors or
officers under the securities laws of other jurisdictions.

    We have expressly submitted to the jurisdiction of the U.S. federal and New
York state courts sitting in the City of New York for the purpose of any suit,
action or proceeding arising out of this offering, and we have appointed our
principal executive offices in White Plains, New York to accept service of
process in any such action.

    This prospectus has been filed with the Registrar of Companies in Bermuda
pursuant to Part III of the Companies Act 1981 of Bermuda. The Bermuda Monetary
Authority has given its consent for the issue and free transferability of all of
the common shares that are the subject of this offering to and between
non-residents of Bermuda for exchange control purposes, provided our shares
remain listed on an appointed stock exchange, which includes the New York Stock
Exchange. Approvals or permissions given by the Bermuda Monetary Authority do
not constitute a guarantee by the Bermuda Monetary Authority as to our
performance or our creditworthiness. Accordingly, in giving such consent or
permissions, the Bermuda Monetary Authority shall not be liable for the
financial soundness, performance or default of our business or for the
correctness of any opinions or statements expressed in this prospectus. Certain
issues and transfers of common shares involving persons deemed resident in
Bermuda for exchange control purposes require the specific consent of the
Bermuda Monetary Authority.

                                 LEGAL MATTERS

    The validity of the common shares offered in this prospectus and other legal
matters relating to Bermuda law will be passed upon for us by Conyers Dill &
Pearman, Hamilton, Bermuda. Nicholas P. Johnson, a partner of Conyers Dill &
Pearman, serves as our corporate secretary. Various U.S. law matters relating to
this offering will be passed upon for us by Shearman & Sterling, New York, New
York, special U.S. counsel, and for the underwriters by Davis Polk & Wardwell,
New York, New York.

                                    EXPERTS

    The consolidated financial statements of Bunge Limited and subsidiaries as
of December 31, 1999 and 2000 and for each of the three years in the period
ended December 31, 2000 included in this prospectus have been audited by
Deloitte & Touche, independent auditors, as stated in their report appearing
herein and have been so included in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

    The consolidated financial statements of Fertifos Administracao e
Participacao S.A. and subsidiaries as of December 31, 1999 and March 31, 2000
and for the year ended December 31, 1999 and the three month period ended
March 31, 2000 and the consolidated financial statements of Manah S.A. and
subsidiaries as of December 31, 1999 and March 31, 2000 and for the year ended
December 31, 1999 and the three month period ended March 31, 2000 included in
this prospectus have been audited by Deloitte Touche Tohmatsu, independent
auditors, as stated in their reports appearing herein and have been so

                                      103
<PAGE>
included in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.

    You may contact Deloitte & Touche at Corner House, Church-Parliament
Streets, Hamilton HM12, Bermuda and Deloitte Touche Tohmatsu at Rua Bela Cintra,
881, CEP-01415-910, Sao Paulo-S.P., Brazil.

                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

    We have filed with the SEC a registration statement on Form F-1 under the
Securities Act with respect to the common shares to be sold in this offering.
This prospectus, which is part of the registration statement, does not contain
all of the information set forth in the registration statement and the exhibits
and schedules to the registration statement. For further information pertaining
to us and our common shares to be sold in this offering, we refer you to the
registration statement and the exhibits and schedules filed as part of the
registration statement. If a document has been filed as an exhibit to the
registration statement, we refer you to the copy of the document that has been
filed. Each statement in this prospectus relating to a document filed as an
exhibit is qualified in all respects by the filed exhibit. The registration
statement, including exhibits and schedules thereto, may be inspected without
charge at the SEC's public reference rooms at:

    - Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;

    - Seven World Trade Center, 13th Floor, New York, New York 10048; or

    - Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
      60661.

    Copies of all or any part of the registration statement may be obtained from
such office after payment of fees prescribed by the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. In addition, the SEC maintains an Internet web site at www.sec.gov, from
which you can electronically access the registration statement and its exhibits.
When the common shares begin trading on the New York Stock Exchange, copies of
reports and other information may also be inspected in the offices of the NYSE,
20 Broad Street, New York, New York 10005.

    As a result of this offering, we will become subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended, and will file
reports, including annual reports on Form 20-F, and other information with the
SEC. However, as a foreign private issuer, we are exempt from the rules under
the Exchange Act relating to the furnishing and content of proxy statements and
relating to short swing profits reporting and liability. In addition, we are not
required to file annual, quarterly or current reports and financial statements
as frequently or as promptly as U.S. companies whose securities are registered
under the Exchange Act. However, we will file, as long as we are required to do
so, within 180 days after the end of each fiscal year, an annual report on
Form 20-F containing consolidated financial statements audited by an independent
public accounting firm. We also intend to file quarterly reports on Form 6-K
with the SEC.

                                      104
<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                         PAGE
                                                              --------------------------
<S>                                                           <C>
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors' Report................................  F-2
Consolidated Balance Sheets at December 31, 1999 and 2000...  F-3
Consolidated Statements of Income for the Years Ended
  December 31, 1998, 1999 and 2000..........................  F-4
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1998, 1999 and 2000..........................  F-5
Consolidated Statements for Shareholder's Equity for the
  Years Ended December 31, 1998, 1999, and 2000.............  F-6
Notes to Consolidated Financial Statements..................  F-7
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Consolidated Interim Balance Sheets at December 31, 2000 and
  March 31, 2001............................................  F-32
Consolidated Interim Statements of Income for the Three
  Months Ended March 31, 2000 and 2001......................  F-33
Consolidated Interim Statements of Cash Flows for the Three
  Months Ended March 31, 2000 and 2001......................  F-34
Notes to Consolidated Interim Financial Statements..........  F-35

MANAH S.A. AND SUBSIDIARIES
Independent Auditors' Report................................  F-42
Consolidated Balance Sheets at December 31, 1999 and March
  31, 2000..................................................  F-43
Consolidated Statements of Income for the Year Ended
  December 31, 1999 and the Three Months Ended March 31,
  2000......................................................  F-44
Consolidated Statements of Cash Flows for the Year Ended
  December 31, 1999 and the Three Months Ended March 31,
  2000......................................................  F-45
Consolidated Statements of Shareholders' Equity for the Year
  Ended December 31, 1999 and the Three Months Ended March
  31, 2000..................................................  F-46
Notes to Consolidated Financial Statements..................  F-47

FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES
Independent Auditors' Report................................  F-54
Consolidated Balance Sheets at December 31, 1999 and March
  31, 2000..................................................  F-55
Consolidated Statements of Income for the Year Ended
  December 31, 1999 and the Three Months Ended March 31,
  2000......................................................  F-56
Consolidated Statements of Cash Flows for the Year Ended
  December 31, 1999 and the Three Months Ended March 31,
  2000......................................................  F-57
Consolidated Statements of Shareholders' Equity for the Year
  Ended December 31, 1999 and the Three Months Ended March
  31, 2000..................................................  F-58
Notes to Consolidated Financial Statements..................  F-59
</TABLE>

                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholder of
Bunge Limited and Subsidiaries
Bermuda

    We have audited the accompanying consolidated balance sheets of Bunge
Limited and Subsidiaries (the "Company") as of December 31, 2000 and 1999, and
the related consolidated statements of income, stockholder's equity and cash
flows for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the accompanying consolidated financial statements present
fairly, in all material respects, the financial position of the companies at
December 31, 2000 and 1999, and the results of their operations and their cash
flows for each of the three years ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE
Hamilton, Bermuda
April 2, 2001
(July 12, 2001 as to the
effects of the share exchange and share dividend described
in Note 18 and 20)

                                      F-2
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

             (UNITED STATES DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              -------------------------
                                                                1999             2000
                                                              --------         --------
<S>                                                           <C>              <C>
                                        ASSETS
Current assets:
  Cash and cash equivalents.................................   $  363           $  423
  Marketable securities.....................................       --               61
  Trade accounts receivable (less allowance of $57 and
  $59)......................................................      511              873
  Inventories (Note 4)......................................      923            1,311
  Recoverable taxes.........................................      152              225
  Deferred income taxes (Note 7)............................        9               21
  Other current assets (Note 5).............................      483              513
                                                               ------           ------
Total current assets........................................    2,441            3,427
                                                               ------           ------
Property, plant and equipment, net (Note 6).................    1,268            1,859
Goodwill and other intangible assets, net...................      206              200
Investments in affiliates...................................      166               54
Deferred income taxes (Note 7)..............................      146              169
Receivables from related parties (Note 12)..................      239               --
Other non-current assets....................................      145              145
                                                               ------           ------
TOTAL ASSETS................................................   $4,611           $5,854
                                                               ======           ======
                         LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
  Short-term debt (Note 9)..................................   $  708           $1,268
  Current portion of long-term debt (Note 10)...............      328              254
  Trade accounts payable....................................      748              839
  Other current liabilities.................................      362              385
                                                               ------           ------
Total current liabilities...................................    2,146            2,746
                                                               ------           ------
Long-term debt (Note 10)....................................      793            1,003
Deferred income taxes (Note 7)..............................       37              141
Payable to related party (Note 12)..........................       41               --
Other non-current liabilities (Note 13).....................      214              282

Commitments and contingencies (Note 13)

Minority interest in subsidiaries (Note 14).................      183              543

Shareholder's equity:
  Common stock, par value $.01; 240,000,000 authorized,
    64,380,000 issued and outstanding shares and additional
    paid-in capital.........................................    1,303            1,429
  Shareholder receivable (Note 12)..........................       --             (126)
  Retained earnings.........................................      297              309
  Accumulated other comprehensive loss......................     (403)            (473)
                                                               ------           ------
Total shareholder's equity..................................    1,197            1,139
                                                               ------           ------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY..................   $4,611           $5,854
                                                               ======           ======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-3
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

             (UNITED STATES DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                        ---------------------------------------
                                                           1998          1999          2000
                                                        -----------   -----------   -----------
<S>                                                     <C>           <C>           <C>
Net sales.............................................  $     9,103   $     8,075   $     9,667
Cost of goods sold....................................        8,433         7,463         8,935
Impairment and restructuring charges (Note 16)........           --            --            49
                                                        -----------   -----------   -----------
GROSS PROFIT..........................................          670           612           683
Selling, general and administrative expenses..........          374           332           387
                                                        -----------   -----------   -----------
INCOME FROM OPERATIONS................................          296           280           296
Non-operating income (expense)--net (Note 17).........         (120)         (296)         (225)
                                                        -----------   -----------   -----------
INCOME (LOSS) BEFORE INCOME TAX, MINORITY INTERESTS,
  AND DISCONTINUED OPERATIONS.........................          176           (16)           71
Income tax (expense) benefit (Note 7).................          (43)           27           (12)
                                                        -----------   -----------   -----------
INCOME BEFORE MINORITY INTEREST AND DISCONTINUED
  OPERATIONS..........................................          133            11            59
Minority interest.....................................          (33)            4           (37)
                                                        -----------   -----------   -----------
INCOME BEFORE DISCONTINUED OPERATIONS.................          100            15            22
Discontinued operations (Note 3)
  Loss from discontinued operations, net of tax
  benefit of $1 (2000) $3 (1999) and $7 (1998)........           (8)          (20)          (10)
                                                        -----------   -----------   -----------
NET INCOME (LOSS).....................................  $        92   $        (5)  $        12
                                                        ===========   ===========   ===========
EARNINGS PER COMMON SHARE--BASIC AND DILUTED:
  Income before discontinued operations...............  $      1.55   $       .23   $       .34
  Discontinued operations.............................         (.12)         (.31)         (.15)
                                                        -----------   -----------   -----------
Net income (loss) per share...........................  $      1.43   $      (.08)  $       .19
                                                        ===========   ===========   ===========
Weighted-average number of shares outstanding--basic
  and diluted.........................................   64,380,000    64,380,000    64,380,000
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-4
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                      (UNITED STATES DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                              ---------------------------------
                                                                1998        1999        2000
                                                              ---------   ---------   ---------
<S>                                                           <C>         <C>         <C>
OPERATING ACTIVITIES
Net income (loss)...........................................   $   92       $  (5)      $  12
Adjustment to reconcile net income to cash provided by (used
  for) operating activities:
  Unrealized foreign exchange (gain) loss...................       85          74         (16)
  Unrealized gain on marketable securities..................       --          --          (6)
  Bad debt expense..........................................       16          15           7
  Depreciation, depletion and amortization..................      144         101         149
  Deferred income taxes.....................................       (2)        (29)        (17)
  Impairment and restructuring charges......................       --          --          44
  Gain on sale of property, plant and equipment and
    investments.............................................      (16)         --          (6)
  Discontinued operations...................................        8          20          10
  Equity in earnings of affiliates..........................      (11)         --          (4)
  Minority interest.........................................       33          (4)         37
  Changes in operating assets and liabilities, excluding the
    effects of acquisitions:
    Marketable securities...................................      (53)         54          (7)
    Trade accounts receivable...............................      (61)        (67)       (336)
    Inventories.............................................       20         (20)       (311)
    Recoverable taxes.......................................      (10)         28         (72)
    Trade accounts payable..................................      (26)       (138)         (6)
    Other--net..............................................      (69)          8           1
                                                               ------       -----       -----
      Cash provided by (used for) operating activities......      150          37        (521)
INVESTING ACTIVITIES
Payments made for capital expenditures......................     (279)       (140)       (184)
Proceeds from disposal of property, plant and equipment.....      103           7           7
Business acquisitions, net of cash acquired.................     (146)         (2)        (78)
Investments in affiliates...................................       --         (12)         (2)
(Investments in) repayments of related party loans..........     (207)         39         166
                                                               ------       -----       -----
      Cash used for investing activities....................     (529)       (108)        (91)
FINANCING ACTIVITIES
Net change in short-term debt...............................      553        (231)        612
Proceeds from long-term debt................................      271         388         389
Repayment of long-term debt.................................     (888)       (501)       (447)
Net proceeds from issuance of redeemable preferred stock by
  subsidiary................................................       --          --         163
Dividends paid to shareholder...............................      (20)         --          --
Dividends paid to minority interest.........................       --          (3)        (18)
Capital contributions from shareholder......................       39          93          --
Capital contributions from minority interest................       --           1          10
                                                               ------       -----       -----
      Cash (used for) provided by financing activities......      (45)       (253)        709
Effect of exchange rate changes on cash and cash
  equivalents...............................................      (83)       (177)        (37)
                                                               ------       -----       -----
Net (decrease) increase in cash and cash equivalents........     (507)       (501)         60
Cash and cash equivalents, beginning of year................    1,371         864         363
                                                               ------       -----       -----
Cash and cash equivalents, end of year......................   $  864       $ 363       $ 423
                                                               ======       =====       =====
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-5
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

             (UNITED STATES DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                              COMMON
                                              STOCK
                                               AND                                 ACCUMULATED
                                            ADDITIONAL                                OTHER            TOTAL
                                 COMMON      PAID-IN     SHAREHOLDER   RETAINED   COMPREHENSIVE    SHAREHOLDER'S   COMPREHENSIVE
                                 SHARES      CAPITAL     RECEIVABLE    EARNINGS   INCOME (LOSS)       EQUITY       INCOME (LOSS)
                               ----------   ----------   -----------   --------   --------------   -------------   --------------
<S>                            <C>          <C>          <C>           <C>        <C>              <C>             <C>
Balances, at January 1,
  1998.......................  64,380,000     $1,223        $  --        $230         $  --           $1,453
                               ----------     ------        -----        ----         -----           ------
Comprehensive income--1998:
  Net income.................          --         --           --          92            --               92           $  92
  Other comprehensive income
    (loss):
    Foreign exchange
      translation
      adjustment.............          --         --           --          --           (42)              --             (42)
    Recognition of deferred
      tax assets on change in
      functional currency....          --         --           --          --            25               --              25
                                                                                      -----                            -----
  Total comprehensive income
    (loss)...................          --         --           --          --           (17)             (17)          $  75
                                                                                      -----                            =====
Dividend paid................          --         --           --         (20)           --              (20)
Return of capital
  (Note 3)...................          --        (52)          --          --            --              (52)
Capital contribution
  (Note 12)..................          --         39           --          --            --               39
                               ----------     ------        -----        ----         -----           ------
Balances, December 31,
  1998.......................  64,380,000      1,210           --         302           (17)           1,495
                               ----------     ------        -----        ----         -----           ------
Comprehensive loss--1999:
  Net loss...................          --         --           --          (5)           --               (5)          $  (5)
  Other comprehensive loss:
    Foreign exchange
      translation
      adjustment.............          --         --           --          --          (386)              --            (386)
                                                                                      -----                            -----
  Total comprehensive loss...          --         --           --          --          (386)            (386)          $(391)
                                                                                      -----                            =====
Capital contribution
  (Note 12)..................          --         93           --          --            --               93
                               ----------     ------        -----        ----         -----           ------
Balances, December 31,
  1999.......................  64,380,000      1,303           --         297          (403)           1,197
                               ----------     ------        -----        ----         -----           ------
Comprehensive income (loss)--
  2000:
  Net income.................          --         --           --          12            --               12           $  12
  Other comprehensive loss:
    Foreign exchange
      translation
      adjustment.............          --         --           --          --           (70)              --             (70)
                                                                                      -----                            -----
  Total comprehensive loss...          --         --           --          --           (70)             (70)          $ (58)
                                                                                      -----                            =====
Capital contribution
  (Note 12)..................          --        126         (126)         --            --               --
                               ----------     ------        -----        ----         -----           ------
Balances, December 31,
  2000.......................  64,380,000     $1,429        $(126)       $309         $(473)          $1,139
                               ==========     ======        =====        ====         =====           ======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-6
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES GENERAL

    DESCRIPTION OF BUSINESS--Bunge Limited is a Bermuda holding company
incorporated in May 1995 and is a wholly-owned subsidiary of Bunge International
Limited ("Bunge International"), a privately held Bermuda company.

    Bunge Limited and Subsidiaries (collectively, "Bunge") is an integrated,
global agribusiness and food company with primary operations in North and South
America and worldwide distribution capabilities. Bunge operates in eight
business segments, which are aggregated into five reporting segments:
agribusiness, fertilizer, edible oil products, wheat milling and bakery products
and other.

    AGRIBUSINESS--Bunge's agribusiness activities include grain origination,
oilseed processing and international marketing. Bunge's primary grain
origination and oilseed processing assets are located in the United States,
Brazil and Argentina.

    FERTILIZER--Bunge's fertilizer segment is involved in every stage of the
fertilizer business, from mining of raw materials to sales of mixed fertilizer
formulas. Bunge's fertilizer activities are located in Brazil.

    EDIBLE OIL PRODUCTS--Bunge's edible oil products segment consists of
producing and selling edible oil products, such as shortenings and oils,
margarine, mayonnaise and other products derived from refined vegetable oil.
Bunge's edible oil products segment is located in the United States and in
Brazil.

    WHEAT MILLING AND BAKERY PRODUCTS--Bunge's wheat milling and bakery products
segment consists of producing and selling flours, bakery mixes and baked goods.
Bunge's wheat milling and bakery products segment is located in the United
States and in Brazil.

    OTHER--The other segment includes the soy ingredients business and the corn
products business. The soy ingredients business consists of producing and
selling soy functional ingredients and nutraceuticals. The corn products
business consists of producing and selling products derived from corn.

    BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION--The accompanying
consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America and include the
assets, liabilities, revenues and expenses of all majority-owned subsidiaries
over which Bunge exercises control and for which control is other than
temporary. Intercompany transactions and balances are eliminated in
consolidation. Bunge has no non-consolidated majority owned subsidiaries.

    Investments in 20% to 50% affiliates in which Bunge has the ability to
exercise significant influence are accounted for by the equity method of
accounting whereby the investment is carried at acquisition cost, plus Bunge's
equity in undistributed earnings or losses since acquisition. Investments in
less than 20% owned affiliates are accounted for by the cost method.

    Bunge periodically reviews its non-current investments for which fair value
is less than the carrying value to determine if the decline in value is other
than temporary. If the decline in value is judged to be other than temporary,
the carrying value of the investment is written down to fair value. The amount
of any write-down is included in the results of operations.

    In 1998, Bunge International announced its intention to segregate certain of
its agribusiness related subsidiaries into Bunge. Consequently, Bunge
International contributed certain subsidiaries to Bunge and arranged the
divestment of others. Simultaneously, Bunge formalized its plan to divest
certain divisions of the subsidiaries contributed by Bunge International (see
Note 3). The planned legal reorganization was completed in 2000. The
consolidated financial statements reflect the results of operations, financial

                                      F-7
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES GENERAL
(CONTINUED)
position, changes in shareholder's equity and cash flows of the subsidiaries
that have been contributed to Bunge on an as if pooling basis for all periods
presented.

    General corporate overhead cost incurred by Bunge International on behalf of
Bunge have been allocated to Bunge based on an assessment of the actual expenses
incurred to support Bunge's operations. The costs allocated to Bunge were
$22 million, $25 million, and $20 million in 2000, 1999 and 1998, respectively,
and are reported in selling, general and administrative expenses in the
consolidated statements of income. The costs of these services allocated to
Bunge are not necessarily indicative of the costs that would have been incurred
if Bunge had performed these functions as a stand-alone entity. Bunge believes
the allocation method is reasonable.

    USE OF ESTIMATES AND CERTAIN CONCENTRATIONS--The consolidated financial
statements are prepared in conformity with accounting principles generally
accepted in the United States of America and require management to make certain
estimates and assumptions. These may affect the reported amounts of assets and
liabilities at the date of the financial statements. They may also affect the
reported amounts of revenues and expenses during the reporting period. Amounts
affected include, but are not limited to, allowances for doubtful accounts,
useful lives of property, plant and equipment and intangible assets, contingent
liabilities, income tax valuation allowance, other accrued expenses and fair
value of financial instruments. Actual amounts may vary from those estimates.

    The availability and price of agricultural commodities used in Bunge's
operations are subject to wide fluctuations due to unpredictable factors such as
weather, plantings, government (domestic and foreign) farm programs and
policies, changes in global demand created by population growth and higher
standards of living, and global production of similar and competitive crops.

    Bunge has a significant portion of its operations in the United States and
Brazil, which represented 52% and 40%, respectively, of consolidated net sales
in 2000.

    TRANSLATION OF FOREIGN CURRENCY FINANCIAL STATEMENTS--The functional
currency of all foreign subsidiaries of Bunge is the local currency and, as
such, amounts included in the consolidated statements of income are translated
at rates which approximate actual exchange rates at the date of the transaction
(weighted average rates). Assets and liabilities are translated at year-end
exchange rates and resulting foreign exchange translation adjustments are
recorded in the consolidated balance sheets as a component of accumulated other
comprehensive income (loss).

    In July 1997, the Brazilian economy ceased to be considered
hyperinflationary. As a result, Bunge's Brazilian operations began to use the
Brazilian REAL as their functional currency effective January 1, 1998. As a
result of conversion to the Brazilian REAL as the functional currency Bunge
recognized a deferred tax asset of $25 million in other comprehensive income
related to previously unrecognized deferred tax assets on book to tax basis
differences on long-lived assets.

    FOREIGN CURRENCY TRANSACTIONS--Monetary assets and liabilities of Bunge and
its subsidiaries denominated in currencies other than their functional currency
are remeasured into their respective functional currencies at exchange rates in
effect at the balance sheet date. The resulting exchange gains or losses are
included in the consolidated statements of income.

    CASH AND CASH EQUIVALENTS--Cash and cash equivalents include time deposits
and readily marketable securities with original maturity dates of three months
or less.

                                      F-8
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES GENERAL
(CONTINUED)
    MARKETABLE SECURITIES--Marketable securities are classified as trading
securities and are reported at fair value based on quoted market prices with
unrealized gains and losses included in non-operating expenses--net in the
consolidated statements of income.

    DERIVATIVES--Bunge enters into agricultural commodity derivative contracts,
including exchange-traded futures and options, to hedge its related inventories,
purchase and sale contracts and production requirements. These contracts are
predominantly settled in cash.

    For those contracts that hedge inventories, the contracts are recorded at
market values as a component of inventory with the associated changes in market
values recorded as a component of costs of goods sold.

    Bunge's oilseed processing business defers and reflects commodity contract
gains and losses, which hedge anticipated transactions, as adjustments to the
basis of underlying hedge commodities purchased; gains or losses are recognized
in the statement of earnings as a component of cost of goods sold upon sale of
the hedge commodity.

    In general, derivatives used as hedges must be effective at reducing the
risk associated with the exposure being hedged and must be designated as a hedge
at the inception of the contract. Changes in market values of derivative
instruments must be highly correlated with changes in market value of underlying
hedged items both at inception of the hedge and over the life of the hedge
contract. Deferred gains or losses related to any instrument 1) designated, but
ineffective as a hedge of existing assets, liabilities, or firm commitments, or
2) designated as a hedge of an anticipated transaction which is no longer likely
to occur, are recognized immediately in the statement of earnings.

    Bunge also enters into derivative financial instruments, including foreign
currency swaps and purchased call options to limit exposures to changes in
foreign currency exchange rates with respect to its recorded foreign currency
denominated assets and liabilities. Realized and unrealized gains and losses on
foreign exchange swap contracts and changes in the intrinsic value of option
contracts are recognized currently as a component of foreign exchange in the
consolidated statements of income. The forward rate differential on swaps and
the time value premium of the options are recognized over the life of the
contract.

    Bunge does not enter into derivative contracts for purposes of trading.

    INVENTORIES--Inventories in the agribusiness segment, which consist of
merchandisable agricultural commodities, are stated at market value (net
realizable value) adjusted for gains and losses on forward purchase and sale
contracts and exchange traded futures. The merchandisable agricultural
commodities are interchangeable, have immediately quoted market prices, may be
sold without significant further processing and have predictable insignificant
costs of disposal. Changes in the market values of merchandisable agricultural
commodities inventories are recognized in earnings immediately as a component of
cost of goods sold.

    Inventories in the fertilizer and the other business segments are stated at
the lower of cost or market. All other inventories are stated at the lower of
cost or market. Cost is determined using the weighted-average cost method.

    RECOVERABLE TAXES--Recoverable taxes represent Value Added Taxes paid on the
acquisition of raw materials and other services which can be offset against
similar future taxes due on sales.

                                      F-9
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES GENERAL
(CONTINUED)
    PROPERTY, PLANT AND EQUIPMENT, NET--Property, plant and equipment net is
stated at cost less accumulated depreciation and depletion. Major renewals and
improvements are capitalized, while maintenance and repairs are expensed as
incurred. Depreciation is computed on the straight-line method based on the
estimated useful lives of the assets. Included in property, plant, and equipment
are mining properties that are stated at cost less accumulated depletion.
Depletion is computed using the unit-of-production method based on proven and
probable reserves. Useful lives for property, plant and equipment are as
follows:

<TABLE>
<CAPTION>
                                                               YEARS
                                                              --------
<S>                                                           <C>
Buildings...................................................   10-50
Machinery and equipment.....................................    7-15
Furniture, fixtures and other...............................    3-10
</TABLE>

    Bunge capitalizes interest on borrowings during the construction period of
major capital projects. The capitalized interest is recorded as part of the
asset to which it relates and is depreciated over the asset's estimated useful
life.

    GOODWILL AND OTHER INTANGIBLE ASSETS, NET--Goodwill relates to the excess of
the purchase price over the fair value of tangible and identifiable intangible
net assets acquired in an acquisition. It is amortized on a straight-line basis
over its estimated useful life of 40 years. Other intangible assets include
brands and trademarks recorded at fair value at the date of acquisition. They
are amortized on a straight-line basis over their estimated useful lives,
ranging from 10 to 40 years. Accumulated amortization for goodwill, and other
intangible assets was $42 million and $34 million at December 31, 2000 and 1999,
respectively.

    IMPAIRMENT OF LONG-LIVED ASSETS--Bunge reviews for impairment its long lived
assets and identified intangibles whenever events or changes in circumstances
indicate that carrying amounts of an asset may not be recoverable. In performing
the review for recoverability, Bunge estimates the future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest changes) is less
than the carrying amount of the asset, an impairment loss is recognized;
otherwise, no impairment loss is recognized. Measurement of an impairment loss
to be recognized for long-lived assets and identifiable intangibles that Bunge
expects to hold and use is based on the excess of carrying value over the fair
value of the asset.

    Long-lived assets and certain identifiable intangibles to be disposed of are
reported at the lower of carrying amount or fair value less cost to sell.

    The recoverability of goodwill not identified with impaired assets is
evaluated on the basis of management's estimates of the future undiscounted cash
flows associated with the related acquired business.

    STOCK BASED COMPENSATION--Bunge uses APB Opinion 25 and FIN 28 to account
for stock based compensation, accruing costs over the vesting/performance period
and adjusting costs for subsequent changes in the fair market value of the
awards.

    EARNINGS PER SHARE--Basic earnings per common share (EPS) amounts are
computed by dividing consolidated net income by the weighed average number of
common shares outstanding (64,380,000 for 2000, 1999 and 1998). Diluted EPS
amounts are computed assuming the issuance of common stock for all potentially
dilutive securities outstanding. There were no potentially dilutive securities
outstanding for the years ended December 31, 2000, 1999, and 1998.

                                      F-10
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES GENERAL
(CONTINUED)
    INCOME TAXES--Income tax expenses are recognized based on the tax
jurisdictions within which Bunge's subsidiaries operate. Under current Bermuda
law, Bunge is not required to pay taxes in Bermuda on either income or capital
gains. The major tax jurisdictions in which Bunge operates are the U.S. and
Brazil. The provision for income taxes includes income taxes currently payable
and deferred income taxes arising as a result of temporary differences between
financial and tax reporting. Deferred tax assets are offset by valuation
allowances if it is determined that realization is unlikely.

    REVENUE RECOGNITION--Sales of agricultural commodities, fertilizers and all
other products are recognized as risk and title to the product transfer to the
customer, which occurs at the time the shipment is made. Net sales are gross
sales less discounts related to promotional programs and sales taxes.

    Fertilizer products delivered under secured advances to suppliers of
agricultural commodities, which are repaid through the delivery of soybeans, are
accounted for as sales at the date of delivery of the fertilizer product. The
value of the sale is determined based upon the fair value of the fertilizer
product. Bunge recorded sales of fertilizer products sold under secured advances
to suppliers totaling $78 million, $41 million and $28 million in 2000, 1999 and
1998, respectively, as a component of net sales. Bunge has no standing barter
agreements. Had these advances been made in cash rather than fertilizer,
consolidated operating cash flows would have been reduced by $34 million,
$16 million and $30 million in 2000, 1999 and 1998, respectively.

    RESEARCH AND DEVELOPMENT--Research and development costs are expensed as
incurred. Research and development expenses were $5 million, $4 million and
$6 million in 2000, 1999 and 1998, respectively.

    NEW ACCOUNTING PRONOUNCEMENTS--Effective January 1, 2001, Bunge will adopt
Financial Accounting Standards Board ("FASB") Statement of Financial Accounting
Standard ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging
Activities. SFAS 133 established accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts and hedging activities. As a result of this adoption, Bunge will
record, in the first quarter of 2001, an adjustment to income as a cumulative
effect of change in accounting principle of $7 million, net of $4 million tax
expense, for the fair value of previously unrecognized derivative instruments.
Bunge will also record an adjustment to other comprehensive income (loss) of
$(3) million, net of $2 million tax benefit, for derivatives which hedge the
variable cash flows of certain forecasted transactions, which were previously
classified in inventory.

    In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, as amended, Revenue Recognition in Financial
Statements ("SAB 101"), which provides an interpretation of when the revenue
recognition criteria have been met. If a transaction is within the scope of
specific authoritative literature that provides revenue recognition guidance,
that literature should continue to be applied. However, in the absence of
authoritative literature addressing a specific arrangement or a specific
industry, SAB 101 provides additional guidance as to the criteria applied by the
SEC. The additional guidance of SAB 101 did not have any effect on Bunge's
revenue recognition policies.

    In March 2000, the FASB issued Interpretation No. 44: Accounting for Certain
Transactions Involving Stock Compensation--an Interpretation of APB 25 ("FIN
44"). This Interpretation clarifies (a) the definition of an employee for
purposes of applying Opinion No. 25, (b) the criteria for determining whether a
plan qualifies as a non-compensatory plan, (c) the accounting consequence of
various modifications to the terms of a previously fixed stock option or award,
and (d) the accounting for an

                                      F-11
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES GENERAL
(CONTINUED)
exchange of stock compensation awards in a business combination. The adoption of
FIN 44 did not have an effect on Bunge's financial position or results of
operations.

2.  BUSINESS ACQUISITIONS

    BUNGE FERTILIZANTES S.A.--In July 1998, Bunge affected a merger, through a
share exchange, between two of its subsidiaries resulting in the acquisition of
Fertisul S.A., a Brazilian fertilizer company, by Fertilizantes Serrana S.A. The
shareholders of Fertisul S.A. were given a put right, which expired 30 days
after the date of the merger, for their interest in the combined entity. Bunge
has accounted for the merger as an acquisition of a minority interest. The fair
value of the consideration given, including the cash paid on the exercised put
rights of $15 million, was $27 million. Subsequent to the merger, Bunge had a
91% interest in the combined entity Fertilizantes Serrana S.A. No goodwill was
recorded as a result of the above transactions.

    In April 2000, Bunge acquired a 21% interest in, representing 57% of the
voting stock and thus control of, Manah S.A. ("Manah"), a Brazilian fertilizer
company for $47 million in cash, net of cash acquired of $36 million.

    In August 2000, Bunge affected a merger, through a share exchange, between
two of its subsidiaries resulting in the acquisition of Fertilizantes Serrana
S.A. by Manah. The shareholders of Fertilizantes Serrana S.A. were given a put
right, which expired unexercised 30 days after the date of the merger, for their
interest in the combined entity. Bunge has accounted for the merger as an
acquisition of a minority interest. The fair value of the consideration given
was $53 million. Subsequent to the transaction Bunge had a 72% interest in the
combined entity that was renamed Bunge Fertilizantes S.A.

    Prior to the acquisition, both Bunge and Manah had an equity investment in
Fertifos Administracao e Participacao S.A and subsidiaries ("Fosfertil"). As a
result of the acquisition of Manah, Bunge obtained a controlling interest in
Fosfertil, a Brazilian phosphate mining company and producer of intermediary
fertilizer products. Bunge has consolidated the results of operations of Manah
and Fosfertil since April 2000.

                                      F-12
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  BUSINESS ACQUISITIONS (CONTINUED)
    The following table summarizes the allocation of the purchase price in the
April 2000 Manah acquisition, the August 2000 merger of Fertilizantes Serrana
S.A. and Manah, and the consolidation of Fosfertil:

<TABLE>
<S>                                                           <C>
CALCULATION OF PURCHASE PRICE:
  Cash paid.................................................  $  83
  Shares issued.............................................     53
  Current liabilities assumed...............................    288
  Other liabilities assumed.................................    417
                                                              -----
                                                              $ 841
                                                              =====
ALLOCATION OF PURCHASE PRICE:
  Current assets............................................  $ 340
  Property, plant and equipment (excluding mining
  properties)...............................................    542
  Mining properties.........................................    204
  Other assets..............................................     50
  Minority interest.........................................   (179)
                                                              -----
                                                                957

  Previous net investment in Fosfertil under the equity
  method....................................................   (116)
                                                              -----
                                                              $ 841
                                                              =====
</TABLE>

    BUNGE ALIMENTOS S.A.--In September 2000, Bunge affected a merger, through a
share exchange, between two of its subsidiaries resulting in the acquisition of
Santista Alimentos S.A. ("Santista"), representing Bunge's Brazilian edible oil
products and wheat milling and bakery operations, by Ceval Alimentos S.A.
("Ceval"), representing Bunge's Brazilian agribusiness operations. The
shareholders of Santista were given a put right, which expired 30 days after the
date of the merger for their interest in the combined entity. Bunge has
accounted for the merger as an acquisition of minority interest. The fair value
of the consideration given, including the cash paid on the exercised put rights
of $24 million, was $25 million. Subsequent to the merger Bunge had a 71%
interest in the combined entity that was renamed Bunge Alimentos S.A. Goodwill
of $3 million was recorded as a result of the transaction.

    OTHER--In 1998, Bunge acquired two frozen bakery product facilities for a
total cost of $35 million. These acquisitions were accounted for using the
purchase method and resulted in goodwill of $26 million, which is being
amortized over 40 years. The results of operations of these facilities were
consolidated from the date of acquisition.

    In 1998, Bunge acquired the remaining 44% of Bunge Ceval, an Argentine soy
crushing and grain merchandising concern, for cash of $39 million. This
acquisition was accounted for as a purchase and resulted in goodwill of
$17 million, which is being amortized over 40 years. This acquisition was funded
through a capital contribution from Bunge International in the same amount.

    In 1998, Bunge completed several other acquisitions that included an
additional 5% interest in Ceval, a controlling interest in the Argentine port
facility Terminal Bahia Blanca, the remaining interest in Barilla, a Brazilian
pasta concern, and controlling interests in the Brazilian fertilizer concerns
Anhanguera and Takenaka. These acquisitions, totaling $57 million, were paid for
in cash. Goodwill of $2 million was recognized as a result of these
transactions.

                                      F-13
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  BUSINESS ACQUISITIONS (CONTINUED)
    The following unaudited pro forma summary reflects the results of operations
as if the above acquisitions had been consummated as of January 1, 1998, after
including the impact of certain adjustments such as depreciation and depletion
on assets acquired.

<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31,
                                                 --------------------------------------------
(US$ IN MILLIONS EXCEPT PER SHARE DATA)             1998             1999             2000
---------------------------------------             ----             ----             ----
<S>                                              <C>              <C>              <C>
Net sales.................................        $10,041          $ 8,838           $9,782
Net income (loss).........................        $    78          $   (54)          $    8
Net income (loss) per common share........        $  1.21          $  (.84)          $  .12
</TABLE>

    The unaudited pro forma results are not necessarily indicative of what
actually might have occurred if the acquisitions had been completed as of the
beginning of the periods presented. In addition, they are not intended to be a
projection of future results of operations and do not reflect any of the
synergies that might be achieved from combined operations.

3.  DISCONTINUED OPERATIONS

    In March 2001, Bunge committed to a divestiture plan and sold its Brazilian
baked goods division, Plus Vita S.A. to a third party. The divestiture resulted
in a gain to Bunge of approximately $3 million, which will be recorded in 2001.
The net assets of the division at December 31, 2000 and 1999 were $59 million
and $88 million, respectively, and are classified in other current assets.

    In March 1998, Bunge formalized its plan to divest the meat and poultry
division of Bunge Alimentos S.A. through a capital return at book value to Bunge
International. The divestiture was completed in December 1998 through a capital
return of $52 million to Bunge International.

    Accordingly, the operating results for the divisions disposed have been
separately classified and reported for all periods presented.

                                      F-14
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.  DISCONTINUED OPERATIONS (CONTINUED)

    The following table summarizes the financial information related to the
discontinued operations:

<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                                  ------------------------------------
(US$ IN MILLIONS)                                                   1998          1999          2000
-----------------                                                 --------      --------      --------
<S>                                                               <C>           <C>           <C>
Net sales:
  Baked goods division......................................        $117          $ 64          $ 68
  Meat and poultry division.................................        $703          $ --          $ --

Net loss:
  Baked goods division......................................        $ (5)         $(20)         $(10)
  Meat and poultry division.................................        $ (3)         $ --          $ --
</TABLE>

4.  INVENTORIES

    Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                                  ----------------------
(US$ IN MILLIONS)                                                   1999          2000
-----------------                                                 --------      --------
<S>                                                               <C>           <C>
Agribusiness--Readily marketable inventories at market
  value.....................................................       $  642        $  876
Fertilizer..................................................          117           298
Edible oils.................................................           77            60
Wheat milling and bakery....................................           16            17
Other.......................................................           71            60
                                                                   ------        ------
Total.......................................................       $  923        $1,311
                                                                   ======        ======
</TABLE>

    READILY MARKETABLE INVENTORIES AT MARKET VALUE-- Readily marketable
inventories are agricultural commodities inventories that are readily
convertible to cash because of their commodity characteristics, widely available
markets and international pricing mechanisms. Included in readily marketable
inventories was unrealized gains (losses) on related derivative contracts of
$7 million and $(7) million as of December 31, 2000 and 1999, respectively.

5.  OTHER CURRENT ASSETS

    Other current assets consist of the following:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
(US$ IN MILLIONS)                                               1999       2000
-----------------                                             --------   --------
<S>                                                           <C>        <C>
Prepaid commodity purchase contracts........................    $101       $106
Secured advances to suppliers...............................     148        190
Net assets of discontinued operations (Note 3)..............      88         59
Other.......................................................     146        158
                                                                ----       ----
  Total.....................................................    $483       $513
                                                                ====       ====
</TABLE>

                                      F-15
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.  OTHER CURRENT ASSETS (CONTINUED)
    PREPAID COMMODITY PURCHASE CONTRACTS--Prepaid commodity purchase contracts
represent payments to producers in advance of delivery of the underlying
commodities. Prepaid commodity purchase contracts are recorded at the lower of
cost or market.

    SECURED ADVANCES TO SUPPLIERS--Bunge provides cash advances or fertilizer to
suppliers of soybeans to finance a portion of the suppliers' production cost.
The advances are generally collateralized by physical assets of the supplier,
carry a market interest rate and are repaid through the delivery of soybeans.
Secured advances to suppliers are stated at the original value of the advance
plus accrued interest, less allowances for uncollectible advances, which were $0
as of December 31, 2000 and 1999.

6.  PROPERTY, PLANT AND EQUIPMENT, NET

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                                  ----------------------
(US$ IN MILLIONS)                                                   1999          2000
-----------------                                                 --------      --------
<S>                                                               <C>           <C>
Land........................................................       $   67        $   87
Mining properties...........................................           --           182
Buildings...................................................          600           777
Machinery and equipment.....................................        1,652         1,830
Furniture, fixtures and other...............................           53           127
                                                                   ------        ------
                                                                    2,372         3,003
Less accumulated depreciation and depletion.................       (1,204)       (1,324)
Plus construction in process................................          100           180
                                                                   ------        ------
Total.......................................................       $1,268        $1,859
                                                                   ======        ======
</TABLE>

    Bunge capitalized interest on construction in progress in the amount of
$5 million, $6 million and $16 million in 2000, 1999 and 1998, respectively.
Depreciation and depletion expense was $141 million, $94 million and
$116 million in 2000, 1999 and 1998, respectively.

    Bunge identified certain assets which are held for sale and have not been
used in its operations since the date of identification as held for sale. These
assets, which are classified as other non-current assets, have a carrying value
of $5 million ($2 million fertilizer segment, $3 million edible oil products
segment) and $17 million ($8 million agribusiness segment, $6 million fertilizer
segment, $3 million edible oil products segment) as of December 31, 2000 and
1999, respectively, consisting of, land, buildings, machinery and equipment.
Bunge has recorded pre-tax charges of $0 million, $6 million and $7 million
during 2000, 1999 and 1998, respectively, to adjust the carrying value of these
assets to estimated fair value. The fair values of these assets were determined
based on appraised sales values less the cost to sell. Depreciation of these
assets was terminated upon transfer to the "held for sale" category. Bunge has
developed a plan to dispose of these assets and actions have been taken to
complete these plans, including an active plan to find buyers. However, the
eventual sale is dependent upon prevailing market conditions.

7.  INCOME TAXES

    Bunge's principal operations are in the U.S. and Brazil. Bunge has elected
to use the U.S. income tax rates to reconcile between the actual provision for
income taxes and that computed by applying the U.S. statutory rates.

                                      F-16
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.  INCOME TAXES (CONTINUED)
    The components of the income tax (expense) benefit are:

<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                                                  --------------------------------------
(US$ IN MILLIONS)                                                   1998           1999           2000
-----------------                                                 --------       --------       --------
<S>                                                               <C>            <C>            <C>
Current:
  United States............................................         $(26)          $19            $  7
  Brazil...................................................          (14)          (19)            (25)
  Other....................................................           (5)           (2)            (11)
                                                                    ----           ---            ----
                                                                     (45)           (2)            (29)
Deferred:
  United States............................................           (5)          (13)             (2)
  Brazil...................................................           11            45              18
  Other....................................................           (4)           (3)              1
                                                                    ----           ---            ----
                                                                       2            29              17
                                                                    ----           ---            ----
                                                                    $(43)          $27            $(12)
                                                                    ====           ===            ====
</TABLE>

    The components of pre-tax income (loss) before minority interests and
discontinued operations are as follows:

<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                                  ------------------------------------
(US$ IN MILLIONS)                                                   1998          1999          2000
-----------------                                                 --------      --------      --------
<S>                                                               <C>           <C>           <C>
United States...............................................        $ 92          $ 21          $ 9
Brazil......................................................          59           (39)          45
Other.......................................................          25             2           17
                                                                    ----          ----          ---
Total.......................................................        $176          $(16)         $71
                                                                    ====          ====          ===
</TABLE>

                                      F-17
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.  INCOME TAXES (CONTINUED)
    Reconciliation of the income tax benefit (expense) at the U.S. statutory
rate to the effective rate is as follows:

<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                                  ------------------------------------
(US$ IN MILLIONS)                                                   1998          1999          2000
-----------------                                                 --------      --------      --------
<S>                                                               <C>           <C>           <C>
Income (loss) before income tax, minority interests and
  discontinued operations...................................        $176          $(16)         $ 71
Income tax rate.............................................          35%           35%           35%
                                                                    ----          ----          ----
Income tax (expense) benefit at statutory rate..............         (62)            6           (25)
Adjustment to derive effective rate:
Nondeductible items:
  Goodwill amortization.....................................          (6)           (3)           (6)
  Other.....................................................          (8)           (4)            7
Other items:
  Change in valuation allowance.............................          (4)          (32)           (9)
  Adjustment resulting from the finalization of prior year
    tax returns.............................................           4            15             4
Earnings of subsidiaries taxed at different statutory
  rates.....................................................          23            40            11
Other.......................................................          10             5             6
                                                                    ----          ----          ----
Income tax (expense) benefit................................        $(43)         $ 27          $(12)
                                                                    ====          ====          ====
</TABLE>

    During 1999, a U.S.-based wholly owned subsidiary of Bunge recognized a
$10 million tax credit relating to a redetermination of foreign sales
corporation benefits for prior years. This amount is included in the above line
item adjustment resulting from the finalization of prior year tax return.

    Certain subsidiaries of Bunge have subsidiaries with undistributed earnings
amounting to approximately $505 million at December 31, 2000. These are
considered to be permanently reinvested and, accordingly, no provision for
income taxes has been provided. It is not practicable to determine the deferred
tax liability for temporary differences related to these undistributed earnings.

                                      F-18
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.  INCOME TAXES (CONTINUED)

    The primary components of the deferred tax assets and liabilities and the
related valuation allowance are as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
(US$ IN MILLIONS)                                               1999       2000
-----------------                                             --------   --------
<S>                                                           <C>        <C>
Deferred income tax assets:
Net operating loss carry-forwards...........................    $175       $172
Excess of tax basis over financial statement basis of
  property, plant and equipment.............................      23         18
Accrued retirement costs (pension and post-retirement cost)
  and other accrued employee compensation...................      26         23
Other accruals and reserves not currently deductible for tax
  purposes..................................................      99        161
Other.......................................................      18          6
                                                                ----       ----
Total deferred tax assets...................................     341        380
Less valuation allowance....................................    (125)       (95)
                                                                ----       ----
Net deferred tax assets.....................................     216        285
                                                                ----       ----
Deferred tax liabilities:
Excess of financial statement basis over tax basis of
  property, plant and equipment.............................      80        207
Other.......................................................      18         31
                                                                ----       ----
Total deferred tax liabilities..............................      98        238
                                                                ----       ----
Net deferred tax assets.....................................    $118       $ 47
                                                                ====       ====
</TABLE>

    Such assets and liabilities are reflected on Bunge's consolidated balance
sheets, as follows:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
(US$ IN MILLIONS)                                               1999       2000
-----------------                                             --------   --------
<S>                                                           <C>        <C>
Current deferred income tax assets..........................    $  9       $ 21
Non-current deferred tax assets.............................     146        169
Other current liabilities...................................      --         (2)
Non-current deferred tax liabilities........................     (37)      (141)
                                                                ----       ----
Net deferred tax assets.....................................    $118       $ 47
                                                                ====       ====
</TABLE>

    Bunge's gross tax loss carry-forwards totaled $407 million as of
December 31, 2000 of which $340 million have no expiration. However, applicable
income tax regulations limit some of these tax losses available for offset of
future taxable income to 30% of annual pre-tax income. The remaining tax loss
carry-forwards expire at various periods through the year 2020.

    Bunge continually reviews the adequacy of the valuation allowance and is
recognizing these tax benefits only as reassessment indicates that it is more
likely than not that the benefits will be realized. The valuation allowance
recorded relates to net operating loss carry-forwards in Bunge's Brazilian
subsidiaries. Brazilian tax law does not provide for the filing of a
consolidated tax return. Therefore, taxable income at one legal entity cannot be
offset with tax losses at another. As such, Bunge records a valuation allowance
for the net operating loss carry-forwards generated at legal entities in Brazil
for which management

                                      F-19
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.  INCOME TAXES (CONTINUED)
believes that it is more likely than not that an asset will not be realized.
Bunge increased the valuation allowance by $9 million in 2000 due to the net
operating loss carry-forwards generated at these entities.

    In 2000, 1999 and 1998, Bunge paid (received) income taxes, net of refunds,
of $20 million, $(4) million and $54 million, respectively.

8.  FINANCIAL INSTRUMENTS

    Bunge uses various financial instruments in the course of its operations,
including certain components of working capital such as cash and cash
equivalents, accounts receivable and accounts payable. Additionally, Bunge uses
short-term and long-term debt to fund operating requirements and derivative
financial instruments to manage its foreign exchange and commodity price risk
exposures. The counterparties to these financial instruments are primarily major
financial institutions and BNDES (Banco Nacional de Desenvolvimento Economico e
Social) of the Brazilian government, or in the case of commodity futures and
options, a commodity exchange. Bunge continually evaluates the creditworthiness
of its counterparties and has not experienced, nor does it anticipate,
nonperformance by any of these institutions. Bunge had no significant
concentration of credit risk at December 31, 2000. The cash requirements arising
from derivative contracts are not expected to be significant.

    FAIR VALUE OF FINANCIAL INSTRUMENTS--The carrying amounts and fair values of
financial instruments are as follows:

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                             -----------------------------------------
                                                                    1999                  2000
                                                             -------------------   -------------------
                                                             CARRYING     FAIR     CARRYING     FAIR
(US$ IN MILLIONS)                                             VALUE      VALUE      VALUE      VALUE
-----------------                                            --------   --------   --------   --------
<S>                                                          <C>        <C>        <C>        <C>
Cash and cash equivalents..................................   $  363     $  363     $  423     $  423
Marketable securities......................................       --         --         61         61
Short-term debt............................................      708        708      1,268      1,268
Long-term debt, including current portion..................    1,121      1,035      1,257      1,206
Guarantees.................................................   $   --     $   76     $   --     $   26
</TABLE>

    CASH AND CASH EQUIVALENTS--The carrying value approximates the fair value.
All investment instruments with a maturity of three months or less are
considered cash equivalents.

    MARKETABLE SECURITIES--The fair value was determined based on quoted market
prices.

    SHORT-TERM DEBT--The carrying value approximates the fair value because of
the short-term maturity of those instruments.

    LONG-TERM DEBT--The fair value of long-term loans was calculated based on
interest rates currently available to Bunge for similar borrowings.

    GUARANTEES--The fair value of the guarantees for the payment of long-term
loans of affiliated companies was $26 million (see Note 12). The fair value of
these guarantees was calculated based on interest rates currently available to
Bunge.

    FOREIGN CURRENCY RISK MANAGEMENT--At December 31, 2000 and 1999, Bunge had
cross-currency swaps outstanding with notional principal amounts of
$245 million and $461 million, respectively. At December 31, 2000 and 1999,
Bunge had foreign currency options with notional principal amounts of

                                      F-20
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.  FINANCIAL INSTRUMENTS (CONTINUED)
$145 million and zero outstanding, respectively. The average maturity of Bunge's
position at December 31, 2000 was less than one year.

    The following reflects the various types of foreign currency contracts used
by Bunge to manage its foreign currency risk:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                              -----------------------------------------
                                                                     1999                  2000
                                                              -------------------   -------------------
                                                              CARRYING     FAIR     CARRYING     FAIR
(US$ IN MILLIONS)                                              VALUE      VALUE      VALUE      VALUE
-----------------                                             --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
Foreign currency swaps......................................    $(27)      $(25)       $4         $4
Foreign currency options....................................    $ --       $ --        $1         $1
</TABLE>

9.  SHORT-TERM DEBT AND CREDIT FACILITIES

    Short-term borrowing consists of the following:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
(US$ IN MILLIONS)                                               1999       2000
-----------------                                             --------   --------
<S>                                                           <C>        <C>
Commercial paper with an average interest rate of 6.7% at
  December 31, 2000.........................................    $ --      $  590
Lines of credit:
  Unsecured variable and fixed interest rates from 6.8% to
    16.0%...................................................     671         603
Other.......................................................      37          75
                                                                ----      ------
Total short-term borrowings.................................    $708      $1,268
                                                                ====      ======
</TABLE>

    In 2000, Bunge initiated a commercial paper program totaling $700 million,
to fund working capital requirements.

    Bunge's short-term borrowings, predominately held with commercial banks, are
primarily used to fund readily marketable inventories and other working capital
requirements. The weighted average interest rate on short-term borrowings
outstanding as of December 31, 2000 and 1999 was 7.4% and 7.8%, respectively.

    At December 31, 2000, Bunge had approximately $531 million available
borrowing capacity under lines of credit with a number of lending institutions.

                                      F-21
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.  LONG-TERM DEBT

    Long-term obligations are summarized below:

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              -------------------
(US$ IN MILLIONS)                                               1999       2000
-----------------                                             --------   --------
<S>                                                           <C>        <C>
PAYABLE IN U.S. CURRENCY (DOLLAR):
Senior notes, fixed interest rates from 7.23% to 7.94%
  maturing through 2018.....................................   $  177     $  172
Trust certificates, fixed interest rates from 8.51% to 8.61%
  payable 2003 to 2005......................................       --        125
Note collateralized by future export commodity contracts,
  fixed interest rate
  9.25% due 2002............................................      225        169
Other notes payable, fixed interest rates from 6.75% to
  13.4%, payable
  through 2006..............................................      408        224
Long-term debt, variable interest rates indexed to LIBOR(1)
  plus 2.5% to 3.87%,
  payable through 2008......................................      145        244
Other.......................................................       24          7

PAYABLE IN BRAZILIAN CURRENCY (REAL):
BNDES(2) loans, variable interest rate indexed to IGPM(3)
  plus 6.5%, payable
  through 2007..............................................       49        241
Long-term variable interest rate indexed to TJLP(4) plus
  4.5% to 10%, payable through 2007.........................       79         66
Other.......................................................       14          9
                                                               ------     ------
                                                                1,121      1,257
Less: Installments due within one year......................     (328)      (254)
                                                               ------     ------
Total long-term debt........................................   $  793     $1,003
                                                               ======     ======
</TABLE>

------------------------

(1)  LIBOR as of December 31, 2000 and 1999 was 6.2% and 6.1%, respectively.

(2)  "BNDES" (Banco Nacional de Desenvolvimento Economico e Social) loans are
      Brazilian government industrial development loans.

(3)  "IGPM" is a Brazilian inflation index published by Fundacao Getulio Vargas.
      The annualized rate for the year ended December 31, 2000 and 1999 was
    9.95% and 20.1%, respectively.

(4)  "TJLP" is a long-term interest rate reset by the Brazilian government on a
      quarterly basis. The annualized rate for the year ended December 31, 2000
    and 1999 was 12.0% and 13.2%, respectively.

    Certain land, property, equipment, investments in consolidated subsidiaries
and export commodity contracts, having a net carrying value of approximately
$498 million at December 21, 2000 have been mortgaged or otherwise pledged
against long-term debt of $450 million at December 31, 2000.

                                      F-22
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.  LONG-TERM DEBT (CONTINUED)
    Principal maturities of long-term debt as of December 31, 2000 are as
follows:

<TABLE>
<CAPTION>
                                                              (US$ IN MILLIONS)
                                                              -----------------
<S>                                                           <C>
2001........................................................        $  254
2002........................................................           283
2003........................................................           268
2004........................................................           101
2005........................................................           117
Later years.................................................           234
                                                                    ------
                                                                    $1,257
                                                                    ======
</TABLE>

    Bunge is in compliance with various restrictive covenants in the long-term
debt agreements which require satisfaction of certain financial covenants
related to minimum net worth and working capital and a maximum long-term debt to
net worth ratio.

    In December 2000, Bunge issued $125 million of trust certificates due
between 2003 and 2005. Interest is fixed at rates between 8.51% and 8.61%. The
net proceeds were used to repay existing short-term indebtedness.

11.  EMPLOYEE BENEFIT PLANS

    EMPLOYEE DEFINED BENEFIT PLAN--A U.S.-based wholly owned subsidiary of Bunge
sponsors noncontributory defined benefit pension plans covering substantially
all employees of the wholly owned subsidiary. The plans provide benefits based
primarily on participants' salary and length of service.

    The subsidiary's funding policy for the defined benefit pension plan is to
fund at least those amounts required by the Employee Retirement Income Security
Act of 1974 and no more than those amounts permitted by the Internal Revenue
Code. The plans' assets are primarily held in fixed income and equity
investments.

    POSTRETIREMENT HEALTHCARE BENEFIT PLAN--A U.S.-based wholly owned subsidiary
of Bunge has a benefit plan to provide certain healthcare benefits to eligible
retired employees. The plan requires minimum employee contributions and defines
the maximum amount the subsidiary will pay.

                                      F-23
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.  EMPLOYEE BENEFIT PLANS (CONTINUED)
    A reconciliation of the changes in the plans' benefit obligation, assets and
funded status as of December 31, 2000 and 1999 follows:

<TABLE>
<CAPTION>
                                                              PENSION BENEFITS       OTHER BENEFITS
                                                                DECEMBER 31,          DECEMBER 31,
                                                             -------------------   -------------------
(US$ IN MILLIONS)                                              1999       2000       1999       2000
-----------------                                            --------   --------   --------   --------
<S>                                                          <C>        <C>        <C>        <C>
Change in benefit obligations:
  Benefit obligation as of beginning of year...............    $ 95       $101       $ 22       $ 23
  Service cost.............................................       3          3          1          1
  Interest cost............................................       7          7          1          1
  Actuarial losses (gains), net............................       1         (4)        --          1
  Benefits paid............................................      (5)        (5)        (1)        (1)
                                                               ----       ----       ----       ----
Benefit obligation as of end of year.......................    $101       $102       $ 23       $ 25
                                                               ====       ====       ====       ====
Change in plan assets:
  Fair value of plan assets as of beginning of year........    $106       $110       $ --       $ --
  Actual return on plan assets.............................       8         14         --         --
  Employer contributions...................................       1          1          1          1
  Benefits paid............................................      (5)        (5)        (1)        (1)
                                                               ----       ----       ----       ----
Fair value of plan assets as of end of year................    $110       $120       $ --       $ --
                                                               ====       ====       ====       ====
Funded status and net amounts recognized:
Plan assets in excess of (less than) benefit obligation....    $  9       $ 18       $(23)      $(25)
Unrecognized net actuarial gain............................     (11)       (21)        (1)        --
Unrecognized net transition asset..........................      (3)        (3)        --         --
                                                               ----       ----       ----       ----
Net liability recognized in the balance sheet..............    $ (5)      $ (6)      $(24)      $(25)
                                                               ====       ====       ====       ====
Amounts recognized in the balance sheet consist of:
Prepaid benefit costs......................................    $  6       $  6       $ --       $ --
Accrued benefit costs......................................     (11)       (12)       (24)       (25)
                                                               ----       ----       ----       ----
Net liability recognized in other non-current
  liabilities..............................................    $ (5)      $ (6)      $(24)      $(25)
                                                               ====       ====       ====       ====
</TABLE>

    The components of net periodic costs are as follows:

<TABLE>
<CAPTION>
                                                         PENSION BENEFITS                  OTHER BENEFITS
                                                     YEAR ENDED DECEMBER 31,          YEAR ENDED DECEMBER 31,
                                                  ------------------------------   ------------------------------
(US$ IN MILLIONS)                                   1998       1999       2000       1998       1999       2000
-----------------                                 --------   --------   --------   --------   --------   --------
<S>                                               <C>        <C>        <C>        <C>        <C>        <C>
Service cost....................................    $ 3        $ 3        $ 3         $1         $1         $1
Interest cost...................................      7          7          7          1          1          1
Expected return on plan assets..................     (8)        (8)        (8)        --         --         --
Amortization of transition obligation...........     (1)        (1)        (1)        --         --         --
                                                    ---        ---        ---         --         --         --
Net periodic benefit costs......................    $ 1        $ 1        $ 1         $2         $2         $2
                                                    ===        ===        ===         ==         ==         ==
</TABLE>

                                      F-24
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.  EMPLOYEE BENEFIT PLANS (CONTINUED)
    The assumptions used in determining the actuarial present value of the
projected benefit obligations under the defined benefit pension plan at
December 31, 2000, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                                1998           1999           2000
                                                              --------       --------       --------
<S>                                                           <C>            <C>            <C>
Discount rate...............................................    7.0%           7.0%           7.5%
Increase in future compensation levels......................    4.5%           4.5%           5.0%
Expected long-term rate of return on assets.................    9.0%           9.0%           9.0%
</TABLE>

    For measurement purposes, an 8% annual rate of increase in the per capita
cost of covered healthcare benefits was assumed for 2001. The rate was assumed
to decrease gradually to 6% for 2003 and remain at that level thereafter.

    A one-percentage point change in assumed health care cost trend rates would
have the following effects as of December 31, 2000:

<TABLE>
<CAPTION>
                                                              ONE-PERCENTAGE   ONE-PERCENTAGE
                                                                  POINT            POINT
(US$ IN MILLIONS)                                                INCREASE         DECREASE
-----------------                                             --------------   --------------
<S>                                                           <C>              <C>
Effect on total service and interest cost components........       $ -              $ -
Effect on postretirement benefit obligation.................       $ 2              $ 2
</TABLE>

    EMPLOYEE DEFINED CONTRIBUTION PLANS--Bunge also makes contributions to
qualified defined contribution plans for eligible employees. Contributions
amounted to $4 million, $4 million, and $4 million in 2000, 1999 and 1998
respectively.

12.  RELATED PARTY TRANSACTIONS

    Bunge and its affiliates have lent funds to each other on a revolving basis
at various interest rates generally based on LIBOR plus a spread. These
borrowings, other than the subordinated notes, were payable on demand at the
option of the lender. Balances with related parties are as follows:

<TABLE>
<CAPTION>
                                                                                                          DECEMBER 31,
                                                                                   BALANCE SHEET       -------------------
(US$ IN MILLIONS)               RELATIONSHIP          TRANSACTION TYPE            CLASSIFICATION         1999       2000
-----------------               ------------   ------------------------------  ---------------------   --------   --------
<S>                             <C>            <C>                             <C>                     <C>        <C>
Bunge International...........  Shareholder    Related party loan-var.         Non-current assets        $105       $ --
                                               interest rate
Seara Alimentos S.A.,.........  Affiliate      Related party loan-10%          Non-current assets         109         --
                                               interest bearing
Other affiliates..............  Affiliates     Related party loan-var.         Non-current assets          25         --
                                               interest rate
                                                                                                         ----       ----
                                                                                                         $239       $ --
                                                                                                         ====       ====
Bunge International...........  Shareholder    Subordinated notes--5%          Long-term liabilities       41         --
                                               interest bearing                                          $          $
                                                                                                         ====       ====
</TABLE>

    Bunge recorded net interest income (expense) relating to these related party
loans totaling $4 million, $7 million, and $(4) million for the year ended
December 31, 2000, 1999 and 1998, respectively. Shareholder's equity at
December 31, 2000 includes long-term note receivable from Bunge International
relating to a $126 million capital contribution. During 1999 and 1998, Bunge
International contributed additional capital of $93 million and $39 million,
respectively.

    Bunge sells soybean meal and fertilizer products to Seara Alimentos S.A., a
subsidiary of Bunge International, engaged in the business of meat and poultry
production. These sales were $20 million, $4 million and $4 million for the year
ended December 31, 2000, 1999 and 1998, respectively.

                                      F-25
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13.  COMMITMENTS AND CONTINGENCIES

    Bunge is party to a large number of claims and lawsuits, primarily tax and
labor claims, arising in the normal course of business. After taking into
account the liabilities recorded for the foregoing matters, management believes
that the ultimate resolution of such matters will not have a material adverse
affect on Bunge's financial condition, results of operations or liquidity.
Included in other non-current liabilities as of December 31, 2000 and 1999 are
the following accrued liabilities:

<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
                                                                 -----------------------
                                                                   1999           2000
                                                                 --------       --------
                                                                    (US$ IN MILLIONS)
<S>                                                              <C>            <C>
Tax claims................................................         $ 78           $131
Labor claims..............................................           64             86
Civil and other...........................................           23             19
                                                                   ----           ----
Total.....................................................         $165           $236
                                                                   ====           ====
</TABLE>

    TAX CLAIMS--The tax claims relate principally to claims against Bunge's
Brazilian subsidiaries, including income tax claims, value added tax claims
(ICMS and IPI) and sales tax claims (PIS and COFINS). The determination of the
manner in which various Brazilian federal, state and municipal taxes apply to
the operations of Bunge is subject to varying interpretations arising from the
complex nature of Brazilian tax law as well as changes in tax laws introduced by
the PLANO REAL in 1994 and the current Brazilian constitution established in
1988.

    LABOR CLAIMS--The labor claims relate principally to claims against Bunge's
Brazilian subsidiaries. Court rulings under Brazilian labor laws have
historically been in favor of the employee-plaintiff. The labor claims primarily
relate to dismissals, severance, health and safety, salary adjustments and
supplementary retirement benefits.

    CIVIL AND OTHER--The civil and other claims relate to various disputes with
suppliers and customers.

    Bunge has issued several direct and indirect guarantees for the payment of
long-term loans of its joint ventures totaling approximately $26 million and
$76 million at December 31, 2000 and 1999, respectively. Management believes
that these guarantees will not adversely affect Bunge's financial condition,
results of operations or liquidity.

14.  REDEEMABLE PREFERRED STOCK

    In December 2000, Bunge First Capital Limited ("First Capital"), a
special-purpose subsidiary of Bunge, issued 170,000, $.01 cent par value shares
of cumulative variable rate redeemable preferred shares to private investors for
$170 million. First Capital used the proceeds to make loans to subsidiaries of
Bunge for their working capital requirements. The results of First Capital are
included in Bunge's consolidated financial statements and all intercompany
transactions are eliminated. The holders of the preferred shares are entitled to
receive cumulative variable rate cash dividends paid quarterly which is
calculated based on three-month LIBOR plus a variable spread. If more than one
quarterly dividend is unpaid, and upon the occurrence of certain other events,
the preferred shareholders may require First Capital to arrange for the sale of
the preferred stock to third parties on behalf of the preferred shareholders
based on the issue price plus accrued and unpaid dividends, or take certain
other actions to protect the interests of the preferred shareholders.

                                      F-26
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14.  REDEEMABLE PREFERRED STOCK (CONTINUED)
    First Capital may redeem the preferred stock, in whole or in part, for the
issue price plus accrued and unpaid dividends, at the earliest of
(i) January 31, 2002, (ii) receipt of notice that the preferred shareholders
intend to exercise their rights described above, (iii) the date Bunge files a
registration statement related to an initial public offering of Bunge stock, and
(iv) certain other events.

    First Capital is a separate legal entity from Bunge and has separate assets
and liabilities. The carrying value of these shares at December 31, 2000 was
$170 million and is reflected in minority interest in the consolidated balance
sheet.

15.  LEASE COMMITMENTS

    Bunge routinely leases storage facilities, transportation equipment and
office facilities under operating leases.

    Minimum lease payments under non-cancelable operating leases as of
December 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                                              (US$ IN MILLIONS)
                                                              -----------------
<S>                                                           <C>
2001........................................................         $ 25
2002........................................................           22
2003........................................................           17
2004........................................................           12
2005........................................................            6
Thereafter..................................................           20
                                                                     ----
                                                                     $102
                                                                     ====
</TABLE>

    Rent expense under non-cancelable operating leases was $32 million,
$31 million and $22 million for 2000, 1999 and 1998, respectively.

16.  IMPAIRMENT AND RESTRUCTURING CHARGES

    Bunge recorded $49 million of impairment and restructuring charges in 2000,
principally related to the write-downs of certain long-lived assets, including
four oilseed processing facilities. The write-downs were taken in response to a
downturn in the agribusiness industry and the advancement in technology in
certain product lines within the edible oil products segment and the corn
products segment. The majority of the assets continue to be utilized in the
business and are not currently held for sale. The charges included $44 million
of non-cash write-down of property, plant and equipment and employee termination
costs paid of $5 million. The carrying value of these assets was written down to
their estimated fair value.

                                      F-27
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

17.  NON-OPERATING INCOME (EXPENSE)--NET

    Non-operating expenses--net consists of income and (expense) items as
follows:

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                         ------------------------------------
(US$ IN MILLIONS)                                          1998          1999          2000
-----------------                                        --------      --------      --------
<S>                                                      <C>           <C>           <C>
Interest income....................................       $ 268         $ 156         $ 138
Interest expense...................................        (144)         (166)         (202)
Interest expense on readily marketable
  inventories......................................         (36)          (40)          (52)
Foreign exchange...................................        (236)         (255)         (116)
Other income.......................................          28             9             7
                                                          -----         -----         -----
Total non-operating income (expense)--net                 $(120)        $(296)        $(225)
                                                          =====         =====         =====
</TABLE>

    INTEREST EXPENSE ON READILY MARKETABLE INVENTORIES--Readily marketable
inventories are agricultural commodities inventories that are readily
convertible to cash because of their commodity characteristics, widely available
markets and international pricing mechanisms. Bunge attributes interest expense
to these inventories based on the average interest rates incurred on the
short-term debt used to finance these inventories.

    In 2000, 1999 and 1998, Bunge paid interest, net of interest capitalized, of
$244 million, $220 million and $212 million, respectively.

18.  STOCK BASED COMPENSATION

    In 2000, Bunge established the Bunge Limited Equity Incentive Plan. Under
the plan, the compensation committee of the board may award equity-based
compensation to officers and other employees. Awards under the plan may be in
the form of either qualified or nonqualified stock options, restricted stock or
other awards. The specific terms of each award made under the plan, including
how such award will vest, will be described in the participant's award
agreement.

    As of December 31, 2000, Bunge had not issued any stock options or
restricted shares under the plan. Other awards granted during 2000 included
stock appreciation rights ("SARs") and performance based phantom units ("Phantom
Units").

    The SARs and Phantom Units do not represent the right to receive Bunge
stock, do not provide the right to vote on shareholder matters or receive
dividends, and are settled in cash at the exercise date. The number of SARs and
Phantom Units granted during 2000 and their fair values were adjusted to give
effect to the changes in Bunge's capital structure described in Note 20.

    SARS--SARs are granted at market value on the grant date and vest on a
pro-rata basis over a three-year period on the anniversary date of the grant
(the "grant price"). SARs entitle the participant upon exercise of vested SARs
to a cash payment for the difference between the fair value of the SAR at the
exercise date and the grant price. However, vesting may be accelerated in
certain situations such as a change in control of Bunge. The SARs expire
10 years after the date of grant if unexercised. Bunge granted 569,060 SARs in
2000 at a grant price of $18.87 per share, all of which remained outstanding at
December 31, 2000.

    PHANTOM UNITS--Phantom Units are awarded at the beginning of a three-year
performance period and are earned as vested. Vesting is dependent upon Bunge
obtaining certain targeted cumulative earnings per share ("EPS") growth during
the three-year period. The targeted cumulative EPS under the plan is based

                                      F-28
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

18.  STOCK BASED COMPENSATION (CONTINUED)
on income per share from continuing operations adjusted for non-recurring
charges and other one time events at the discretion of the 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 Phantom Units vest if the minimum target is achieved
and 150% of the granted Phantom Units vest if the maximum target is achieved. No
vesting occurs if cumulative EPS growth is less than the minimum target and the
award is capped at 150% of the grant for cumulative EPS performance in excess of
the maximum target. Bunge granted 199,207 Phantom Units in 2000 related to the
2000-2002 performance period.

    In the event of a public offering, Bunge's compensation committee at its
sole discretion may, after giving effect proportionally to changes in Bunge's
capital structure, elect to convert the SARs into nonqualified stock options
and/or convert the Phantom Units into restricted stock. In the event of such a
conversion, the vesting schedule of the stock options and/or restricted stock
will remain as set in the award agreement.

    For the year ended December 31, 2000, total compensation expense recognized
for all stock based compensation awards was approximately $1 million.

19.  OPERATING SEGMENTS AND GEOGRAPHIC AREAS

    Bunge has five reporting segments, which are organized based upon similar
economic characteristics and are similar in nature of products and services
offered, the nature of production processes, the type and class of customer and
distribution methods. The agribusiness segment is characterized by both inputs
and outputs being agricultural commodities and thus high volume and low margin.
The activities of the fertilizer segment include raw material mining, mixing
fertilizer components and marketing products. The edible oil products segment
involves the manufacturing and marketing of products derived from vegetable
oils. The wheat milling and bakery products segment involves the manufacturing
and marketing of products derived primarily from wheat. The other segment
consists of the soy ingredients and corn products businesses.

    The "Unallocated" column in the following table contains the reconciliation
between the totals for reportable segments and Bunge consolidated totals, which
consists primarily of corporate items not allocated to the operating segments
and intersegment eliminations. Transfers between the segments are generally
valued at market. The revenues generated from these transfers are shown in the
following table as "Intersegment revenues."

                                      F-29
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19.  OPERATING SEGMENTS AND GEOGRAPHIC AREAS (CONTINUED)
                         OPERATING SEGMENT INFORMATION

<TABLE>
<CAPTION>
                                                               EDIBLE     WHEAT MILLING
                                                                OIL        AND BAKERY
(US$ IN MILLIONS)                AGRIBUSINESS   FERTILIZER    PRODUCTS      PRODUCTS       OTHER     UNALLOCATED    TOTAL
-----------------                ------------   ----------   ----------   -------------   --------   -----------   --------
<S>                              <C>            <C>          <C>          <C>             <C>        <C>           <C>
1998
Net sales to external
  customers....................     $5,894        $  625       $1,923         $447         $ 214        $  --       $9,103
Intersegment revenues..........        431            --           --           --            --         (431)          --
Gross profit...................        294            90          182           57            47           --          670
Income from operations.........        162            47           54            3            26            4          296
EBITDA(1)......................        220            68           86           18            49           (1)         440
Depreciation, depletion and
  amortization.................         58            21           32           15            13            5          144
Investments in affiliates......         41            99           --            7            --           --          147
Total assets...................      3,115           810          793          526           239          331        5,814
Capital expenditures...........        141            38           61           10            29           --          279

1999
Net sales to external
  customers....................     $5,517        $  605       $1,109         $579         $ 265        $  --       $8,075
Intersegment revenues..........        280            --           --           --            --         (280)          --
Gross profit...................        203           148          139           85            37           --          612
Income from operations.........         92           106           41           24            27          (10)         280
EBITDA(1)......................        138           117           61           35            37           (7)         381
Depreciation, depletion and
  amortization.................         46            11           20           11            10            3          101
Investments in affiliates......         29           130           --            7            --           --          166
Total assets...................      2,595           694          431          433           204          254        4,611
Capital expenditures...........         74            16           39            7             4           --          140

2000
Net sales to external
  customers....................     $6,327        $1,466       $1,019         $527         $ 328        $  --       $9,667
Intersegment revenues..........        213            --           --           --            --         (213)          --
Gross profit...................        223           238          143           51            28           --          683
Income from operations.........         91           153           34           10             8           --          296
EBITDA(1)......................        144           205           50           25            19            2          445
Depreciation, depletion and
  amortization.................         53            52           16           15            11            2          149
Impairment and restructuring
  charges......................         39            --            5           --             5           --           49
Investments in affiliates......         24            22           --            8            --           --           54
Total assets...................      2,938         1,731          480          286           190          229        5,854
Capital expenditures...........         56            90           17           17             4           --          184
</TABLE>

------------------------------

(1)  Earnings before interest, taxes, depreciation and amortization, ("EBITDA")
     equals income from operations plus depreciation, depletion and
    amortization.

                                      F-30
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19.  OPERATING SEGMENTS AND GEOGRAPHIC AREAS (CONTINUED)
    Net sales by product group to external customers were as follows:

<TABLE>
<CAPTION>
(US$ MILLIONS)                                                  1998       1999       2000
--------------                                                --------   --------   --------
<S>                                                           <C>        <C>        <C>
Agricultural commodities products...........................   $5,894     $5,517     $6,327
Fertilizer products.........................................      625        605      1,466
Edible oil products.........................................    1,923      1,109      1,019
Wheat milling and bakery products...........................      447        579        527
Soy ingredient products.....................................       15         56         71
Corn products...............................................      199        209        257
                                                               ------     ------     ------
                                                               $9,103     $8,075     $9,667
                                                               ======     ======     ======
</TABLE>

    Geographic area information for net sales to external customers, determined
based on the country of origin, and long-lived assets follows:

<TABLE>
<CAPTION>
(US$ IN MILLIONS)                                               1998       1999       2000
-----------------                                             --------   --------   --------
<S>                                                           <C>        <C>        <C>
Net sales to external customers:
  United States.............................................   $5,084     $4,786     $5,027
  Brazil....................................................    3,580      2,904      3,894
  Rest of world.............................................      439        385        746
                                                               ------     ------     ------
                                                               $9,103     $8,075     $9,667
                                                               ======     ======     ======
Long-lived assets(a):
  United States.............................................   $  462     $  489     $  489
  Brazil....................................................    1,439      1,023      1,503
  Rest of world.............................................      141        128        121
                                                               ------     ------     ------
                                                               $2,042     $1,640     $2,113
                                                               ======     ======     ======
</TABLE>

------------------------

(a) Long-lived assets include net property, plant and equipment, net, goodwill
    and other intangible assets, net and investments in affiliates.

20.  SUBSEQUENT EVENTS

    Between July 5, 2001 and July 12, 2001, Bunge's Board of Directors approved:
(i) the exchange of 12,000 common shares, par value $1.00 per share, for
1.2 million common shares, par value $.01 per share with Bunge International,
(ii) the declaration and payment of a 52.65-for-1 share dividend, (iii) an
increase in Bunge's authorized share capital to 240 million common shares, par
value $.01 per share, (iv) the authorization of 9,760,000 shares of undesignated
preference shares and (v) the authorization of 240,000 shares of Series A
Preference Shares.

    The common shares data presented herein has been restated for all periods to
reflect the effects of the share exchange and share dividend above.

                                      F-31
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

                      CONSOLIDATED INTERIM BALANCE SHEETS

             (UNITED STATES DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,    MARCH 31,
                                                                  2000          2001
                                                              ------------   -----------
                                                                             (UNAUDITED)
<S>                                                           <C>            <C>
                           ASSETS

Current assets:
  Cash and cash equivalents.................................     $  423         $  324
  Marketable securities.....................................         61             23
  Trade accounts receivables (less allowance of $59 and
    $57)....................................................        873            742
  Inventories (Note 3)......................................      1,311          1,169
  Recoverable taxes.........................................        225            174
  Deferred income taxes.....................................         21             23
  Other current assets......................................        513            388
                                                                 ------         ------
Total current assets........................................      3,427          2,843
                                                                 ------         ------
Property, plant and equipment, net..........................      1,859          1,765
Goodwill and other intangible assets, net...................        200            186
Investments in affiliates...................................         54             55
Deferred income taxes.......................................        169            156
Other non-current assets....................................        145            142
                                                                 ------         ------
TOTAL ASSETS................................................     $5,854         $5,147
                                                                 ======         ======
            LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
  Short-term debt...........................................     $1,268         $  914
  Current portion of long-term debt.........................        254            248
  Trade accounts payable....................................        839            705
  Other current liabilities.................................        385            360
                                                                 ------         ------
Total current liabilities...................................      2,746          2,227
                                                                 ------         ------
Long-term debt..............................................      1,003            950
Deferred income taxes.......................................        141            127
Other non-current liabilities...............................        282            283

Commitments and contingencies (Note 7)

Minority interest in subsidiaries...........................        543            484

Shareholder's equity:
  Common stock, par value $.01; 240,000,000 authorized,
    64,380,000 issued and outstanding shares and additional
    paid-in capital.........................................      1,429          1,429
  Shareholder receivable (Note 6)...........................       (126)          (110)
  Retained earnings.........................................        309            315
  Accumulated other comprehensive loss......................       (473)          (558)
                                                                 ------         ------
Total shareholder's equity..................................      1,139          1,076
                                                                 ------         ------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY..................     $5,854         $5,147
                                                                 ======         ======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-32
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

                   CONSOLIDATED INTERIM STATEMENTS OF INCOME

             (UNITED STATES DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                              -------------------------
                                                                 2000          2001
                                                                 ----          ----
                                                              (UNAUDITED)   (UNAUDITED)
<S>                                                           <C>           <C>
Net sales...................................................  $     2,005   $     2,472
Cost of goods sold..........................................        1,911         2,316
                                                              -----------   -----------
GROSS PROFIT................................................           94           156
Selling, general and administrative expenses................           80            82
                                                              -----------   -----------
INCOME FROM OPERATIONS......................................           14            74
Non-operating income (expense)--net (Note 8)................          (12)          (73)
                                                              -----------   -----------
INCOME BEFORE INCOME TAX, MINORITY INTEREST, DISCONTINUED
  OPERATIONS AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  PRINCIPLE.................................................            2             1
Income tax expense..........................................           (1)           --
                                                              -----------   -----------
INCOME BEFORE MINORITY INTEREST, DISCONTINUED OPERATIONS AND
  CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE.......            1             1
Minority interest...........................................           (6)           (5)
                                                              -----------   -----------
LOSS BEFORE DISCONTINUED OPERATIONS AND CUMULATIVE EFFECT OF
  CHANGE IN ACCOUNTING PRINCIPLE............................           (5)           (4)
Discontinued operations (Note 5)
  Loss from discontinued operations, net of tax benefit of
    $0......................................................           (3)           --
  Gain on disposal of discontinued operations, net of tax of
    $0......................................................           --             3
                                                              -----------   -----------
LOSS BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  PRINCIPLE.................................................           (8)           (1)
Cumulative effect of change in accounting principle, net of
  tax of $4 (Note 2)........................................           --             7
                                                              -----------   -----------
NET (LOSS) INCOME...........................................  $        (8)  $         6
                                                              ===========   ===========
EARNINGS PER COMMON SHARE--BASIC AND DILUTED:
  Loss before discontinued operations and cumulative effect
    of change in accounting principle.......................  $      (.08)  $      (.06)
  Discontinued operations...................................         (.04)          .04
  Cumulative effect of change in accounting principle.......           --           .11
                                                              -----------   -----------
Net (loss) income per share.................................  $      (.12)  $       .09
                                                              ===========   ===========
Weighted-average number of shares outstanding--basic and
  diluted...................................................   64,380,000    64,380,000
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-33
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

                 CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

                      (UNITED STATES DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                              -------------------------
                                                                 2000          2001
                                                                 ----          ----
                                                              (UNAUDITED)   (UNAUDITED)
<S>                                                           <C>           <C>
OPERATING ACTIVITIES
Net income (loss)...........................................      $ (8)         $  6
Adjustment to reconcile net income to cash (used for)
  provided by operating activities:
  Unrealized foreign exchange (gain) loss...................       (32)           27
  Bad debt expense..........................................         5             2
  Depreciation, depletion and amortization..................        23            38
  Deferred income taxes.....................................         1            (1)
  Gain on sale of property, plant and equipment and
    investments.............................................        (4)           (1)
  Discontinued operations...................................         3            (3)
  Minority interest.........................................         6             5
  Changes in operating assets and liabilities, excluding the
    effects of acquisitions:
    Marketable securities...................................        --            40
    Trade accounts receivables..............................      (104)           82
    Inventories.............................................      (181)           81
    Recoverable taxes.......................................        (9)           31
    Trade accounts payable..................................       (13)          (83)
    Other--net..............................................         5            67
                                                                  ----          ----
        Cash (used for) provided by operating activities....      (308)          291

INVESTING ACTIVITIES
Payments made for capital expenditures......................       (29)          (70)
Proceeds from disposal of property, plant and equipment.....         3             3
Proceeds from sale of discontinued operations...............        --            58
Business acquisitions, net of cash acquired.................        (5)           (4)
Repayments of (investments in) related party loans..........        (7)           --
                                                                  ----          ----
        Cash used for investing activities..................       (38)          (13)

FINANCING ACTIVITIES
Net change in short-term debt...............................       252          (332)
Proceeds from long-term debt................................       167             9
Repayment of long-term debt.................................      (102)          (57)
Dividends paid to minority interest.........................        --           (11)
Proceeds from shareholder loan..............................        --            16
                                                                  ----          ----
        Cash provided by (used for) financing activities....       317          (375)
Effect of exchange rate changes on cash and cash
  equivalents...............................................        (1)           (2)
                                                                  ----          ----
Net decrease in cash and cash equivalents...................       (30)          (99)
Cash and cash equivalents, beginning of period..............       363           423
                                                                  ----          ----
Cash and cash equivalents, end of period....................      $333          $324
                                                                  ====          ====
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-34
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

    The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for the complete financial statements. In the opinion of management, all
adjustments necessary for a fair presentation have been included. The
consolidated balance sheet at December 31, 2000 has been derived from the
Company's audited financial statements at that date. Operating results for the
three months ended March 31, 2001 are not necessarily indicative of the results
to be expected for the year ending December 31, 2001. The financial statements
should be read in conjunction with the Consolidated Financial Statements and
notes thereto for Bunge Limited for the years ended December 31, 2000, 1999, and
1998, included elsewhere in this Prospectus.

2. ADOPTION OF NEW ACCOUNTING STANDARD

    Effective January 1, 2001 Bunge adopted Financial Accounting Standards Board
(FASB) SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 133 establishes accounting and reporting standards for
derivative instruments including certain derivative instruments embedded in
other contracts and hedging activities. As a result of this adoption, in the
first quarter of 2001 Bunge's net income increased by $7 million, net of
$4 million of tax expense for the fair value of previously unrecognized
derivative instruments. Bunge also recorded a loss in other comprehensive income
(loss) of $(3) million, net of $2 million tax benefit for derivatives which
hedge the variable cash flows of certain forecasted transactions. These
adjustments are reported as a cumulative change in accounting principle as of
March 31, 2001.

    Bunge follows a policy to reduce price risk caused by market fluctuations by
using exchange traded futures and options contracts to minimize its net position
of merchandisable agricultural commodity inventories and forward cash purchase
and sale contracts. Inventories of merchandisable agricultural commodity
inventories are stated at market value. Exchange-traded futures and options
contracts, forward purchase contracts and forward sale contracts are valued at
the quoted market price as required under SFAS 133. Changes in the market value
of inventories of merchandisable agricultural commodity inventories, forward
purchase and sale contracts, and exchange-traded futures and options contracts,
are recognized in earnings immediately as a component of cost of goods sold.

    In addition, Bunge occasionally will hedge portions of its oilseed
processing business production requirements including purchases of soybeans and
sales of soybean meal and soybean oil. The instruments used are readily
marketable exchange traded futures contracts, which are designated as cash flow
hedges. The changes in the market value of such futures contracts have
historically been, and are expected to continue to be, highly effective at
offsetting changes in price movements of the hedged item. Gains or losses
arising from open and closed hedging transactions are deferred in other
comprehensive income (loss), net of applicable taxes, and are recognized in cost
of goods sold when the products associated with the hedged item are sold.

    Unrealized gains/losses on the exchange-traded futures and options
contracts, forward purchase and sale contracts and foreign currency swaps and
options are classified on the balance sheet in other current assets or other
current liabilities, except for derivative contracts related to readily
marketable inventories (see Note 3).

                                      F-35
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

3. INVENTORIES

    Inventories consist of the following:

<TABLE>
<CAPTION>
                                                         DECEMBER 31,    MARCH 31,
                                                             2000          2001
                                                         ------------   -----------
                                                                        (UNAUDITED)
                                                             (US$ IN MILLIONS)
<S>                                                      <C>            <C>
Agribusiness--Readily marketable inventories at market
  value................................................     $  876         $  738
Fertilizer.............................................        298            303
Edible oils............................................         60             52
Wheat milling and bakery...............................         17              7
Other..................................................         60             69
                                                            ------         ------
Total..................................................     $1,311         $1,169
                                                            ======         ======
</TABLE>

    READILY MARKETABLE INVENTORIES AT MARKET VALUE-- Readily marketable
inventories are agricultural commodities inventories that are readily
convertible to cash because of their commodity characteristics, widely available
markets and international pricing mechanisms. Included in readily marketable
inventories was unrealized gains (losses) on related derivative contracts of
$(2) million and $7 million as of March 31, 2001 and December 31, 2000,
respectively.

4. BUSINESS ACQUISITIONS

    BUNGE FERTILIZANTES S.A.--In April 2000, Bunge acquired a 21% interest,
representing 57% of the voting stock and thus control of Manah S.A. ("Manah"), a
Brazilian fertilizer company for $47 million in cash, net of cash acquired of
$36 million.

    In August 2000, Bunge affected a merger, through a share exchange, between
two of its subsidiaries resulting in the acquisition of Fertilizantes Serrana
S.A. by Manah. The shareholders of Fertilizantes Serrana S.A. were given a put
right, which expired 30 days after the merger, for their interest in the
combined entity. Bunge has accounted for the merger as an acquisition of a
minority interest. The fair value of the consideration given was $53 million.
Subsequent to the transaction Bunge had a 72% interest in the combined entity
that was renamed Bunge Fertilizantes S.A.

    Prior to the acquisition, both Bunge and Manah had an equity investment in
Fertifos Administracao e Participacao S.A and subsidiaries ("Fosfertil"). As a
result of the acquisition of Manah, Bunge obtained a controlling interest in
Fosfertil, a Brazilian phosphate mining company and producer of intermediary
fertilizer products. Bunge has consolidated the results of operations of Manah
and Fosfertil since April 2000.

                                      F-36
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

4. BUSINESS ACQUISITIONS (CONTINUED)
    The following table summarizes the allocation of the purchase price in the
April 2000 Manah acquisition, the August 2000 merger of Fertilizantes Serrana
S.A. and Manah, and the consolidation of Fosfertil:

<TABLE>
<S>                                                           <C>
CALCULATION OF PURCHASE PRICE:
  Cash paid.................................................  $  83
  Shares issued.............................................     53
  Current liabilities assumed...............................    288
  Other liabilities assumed.................................    417
                                                              -----
                                                              $ 841
                                                              =====
ALLOCATION OF PURCHASE PRICE:
  Current assets............................................  $ 340
  Property, plant and equipment (excluding mining
  properties)...............................................    542
  Mining properties.........................................    204
  Other assets..............................................     50
  Minority interest.........................................   (179)
                                                              -----
                                                                957

  Previous net investment in Fosfertil under the equity
  method....................................................   (116)
                                                              -----
                                                              $ 841
                                                              =====
</TABLE>

    In March 2001, Bunge, through a subsidiary, increased its interest in
Fosfertil S.A. by 3% through an acquisition of shares for $21 million. The
purchase price paid was $3 million in cash and the remainder in a note bearing a
variable interest rate of IGPM, a Brazilian inflation index, plus six percent to
be repaid in seven installments through July 2002. No goodwill was recognized as
result of this transaction.

    The following unaudited pro forma summary reflects the results of operations
as if the Manah acquisitions had been consummated as of January 1, 2000, after
including the impact of certain adjustments such as depreciation and depletion
on assets acquired.

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31
                                                              -------------------------
(US$ IN MILLIONS, EXCEPT PER SHARE DATA)                         2000          2001
----------------------------------------                      -----------   -----------
                                                              (UNAUDITED)   (UNAUDITED)
<S>                                                           <C>           <C>
Net sales...................................................    $ 2,120        $2,472
Loss before cumulative effect of change in accounting
  principle.................................................    $   (12)       $   (1)
Net (loss) income...........................................    $   (12)       $    6
Loss before cumulative effect of change in accounting
  principle per share.......................................    $  (.19)       $ (.02)
Net (loss) income per share.................................    $  (.19)       $  .09
</TABLE>

    The unaudited pro forma results are not necessarily indicative of what
actually might have occurred if the acquisitions had been completed as of the
beginning of the periods presented. In addition, they are not intended to be a
projection of future results of operations and do not reflect any of the
synergies that might be achieved from combined operations.

                                      F-37
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

5. DISCONTINUED OPERATIONS

    In March 2001, Bunge committed to a divestiture plan and sold its Brazilian
baked goods division, Plus Vita S.A. to a third party. The divestiture resulted
in a gain to Bunge of $3 million. The net assets of the division as of
December 31, 2000 were $59 million and were classified in other current assets.

    Accordingly, the operating results for the disposed division have been
separately classified and reported for all periods presented.

    The following table summarizes the financial information related to the
discontinued operations:

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                        -------------------------
(US$ IN MILLIONS)                                          2000          2001
-----------------                                       -----------   -----------
                                                        (UNAUDITED)   (UNAUDITED)
<S>                                                     <C>           <C>
Net sales:
  Baked goods division................................      $18           $11
Net loss:
  Baked goods division................................      $(3)          $--
</TABLE>

6. RELATED PARTY TRANSACTIONS

    Bunge recorded net interest income relating to related party loans totaling
$1 million and $3 million for the three months ended March 31, 2001 and 2000,
respectively. Shareholder's equity includes a long-term note receivable from
Bunge International relating to a capital contribution in the amount of
$110 million and $126 million at March 31, 2001 and December 31, 2000,
respectively.

    Bunge sells soybean meal and fertilizer products to Seara Alimentos S.A.
engaged in the business of meat and poultry production. These sales were
$6 million and $2 million for the three months ended March 31, 2001 and 2000,
respectively.

7. COMMITMENTS AND CONTINGENCIES

    Bunge is party to a large number of claims and lawsuits, primarily tax and
labor claims, arising out of the normal course of business. After taking into
account the liabilities recorded for the foregoing matters, management believes
that the ultimate resolution of such matters will not have a material adverse
affect on Bunge's financial condition, results of operations or liquidity.
Included in other non-current liabilities as of March 31, 2000 and December 31,
2000 are the following accrued liabilities:

<TABLE>
<CAPTION>
                                                       DECEMBER 31,    MARCH 31,
                                                           2000          2001
                                                       ------------   -----------
                                                                      (UNAUDITED)
                                                           (US$ IN MILLIONS)
<S>                                                    <C>            <C>
Tax claims...........................................      $131           $126
Labor claims.........................................        86             81
Civil and other......................................        19             18
                                                           ----           ----
Total................................................      $236           $225
                                                           ====           ====
</TABLE>

    TAX CLAIMS--The tax claims relate principally to claims against Bunge's
Brazilian subsidiaries, including income tax claims, value added tax claims
(ICMS and IPI) and sales tax claims (PIS and COFINS). The determination of the
manner in which various Brazilian federal, state and municipal taxes

                                      F-38
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)
apply to the operations of Bunge is subject to varying interpretations arising
from the complex nature of Brazilian tax law as well as changes in tax laws
introduced by the PLANO REAL in 1994 and the current Brazilian constitution
established in 1988.

    LABOR CLAIMS--The labor claims relate principally to labor claims against
Bunge's Brazilian subsidiaries. Court rulings under Brazilian labor laws have
historically been in favor of the employee-plaintiff. The labor claims primarily
relate to dismissals, severance, health and safety, salary adjustments and
supplementary retirement benefits.

    CIVIL AND OTHER--The civil and other claims relate to various disputes with
suppliers and customers.

    Bunge has issued several direct and indirect guarantees for the payment of
long-term loans of affiliated companies totaling approximately $26 million as of
March 31, 2001 and December 31, 2000. Management believes that these guarantees
will not adversely affect Bunge's financial condition, results of operations or
liquidity.

8. NON-OPERATING INCOME (EXPENSE)--NET

    Non-operating expenses--net consists of income and (expense) items as
follows:

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                        -------------------------
(US$ IN MILLIONS)                                          2000          2001
-----------------                                       -----------   -----------
                                                        (UNAUDITED)   (UNAUDITED)
<S>                                                     <C>           <C>
Interest income.......................................      $ 31          $ 41
Interest expense......................................       (36)          (62)
Interest expense on readily marketable inventories....       (14)          (11)
Foreign exchange......................................         3           (43)
Other income..........................................         4             2
                                                            ----          ----
Total non-operating income (expense)--net.............      $(12)         $(73)
                                                            ====          ====
</TABLE>

    INTEREST EXPENSE ON READILY MARKETABLE INVENTORIES--Readily marketable
inventories are agricultural commodities inventories that are readily
convertible to cash because of their commodity characteristics, widely available
markets and international pricing mechanisms. Bunge attributes interest expense
to these inventories based on the average interest rates incurred on the
short-term debt used to finance these inventories.

                                      F-39
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

9. COMPREHENSIVE INCOME (LOSS)

    Total comprehensive loss was $(79) million and $(1) million for the three
months ended March 31, 2001 and 2000, respectively. The following table
summarizes the components of comprehensive income (loss):

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                        -------------------------
(US$ IN MILLIONS)                                          2000          2001
-----------------                                       -----------   -----------
                                                        (UNAUDITED)   (UNAUDITED)
<S>                                                     <C>           <C>
Net (loss) income.....................................      $ (8)         $  6
Other comprehensive income (loss):
  Foreign exchange translation adjustment.............         7           (84)
  Cumulative effect of a change in accounting
    principle, net of tax of $2.......................        --            (3)
  Unrealized gain on commodity futures, net of tax of
    $1................................................        --             2
                                                            ----          ----
Total comprehensive loss..............................      $ (1)         $(79)
                                                            ====          ====
</TABLE>

10. SEGMENT INFORMATION

    Bunge has five reporting segments, which are organized based upon similar
economic characteristics and are similar in nature of products and services
offered, the nature of production processes, the type and class of customer and
distribution methods. The agribusiness segment is characterized by both inputs
and outputs being agricultural commodities and thus high volume and low margin.
The activities of the fertilizer segment include raw material mining, mixing
fertilizer components and marketing products. The edible oil products segment
involves the manufacturing and marketing of products derived from vegetable
oils. The wheat milling and bakery products segment involves the manufacturing
and marketing of products derived primarily from wheat. The other segment
consists of the soy ingredients and corn products businesses.

    The "Unallocated" column in the following table contains the reconciliation
between the totals for reportable segments and Bunge consolidated totals, which
consists primarily of corporate items not allocated to the operating segments
and intersegment eliminations. Transfers between the segments are generally
valued at market. The revenues generated from these transfers are shown in the
following table as "Intersegment revenues."

                                      F-40
<PAGE>
                         BUNGE LIMITED AND SUBSIDIARIES

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)

10. SEGMENT INFORMATION (CONTINUED)
OPERATING SEGMENT INFORMATION

<TABLE>
<CAPTION>
                                                         EDIBLE    WHEAT MILLING
                                                          OIL       AND BAKERY
(US$ IN MILLIONS)          AGRIBUSINESS   FERTILIZERS   PRODUCTS     PRODUCTS       OTHER     UNALLOCATED    TOTAL
-----------------          ------------   -----------   --------   -------------   --------   -----------   --------
                                                     (UNAUDITED)
<S>                        <C>            <C>           <C>        <C>             <C>        <C>           <C>
THREE MONTHS ENDED
  MARCH 31, 2000
Net sales to external
  customers..............     $1,407         $129         $269          $133         $ 67         $ --       $2,005
Intersegment revenues....         22           --           --            --           --          (22)          --
Gross profit.............         11           18           38            20            7           --           94
Income from operations...        (17)          13           14             5            3           (4)          14
EBITDA(1)................         (6)          16           17             8            6           (4)          37
Depreciation and
  amortization...........         11            3            3             3            3           --           23

THREE MONTHS ENDED
  MARCH 31, 2001
Net sales to external
  customers..............     $1,765         $283         $217          $122         $ 85         $ --       $2,472
Intersegment revenues....         36           --           --            --           --          (36)          --
Gross profit.............         69           38           27            13            9           --          156
Income from operations...         35           26            9             2            6           (4)          74
EBITDA(1)................         46           43           14             4            9           (4)         112
Depreciation, depletion
  and amortization.......         11           17            5             2            3           --           38
</TABLE>

------------------------

(1) Earnings before interest, taxes, depreciation and amortization, ("EBITDA")
    equals income from operations plus depreciation, depletion and amortization.

11.  SUBSEQUENT EVENTS

    Between July 5, 2001 and July 12, 2001, Bunge's Board of Directors approved:
(i) the exchange of 12,000 common shares, par value $1.00 per share for
1.2 million common shares, par value $.01 per share with Bunge International,
(ii) the declaration and payment of a 52.65-for-1 share dividend, (iii) an
increase in Bunge's authorized share capital to 240 million common shares, par
value $.01 per share, (iv) the authorization of 9,760,000 shares of undesignated
preference shares and (v) the authorization of 240,000 shares of Series A
Preference Shares.

    The common shares data presented herein has been restated for all periods to
reflect the effects of the share exchange and share dividend above.

                                      F-41
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders' of
Manah S.A. and Subsidiaries

    We have audited the accompanying consolidated balance sheets of Manah S.A.
and Subsidiaries (the "Company") as of March 31, 2000 and December 31, 1999, and
the related consolidated statements of operations, cash flows and changes in
shareholders' equity for the three months ended March 31, 2000 and the year
ended December 31, 1999, all expressed in United States dollars. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the accompanying consolidated financial statements present
fairly, in all material respects, the financial position of Manah S.A. and
Subsidiaries as of March 31, 2000 and December 31, 1999, and the results of its
operations and its cash flows for the three months ended March 31, 2000 and the
year ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States of America.

/s/ DELOITTE TOUCHE TOHMATSU
Auditores Independentes
Sao Paulo, Brazil
January 12, 2001

                                      F-42
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

            (UNITED STATES DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   MARCH 31,
                                                                  1999         2000
                                                              ------------   ---------
<S>                                                           <C>            <C>
                                        ASSETS
Current assets:
  Cash and cash equivalents.................................    $ 16,534     $  2,108
  Trade accounts receivable (less allowance of $12,466 and
    $12,764)................................................      45,348       46,863
  Inventories (Note 2)......................................      43,428       28,770
  Recoverable taxes.........................................       8,707        9,587
  Other current assets......................................       1,488        2,185
                                                                --------     --------
Total current assets........................................     115,505       89,513
                                                                --------     --------

Property, plant and equipment, net (Note 3).................     103,133      103,270
Investments in affiliates (Note 4)..........................      36,501       33,089
Other non-current assets....................................       5,561        5,754
                                                                --------     --------
TOTAL ASSETS................................................    $260,700     $231,626
                                                                ========     ========

                         LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt (Note 6)................    $ 35,075     $ 43,425
  Trade accounts payable....................................     123,495      100,332
  Payable to related party (Note 9).........................      12,274            2
  Other current liabilities.................................       6,981        6,900
                                                                --------     --------
Total current liabilities...................................     177,825      150,659

Long-term debt (Note 6).....................................      43,753       42,625
Provisions for claims and lawsuits (Note 10)................      22,313       23,450
Other non-current liabilities...............................       1,435        1,414

Commitments and contingencies (Note 10)

Shareholders' equity:
  Preferred stock, no par value, 1,981,147,326 authorized,
    issued and outstanding shares and additional paid-in
    capital.................................................      38,402       38,402
  Common stock, no par value, 1,165,898,112 authorized,
    issued and outstanding shares and additional paid-in
    capital.................................................      29,215       29,215
  Retained deficit..........................................     (11,851)     (14,018)
  Accumulated other comprehensive loss......................     (40,392)     (40,121)
                                                                --------     --------
Total shareholders' equity..................................      15,374       13,478
                                                                --------     --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..................    $260,700     $231,626
                                                                ========     ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-43
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

          (UNITED STATES DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                THREE MONTHS
                                                                YEAR ENDED         ENDED
                                                               DECEMBER 31,      MARCH 31,
                                                              --------------   --------------
                                                                   1999             2000
                                                              --------------   --------------
<S>                                                           <C>              <C>
Net sales...................................................       $ 289,973         $ 47,947
Cost of goods sold..........................................         255,558           45,875
                                                              --------------   --------------
GROSS PROFIT................................................          34,415            2,072
Selling, general and administrative expenses................          16,630            5,129
                                                              --------------   --------------
INCOME (LOSS) FROM OPERATIONS...............................          17,785           (3,057)
Non-operating income (expense)--net (Note 11)...............         (75,340)             890
                                                              --------------   --------------
NET LOSS....................................................       $ (57,555)        $ (2,167)
                                                              ==============   ==============
EARNINGS PER SHARE--BASIC AND DILUTED:
Net loss per share--preferred...............................       $   (0.02)         $    --
Net loss per share--common..................................       $   (0.02)         $    --

Weighted-average number of shares outstanding--preferred....   1,981,147,326    1,981,147,326
Weighted-average number of shares outstanding--common.......   1,165,898,112    1,165,898,112
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-44
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                      (UNITED STATES DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS
                                                               YEAR ENDED       ENDED
                                                              DECEMBER 31,    MARCH 31,
                                                                  1999           2000
                                                              ------------   ------------
<S>                                                           <C>            <C>
OPERATING ACTIVITIES
Net loss....................................................    $(57,555)      $ (2,167)
  Adjustment to reconcile net loss to cash used for
    operating activities:
  Unrealized foreign exchange...............................        (973)          (645)
  Depreciation..............................................       7,977          2,499
  Bad debt expense..........................................       3,898              -
  Equity in earnings of affiliates..........................      (4,971)        (1,139)
  Dividends received from investments in affiliates.........       2,977          3,916
  Changes in operating assets and liabilities:
    Trade accounts receivable...............................      22,281           (426)
    Inventories.............................................       2,191         15,461
    Recoverable taxes.......................................      (1,980)          (662)
    Trade accounts payable..................................       9,396        (25,722)
    Payable to related party................................      12,100        (12,378)
    Other current assets....................................       2,122           (580)
    Other current liabilities...............................       1,798            164
                                                                --------       --------
      Cash used for operating activities....................        (739)       (21,679)

INVESTING ACTIVITIES
Payments made for capital expenditures......................      (6,107)          (206)
(Investments in) distributions from affiliates..............      (1,647)         1,336
                                                                --------       --------
      Cash (used for) provided by investing activities......      (7,754)         1,130

FINANCING ACTIVITIES
Proceeds from long-term debt................................      85,725         32,150
Repayment of long-term debt.................................     (85,085)       (26,199)
                                                                --------       --------
      Cash provided by financing activities.................         640          5,951
Effect of exchange rate changes on cash and cash
  equivalents...............................................     (11,854)           172
                                                                --------       --------
Net decrease in cash and cash equivalents...................     (19,707)       (14,426)
Cash and cash equivalents, beginning of period..............      36,241         16,534
                                                                --------       --------
Cash and cash equivalents, end of period....................    $ 16,534       $  2,108
                                                                ========       ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-45
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

            (UNITED STATES DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                        PREFERRED                                COMMON
                                                        STOCK AND                               STOCK AND
                                                       ADDITIONAL                              ADDITIONAL         RETAINED
                                   PREFERRED             PAID-IN             COMMON              PAID-IN          EARNINGS
                                     SHARES              CAPITAL             SHARES              CAPITAL          (DEFICIT)
                                 --------------        -----------        -------------        -----------        ---------
<S>                              <C>                   <C>                <C>                  <C>                <C>
Balances, at January 1,
  1999...................         1,981,147,326          $38,402          1,165,898,112          $29,215          $ 45,704
                                 --------------          -------          -------------          -------          --------
Comprehensive loss--1999:
Net loss.................                    --               --                     --               --           (57,555)
Other comprehensive loss:
  Foreign exchange
    translation
    adjustment...........                    --               --                     --               --                --
Total comprehensive
  loss...................                    --               --                     --               --                --
                                 --------------          -------          -------------          -------          --------
Balances, December 31,
  1999...................         1,981,147,326           38,402          1,165,898,112           29,215           (11,851)
                                 ==============          =======          =============          =======          ========
Comprehensive income
  (loss)--three months
  ended March 31, 2000:
Net loss.................                    --               --                     --               --            (2,167)
Other comprehensive
  income:
  Foreign exchange
    translation
    adjustment...........                    --               --                     --               --                --
Total comprehensive
  loss...................                    --               --                     --               --                --
                                 --------------          -------          -------------          -------          --------
Balances, March 31,
  2000...................         1,981,147,326          $38,402          1,165,898,112          $29,215          $(14,018)
                                 ==============          =======          =============          =======          ========

<CAPTION>
                            ACCUMULATED
                               OTHER
                           COMPREHENSIVE             TOTAL
                               INCOME            SHAREHOLDER'S        COMPREHENSIVE
                               (LOSS)               EQUITY            INCOME (LOSS)
                           --------------        -------------        --------------
<S>                        <C>                   <C>                  <C>
Balances, at January 1,
  1999...................     $ (3,909)            $109,412
                              --------             --------
Comprehensive loss--1999:
Net loss.................           --              (57,555)             $(57,555)
Other comprehensive loss:
  Foreign exchange
    translation
    adjustment...........      (36,483)                  --               (36,483)
                              --------                                   --------
Total comprehensive
  loss...................      (36,483)             (36,483)             $(94,038)
                              --------             --------              ========
Balances, December 31,
  1999...................      (40,392)              15,374
                              ========             ========
Comprehensive income
  (loss)--three months
  ended March 31, 2000:
Net loss.................           --               (2,167)             $ (2,167)
Other comprehensive
  income:
  Foreign exchange
    translation
    adjustment...........          271                   --                   271
                              --------                                   --------
Total comprehensive
  loss...................          271                  271              $ (1,896)
                              --------             --------              ========
Balances, March 31,
  2000...................     $(40,121)            $ 13,478
                              ========             ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-46
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

    DESCRIPTION OF BUSINESS--Manah S.A. and Subsidiaries ("Manah" or the
"Company") are engaged in the production of fertilizer and a wide range of
products from raw materials such as phosphate and sulfuric acid to agricultural
fertilizers and animal feeds. Manah's operations are located in Brazil. Manah
operates in one operating segment, the production and sale of fertilizers.

    As a result of Manah's highly leveraged capital structure the Company would
not be able to continue as a going concern without additional capitalization.
Manah's controlling shareholder effected a sale of the Company on April 1, 2000.
Bunge acquired a controlling stake in Manah during 2000 and affected the needed
re-capitalization of the Company.

    BASIS OF PRESENTATION--The accompanying consolidated financial statements
are prepared in conformity with accounting principles generally accepted in the
United States of America, and include the assets, liabilities, revenues and
expenses of all majority-owned subsidiaries over which Manah exercises control
and for which control is other than temporary. Intercompany transactions and
balances are eliminated in consolidation.

    Investments in 20% to 50% owned affiliates in which Manah has the ability to
exercise significant influence are accounted for by the equity method of
accounting whereby the investment is carried at acquisition cost, plus Manah's
equity in undistributed earnings and losses since acquisition.

    USE OF ESTIMATES--The consolidated financial statements are prepared in
conformity with accounting principles generally accepted in the United States of
America and require management to make certain estimates and assumptions. These
may affect the reported amounts of assets and liabilities at the date of the
financial statements. They may also affect the reported amounts of revenues and
expenses during the reporting period. Amounts affected include, but are not
limited to, allowances for doubtful accounts, useful lives of property, plant
and equipment and intangible assets, contingent liabilities, income tax
valuation allowances, other accrued expenses and fair value of financial
instruments. Actual amounts may vary from those estimates

    TRANSLATION OF FOREIGN CURRENCY FINANCIAL STATEMENTS--The functional
currency of Manah is the Brazilian REAL, which is the currency of its principal
operations, and, as such, amounts included in the statement of operations are
translated at rates which approximate actual exchange rates at the date of the
transaction (average rate). Assets and liabilities are translated at year-end
exchange rates. The resulting translation adjustments are a component of
accumulated other comprehensive income (loss).

    FOREIGN CURRENCY TRANSACTIONS--Monetary assets and liabilities of Manah,
denominated in currencies other than its functional currency, are remeasured
into the functional currency at exchange rates in effect at the balance sheet
date. The resulting exchange gains or losses are included in the consolidated
statements of income.

    CASH AND CASH EQUIVALENTS--Cash and cash equivalents include time deposits
and readily marketable securities with original maturity dates of three months
or less.

    INVENTORIES--Inventories are stated at the lower of cost or market. Cost is
determined using the weighted average cost method.

    RECOVERABLE TAXES--Recoverable taxes represent, principally, Value Added
Taxes paid on the acquisition of raw materials and other services which can be
offset against future like taxes due on sales.

    PROPERTY, PLANT AND EQUIPMENT, NET--Property, plant and equipment net is
stated at cost less accumulated depreciation. Major renewals and improvements
are capitalized, while maintenance and repairs are

                                      F-47
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
expensed as incurred. Depreciation is computed on the straight-line method based
on the estimated useful lives of assets. Useful lives for property, plant and
equipment are as follows:

<TABLE>
<CAPTION>
                                                               YEARS
                                                              --------
<S>                                                           <C>
Buildings...................................................   20-30
Machinery and equipment.....................................    3-13
Furniture, fixtures and other...............................     3-8
</TABLE>

    Manah capitalizes interest on borrowings during the construction period of
major capital projects. The capitalized interest is recorded as part of the
asset to which it relates and is amortized over the asset's estimated useful
life.

    IMPAIRMENT OF LONG-LIVED ASSETS--Manah reviews for impairment its long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. In performing the review for
recoverability, Manah estimates the future cash flows expected to result from
the use of the asset and its eventual disposition. If the sum of the expected
future cash flows (undiscounted and without interest changes) is less than the
carrying amount of the asset, an impairment loss is recognized; for the
difference between the carrying value and the fair value of the asset.
Long-lived assets to be disposed of are reported at the lower of carrying amount
or fair value less cost to sell.

    EARNINGS PER SHARE--Each common and preferred share entitles the shareholder
to participate in earnings; however, pursuant to the terms of the preferred
shares, such holders are entitled to a 6% non-cumulative dividend based on the
total capital of the Company. In calculating earnings per share, the Company
adopted a two-class method with preferred shares being treated as a
participating security. This method is an earnings allocation formula that
determines earnings per share for each class of common and preferred security
according to dividends declared and participating rights to undistributed
earnings. Under this method, net income is first reduced by the amount of
dividends declared in the current period for each class of stock; the remaining
earnings are then allocated to common stock and participating securities to the
extent that each security may share in earnings. The total earnings allocated to
each security (i.e. actual dividends declared and the amount allocated for the
participation feature) is then divided by the weighted average number of shares
for each class of security outstanding during the period. Common and preferred
shareholders share equally in undistributed losses

    INCOME TAXES--Manah has not historically generated taxable income and thus
has not been required to make payments of income taxes. Recently, Manah has
sustained substantial operating and tax losses. As realization of the tax assets
generated is unlikely, Manah has recorded a valuation allowance against all
deferred income tax balances. Manah has $59,152 thousand and $55,508 thousand as
of March 31, 2000 and December 31, 1999 in tax loss carryforwards, which carry
no expiration, however utilization is limited to 30% of current period taxable
income. Manah, additionally, had $4,225 thousand and $1,150 thousand as of
March 31, 2000 and December 31, 1999, respectively, of deferred tax assets
related to temporary differences related to provisions and basis differences in
book verses tax basis of fixed assets.

    REVENUE RECOGNITION--Sales of fertilizer products are recognized as risk and
title to the product transfer to the customer, which occurs at the time the
shipment is made. Gross sales are reduced by discounts related to promotional
programs and sales taxes to arrive at net sales.

    NEW ACCOUNTING PRONOUNCEMENTS--In June 1999, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 137, Accounting for Derivative

                                      F-48
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Instruments and Hedging Activities--Deferral of the Effective Date of FASB SFAS
No. 133, which defers the effective date of SFAS No. 133 to all fiscal quarters
of all fiscal years beginning after June 15, 2000. SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, issued in June 1998 as amended by
SFAS No. 138 Accounting for Derivative Instruments and Hedging Activities,
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and hedging
activities. It requires an entity to recognize all derivatives as either assets
or liabilities in the statement of financial position and measure those
instruments at fair value. The adoption of SFAS 133 will not impact the
consolidated financial statements of Manah.

    Securities and Exchange Commission ("SEC") Staff Accounting Bulletin
No. 101, as amended, Revenue Recognition in Financial Statements ("SAB 101"),
was issued in December 1999 and provides an interpretation of when the revenue
recognition criteria have been met. If a transaction is within the scope of
specific authoritative literature that provides revenue recognition guidance,
that literature should continue to be applied. However, in the absence of
authoritative literature addressing specific arrangement or a specific industry,
SAB 101 is designed to provide additional guidance as to the criteria that will
be applied by the SEC. The additional guidance of SAB 101 will not have any
effect on the Company's revenue recognition policies.

2.  INVENTORIES

    Inventories consist of the following:

<TABLE>
<CAPTION>
(US$ IN THOUSANDS)                                       DECEMBER 31, 1999   MARCH 31, 2000
------------------                                       -----------------   --------------
<S>                                                      <C>                 <C>
Raw Materials..........................................       $35,431           $25,478
Work in process........................................         1,658             1,891
Finished Goods.........................................         2,987               281
Operating supplies.....................................         3,352             1,120
                                                              -------           -------
  Total................................................       $43,428           $28,770
                                                              =======           =======
</TABLE>

3.  PROPERTY, PLANT AND EQUIPMENT, NET

<TABLE>
<CAPTION>
(US$ IN THOUSANDS)                                       DECEMBER 31, 1999   MARCH 31, 2000
------------------                                       -----------------   --------------
<S>                                                      <C>                 <C>
Land...................................................      $ 14,154           $ 14,492
Buildings..............................................        35,850             36,705
Machinery and equipment................................        86,114             88,222
Furniture, fixtures and other..........................        23,860             24,522
                                                             --------           --------
                                                              159,978            163,941
Less accumulated depreciation..........................       (63,819)           (67,875)
Plus construction in process...........................         6,974              7,204
                                                             --------           --------
  Total................................................      $103,133           $103,270
                                                             ========           ========
</TABLE>

    Manah capitalized interest on construction in progress in the amount of $0
and $1,053 thousand during the three months ended March 31, 2000 and the year
ended December 31, 1999, respectively.

                                      F-49
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.  PROPERTY, PLANT AND EQUIPMENT, NET (CONTINUED)
Depreciation expense was $2,499 thousand and $7,977 thousand during the three
months ended March 31, 2000 and the year ended December 31, 1999, respectively.

    Manah identified certain assets during 1999, to be disposed of, resulting in
a loss of $1,435 thousand, which was recorded in cost of goods sold. These
assets consisting of land and buildings, which are classified as other
non-current assets, have a net carrying value of $3,263 thousand and
$3,187 thousand as of March 31, 2000 and December 31, 1999, respectively. The
accumulated reserve as of March 31, 2000 is $1,475 thousand. The fair values of
these assets were determined based on appraised selling values less the cost to
sell. Depreciation of these assets was terminated upon transfer to the "held for
sale" category. Manah has developed a plan to dispose of these assets and
actions have been taken to complete these plans, including an active plan to
find buyers, however, the eventual sale is dependent upon prevailing market
conditions.

4.  INVESTMENTS IN AFFILIATES

    Included in investments in affiliates, Manah accounts for its 23.06%
investment in Fertifos Administracao and Participacao S.A. and subsidiaries
("Fosfertil") under the equity method. Manah's investment, classified in
investments in affiliates, in Fosfertil was $27,847 thousand and
$30,013 thousand at March 31, 2000 and December 31, 1999, respectively, and its
equity in Fosfertil's earnings was $1,053 thousand and $9,022 thousand for the
three months ended March 31, 2000 and the year ended December 31, 1999,
respectively. The tables below summarize Fosfertil's financial information:

<TABLE>
<CAPTION>
                                                                              THREE MONTHS
                                                            YEAR ENDED           ENDED
(US$ IN THOUSANDS)                                       DECEMBER 31, 1999   MARCH 31, 2000
------------------                                       -----------------   --------------
<S>                                                      <C>                 <C>
Net Sales..............................................      $473,049            $81,890
Gross Profit...........................................       196,963             21,683
Net income.............................................        38,385              4,559
</TABLE>

<TABLE>
<CAPTION>
(US$ IN THOUSANDS)                                       DECEMBER 31, 1999   MARCH 31, 2000
------------------                                       -----------------   --------------
<S>                                                      <C>                 <C>
Current assets.........................................      $302,334           $245,895
Non-current assets.....................................       350,055            368,192
Current liabilities....................................       155,777            137,374
Non-current liabilities................................       241,001            240,103
Minority interest......................................       125,452            115,920
</TABLE>

5.  FINANCIAL INSTRUMENTS

    CONCENTRATION OF CREDIT RISK--Manah's businesses principally consists of
providing fertilizer products to Brazilian farmers, and as such exposes Manah to
credit risk with respect to the performance of the agricultural industry in
Brazil. Manah purchases 35% of its raw material supplies, principally phosphate,
from Fosfertil. No other significant concentrations of credit risk existed as of
March 31, 2000.

                                      F-50
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.  FINANCIAL INSTRUMENTS (CONTINUED)
    FAIR VALUE OF FINANCIAL INSTRUMENTS--The carrying amounts and fair values of
financial instruments are as follows:

<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1999      MARCH 31, 2000
                                                          -------------------   -------------------
                                                          CARRYING     FAIR     CARRYING     FAIR
(US$ IN THOUSANDS)                                         VALUE      VALUE      VALUE      VALUE
------------------                                        --------   --------   --------   --------
<S>                                                       <C>        <C>        <C>        <C>
Cash and cash equivalents...............................  $16,534    $16,534     $2,108     $2,108
Long-term debt, including current portion...............   78,828     78,828     86,050     86,050
</TABLE>

    CASH AND CASH EQUIVALENTS--The fair value of cash and cash equivalents
approximates the carrying amount because of the short maturity of those
instruments.

    LONG-TERM DEBT--The fair value of long-term debt was calculated based on
interest rates currently available to Manah for similar borrowings.

6.  LONG-TERM DEBT

    Long-term obligations are summarized below:

<TABLE>
<CAPTION>
(US$ IN THOUSANDS)                                            DECEMBER 31, 1999   MARCH 31, 2000
------------------                                            -----------------   --------------
<S>                                                           <C>                 <C>
PAYABLE IN U.S. CURRENCY (DOLLAR):
Long-term debt, fixed interest rates from 11% to 17%,
  payable through 2006......................................      $ 32,879           $ 26,169

PAYABLE IN BRAZILIAN CURRENCY (REAL):
Long-term debt, variable interest rate indexed to Brazilian
  Inter-Bank Deposit Rate (CDI) plus from 2% to 5%(1),
  payable through 2000......................................            --              7,178
Long-term debt, fixed interest rates from 12% to 25%,
  payable through 2003......................................         9,000             16,045
Long-term debt, variable interest rate indexed to TJLP(2)
  plus 6% to 13.5%, payable through 2005....................         9,017              6,841
BNDES(3) loans, variable interest rate indexed to IGPM(4)
  plus 6.5%, payable through 2006...........................        27,932             29,817
                                                                  --------           --------
                                                                    78,828             86,050
Less: Installments due within one year......................       (35,075)           (43,425)
                                                                  --------           --------
Total long-term debt........................................      $ 43,753           $ 42,625
                                                                  ========           ========
</TABLE>

------------------------------

(1)  "CDI" is the Brazilian Inter-Bank deposit rate maintained by the Brazilian
     government. The annualized rate for the three months ended March 31, 2000
    and the year ended December 31, 1999 was 17.6% and 25.1%, respectively.

(2)  "TJLP" is a long-term interest rate reset by the Brazilian government on a
     quarterly basis. The annualized rate for the three months ended March 31,
    2000 and the year ended December 31, 1999 was 22.8% and 14.7%, respectively.

(3)  "BNDES"(Banco Nacional de Desenvolvimento Economico e Social) loans are
     Brazilian government industrial development loans.

(4)  "IGPM" is the Brazilian inflation index published by Fundacao Getulio
     Vargas. The annualized rate for the three months ended March 31, 2000 and
    the year ended December 31, 1999 was 6.8% and 20.1%, respectively.

                                      F-51
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6.  LONG-TERM DEBT (CONTINUED)

    Certain land, property, plant and equipment and the Company's investment in
Fosfertil having an aggregate net carrying value of approximately
$40,355 thousand have been mortgaged or otherwise pledged against long-term debt
of $36,658 thousand as of March 31, 2000.

    Principal maturities of long-term debt as of March 2000 are as follows:

<TABLE>
<CAPTION>
                                                              (US$ IN THOUSANDS)
                                                              ------------------
<S>                                                           <C>
2001........................................................       $43,425
2002........................................................        12,359
2003........................................................         5,478
2004........................................................         5,031
2005........................................................         4,901
Later years.................................................        14,856
                                                                   -------
                                                                   $86,050
                                                                   =======
</TABLE>

    As a result of the change in control of Manah, $10,000 thousand in long-term
debt came due, which was paid on July 25, 2000.

7.  SHAREHOLDERS' EQUITY

    CAPITAL STRUCTURE--Manah has 1,165,898,112 and 1,981,147,326 authorized and
outstanding shares of common stock and preferred stock, respectively. No
additional shares of either class of security were authorized or issued or
retired during the three months ended March 31, 2000 or the year ended
December 31, 1999. No dilutive or anti-dilutive securities were outstanding as
of March 31, 2000 or the year ended December 31, 1999.

    SECURITY RIGHTS--Common shares have the right to vote at shareholder
meetings while preferred shares are non-voting. Preferred shares do, however,
have priority in the return of their paid-in capital in the event of liquidation
and in the receipt of the mandatory non-cumulative dividend of 25% of
consolidated net income as determined in accordance with Brazilian Corporate
Law, due both to common and preferred shareholders. In the event that the
mandatory dividend is omitted for three consecutive years, the preferred shares
acquire voting rights until payment of such dividends is made. The preferred
shares are also entitled to a non-cumulative dividend of 6% of Shareholders'
Equity as computed based on the Brazilian Corporate Law.

    DIVIDENDS--Dividends are payable in Brazilian REAL. Dividends may be
converted to U.S. dollars and remitted to shareholders abroad provided that the
non-resident shareholder capital is registered with the Brazilian Central Bank.
Manah did not declare or pay dividends during the three months ended March 31,
2000 or the year ended December 31, 1999.

8.  EMPLOYEE BENEFITS PLAN

    Manah participates in a defined contribution plan available to substantially
all of Manah's employees. Manah contributed and charged to expense
$102 thousand and $519 thousand during the three months ended March 31, 2000 and
the year ended December 31, 1999, respectively, related to fund contributions.

                                      F-52
<PAGE>
                          MANAH S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.  RELATED PARTY TRANSACTIONS AND BALANCES

    Transactions with related parties are as follows:

<TABLE>
<CAPTION>
                                                                               CONSOLIDATED
                                                                           STATEMENTS OF INCOME
                                                                             INCOME/(EXPENSES)
                                                                    -----------------------------------
                                                                                         THREE MONTHS
                                                                       YEAR ENDED            ENDED
(US$ IN THOUSANDS)        RELATIONSHIP         TRANSACTION TYPE     DECEMBER 31, 1999   MARCH 31, 2000
------------------     -------------------  ----------------------  -----------------   ---------------
<S>                    <C>                  <C>                     <C>                 <C>
Fosfertil              Equity investee      Raw material purchases       $84,867            $5,284
</TABLE>

    Balances with related parties are as follows:

<TABLE>
<CAPTION>
                                                                               CONSOLIDATED
                                                                              BALANCE SHEETS
                                                                    ----------------------------------
(US$ IN THOUSANDS)        RELATIONSHIP           BALANCE TYPE       DECEMBER 31, 1999   MARCH 31, 2000
------------------     -------------------  ----------------------  -----------------   --------------
<S>                    <C>                  <C>                     <C>                 <C>
Fosfertil              Equity investee      Current payables             $12,274              $2
</TABLE>

10.  COMMITMENTS AND CONTINGENCIES

    Manah is party to a number of claims and lawsuits arising out of the normal
course of business with respect to commercial matters, including various tax and
labor claims. After taking into account liabilities recorded for all of the
foregoing matters, management believes that the ultimate resolution of such
matters will not have a material adverse affect on Manah's financial condition,
results of operations or liquidity. Included in provisions in the consolidated
balance sheet is $23,450 thousand and $22,313 thousand at March 31, 2000 and
December 31, 1999, respectively, representing management's estimate of the
probable loss on the above mentioned claims and lawsuits.

11.  NON-OPERATING INCOME (EXPENSE)--NET

    Non-operating (expenses) income--net consists of income and (expense) items
as follows:

<TABLE>
<CAPTION>
                                                                                    THREE MONTHS
                                                                  YEAR ENDED           ENDED
(US$ IN THOUSANDS)                                            DECEMBER 31, 1999    MARCH 31, 2000
------------------                                            ------------------   --------------
<S>                                                           <C>                  <C>
Equity in earnings of affiliates............................       $  4,971            $1,139
Interest income.............................................         21,517             1,889
Interest expense............................................        (27,483)           (6,187)
Foreign exchange............................................        (72,341)            3,698
Other (expense) income--net.................................         (2,004)              351
                                                                   --------            ------
  Total non-operating income (expense)--net.................       $(75,340)           $  890
                                                                   ========            ======
</TABLE>

    For the three months ended March 31, 2000, and the year ended December 31,
1999, Manah paid interest, net of interest capitalized, of $1,799 thousand, and
$9,108 thousand, respectively.

                                      F-53
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders' of
Fertifos Administracao e Participacao S.A. and Subsidiaries

    We have audited the accompanying consolidated balance sheets of Fertifos
Administracao e Participacao S.A. and Subsidiaries (the "Company") as of
March 31, 2000 and December 31, 1999, and the related consolidated statements of
income, cash flows and changes in shareholders' equity for the three months
ended March 31, 2000 and the year ended December 31, 1999, all expressed in
United States dollars. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

    We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the accompanying consolidated financial statements present
fairly, in all material respects, the financial position of Fertifos
Administracao e Participacao S.A. and Subsidiaries as of March 31, 2000 and
December 31, 1999, and the results of its operations and its cash flows for the
three months ended March 31, 2000 and the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States of
America.

/s/ DELOITTE TOUCHE TOHMATSU
Auditores Independentes
Sao Paulo, Brazil
January 12, 2001

                                      F-54
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

            (UNITED STATES DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   MARCH 31,
                                                                  1999         2000
                                                              ------------   ---------
<S>                                                           <C>            <C>
                                        ASSETS
Current assets:
  Cash and cash equivalents.................................    $ 97,030     $ 33,414
  Marketable securities.....................................      49,608       49,632
  Trade accounts receivable (less allowance of $0 and $0 and
    including related parties, $12,509 and $8,459)..........      25,982       19,439
  Inventories (Note 2)......................................      82,476      112,436
  Recoverable taxes.........................................      31,698       15,917
  Other current assets......................................      15,540       15,057
                                                                --------     --------
Total current assets........................................     302,334      245,895
                                                                --------     --------
Property, plant and equipment, net (Note 3).................     306,535      324,565
Deferred income taxes (Note 4)..............................      17,585       18,817
Other non-current assets....................................      25,935       24,810
                                                                --------     --------
TOTAL ASSETS................................................    $652,389     $614,087
                                                                ========     ========
                         LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Short-term debt (Note 6)..................................    $  6,524     $ 32,096
  Current portion of long-term debt (Note 7)................      27,707       30,316
  Trade accounts payable....................................      69,381       56,979
  Income taxes payable......................................      28,475        3,067
  Accrued payroll and related liabilities...................      14,952        8,340
  Other current liabilities.................................       8,738        6,576
                                                                --------     --------
        Total current liabilities...........................     155,777      137,374
Long-term debt (Note 7).....................................     213,778      208,154
Other non-current liabilities (Note 11).....................      27,223       31,949
Commitments and contingencies (Note 11)
Minority interest...........................................     125,452      115,920
Shareholders' equity:
  Common stock, no par value, 19,144,363,453 authorized,
    issued and outstanding shares and additional paid-in
    capital.................................................     121,776      121,776
  Legal reserve.............................................      10,342       10,523
  Retained earnings.........................................      30,626       18,235
  Accumulated other comprehensive loss......................     (32,585)     (29,844)
                                                                --------     --------
Total shareholders' equity..................................     130,159      120,690
                                                                --------     --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..................    $652,389     $614,087
                                                                ========     ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-55
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

                      (UNITED STATES DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS
                                                                 YEAR ENDED           ENDED
                                                              DECEMBER 31, 1999   MARCH 31, 2000
                                                              -----------------   --------------
<S>                                                           <C>                 <C>
Net sales ($290,829 and $53,765 to related parties).........      $473,049           $ 81,890
Cost of goods sold..........................................       276,086             60,207
                                                                  --------           --------
GROSS PROFIT................................................       196,963             21,683
Selling, general and administrative expenses................        43,750              7,661
                                                                  --------           --------

INCOME FROM OPERATIONS......................................       153,213             14,022
Non-operating income (expense)--net (Note 12)...............       (49,238)            (3,399)
                                                                  --------           --------

INCOME BEFORE INCOME TAX, AND MINORITY INTEREST.............       103,975             10,623
Income tax expense (Note 4).................................       (27,347)            (1,523)
                                                                  --------           --------

INCOME BEFORE MINORITY INTEREST.............................        76,628              9,100
Minority interest...........................................       (38,243)            (4,541)
                                                                  --------           --------
NET INCOME..................................................      $ 38,385           $  4,559
                                                                  ========           ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-56
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                      (UNITED STATES DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS
                                                               YEAR ENDED       ENDED
                                                              DECEMBER 31,    MARCH 31,
                                                              ------------   ------------
                                                                  1999           2000
                                                              ------------   ------------
<S>                                                           <C>            <C>
OPERATING ACTIVITIES
Net income..................................................    $ 38,385       $  4,559

Adjustment to reconcile net income to cash provided by (used
  for) operating activities:
  Unrealized foreign exchange loss..........................      22,579          1,677
  Unrealized loss indexation of debt........................      15,419          4,267
  Depreciation..............................................      18,701          6,778
  Deferred income taxes.....................................          43           (799)
  Minority interest.........................................      38,243          4,541
  Changes in operating assets and liabilities:
    Marketable securities...................................     (48,897)         1,054
    Trade accounts receivable...............................     (17,423)         7,145
    Inventories.............................................     (11,035)       (27,575)
    Recoverable taxes.......................................      (7,143)        16,291
    Trade accounts payable..................................      16,795        (13,849)
    Income taxes payable....................................      17,346        (25,699)
    Accrued payroll and related liabilities.................       4,608         (6,865)
    Other--net..............................................          16          4,240
                                                                --------       --------
      Cash provided by (used for) operating activities......      87,637        (24,235)

INVESTING ACTIVITIES
Payments made for capital expenditures......................     (56,372)       (16,231)
                                                                --------       --------
      Cash used for investing activities....................     (56,372)       (16,231)
FINANCING ACTIVITIES
Net change in short-term debt...............................      (4,830)        25,167
Proceeds from long-term debt................................      50,767              -
Repayment of long-term debt.................................     (28,014)       (15,291)
Dividends paid to shareholders..............................     (12,505)       (16,769)
Dividends paid to minority interests in subsidiaries........     (15,560)       (16,714)
                                                                --------       --------
      Cash used for financing activities....................     (10,142)       (23,607)
Effect of exchange rate changes on cash and cash
  equivalents...............................................     (24,376)           457
                                                                --------       --------
Net decrease in cash and cash equivalents...................      (3,253)       (63,616)
Cash and cash equivalents, beginning of period..............     100,283         97,030
                                                                --------       --------
Cash and cash equivalents, end of period....................    $ 97,030       $ 33,414
                                                                ========       ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-57
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

            (UNITED STATES DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                 COMMON
                                               STOCK AND                           ACCUMULATED
                                               ADDITIONAL                             OTHER            TOTAL
                                  COMMON        PAID-IN      LEGAL     RETAINED   COMPREHENSIVE    SHAREHOLDERS'   COMPREHENSIVE
                                  SHARES        CAPITAL     RESERVE    EARNINGS   INCOME (LOSS)       EQUITY       INCOME (LOSS)
                              --------------   ----------   --------   --------   --------------   -------------   --------------
<S>                           <C>              <C>          <C>        <C>        <C>              <C>             <C>
Balances, at January 1,
  1999......................  19,144,363,453    $121,776    $ 8,682    $ 6,406       $ 16,422        $153,286
Comprehensive income
  (loss)--1999:
  Net income................              --          --         --     38,385             --          38,385         $ 38,385
  Other comprehensive loss:
    Foreign exchange
      translation
      adjustment............              --          --         --         --        (49,007)             --          (49,007)
                                                                                     --------                         --------
  Total comprehensive
    loss....................              --          --         --         --        (49,007)        (49,007)        $(10,622)
                                                                                                     ========         ========
Transfer to legal reserve...              --          --      1,660     (1,660)            --              --
Dividend paid...............              --          --         --    (12,505)            --         (12,505)
                              --------------    --------    -------    --------      --------        --------
Balances, December 31,
  1999......................  19,144,363,453     121,776     10,342     30,626        (32,585)        130,159
                              --------------    --------    -------    --------      --------        --------
Comprehensive income--three
  months ended March 31,
  2000:
  Net income................              --          --         --      4,559             --           4,559         $  4,559
  Other comprehensive
    income:
    Foreign exchange
      translation
      adjustment............              --          --         --         --          2,741              --            2,741
                                                                                     --------                         --------
  Total comprehensive
    income..................              --          --         --         --          2,741           2,741         $  7,300
                                                                                                     ========         ========
Transfer to legal reserve...              --          --        181       (181)            --              --
Dividend paid...............              --          --         --    (16,769)            --         (16,769)
                              --------------    --------    -------    --------      --------        --------
Balances, March 31, 2000....  19,144,363,453    $121,776    $10,523    $18,235       $(29,844)       $120,690
                              ==============    ========    =======    ========      ========        ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-58
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

    DESCRIPTION OF BUSINESS--Fertifos Administracao e Participacao S.A., a
privately held company, was formed in 1992 to participate in the Brazilian
government auction and privatization of its controlling interest in its
phosphate mining resources in Brazil. Fertifos Administracao e Participacao S.A.
was successful in the privatization acquiring a controlling interest in
Fosfertil S.A. and its subsidiary Ultrafertil S.A.

    Fertifos Administracao e Participacao S.A., and Subsidiaries ("Fosfertil" or
the "Company") is engaged in the production of mineral nutrients including
phosphate, which are used in the production of fertilizers. Fosfertil's
operations are located in Brazil.

    BASIS OF PRESENTATION--The accompanying consolidated financial statements
are prepared in conformity with accounting principles generally accepted in the
United States of America and include the assets, liabilities, revenues and
expenses of all majority-owned subsidiaries over which Fosfertil exercises
control and for which control is other than temporary. Intercompany transactions
and balances are eliminated in consolidation.

    USE OF ESTIMATES--The consolidated financial statements are prepared in
conformity with accounting principles generally accepted in the United States of
America and require management to make certain estimates and assumptions. These
may affect the reported amounts of assets and liabilities at the date of the
financial statements. They may also affect the reported amounts of revenues and
expenses during the reporting period. Amounts affected include, but are not
limited to, allowances for doubtful accounts, useful lives of property, plant
and equipment and intangible assets, contingent liabilities, income tax
valuation allowances, other accrued expenses and fair value of financial
instruments. Actual amounts may vary from those estimates.

    TRANSLATION OF FOREIGN CURRENCY FINANCIAL STATEMENTS--The functional
currency of Fosfertil is the Brazilian REAL and, as such, amounts included in
the statements of operations are translated at rates which approximate actual
exchange rates at the date of the transaction. Assets and liabilities are
translated at year-end exchange rates (average rate). The resulting translation
adjustments are a component of accumulated other comprehensive income (loss).

    FOREIGN CURRENCY TRANSACTIONS--Monetary assets and liabilities of Fosfertil,
denominated in currencies other than its functional currency, are remeasured
into the functional currency at exchange rates in effect at the balance sheet
date. The resulting exchange gains or losses are included in the consolidated
statements of income.

    CASH AND CASH EQUIVALENTS--Cash and cash equivalents include time deposits
and readily marketable securities with original maturity dates of three months
or less.

    MARKETABLE SECURITIES--Investments in marketable debt securities are
classified as trading and are reported at fair value based on quoted market
prices with unrealized gains and losses included in non-operating expense--net
in the consolidated statements of income.

    DERIVATIVES--Fosfertil enters into various derivative financial instruments
to limit exposures to changes in foreign currency fluctuations and interest
rates. Realized and unrealized gains and losses on foreign exchange swap
contracts are recognized currently as a component of foreign exchange in the
statements of operations. Gains and losses on interest rate swaps are recognized
using the "settlement" method and included as a component of interest income in
the statements of operations.

                                      F-59
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    INVENTORIES--Inventories are stated at the lower of cost or market. Cost is
determined using the weighted average cost method.

    RECOVERABLE TAXES--Recoverable taxes represent Value Added Taxes paid on the
acquisition of raw materials and other services which can be offset against
future like taxes due on sales.

    PROPERTY, PLANT AND EQUIPMENT, NET--Property, plant and equipment, net is
stated at cost less accumulated depreciation. Major renewals and improvements
are capitalized, while maintenance and repairs are expensed as incurred.
Depreciation is computed on the straight-line method based on the estimated
useful lives of assets. Useful lives for property, plant and equipment are as
follows:

<TABLE>
<CAPTION>
                                                               YEARS
                                                              --------
<S>                                                           <C>
Buildings...................................................      25
Machinery and equipment.....................................    4-25
Furniture, fixtures and other...............................    4-10
</TABLE>

    Fosfertil capitalizes interest on borrowings during the construction period
of major capital projects. The capitalized interest is recorded as part of the
asset to which it relates and is amortized over the asset's estimated useful
life.

    IMPAIRMENT OF LONG-LIVED ASSETS--Fosfertil reviews for impairment its
long-lived assets whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. In performing the review for
recoverability, Fosfertil estimates the future cash flows expected to result
from the use of the asset and its eventual disposition. If the sum of the
expected future cash flows (undiscounted and without interest changes) is less
than the carrying amount of the asset, an impairment loss is recognized;
otherwise, no impairment loss is recognized. Measurement of an impairment loss
to be recognized for long-lived assets that Fosfertil expects to hold and use is
based on the excess of carrying value over the fair value of the asset.

    INCOME TAXES--Fosfertil operates in only one tax jurisdiction, which is
Brazil. The provision for income taxes includes income taxes currently payable
and deferred income taxes arising as a result of temporary differences between
financial and tax reporting.

    REVENUE RECOGNITION--Sales of mineral products are recognized as risk and
title to the product transfer to the customer, which occurs at the time the
shipment is made. Gross sales are reduced by sales taxes to arrive at net sales.

    NEW ACCOUNTING PRONOUNCEMENTS--In June 1999, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 137, Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB SFAS No. 133, which defers
the effective date of SFAS No. 133 to all fiscal quarters of all fiscal years
beginning after June 15, 2000. SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, issued in June 1998 as amended by SFAS
No. 138, Accounting for Derivative Instruments and Hedging Activities,
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and hedging
activities. It requires an entity to recognize all derivatives as either assets
or liabilities in the statement of financial position and measure those
instruments at fair value. The adoption of SFAS 133 will not have a material
impact on the Company's financial statements.

                                      F-60
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Securities and Exchange Commission ("SEC") Staff Accounting Bulletin
No. 101, as amended, Revenue Recognition in Financial Statements ("SAB 101"),
was issued in December 1999 and provides an interpretation of when the revenue
recognition criteria have been met. If a transaction is within the scope of
specific authoritative literature that provides revenue recognition guidance,
that literature should continue to be applied. However, in the absence of
authoritative literature addressing specific arrangement or a specific industry,
SAB 101 is designed to provide additional guidance as to the criteria that will
be applied by the SEC. The additional guidance of SAB 101 will not have any
effect on the Company's revenue recognition policies.

2.  INVENTORIES

    Inventories consist of the following:

<TABLE>
<CAPTION>
                                                     DECEMBER 31,   MARCH 31,
(US$ IN THOUSANDS)                                       1999          2000
------------------                                   ------------   ----------
<S>                                                  <C>            <C>
Raw materials......................................     $22,641      $ 27,113
Finished goods.....................................      32,912        55,930
Operating supplies.................................      26,923        29,393
                                                        -------      --------
Total..............................................     $82,476      $112,436
                                                        =======      ========
</TABLE>

3.  PROPERTY, PLANT AND EQUIPMENT, NET

<TABLE>
<CAPTION>
                                                     DECEMBER 31,    MARCH 31,
(US$ IN THOUSANDS)                                       1999           2000
------------------                                   -------------   ----------
<S>                                                  <C>             <C>
Land...............................................    $  22,301     $  22,833
Buildings..........................................      219,403       224,840
Machinery and equipment............................      532,051       550,496
Furniture, fixtures and other......................       46,874        48,179
                                                       ---------     ---------
                                                         820,629       846,348
Less accumulated depreciation......................     (555,693)     (575,733)
Plus construction in process.......................       41,599        53,950
                                                       ---------     ---------
Total..............................................    $ 306,535     $ 324,565
                                                       =========     =========
</TABLE>

    Fosfertil capitalized interest on construction in progress in the amount of
$1,007 thousand and $2,562 thousand during the three months ended March 31, 2000
and the year ended December 31, 1999, respectively. Depreciation expense was
$6,778 thousand and $18,701 thousand for the three months ended March 31, 2000
and the year ended December 31, 1999, respectively.

4.  INCOME TAXES

    The reconciliation between the actual provision for income taxes and that
computed by applying the statutory rate is based on Brazil statutory tax rates.

                                      F-61
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  INCOME TAXES (CONTINUED)
    The components of the provision for income taxes are:

<TABLE>
<CAPTION>
                                                                    THREE MONTHS
                                                      YEAR ENDED       ENDED
                                                     DECEMBER 31,    MARCH 31,
(US$ IN THOUSANDS)                                       1999           2000
------------------                                   ------------   ------------
<S>                                                  <C>            <C>
Current............................................    $(27,304)       $(2,322)
Deferred...........................................         (43)           799
                                                       --------        -------
Income tax expense.................................    $(27,347)       $(1,523)
                                                       ========        =======
</TABLE>

    Reconciliation of the income tax expense at the Brazilian statutory rate to
the effective rate is as follows:

<TABLE>
<CAPTION>
                                                                    THREE MONTHS
                                                      YEAR ENDED       ENDED
                                                     DECEMBER 31,    MARCH 31,
(US$ IN THOUSANDS)                                       1999           2000
------------------                                   ------------   ------------
<S>                                                  <C>            <C>
Income before income tax and minority interests....    $103,975        $10,623
Statutory income tax rate..........................          33%            34%
                                                       --------        -------
Income tax expense at statutory rate...............      34,312          3,612
Adjustments to derive effective rate:
  Income tax effect on interest on own capital.....      (7,143)        (1,797)
  Changes in tax rates.............................          --           (716)
  Other............................................         178            424
                                                       --------        -------
Income tax expense.................................    $ 27,347        $ 1,523
                                                       ========        =======
</TABLE>

    INTEREST ON OWN CAPITAL--Brazilian corporations are permitted to determine a
tax-deductible notional interest expense associated with shareholders' equity,
which could either be paid in cash in the form of a dividend or used to increase
capital stock in the statutory records. The amount of any such notional interest
expense is generally limited in respect of any particular year to the product of
(a) Brazilian GAAP retained earnings for such year multiplied by (b) the TAXA DE
JUROS DE LONGO PRAZO (TJLP) interest rate, the official rate for government
long-term loans. For financial reporting purposes, interest attributed to
shareholders' equity is reflected as a dividend and charged to retained
earnings.

    The components of deferred income taxes are as follows:

<TABLE>
<CAPTION>
                                                        DECEMBER 31,   MARCH 31,
(US$ IN THOUSANDS)                                          1999         2000
------------------                                      ------------   ---------
<S>                                                     <C>            <C>
Deferred income tax assets:
Excess of tax basis over financial statement basis of
  property, plant and equipment.......................     $ 6,452      $ 5,780
Accruals and reserves not currently deductible for tax
  purposes............................................      11,133       13,037
                                                           -------      -------
Total deferred income taxes...........................     $17,585      $18,817
                                                           =======      =======
</TABLE>

                                      F-62
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  INCOME TAXES (CONTINUED)
    For the three months ended March 31, 2000, and the year ended December 31,
1999, Fosfertil paid income taxes of $1,782 thousand, and $28,417 thousand,
respectively.

5.  FINANCIAL INSTRUMENTS

    RISK MANAGEMENT--Fosfertil, as a result of its operating and financing
activities, is exposed to changes in Brazilian interest rates and foreign
currency exchange rates which may affect its results of operations and financial
position. Fosfertil uses derivative financial instruments for the purpose of
minimizing the risks and/or costs associated with fluctuations in foreign
exchange rates. While these hedging instruments are subject to fluctuations in
value, such fluctuations are generally offset by the value of the underlying
exposures being hedged. The counterparties to these contractual arrangements are
a small group of major financial institutions with which Fosfertil also has
other financial relationships. As such, credit risk arising from these contracts
is not significant and Fosfertil does not anticipate any significant losses. The
cash requirements arising from risk management activities are not expected to be
material. Fosfertil is not a party to leveraged derivatives.

    CONCENTRATION OF CREDIT RISK--Sales to Manah S.A. and Serrana S.A., both
related parties, accounted for 30% and 35% of net sales for the three months
ended March 31, 2000 and the year ended December 31, 1999, respectively.

    INTEREST RATE RISK MANAGEMENT--Fosfertil enters into fixed for floating
interest rate swaps of the Brazilian floating inter-bank rate ("CDI") to hedge
its exposure to Brazilian interest rates on fixed rate investments. The Company
follows the "settlement" method for accounting for its interest rate swaps as
the investments are entered into simultaneously with the hedged fixed rate
investment and all terms are matched between the hedged item and the swap. The
fixed rate investments, having original maturities of less than 90 days are
classified as cash and cash equivalents. As such the carrying value of interest
swaps are also classified as cash and cash equivalents.

    The total notional amount of pay fixed receive variable interest rate swaps
outstanding as of March 31, 2000 and December 31, 1999 was $37,496 thousand and
$ 92,986 thousand, respectively. Due to the short-term nature of these swaps
their carrying value approximates their fair value.

    FOREIGN CURRENCY RISK MANAGEMENT--Fosfertil enters into foreign currency
exchange swap contracts to hedge foreign currency exposures. The value of
Fosfertil's assets and liabilities denominated in the same currency are netted
and only the net exposure is hedged.

    As of March 31, 2000, Fosfertil had cross-currency swaps outstanding with
notional principal amounts of $3,229 thousand and unrealized gains of
$28 thousand, which were recognized in foreign exchange in the statements of
operations and offset the gains and losses from the assets and liabilities being
hedged. Fosfertil had no outstanding foreign currency derivatives as of
December 31, 1999.

                                      F-63
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.  FINANCIAL INSTRUMENTS (CONTINUED)
    FAIR VALUE OF FINANCIAL INSTRUMENTS--The carrying amounts and fair values of
financial instruments are as follows:

<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1999      MARCH 31, 2000
                                                      -------------------   -------------------
                                                      CARRYING     FAIR     CARRYING     FAIR
(US$ IN THOUSANDS)                                     VALUE      VALUE      VALUE      VALUE
------------------                                    --------   --------   --------   --------
<S>                                                   <C>        <C>        <C>        <C>
Cash and cash equivalents...........................  $ 97,030   $ 97,030   $ 33,414   $ 33,414
Marketable securities...............................    49,608     49,608     49,632     49,632
Short-term debt.....................................     6,524      6,524     32,096     32,096
Long-term debt, including current portion...........   241,485    241,485    238,470    238,470

Foreign currency swaps..............................  $     --   $     --   $     28   $     28
</TABLE>

    CASH AND CASH EQUIVALENTS--The fair value of cash and cash equivalents,
including interest rate swaps, approximates the carrying amount because of the
short maturity of those instruments.

    MARKETABLE SECURITIES--The fair value of marketable securities was
determined based on quoted market prices.

    SHORT-TERM DEBT--The fair value of short-term debt approximates carrying
value because of the short maturity of those instruments.

    LONG-TERM DEBT--The fair value of long-term debt was calculated based on
interest rates currently available to Fosfertil for similar borrowings.

6.  SHORT-TERM DEBT

    Short-term borrowing consists of the following:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   MARCH 31,
(US$ IN THOUSANDS)                                                1999         2000
------------------                                            ------------   ---------
<S>                                                           <C>            <C>
Secured Import Financing Note from 6.9% to 8.4%.............     $6,524       $32,096
                                                                 ------       -------
Total short-term borrowings.................................     $6,524       $32,096
                                                                 ======       =======
</TABLE>

    Fosfertil's short-term debt, predominately held with commercial banks is
generally used to fund working capital requirements. The weighted average
interest rate on short-term debt outstanding as of March 31, 2000 and
December 31, 1999 was 7.52% and 7.45%, respectively. The short-term debt is
denominated in U.S. dollars.

                                      F-64
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.  LONG-TERM DEBT

    Long-term obligations are summarized below:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,   MARCH 31,
(US$ IN THOUSANDS)                                                1999         2000
------------------                                            ------------   ---------
<S>                                                           <C>            <C>
PAYABLE IN U.S. CURRENCY (DOLLAR):
  Long-term debt, variable interest rate indexed to LIBOR(1)
    plus 3.75% to 3.87%, payable through 2008...............    $ 50,219     $ 49,225

PAYABLE IN BRAZILIAN CURRENCY (REAL):
  BNDES(2) loans, variable interest rate indexed to IGPM(3)
    plus 6.5%, payable through 2007.........................     158,337      158,207

  Long-term debt, variable interest rate indexed to TJLP(4)
    plus 8.5% to 10%, payable through 2003..................      26,533       25,198

Other.......................................................       6,396        5,840
                                                                --------     --------
                                                                 241,485      238,470
  Less: Installments due within one year....................     (27,707)     (30,316)
                                                                --------     --------
  Total long-term debt......................................    $213,778     $208,154
                                                                ========     ========
</TABLE>

------------------------------

(1)  The LIBOR for the three months ended March 31, 2000 and the year ended
     December 31, 1999 was 6.3% and 5.8%, respectively

(2)  "BNDES"(Banco Nacional de Desenvolvimento Economico e Social) loans are
     Brazilian government industrial development loans.

(3)  "IGPM" is the Brazilian inflation index published by Fundacao Getulio
     Vargas. The annualized rate for the three months ended March 31, 2000 and
    the year ended December 31, 1999 was 6.8% and 20.1%, respectively.

(4)  "TJLP" is a long-term interest rate reset by the Brazilian government on a
     quarterly basis. The annualized rate for the three months ended March 31,
    2000 and the year ended December 31, 1999 was 12.0% and 13.2%, respectively.

    Certain land, property, plant and equipment having a net carrying value of
approximately $156,540 thousand have been mortgaged or otherwise pledged against
long-term debt of $74,423 thousand as of March 31, 2000.

    Principal maturities of long-term debt as of March 2000 are as follows:

<TABLE>
<CAPTION>
                                                     (US$ IN THOUSANDS)
                                                     ------------------
<S>                                                  <C>
2001...............................................       $ 30,316
2002...............................................         33,187
2003...............................................         26,487
2004...............................................         33,841
2005...............................................         33,841
Later years........................................         80,798
                                                          --------
                                                          $238,470
                                                          ========
</TABLE>

                                      F-65
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.  SHAREHOLDERS' EQUITY

    CAPITAL STRUCTURE--Fosfertil has 19,144,363,453 authorized and outstanding
shares of common stock. No additional shares were authorized, issued or retired
during the three months ended March 31, 2000 or the year ended December 31,
1999.

    LEGAL RESERVES--As per paragraph 1 of article 193 of Brazilian law 6,404/76,
5% of statutory net income is attributed to a legal reserve up to 20% of total
statutory paid-in capital.

    DIVIDENDS--Dividends are payable in Brazilian REAL. Dividends may be
converted to U.S. dollars and remitted to shareholders abroad provided that the
non-resident shareholder's capital is registered with the Brazilian Central
Bank.

9.  EMPLOYEE BENEFITS PLAN

    A Fosfertil subsidiary, Ultrafertil S.A. participates in a multiemployer
defined benefit pension plan and other postretirement benefit plans administered
by the Petrobras de Seguridade Social--Petros.

    A total of 1,831 of Ultrafertil's employees are covered by these plans.
Fosfertil contributed and charged to expense $294 thousand and $1,150 thousand
during the three months ended March 31, 2000 and the year ended December 31,
1999, respectively, related to pension fund contributions. As a member of the
multiemployer plans, Fosfertil's contributions are not segregated in separate
accounts or restricted to provide benefits only to employees of Fosfertil.

10.  RELATED PARTY TRANSACTIONS AND BALANCES

    Fosfertil provides phosphate materials to, mainly, the fertilizer industry
in Brazil. Many of Fosfertil's shareholders are engaged in this industry and
thus buy a majority of Fosfertil's production. The Company recorded net sales of
$53,765 thousand and $290,829 thousand for the three months ended March 31, 2000
and the year ended December 31, 1999, respectively, to its shareholders.
Accounts receivable from shareholders were $8,459 thousand and $12,509 thousand
at March 31, 2000 and December 31, 1999, respectively.

11.  COMMITMENTS AND CONTINGENCIES

    Fosfertil is party to a number of claims and lawsuits arising out of the
normal course of business with respect to commercial matters, including various
tax and labor claims. After taking into account liabilities recorded for all of
the foregoing matters, management believes that the ultimate resolution of such
matters will not have a material adverse affect on Fosfertil's financial
condition, results of operations or liquidity. Provisions for claims and
lawsuits of $31,949 thousand and $27,223 thousand at March 31, 2000 and
December 31, 1999, respectively, have been recorded representing management's
estimate of the probable losses on the above mentioned claims and lawsuits. The
Company recorded losses of $4,269 thousand and $15,669 thousand for the three
months ended March 31, 2000 and the year ended December 31, 1999, respectively.

                                      F-66
<PAGE>
          FERTIFOS ADMINISTRACAO E PARTICIPACAO S.A. AND SUBSIDIARIES

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12.  NON-OPERATING INCOME (EXPENSE)--NET

    Non-operating expenses--net consists of income and (expense) items as
follows:

<TABLE>
<CAPTION>
                                                                             THREE MONTHS
                                                              YEAR ENDED        ENDED
                                                             DECEMBER 31,     MARCH 31,
(US$ IN THOUSANDS)                                               1999            2000
------------------                                           -------------   ------------
<S>                                                          <C>             <C>
Interest income............................................    $ 13,373         $ 5,171
Interest expense...........................................     (44,729)         (9,488)
Foreign exchange...........................................     (18,170)          1,387
Other income (expense)--net................................         288            (469)
                                                               --------         -------
Total non-operating income (expense)--net..................    $(49,238)        $(3,399)
                                                               ========         =======
</TABLE>

    For the three months ended March 31, 2000, and the year ended December 31,
1999, Fosfertil paid interest, net of interest capitalized, of $8,329 thousand,
and $14,094 thousand, respectively.

                                      F-67
<PAGE>
                                     [LOGO]
<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Sections 29 and 30 of the bye-laws of Bunge Limited ("Bunge") provide, in
part, that Bunge shall indemnify its directors, secretary and officers from and
against all actions, costs, charges, losses, damages and expenses which they may
incur in the performance of their duties as director, secretary or officer,
provided that such indemnification does not extend to any matter in respect of
any fraud or dishonesty which may attach to any such persons. Section 98 of the
Companies Act 1981, as amended, of Bermuda permits a company to indemnify a
director or officer against any liability incurred by him in defending any
proceedings, whether civil or criminal, in which judgment is given in his favor
or in which he is acquitted or when he is relieved from liability by the court
under section 281 of the Companies Act 1981.

    Bunge maintains standard policies of insurance under which coverage is
provided (a) to its directors, secretary and officers against loss arising from
claims made by reason of breach of duty or other wrongful act, and (b) to Bunge
with respect to payments which may be made by Bunge to such directors, secretary
and officers pursuant to the above indemnification provision or otherwise as a
matter of law.

    The proposed form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement provides for indemnification of Bunge's directors and
officers by the underwriters against certain liabilities.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES.

    Since 1998, Bunge has made the following sales of unregistered securities:

        (a)  the issuance of 170,000 shares of $.01 par value redeemable
    preferred stock by the registrant's wholly owned subsidiary, Bunge First
    Capital Limited, for $1,000 per share, to one sophisticated, accredited
    investor in December 2000. Salomon Smith Barney Inc. acted as placement
    agent in connection with this transaction and received a commission of
    $5,000,000.

        (b)  $107,000,000 aggregate principal amount of 8.51% three-year trust
    certificates and $18,000,000 aggregate principal amount of 8.61% five-year
    trust certificates issued by a trust established by a subsidiary of the
    registrant and sold to seven sophisticated, accredited investors, at par
    value in December 2000.

    Such issuances were made in reliance upon an exemption from the registration
provisions of the Securities Act set forth in Section 4(2) thereof relative to
transactions by an issuer not involving any public offering or the rules and
regulations thereunder.

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS

    The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                  DESCRIPTION
-------                 -----------
<C>                     <S>
          1.1*          Form of Underwriting Agreement

          3.1           Memorandum of Association

          3.2           Bye-laws

          4.1           Form of Common Share Certificate

          4.2           Form of Shareholder Rights Plan

          5.1           Opinion of Conyers Dill & Pearman
</TABLE>

                                      II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                  DESCRIPTION
-------                 -----------
<C>                     <S>
          8.1           Tax Opinion of Conyers Dill & Pearman

          8.2           Tax Opinion of Shearman & Sterling

         10.1           Administrative Services Agreement dated as of July 1, 2001
                        between Bunge Limited and Bunge International Limited

         10.2           Registration Rights Agreement dated as of June 25, 2001
                        between Bunge Limited and the shareholders of Bunge
                        International Limited

         10.3           Pooling Agreement, dated as of August 25, 2000, between
                        Bunge Funding Inc., Bunge Management Services Inc., as
                        Servicer, and The Chase Manhattan Bank, as Trustee.

         10.4           First Amended and Restated Series 2000-1 Supplement, dated
                        as of July 12, 2001, between Bunge Funding Inc., Bunge
                        Management Services Inc., as Servicer, Cooperative Centrale
                        Raiffeisen-BoerenleenBank B.A., "Rabobank International",
                        New York branch, as Letter of Credit Agent, The Chase
                        Manhattan Bank, as Administrative Agent, The Bank of New
                        York, as Collateral Agent and Trustee, and Bunge Asset
                        Funding Corp., as Series 2001-1 Purchaser.

         21.1           Subsidiaries of the Registrant

         23.1           Consent and Report on Schedules of Deloitte & Touche

         23.2           Consent of Deloitte Touche Tohmatsu

         23.3           Consent of Conyers Dill & Pearman (included in Exhibits 5.1
                        and 8.1)

         23.4           Consent of Shearman & Sterling (included in Exhibit 8.2)

         24.1           Power of Attorney (included on signature page)
</TABLE>

    Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with
respect to the registrant's long-term debt are not filed with this registration
statement. The registrant will furnish a copy of any such long-term debt
agreement to the SEC upon request.

------------------------

*   To be filed by amendment.

                                      II-2
<PAGE>
(B) FINANCIAL STATEMENT SCHEDULE

                         BUNGE LIMITED AND SUBSIDIARIES
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                               (US$ IN MILLIONS)

<TABLE>
<CAPTION>
                                                                 ADDITIONS
                                       BALANCE AT    ---------------------------------
                                      BEGINNING OF   CHARGED TO COSTS     CHARGED TO      DEDUCTIONS      BALANCE AT
DESCRIPTION                              PERIOD        AND EXPENSES     OTHER ACCOUNTS   FROM RESERVES   END OF PERIOD
-----------                           ------------   ----------------   --------------   -------------   -------------
<S>                                   <C>            <C>                <C>              <C>             <C>
FOR THE YEAR ENDED DECEMBER 31, 1998
  Allowance for doubtful accounts...      $ 49              16                (3)(a)           (7)(b)        $ 55
  Income tax valuation allowance....      $127               4                (8)(a)           --            $123

FOR THE YEAR ENDED DECEMBER 31, 1999
  Allowance for doubtful accounts...      $ 55              15                (7)(a)           (6)(b)        $ 57
  Income tax valuation allowance....      $123              32               (30)(a)           --            $125

FOR THE YEAR ENDED DECEMBER 31, 2000
  Allowance for doubtful accounts...      $ 57               7                 6 (a)          (11)(b)        $ 59
  Income tax valuation allowance....      $125               9               (11)(a)          (28)(c)          95
</TABLE>

------------------------

(a) Foreign exchange translation adjustments for all periods and effects of
    acquisitions of subsidiaries for 2000.

(b) Write-off of uncollectible accounts.

(c) Reversal of previously reserved net operating losses resulting from a merger
    of our Brazilian subsidiaries.

                                      II-3
<PAGE>
ITEM 9. UNDERTAKINGS.

    (a) The undersigned hereby undertakes that insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

    (b) The undersigned registrant hereby undertakes that:

        (1) For purposes of determining any liability under the Securities Act,
    the information omitted from the form of prospectus filed as part of this
    registration statement in reliance upon Rule 430A and contained in a form of
    prospectus filed by the registrant pursuant to under Rule 424(b)(1) or
    (4) or 497(h) under the Securities Act shall be deemed to be part of this
    registration statement as of the time it was declared effective; and

        (2) For the purpose of determining any liability under the Securities
    Act, each post-effective amendment that contains a form of prospectus shall
    be deemed to be a new registration statement relating to the securities
    offered therein, and that offering of such securities at that time shall be
    deemed to be the initial bona fide offering thereof.

    (c) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements,
certificates in such determination and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

                                      II-4
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in White Plains, New York on July 13, 2001.

<TABLE>
<S>                                                    <C>  <C>
                                                       BUNGE LIMITED

                                                       By:  /s/ ALBERTO WEISSER
                                                            -----------------------------------------
                                                            Alberto Weisser
                                                            Chief Executive Officer and Chairman of
                                                            the Board of Directors
</TABLE>

                               POWER OF ATTORNEY

    Each person whose signature appears below hereby appoints Alberto Weisser
and William M. Wells his true and lawful attorney-in-fact with the authority to
execute in the name of each such person, and to file with the Securities and
Exchange Commission and the Bermuda Registrar of Companies, together with any
exhibits thereto and other documents therewith, any and all amendments
(including without limitation post-effective amendments) to this registration
statement and any related Rule 462(b) registration statement or any amendment
thereto necessary or advisable to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission and the Companies Act 1981 of Bermuda
in respect thereof, which amendments may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been duly signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                        NAME                           TITLE                               DATE
                        ----                           -----                               ----
<C>                                                    <S>                          <C>
                 /s/ ALBERTO WEISSER                   Chief Executive Officer and
     -------------------------------------------         Chairman of the Board of     July 13, 2001
                   Alberto Weisser                       Directors

                /s/ WILLIAM M. WELLS
     -------------------------------------------       Chief Financial Officer        July 13, 2001
                  William M. Wells

              /s/ THEODORE P. FOX, III
     -------------------------------------------       Controller and Principal       July 13, 2001
                Theodore P. Fox, III                     Accounting Officer

                 /s/ JORGE BORN, JR.
     -------------------------------------------       Director                       July 13, 2001
                   Jorge Born, Jr.
</TABLE>

                                      II-5
<PAGE>

<TABLE>
<CAPTION>
                        NAME                           TITLE                               DATE
                        ----                           -----                               ----
<C>                                                    <S>                          <C>
                 /s/ ERNEST BACHRACH
     -------------------------------------------       Director                       July 13, 2001
                   Ernest Bachrach

                 /s/ ENRIQUE BOILINI
     -------------------------------------------       Director                       July 13, 2001
                   Enrique Boilini

                 /s/ MICHAEL BULKIN
     -------------------------------------------       Director                       July 13, 2001
                   Michael Bulkin

                /s/ OCTAVIO CARABALLO
     -------------------------------------------       Director                       July 13, 2001
                  Octavio Caraballo

                /s/ FRANCIS COPPINGER
     -------------------------------------------       Director                       July 13, 2001
                  Francis Coppinger

    /s/ BERNARD DE LA TOUR D'AUVERGNE LAURAGUAIS
     -------------------------------------------       Director                       July 13, 2001
      Bernard de La Tour d'Auvergne Lauraguais

                 /s/ WILLIAM ENGELS
     -------------------------------------------       Director                       July 13, 2001
                   William Engels

               /s/ CARLOS BRAUN SAINT
     -------------------------------------------       Director                       July 13, 2001
                 Carlos Braun Saint

              /s/ LUDWIG SCHMITT-RHADEN
     -------------------------------------------       Director                       July 13, 2001
                Ludwig Schmitt-Rhaden

/s/ WILLIAM M. WELLS
-------------------------------------------            Authorized Representative
Bunge Limited, U.S. office                               in the United States         July 13, 2001
By: William M. Wells, Chief Financial Officer
</TABLE>

                                      II-6
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                  DESCRIPTION
-------                 -----------
<C>                     <S>
         1.1*           Form of Underwriting Agreement

         3.1            Memorandum of Association

         3.2            Bye-laws

         4.1            Form of Common Share Certificate

         4.2            Form of Shareholder Rights Plan

         5.1            Opinion of Conyers Dill & Pearman

         8.1            Tax Opinion of Conyers Dill & Pearman

         8.2            Tax Opinion of Shearman & Sterling

        10.1            Administrative Services Agreement dated July 1, 2001 between
                        Bunge Limited and Bunge International Limited

        10.2            Registration Rights Agreement dated June 25, 2001 between
                        Bunge Limited and the shareholders of Bunge International
                        Limited

        10.3            Pooling Agreement, dated as of August 25, 2000, between
                        Bunge Funding Inc., Bunge Management Services Inc., as
                        Servicer, and The Chase Manhattan Bank, as Trustee.

        10.4            First Amended and Restated Series 2000-1 Supplement, dated
                        as of July 12, 2001, between Bunge Funding Inc., Bunge
                        Management Services Inc., as Servicer, Cooperative Centrale
                        Raiffeisen-BoerenleenBank B.A., "Rabobank International",
                        New York branch, as Letter of Credit Agent, The Chase
                        Manhattan Bank, as Administrative Agent, The Bank of New
                        York, as Collateral Agent and Trustee, and Bunge Asset
                        Funding Corp., as Series 2001-1 Purchaser.

        21.1            Subsidiaries of the Registrant

        23.1            Consent and Report on Schedules of Deloitte & Touche

        23.2            Consent of Deloitte Touche Tohmatsu

        23.3            Consent of Conyers Dill & Pearman (included in Exhibits 5.1
                        and 8.1)

        23.4            Consent of Shearman & Sterling (included in Exhibit 8.2)

        24.1            Power of Attorney (included on signature page)
</TABLE>

------------------------

*   To be filed by amendment.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>a2054045zex-3_1.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>

<PAGE>

                                                                     EXHIBIT 3.1

                                                          Registration No. 20791



                                     [SEAL]

                                     BERMUDA

                          CERTIFICATE OF INCORPORATION
                                ON CHANGE OF NAME

            I HEREBY CERTIFY that in accordance with section 10 of THE COMPANIES
            ACT 1981 BUNGE AGRIBUSINESS LIMITED by resolution and with the
            approval of the Registrar of Companies has changed its name and was
            registered as BUNGE LIMITED on the 5TH day of FEBRUARY, 1999.

                                         Given under my hand and the Seal of the
                   [SEAL]                REGISTRAR OF COMPANIES this 9TH
                                         day of FEBRUARY, 1999.


                                         /s/ Illegible
                                         for Registrar of Companies











<PAGE>

                                                          Registration No. 20791



                                     [SEAL]

                                     BERMUDA

                         CERTIFICATE OF REGISTRATION OF
                        ALTERED MEMORANDUM OF ASSOCIATION


         THIS IS TO CERTIFY that a copy of the Memorandum of Association
                                       of

                                  BUNGE LIMITED

    altered in accordance with section 12 of THE COMPANIES ACT 1981 ("the Act")
    and the consent granted by the Minister to section 4A were delivered to the
    Registrar of Companies and registered on the 6TH day of APRIL, 2001 pursuant
    to section 12(9) of the Act.

            [SEAL]                       Given under my hand and the Seal of
                                         the REGISTRAR OF COMPANIES
                                         this 11TH day of APRIL, 2001.


                                         /s/ Illegible
                                         for Registrar of Companies


<PAGE>



FORM NO. 2


                                     [SEAL]


                                     BERMUDA
                             THE COMPANIES ACT 1981
                          MEMORANDUM OF ASSOCIATION OF
                            COMPANY LIMITED BY SHARES
                              (Section 7(1) and (2))

                        AMENDED MEMORANDUM OF ASSOCIATION
                                       OF

                           Bunge Agribusiness Limited
                   (hereinafter referred to as "the Company")


      1.    The liability of the members of the Company is limited to the amount
            (if any) for the time being unpaid on the shares respectively held
            by them.

      2.    We, the undersigned, namely,

<TABLE>
<CAPTION>

             NAME       ADDRESS           BERMUDIAN       NATIONALITY      NUMBER OF
                                           STATUS                          SHARES
                                          (Yes/No)                         SUBSCRIBED

<S>                     <C>                  <C>           <C>             <C>
     Anthony Whaley     Clarendon House      Yes           British          One
                        Church Street
                        Hamilton
                        Bermuda

     Edwin S. Mortimer      "                Yes           British          One
     John C.R. Collis       "                Yes           British          One
</TABLE>




       do hereby respectively agree to take such number of shares of the Company
       as may be allotted to us respectively by the provisional directors of the
       Company, not exceeding the number of shares for which we have
       respectively subscribed, and to satisfy such calls as may be made by the
       directors, provisional directors or promoters of the Company in respect
       of the shares allotted to us respectively.


<PAGE>




      3.    The Company is to be an exempted Company as defined by the Companies
            Act 1981.

      4.    The Company has power to hold land situated in Bermuda not exceeding
            in all, including the following parcels-

               N/A

      5.    The authorised share capital of the Company is US$12,000 divided
            into shares of US$1.00 each. The minimum subscribed share capital of
            the Company is US$12,000.

      6.    The objects for which the Company is formed and incorporated are -

            1.       * See Schedule                      Altered 4/6/2001

      7.    Powers of the Company

            1.       * See Schedule                      Altered 4/6/2001
























<PAGE>



                                                                        SCHEDULE

That the memorandum of association of the Company be and is hereby altered as
follows:

(i)   By the replacement of the present objects in paragraph 6 with new objects
      as follows:-

OBJECTS OF THE COMPANY:

            1)    to carry on the business of the production, development,
                  processing, manufacturing, purchasing, handling, selling and
                  trading of, and otherwise dealing in, all types of
                  agricultural produce and commodities and their derivatives and
                  all types of animals and animal products and their derivatives
                  and all types of branded food products;

            2)    to carry on the business of seed crushing, oil extraction by
                  crushing and any other processes and milling;

            3)    to carry on the business of mining and quarrying of fertilizer
                  raw materials and the production, development, processing,
                  manufacturing, purchasing, handling, selling and trading of,
                  and otherwise dealing in, fertilizers of every description;

            4)    to carry on the business of logistics and transportation
                  services;

            5)    to carry on by electronic means, including, but not limited
                  to, by way of the computer network commonly referred to as the
                  Internet, all types of activities relating to those businesses
                  referred to in paragraphs 1 to 4 above;

            6)    to act and to perform all the functions of a holding company
                  in all its branches and to co-ordinate the policy and
                  administration of any subsidiary company or affiliated company
                  wherever incorporated or carrying on business or of any group
                  of companies of which the Company or any subsidiary company or
                  affiliated company is a member or which are in any manner
                  controlled directly or indirectly by the Company (any of the
                  companies referred to in this paragraph 6 is referred to below
                  as a "group company");

            7)    to act as an investment company and for that purpose to
                  acquire and hold upon any terms and, either in the name of the
                  Company or that of any nominee, shares, stock, debentures,
                  debenture stock, ownership interests, annuities, notes,
                  mortgages, bonds, obligations and securities, foreign
                  exchange, foreign currency deposits and commodities, issued or
                  guaranteed by any company or partnership wherever
                  incorporated, established or carrying on business, or by any
                  government, sovereign, ruler, commissioners, public body or
                  authority, supreme, municipal, local or otherwise, by original
                  subscription, tender, purchase, exchange, underwriting,
                  participation in syndicates or in any other manner and


<PAGE>



                                       -2-

                  whether or not fully paid up, and to make payments thereon as
                  called up or in advance of calls or otherwise and to subscribe
                  for the same, whether conditionally or absolutely, and to hold
                  the same with a view to investment, but with the power to vary
                  any investments, and to exercise and enforce all rights and
                  powers conferred by or incident to the ownership thereof, and
                  to invest and deal with the moneys of the Company not
                  immediately required upon such securities and in such manner
                  as may be from time to time determined;

            8)    to provide financing and financial services (including, but
                  not limited to, credit enhancement) and to make financial
                  accommodation and to advance and lend money or real, personal
                  and mixed properties with or without interest on cash, credit
                  (including, but not limited to, export finance credit) or
                  other accounts on policies, bonds, debentures, bills of
                  exchange, promissory notes, letters of credit or other
                  obligations to any group company, and to act as agent, broker
                  or intermediary for any group company in the arranging of
                  financial accommodation, loans, advances and financings and
                  the provision of security or collateral related thereto and in
                  the repayment or refinancing of such arrangements and the
                  realisation of such security including the enforcement of
                  guarantees and indemnities and the collection of cheques,
                  bills or notes on behalf of any group company;

            9)    to carry on business as financial consultants and arrangers in
                  relation to, and the provision of related services for the
                  identification and negotiation of, investments, acquisitions,
                  securitisations and related transactions (including, but not
                  limited to, any of the foregoing involving assets, shares,
                  stocks, joint venture or partnership interests or other
                  ownership interests) and for the identification, evaluation
                  and negotiation of the funding and financial structure of such
                  investments or acquisitions or similar transactions and to
                  provide advisory services in connection with the management of
                  assets or ownership interests throughout the world to any
                  group company;

            10)   to borrow or raise or secure the payment of money in such
                  manner as the Company may think fit and to secure the same or
                  the repayment or performance of any debt, liability, contract,
                  guarantee or other arrangement incurred or to be entered into
                  by the Company in any way and in particular by the issue of
                  debentures, debenture stock, bonds, obligations and otherwise
                  howsoever whether perpetual or otherwise charged upon all or
                  any of the Company's property and to purchase, redeem or
                  otherwise pay off such securities;

            11)   to lend or deposit with any person funds or other assets to
                  provide collateral or credit enhancement for loans or other
                  forms of financing provided to any group company and providing
                  collateral by way of mortgage, charge, pledge, lien or
                  promissory note or any other form of security as may be
                  required therefor;


<PAGE>



                                       -3-

            12)   to engage in or enter into, or arrange for any group company,
                  all forms of trading in commodities, currencies and property
                  generally including, without limitation, all forms of
                  contracts and agreements (whether spot, forward, swap or
                  otherwise), derivative financial instruments and products and
                  other rate protection transactions and options and futures on
                  the foregoing and on indices derived from the foregoing;

            13)   as set out in paragraphs (b) to (n) and (p) to (u) inclusive
                  of the Second Schedule to The Companies Act 1981.

(ii)  By the replacement of the present powers in paragraph 7 with new powers as
      follows:-

            POWERS OF THE COMPANY;

            1)    the Company shall, pursuant to Section 42 of The Companies Act
                  1981, have the power to issue preference shares which are, at
                  the option of the holder, liable to be redeemed;

            2)    the Company shall have the power to grant pensions, annuities,
                  or other allowances, including allowances on death, to or for
                  the benefit of any directors, officers or employees or former
                  directors, officers or employees of the Company or any group
                  company or former group company or of any predecessor in
                  business of any of them, and to the relations, connections or
                  dependants of any such persons, and to other persons whose
                  service or services have directly or indirectly been of
                  benefit to the Company or whom the Company considers have any
                  moral claim on the Company or to their relations, connections
                  or dependants, and to establish or support or aid in the
                  establishment or support of any associations, institutions,
                  clubs, schools, building and housing schemes, funds and
                  trusts, and to make payments toward insurance or other
                  arrangements likely to benefit any such persons or otherwise
                  advance the interests of the Company or of its Members, and to
                  subscribe, guarantee or pay money for any purpose likely,
                  directly or indirectly, to further the interests of the
                  Company or of its Members or for any national, charitable,
                  benevolent, educational, religious, social, public, general or
                  useful object;

            3)    the Company shall have the power to establish and operate any
                  plan or scheme for encouraging or facilitating the holding of
                  shares in the Company by or for the benefit of the bona fide
                  employees or former employees (including directors or
                  officers) employed by the Company and any group company, or
                  the wives, husbands, widows, widowers or children or step-
                  children of such employees or former employees and, without
                  limitation, the establishment and operation of any plan or
                  scheme to grant shares or options to acquire shares in the
                  Company to remunerate or provide an incentive to any such
                  employees or former employees;

            4)    the Company shall not have the power set out in paragraph 8 of
                  the First Schedule to The Companies Act 1981.







<PAGE>



























Signed by each subscriber in the presence of at least one witness attesting the
signature thereof -


--------------------------------------     -------------------------------------

   /s/ Anthony Whaley                         /s/ Karen O'Connor
--------------------------------------     -------------------------------------

   /s/ Edwin S. Mortimer                      /s/ Karen O'Connor
--------------------------------------     -------------------------------------

   /s/ John C. R. Collis                      /s/ Karen O'Connor
--------------------------------------     -------------------------------------

           (Subscribers)                               (Witnesses)


SUBSCRIBED this 11th day of May, 1995.


<PAGE>



















STAMP DUTY (To be affixed)







RC3

<PAGE>



                             THE COMPANIES ACT 1981

                                 FIRST SCHEDULE

A company limited by shares may exercise all or any of the following powers
subject to any provision of the law or its memorandum:

1.    [Deleted]

2.    to acquire or undertake the whole or any part of the business, property
      and liabilities of any person carrying on any business that he company is
      authorised to carry on;

3.    to apply for register, purchase, lease, acquire, hold, use, control,
      licence, sell, assign or dispose of patents, patent rights, copyrights,
      trade makers, formulae, licences, inventions, processes, distinctive
      makers and similar rights;

4.    to enter into partnership or into any arrangement for sharing of profits,
      union of interests, co-operation, joint venture, reciprocal concession or
      otherwise with any person carrying on or engaged in or about to carry on
      or engage in any business or transaction that the company is authorised to
      carry on or engage in or any business or transaction capable of being
      conducted so as to benefit the company;

5.    to take or otherwise acquire and hold securities in any other body
      corporate having objects altogether or in part similar to those of the
      company or carrying on any business capable of being conducted so as to
      benefit the company;

6.    subject to section 96 to lend money to any employee or to any person
      having dealings with the company or with whom the company proposes to have
      dealings or to any other body corporate any of those shares are held by
      the company;

7.    to apply for, secure or acquire by grant, legislative enactment,
      assignment, transfer, purchase or otherwise and to exercise, carry out and
      enjoy any charter, licence, power, authority, franchise, concession, right
      or privilege, that any government or authority or any body corporation or
      other public body may be empowered to grant, and to pay for, aid in and
      contribute toward carrying it into effect and to assume any liabilities or
      obligations incidental thereto;

8.    to establish and support or aid in the establishment and support of
      associations, institutions, funds or trusts for the benefit of employees
      or former employees of the company or its predecessors, or the dependants
      or connections of such employees or former employees, and grant pensions
      and allowances, and make payments towards insurance or for any object
      similar to those set forth in this paragraph, and to subscribe or
      guarantee money for charitable, benevolent, educational and religious
      objects or for any exhibition or for any public, general or useful
      objects;

9.    to promote any company for the purpose of acquiring or taking over any of
      the property and liabilities of the company or for any other purpose that
      may benefit the company;






<PAGE>



                                       -2-

10.   to purchase, lease, take in exchange, hire or otherwise acquire any
      personal property and any rights or privileges that the company considers
      necessary or convenient for the purposes of its business;

11.   to construct, maintain, alter, renovate and demolish any buildings or
      works necessary or convenient for its objects;

12.   to take land in Bermuda by way of lease or letting agreement for a term
      not exceeding twenty-one years, being land "BONA FIDE" required for the
      purposes of the business of the company and with the consent of the
      Minister granted in his discretion to take land in Bermuda by way of lease
      or letting agreement for a similar period in order to provide
      accommodation or recreational facilities for its officers and employees
      and when no longer necessary for any of the above purposes to terminate or
      transfer the lease or letting agreement;

13.   except to the extent, if any, as may be otherwise expressly provided in
      its incorporating Act or memorandum and subject to the provisions of this
      Act every company shall have power to invest the moneys of the Company by
      way of mortgage of real or personal property of every description in
      Bermuda or elsewhere and to sell, exchange, vary, or dispose of such
      mortgage as the company shall from time to time determine;

14.   to construct, improve, maintain, work, manage, carry out or control any
      roads, ways, tramways, branches or sidings, bridges, reservoirs,
      watercourses, wharves, factories, warehouses, electric works, shops,
      stores and other works and conveniences that may advance the interests of
      the company and contribute to, subsidise or otherwise assist or take part
      in the construction, improvement, maintenance, working, management,
      carrying out or control thereof;

15.   to raise and assist in raising money for, and aid by way of bonus, loan,
      promise, endorsement, guarantee or otherwise, any person and guarantee the
      performance or fulfilment of any contracts or obligations of any person,
      and in particular guarantee the payment of the principal of and interest
      on the debt obligations of any such person;

16.   to borrow or raise or secure the payment of money in such manner as the
      company may think fit;

17.   to draw, make, accept, endorse, discount, execute and issue bills of
      exchange, promissory notes, bills of lading, warrants and other negotiable
      or transferable instruments;

18.   when properly authorised to do so, to sell, lease, exchange or otherwise
      dispose of the undertaking of the company or any part thereof as an
      entirety or substantially as an entirety for such consideration as the
      company thinks fit;

19.   to sell, improve, manage, develop, exchange, lease, dispose of, turn to
      account or otherwise deal with the property of the company in the ordinary
      course of its business;








<PAGE>



                                      - 3 -

20.   to adopt such means of making known the products of the company as may
      seem expedient, and in particular by advertising, by purchase and
      exhibition of works of art or interest, by publication of books and
      periodicals and by granting prizes and rewards and making donations;

21.   to cause the company to be registered and recognised in any foreign
      jurisdiction, and designate persons therein according to the laws of that
      foreign jurisdiction or to represent the company and to accept service for
      and on behalf of the company of any process or suit;

22.   to allot and issue fully-paid shares of the company in payment or part
      payment of any property purchase or otherwise acquired by the company or
      for any past services performed for the company;

23.   to distribute among the members of the company in cash, kind, specie or
      otherwise as may be resolved, by way of dividend, bonus or in any other
      manner considered advisable, any property of the company, but not so as to
      decrease the capital of the company unless the distribution is made for
      the purpose of enabling the company to be dissolved or the distribution,
      apart from this paragraph, would be otherwise lawful;

24.   to establish agencies and branches;

25.   to take or hold mortgages, hypothecs, liens and charges to secure payment
      of the purchase price, or of any unpaid balance of the purchase price, of
      any part of the property of the company of whatsoever kind sold by the
      company, or for any money due to the company from purchasers and others
      and to sell or otherwise dispose of any such mortgage, hypothec, lien or
      charge;

26.   to pay all costs and expenses of or incidental to the incorporation and
      organisation of the company;

27.   to invest and deal with the moneys of the company not immediately required
      for the objects of the company in such manner as may be determined;

28.   to do any of the things authorised by this subsection and all things
      authorised by its memorandum as principals, agents, contractors, trustees
      or otherwise, and either alone or, in conjunction with others;

29.   to do all such other things as are incidental or conducive to the
      attainment of the objects and the exercise of the powers of the company.

      Every company may exercise its powers beyond the boundaries of Bermuda to
the extent to which the laws in force where the powers are sought to be
exercised permit.


<PAGE>



                             THE COMPANIES ACT 1981

                                 SECOND SCHEDULE

A company may by reference include in its memorandum any of the following
objects that is to say the business of:

(a)   INTENTIONALLY DELETED;

(b)   packaging of goods of all kinds;

(c)   buying, selling and dealing in goods of all kinds;

(d)   designing and manufacturing of goods of all kinds;

(e)   mining and quarrying and exploration for metals, minerals, fossil fuels
      and precious stones of all kinds and their preparation for sale or use;

(f)   exploring for, the drilling for, the moving, transporting and re-fining
      petroleum and hydro carbon products including oil and oil products;

(g)   scientific research including the improvement, discovery and development
      of processes, inventions, patents and designs and the construction,
      maintenance and operation of laboratories and research centres;

(h)   land, sea and air undertakings including the land, ship and air carriage
      of passengers, mails and goods of all kinds;

(i)   ships and aircraft owners, managers, operators, agents, builders and
      repairers;

(j)   acquiring, owning, selling, chartering, repairing or dealing in ships and
      aircraft;

(k)   travel agents, freight contractors and forwarding agents;

(l)   dock owners, wharfingers, warehousemen;

(m)   ship chandlers and dealing in rope, canvas oil and ship stores of all
      kinds;

(n)   all forms of engineering;

(o)   INTENTIONALLY DELETED;

(p)   farmers, livestock breeders and keepers, graziers, butchers, tanners and
      processors of and dealers in all kinds of live and dead stock, wool,
      hides, tallow, grain, vegetables and other produce;


<PAGE>

(q)   acquiring by purchase or otherwise and holding as an investment
      inventions, patents, trade marks, trade names, trade secrets, designs and
      the like;

(r)   buying, selling, hiring, letting and dealing in conveyances of any sort;
      and

(s)   employing, providing, hiring out and acting as agent for artists, actors,
      entertainers of all sorts, authors, composers, producers, engineers and
      experts or specialists of any kind.

(t)   to acquire by purchase or otherwise hold, sell, dispose of and deal in
      real property situated outside Bermuda and in personal property of all
      kinds wheresoever situated.

(u)   to enter into any guarantee, contract of indemnity or suretyship and to
      assure, support or secure with or without consideration or benefit the
      performance of any obligations of any person or persons and to guarantee
      the fidelity of individuals filling or about to fill situations of trust
      or confidence.


<PAGE>



FORM NO. la




                                     [SEAL]

                                     BERMUDA
                             THE COMPANIES ACT 1981

                                     CONSENT



                            Pursuant to section 6 (1)

In exercise of the powers conferred upon him by section 6 (1) of the Companies
Act 1981, the Minister of Finance hereby gives his consent to

                           BUNGE AGRIBUSINESS LIMITED

to be registered as an exempted Company under the Companies Act 1981, subject to
the provisions of the said Act,







Dated this 17th day of May 1995


                                           /s/ John S. Pearman
                                           --------------------------
                                           Acting Minister of Finance


<PAGE>



Form No. 5


                                     [SEAL]

                                     BERMUDA

                             THE COMPANIES ACT 1981
                            CERTIFICATE OF DEPOSIT OF
                            MEMORANDUM OF ASSOCIATION
                       AND CONSENT GRANTED BY THE MINISTER


               THIS IS TO CERTIFY that a Memorandum of Association
                                       of


                           BUNGE AGRIBUSINESS LIMITED

and the consent granted by the Minister under section 6(1) of the Act was
delivered to the Office of the Registrar of Companies on the 18th day of May,
1995 in accordance with the provisions of section 14(2) of the Act.


                                              IN WITNESS WHEREOF I have
                                              hereto set my hand this


                                              18th day of May, 1995
                                              ---------------------


                                              /s/ Illegible
                                              ----------------------------
                                              for Registrar of Companies



            Minimum Capital of the Company:    US$ 12,000.00
                                               -------------

            Authorised Capital of the Company: US$ 12,000.00
                                               -------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>a2054045zex-3_2.txt
<DESCRIPTION>EXHIBIT 3.2
<TEXT>

<PAGE>

                                                                     Exhibit 3.2

                                    BYE-LAWS

                                       of

                                  BUNGE LIMITED
<PAGE>

                                       (i)

                                TABLE OF CONTENTS


Bye-Law                                                                     Page
-------                                                                     ----

           INTERPRETATION
1          Interpretation......................................................1

           BOARD OF DIRECTORS
2          Board of Directors..................................................2
3          Management of the Company...........................................3
4          Power to appoint manager............................................3
5          Power to authorise specific actions.................................3
6          Power to appoint attorney...........................................3
7          Power to delegate to a committee....................................3
8          Power to appoint and dismiss employees..............................4
9          Power to borrow and charge property.................................4
10         Exercise of power to purchase shares of
              or discontinue the Company.......................................4
11         Election of Directors...............................................4
12         Defects in appointment of Directors.................................5
13         Alternate Directors.................................................5
14         Removal of Directors................................................5
15         Vacancies on the Board..............................................5
16         Notice of meetings of the Board.....................................6
17         Quorum at meetings of the Board.....................................6
18         Meetings of the Board...............................................6
19         Unanimous written resolutions.......................................6
20         Contracts and disclosure of Directors' interests....................7
21         Remuneration of Directors and Members of Committees.................7

           OFFICERS
22         Officers of the Company.............................................7
23         Appointment of Officers.............................................7
24         Remuneration of Officers............................................8
25         Duties of Officers..................................................8
26         Chairman of meetings................................................8
27         Register of Directors and Officers..................................8

           MINUTES
28         Obligations of Board to keep minutes................................8
<PAGE>

                                      (ii)

          INDEMNITY
29        Indemnification of Directors and Officers of the Company.............9
30        Waiver of claim by Member............................................9

          MEETINGS
31        Notice of annual general meeting.....................................9
32        Notice of special general meeting....................................9
33        Accidental omission of notice of general meeting....................10
34        Meeting called on requisition of members............................10
35        Short notice........................................................10
36        Postponement and Cancellation of meetings...........................10
37        Quorum for general meeting..........................................10
38        Adjournment of meetings.............................................10
39        Written resolutions.................................................11
40        Attendance of Directors.............................................11
41        Voting at meetings..................................................11
42        Voting by poll......................................................12
43        Manner of taking a poll.............................................12
44        Ballot procedures...................................................12
45        Seniority of joint holders voting...................................12
46        Instrument of proxy.................................................12
47        Representation of corporations at meetings..........................13
48        Security at General Meetings........................................13

          SHARE CAPITAL AND SHARES
49        Rights of shares....................................................13
50        Power to issue shares...............................................15
51        Variation of rights, alteration of share capital
            and purchase of shares of the Company.............................17
52        Registered holder of shares.........................................17
53        Death of a joint holder.............................................18
54        Share certificates..................................................18
55        Calls on shares.....................................................18
56        Forfeiture of Shares................................................19

          REGISTER OF MEMBERS
57        Contents of Register of Members.....................................19
58        Branch Register of Members..........................................20
59        Inspection of Register of Members...................................20
60        Determination of record dates.......................................20
<PAGE>

                                      (iii)

          TRANSFER OF SHARES
61        Instrument of transfer..............................................20
62        Restriction on transfer.............................................20
63        Transfers by joint holders..........................................21

          TRANSMISSION OF SHARES
64        Representative of deceased Member...................................21
65        Registration on death or bankruptcy.................................21

          DIVIDENDS AND OTHER DISTRIBUTIONS
66        Declaration of dividends by Board...................................21
67        Other distributions.................................................21
68        Reserve fund........................................................22
69        Deduction of amounts due to the Company.............................22

          CAPITALISATION
70        Issue of bonus shares...............................................22
22
          ACCOUNTS AND FINANCIAL STATEMENTS
71        Records of account..................................................22
72        Financial year end..................................................22
73        Financial statements................................................23

          AUDIT
74        Appointment of Auditor..............................................23
75        Remuneration of Auditor.............................................23
76        Vacation of office of Auditor.......................................23
77        Access to books of the Company......................................23
78        Report of the Auditor...............................................23

          NOTICES
79        Notices to Members of the Company...................................24
80        Notices to joint Members............................................24
81        Service and delivery of notice......................................24

          SEAL OF THE COMPANY
82        The seal............................................................24
83        Manner in which seal is to be affixed...............................25

          WINDING-UP
84        Winding-up/distribution by liquidator...............................25

          BUSINESS COMBINATIONS
85        Business combinations...............................................25
<PAGE>

                                      (iv)

          ALTERATION OF BYE-LAWS
86        Alteration of Bye-laws..............................................26

Schedule - Form A (Bye-law 48)................................................27
Schedule - Form B (Bye-law 57)................................................28
Schedule - Form C (Bye-law 61)................................................29
Schedule - Form D (Bye-law 65)................................................30
<PAGE>

                                 INTERPRETATION

1.          INTERPRETATION

            (1) In these Bye-laws the following words and expressions shall,
where not inconsistent with the context, have the following meanings
respectively:-

                  (a)   "Act" means the Companies Act 1981 as amended or
                        re-enacted from time to time;

                  (b)   "Auditor" includes any individual or partnership or any
                        other person;

                  (c)   "Board" means the board of directors appointed or
                        elected pursuant to these Bye-laws and acting by
                        resolution in accordance with the Act and these Bye-laws
                        or the Directors present at a meeting of Directors at
                        which there is a quorum;

                  (d)   "Company" means Bunge Limited, being the company for
                        which these Bye-laws are approved and confirmed;

                  (e)   "Director" means a director of the Company;

                  (f)   "Group" means the Company and every company and other
                        entity which is for the time being controlled by the
                        Company (for these purposes, "control" means the power
                        to direct the management or policies of the person in
                        question, whether by means of an ownership interest or
                        otherwise);

                  (g)   "Member" means the person registered in the Register of
                        Members as the holder of shares in the Company and, when
                        two or more persons are so registered as joint holders
                        of shares, means the person whose name stands first in
                        the Register of Members as one of such joint holders or
                        all of such persons as the context so requires;

                  (h)   "notice" means written notice as further defined in
                        these Bye-laws unless otherwise specifically stated;

                  (i)   "Officer" means any person appointed by the Board to
                        hold an office in the Company;

                  (j)   "Register of Directors and Officers" means the register
                        of Directors and Officers referred to in these Bye-laws;

                  (k)   "Register of Members" means the principal register and,
                        where applicable, any branch register of Members
                        referred to in these Bye-laws;

                  (l)   "Registration Office" means such place as the Board may
                        from time to time determine to keep a branch register of
                        Members and where

<PAGE>
                                       2


                        (except in cases where the Board otherwise directs) the
                        transfers or other documents of title may be lodged for
                        registration;

                  (m)   "Resident Representative" means any person appointed to
                        act as resident representative and includes any deputy
                        or assistant resident representative; and

                  (n)   "Secretary" means the person appointed to perform any or
                        all of the duties of secretary of the Company and
                        includes any deputy or assistant secretary.

            (2)   In these Bye-laws, where not inconsistent with the context:-

                  (a)   words denoting the plural number include the singular
                        number and vice versa;

                  (b)   words denoting the masculine gender include the feminine
                        gender;

                  (c)   words importing persons include companies, associations
                        or bodies of persons whether corporate or not;

                  (d)   the word:-

                        (i)   "may" shall be construed as permissive;

                        (ii)  "shall" shall be construed as imperative; and

                  (e)   unless otherwise provided herein words or expressions
                        defined in the Act shall bear the same meaning in these
                        Bye-laws.

            (3) In these Bye-laws, expressions referring to writing or written
shall, unless the contrary intention appears, include facsimile, printing,
lithography, photography and other modes of representing words in a visible
form.

            (4) In these Bye-laws headings are used for convenience only and are
not to be used or relied upon in the construction hereof.

                               BOARD OF DIRECTORS

2.          BOARD OF DIRECTORS

            The business of the Company shall be managed and conducted by the
Board.

<PAGE>
                                       3


3.            MANAGEMENT OF THE COMPANY

              (1) In managing the business of the Company, the Board may
exercise all such powers of the Company as are not, by statute or by these
Bye-laws, required to be exercised by the Company in general meeting subject,
nevertheless, to these Bye-laws, the provisions of any statute and to such
directions as may be prescribed by the Company in general meeting.

              (2) No regulation or alteration to these Bye-laws made by the
Company in general meeting shall invalidate any prior act of the Board which
would have been valid if that regulation or alteration had not been made.

              (3) The Board may from time to time appoint a chief executive
officer who shall, subject to the control of the Board, supervise and administer
the general business and affairs of the Company.

4.            POWER TO APPOINT MANAGER

              The Board may appoint a person to act as manager of the Company's
day to day business and may entrust to and confer upon such manager such powers
and duties as it deems appropriate for the transaction or conduct of such
business.

5.            POWER TO AUTHORISE SPECIFIC ACTIONS

              The Board may from time to time and at any time authorise any
person to act on behalf of the Company for any specific purpose and in
connection therewith to execute any agreement, document or instrument on behalf
of the Company.

6.            POWER TO APPOINT ATTORNEY

              The Board may from time to time and at any time by power of
attorney appoint any person, whether nominated directly or indirectly by the
Board, to be an attorney of the Company for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by the
Board) and for such period and subject to such conditions as it may think fit
and any such power of attorney may contain such provisions for the protection
and convenience of persons dealing with any such attorney as the Board may think
fit and may also authorise any such attorney to sub-delegate all or any of the
powers, authorities and discretions so vested in the attorney. Such attorney
may, if so authorised under the seal of the Company, execute any deed or
instrument under such attorney's personal seal with the same effect as the
affixation of the seal of the Company.

7.            POWER TO DELEGATE TO A COMMITTEE

              The Board may delegate any of its powers to a committee appointed
by the Board which may consist partly or entirely of non-Directors and every
such committee shall conform to such directions as the Board shall impose on
them. The meetings and proceedings of any such committee shall be governed by
the provisions of these Bye-laws regulating the meetings and proceedings of the
Board, so far as the same are applicable and are not superseded by directions
imposed by the Board.

<PAGE>
                                       4


8.            POWER TO APPOINT AND DISMISS EMPLOYEES

              The Board may appoint, suspend or remove any manager, secretary,
clerk, agent or employee of the Company and may fix their remuneration and
determine their duties.

9.            POWER TO BORROW AND CHARGE PROPERTY

              Subject to the requirements of any exchange on which the shares of
the Company are listed, the Board may exercise all the powers of the Company to
borrow money and to mortgage or charge its undertaking, property and uncalled
capital, or any part thereof, and may issue debentures, debenture stock and
other securities whether outright or as security for any debt, liability or
obligation of the Company or any third party.

10.           EXERCISE OF POWER TO PURCHASE SHARES OF OR DISCONTINUE THE COMPANY

              (1) The Board may exercise all the powers of the Company to
purchase all or any part of its own shares pursuant to section 42A of the Act.

              (2) The Board may, with the approval of a resolution of the
Members, exercise all the powers of the Company to discontinue the Company to a
named country or jurisdiction outside Bermuda pursuant to section 132G of the
Act.

11.           ELECTION OF DIRECTORS

              (1) The Board shall consist of not less than five Directors and
not more than eleven Directors or such number in excess thereof as the Board and
the Members may from time to time determine. No more than the lesser of (a)
one-third of the Directors and (b) two of the Directors shall be employees of
the Company or any other entity in the Group. The Directors shall be divided
into three classes designated Class I, Class II and Class III. Each class of
Directors shall consist, as nearly as possible, of one-third of the total number
of Directors constituting the entire Board. At the general meeting at which
these Bye-laws are adopted, the Class I Directors shall be elected for a three
year term of office, the Class II Directors shall be elected for a two year term
of office and the Class III Directors shall be elected for a one year term of
office. At each succeeding annual general meeting, successors to the class of
Directors whose term expires at that annual general meeting shall be elected for
a three year term. If the number of Directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
Directors in each class as nearly equal as possible, and any Director of any
class elected to fill a vacancy shall hold office for a term that shall coincide
with the remaining term of the other Directors of that class, but in no case
shall a decrease in the number of Directors shorten the term of any Director
then in office. A Director shall hold office until the annual general meeting
for the year in which his term expires, subject to his office being vacated
pursuant to Bye-law 15(3).

              (2) Where any person, other than a Director retiring at the
meeting or a person proposed for re-election or election as a Director by the
Board, is to be proposed for election as a Director, notice must be given to the
Company of the intention to propose him and of his willingness to serve as a
Director. That notice must be given not later than (a) 90 days before the first
anniversary of the last annual general meeting prior to the giving of the notice
or (b) 10 days

<PAGE>
                                       5


after the notice of the meeting at which Directors are to be elected is given,
whichever is the earlier.

12.           DEFECTS IN APPOINTMENT OF DIRECTORS

              All acts done bona fide by any meeting of the Board or by a
committee of the Board or by any person acting as a Director shall,
notwithstanding that it be afterwards discovered that there was some defect in
the appointment of any Director or person acting as aforesaid, or that they or
any of them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.

13.           ALTERNATE DIRECTORS

              No Director may appoint a person or persons to act as a Director
in the alternative to himself.

14.           REMOVAL OF DIRECTORS

              (1) Subject to any provision to the contrary in these Bye-laws,
the Members entitled to vote for the election of Directors may, at any special
general meeting convened and held in accordance with these Bye-laws, remove a
Director with cause, provided that the notice of any such meeting convened for
the purpose of removing a Director shall contain a statement of the intention so
to do and a summary of the facts justifying the removal and be served on such
Director not less than 14 days before the meeting and at such meeting such
Director shall be entitled to be heard on the motion for such Director's
removal.

              (2) Subject to any provisions to the contrary in these Bye-laws,
the Members may, at any special general meeting convened and held in accordance
with these Bye-laws, remove a director without cause by a resolution of the
Members including the affirmative votes of not less than 66% of all votes
attaching to all shares then in issue entitling the holder to attend and vote on
the resolution in question, provided that the notice for any such meeting
convened for the purpose of removing a Director shall contain a statement of the
intention so to do and be served on such Director not less than 14 days before
the meeting and at such meeting such Director shall be entitled to be heard on
the motion for such Director's removal.

              (3) A vacancy on the Board created by the removal of a Director
under the provisions of subparagraph (1) or sub-paragraph (2) of this Bye-law
may be filled by the Members at the meeting at which such Director is removed
and, in the absence of such election or appointment, the Board may fill the
vacancy.

15.           VACANCIES ON THE BOARD

              (1) The Board shall have the power from time to time and at any
time to appoint any person as a Director to fill a vacancy on the Board
occurring pursuant to subparagraph (3) of this Bye-law.

              (2) The Board may act notwithstanding any vacancy in its number
but, if and so long as its number is reduced below the number fixed by these
Bye-laws as the quorum necessary for the transaction of business at meetings of
the Board, the continuing Directors or

<PAGE>
                                       6


Director may act for the purpose of (i) summoning a general meeting of the
Company or (ii) preserving the assets of the Company.

              (3) The office of Director shall be vacated if the Director:-

                  (a)   is removed from office pursuant to these Bye-laws or is
                        prohibited from being a Director by law;

                  (b)   is or becomes bankrupt or makes any arrangement or
                        composition with his creditors generally;

                  (c)   is or becomes of unsound mind or dies;

                  (d)   resigns his office by notice in writing to the Company.

16.           NOTICE OF MEETINGS OF THE BOARD

              (1) A Director may, and the Secretary on the requisition of a
Director shall, at any time summon a meeting of the Board.

              (2) Notice of a meeting of the Board shall be deemed to be duly
given to a Director if it is given to such Director verbally in person or by
telephone or otherwise communicated or sent to such Director by post, courier
service, cable, telex, telecopier, facsimile, electronic mail or other mode of
representing words in a legible and non-transitory form at such Director's last
known address or any other address given by such Director to the Company for
this purpose.

17.           QUORUM AT MEETINGS OF THE BOARD

              The quorum necessary for the transaction of business at a meeting
of the Board shall be five Directors or such other number as determined by the
Company in general meeting.

18.           MEETINGS OF THE BOARD

              (1) The Board may meet for the transaction of business, adjourn
and otherwise regulate its meetings as it sees fit.

              (2) Directors may participate in any meeting of the Board by means
of such telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting shall
constitute presence in person at such meeting.

              (3) A resolution put to the vote at a meeting of the Board shall
be carried by the affirmative votes of a majority of the votes cast and, in the
case of an equality of votes, the resolution shall fail.

19.           UNANIMOUS WRITTEN RESOLUTIONS

              A resolution in writing signed by all the Directors which may be
in counterparts, shall be as valid as if it had been passed at a meeting of the
Board duly called and constituted, such

<PAGE>
                                       7


resolution to be effective on the date on which the last Director signs the
resolution.

20.           CONTRACTS AND DISCLOSURE OF DIRECTORS' INTERESTS

              (1) Any Director, or any Director's firm, partner or any company
with whom any Director is associated, may act in a professional capacity for the
Company and such Director or such Director's firm, partner or such company shall
be entitled to remuneration for professional services as if such Director were
not a Director, provided that nothing herein contained shall authorise a
Director or Director's firm, partner or such company to act as Auditor of the
Company.

              (2) A Director who is directly or indirectly interested in a
contract or proposed contract or arrangement with the Company shall declare the
nature of such interest as required by the Act.

              (3) Following a declaration being made pursuant to this Bye-law,
and unless disqualified by the chairman of the relevant Board meeting, a
Director may vote in respect of any contract or proposed contract or arrangement
in which such Director is interested and may be counted in the quorum at such
meeting.

              (4) If a declaration is made pursuant to this Bye-law by the
chairman of the relevant Board meeting, he shall not act as chairman in respect
of the conduct of the business at the meeting in which he is interested and the
other Directors shall appoint a chairman (who is not so interested) to act as
chairman in respect of that business. The chairman so appointed may determine
whether to disqualify a Director or not under the provisions of sub-paragraph
(3) of this Bye-law. After the business in which he is interested has been
concluded, the chairman of the relevant Board meeting shall resume his position
as chairman of the meeting.

21.           REMUNERATION OF DIRECTORS AND MEMBERS OF COMMITTEES

              The remuneration (if any) of the Directors and of any members of
any committees appointed by the Board shall be determined by the Board and shall
be deemed to accrue from day to day. The Directors and members of committees may
also be paid all travel, hotel and other expenses properly incurred by them in
attending and returning from meetings of the Board, any committee appointed by
the Board, general meetings of the Company, or in connection with the business
of the Company or their duties as Directors or committee members generally.

                                    OFFICERS

22.           OFFICERS OF THE COMPANY

              The Officers of the Company shall consist of a Chairman and a
Deputy Chairman, a Secretary and such additional Officers as the Board may from
time to time determine all of whom shall be deemed to be Officers for the
purposes of these Bye-laws.

23.           APPOINTMENT OF OFFICERS

              (1) The Board shall appoint a Chairman and a Deputy Chairman, who
shall be Directors, for such term as the Board may by resolution determine. The
Chairman and Deputy Chairman of the Board shall hold office until their term of
office expires whereupon they shall

<PAGE>
                                       8


retire from office but shall be eligible for re-election by the Board. The Board
may at any time by resolution dismiss the Chairman or Deputy Chairman
respectively and may appoint another Director to the vacated office. The Board
may by resolution appoint a Director to fill the office of Chairman or Deputy
Chairman vacated by the death or resignation of the existing incumbent.

              (2) The Secretary and additional Officers, if any, shall be
appointed by the Board from time to time.

24.           REMUNERATION OF OFFICERS

              The Officers shall receive such remuneration as the Board may from
time to time determine.

25.           DUTIES OF OFFICERS

              The Officers shall have such powers and perform such duties in the
management, business and affairs of the Company as may be delegated to them by
the Board from time to time.

26.           CHAIRMAN OF MEETINGS

              Unless otherwise agreed by a majority of those attending and
entitled to attend and vote thereat, the Chairman shall act as chairman at all
meetings of the Members and of the Board at which such person is present and in
his absence the Deputy Chairman, if present, shall act as chairman. In the
absence of both of them a chairman shall be appointed or elected by those
present at the meeting and entitled to vote.

27.           REGISTER OF DIRECTORS AND OFFICERS

              The Board shall cause to be kept in one or more books at the
registered office of the Company a Register of Directors and Officers and shall
enter therein the particulars required by the Act.

                                     MINUTES

28.           OBLIGATIONS OF BOARD TO KEEP MINUTES

              (1) The Board shall cause minutes to be duly entered in books
provided for the purpose:-

                  (a)   of all elections and appointments of Officers;

                  (b)   of the names of the Directors present at each meeting of
                        the Board and of any committee appointed by the Board;
                        and

                  (c)   of all resolutions and proceedings of general meetings
                        of the Members, meetings of the Board and meetings of
                        committees appointed by the Board.

              (2) Minutes prepared in accordance with the Act and these Bye-laws
shall be kept by the Secretary at the registered office of the Company.

<PAGE>
                                       9


                                    INDEMNITY

29.           INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

              The Directors, Secretary and other Officers (such term to include,
for the purposes of Bye-laws 29 and 30, any person appointed to any committee by
the Board) for the time being acting in relation to any of the affairs of the
Company and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Company and every one of them, and their
heirs, executors and administrators, shall be indemnified and secured harmless
out of the assets of the Company from and against all actions, costs, charges,
losses, damages and expenses which they or any of them, their heirs, executors
or administrators, shall or may incur or sustain by or by reason of any act
done, concurred in or omitted in or about the execution of their duty, or
supposed duty, or in their respective offices or trusts, and none of them shall
be answerable for the acts, receipts, neglects or defaults of the others of them
or for joining in any receipts for the sake of conformity, or for any bankers or
other persons with whom any moneys or effects belonging to the Company shall or
may be lodged or deposited for safe custody, or for insufficiency or deficiency
of any security upon which any moneys of or belonging to the Company shall be
placed out on or invested, or for any other loss, misfortune or damage which may
happen in the execution of their respective offices or trusts, or in relation
thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect
of any fraud or dishonesty which may attach to any of said persons.

30.           WAIVER OF CLAIM BY MEMBER

              Each Member agrees to waive any claim or right of action such
Member might have, whether individually or by or in the right of the Company,
against any Director or Officer on account of any action taken by such Director
or Officer, or the failure of such Director or Officer to take any action in the
performance of his duties with or for the Company, PROVIDED THAT such waiver
shall not extend to any matter in respect of any fraud or dishonesty which may
attach to such Director or Officer.

                                    MEETINGS

31.           NOTICE OF ANNUAL GENERAL MEETING

              The annual general meeting of the Company shall be held in each
year at such time and place as the Chairman or the Board shall appoint. At least
21 days' notice of such meeting shall be given to each Member stating the date,
place and time at which the meeting is to be held, that the election of
Directors will take place thereat (if applicable), and as far as practicable,
the other business to be conducted at the meeting.

32.           NOTICE OF SPECIAL GENERAL MEETING

              The Chairman or the Board may convene a special general meeting of
the Company whenever in their judgment such a meeting is necessary, upon not
less than 21 days' notice which shall state the date, time, place and the
general nature of the business to be considered at the meeting.

<PAGE>
                                       10


33.           ACCIDENTAL OMISSION OF NOTICE OF GENERAL MEETING

              The accidental omission to give notice of a general meeting to, or
the non-receipt of notice of a general meeting by, any person entitled to
receive notice shall not invalidate the proceedings at that meeting.

34.           MEETING CALLED ON REQUISITION OF MEMBERS

              Notwithstanding anything herein, the Board shall, on the
requisition of Members holding at the date of the deposit of the requisition not
less than one-tenth of such of the paid-up share capital of the Company as at
the date of the deposit carries the right to vote at general meetings of the
Company, forthwith proceed to convene a special general meeting of the Company
and the provisions of section 74 of the Act shall apply.

35.           SHORT NOTICE

              A general meeting of the Company shall, notwithstanding that it is
called by shorter notice than that specified in these Bye-laws, be deemed to
have been properly called if it is so agreed by (i) all the Members entitled to
attend and vote thereat in the case of an annual general meeting; and (ii) by a
majority in number of the Members having the right to attend and vote at the
meeting, being a majority together holding not less than 95% in nominal value of
the shares giving a right to attend and vote thereat in the case of a special
general meeting.

36.           POSTPONEMENT AND CANCELLATION OF MEETINGS

              The Secretary may postpone or cancel any general meeting called in
accordance with the provisions of these Bye-laws (other than a meeting
requisitioned under these Bye-laws) provided that notice of postponement or
cancellation is given to each Member before the time for such meeting. Fresh
notice of the date, time and place for the postponed meeting shall be given to
each Member in accordance with the provisions of these Bye-laws.

37.           QUORUM FOR GENERAL MEETING

              At any general meeting of the Company two or more persons present
in person at the start of the meeting and representing in person or by proxy in
excess of one-half of such of the paid-up share capital of the Company as at the
date of the general meeting carries the right to vote at general meetings of the
Company shall form a quorum for the transaction of business, PROVIDED that if
the Company shall at any time have only one Member, one Member present in person
or by proxy shall form a quorum for the transaction of business at any general
meeting of the Company held during such time. If within half an hour from the
time appointed for the meeting a quorum is not present, the meeting shall stand
adjourned to the same day one week later, at the same time and place or to such
other day, time or place as the Secretary may determine.

38.           ADJOURNMENT OF MEETINGS

              (1) The chairman of a general meeting may, with the consent of the
Members at any general meeting at which a quorum is present (and shall if so
directed), adjourn the meeting.

              (2) Unless the meeting is adjourned to a specific date, time and
place, fresh notice of the date, time and place for the resumption of the
adjourned meeting shall be given to each Member in accordance with the
provisions of these Bye-laws. No business shall be transacted at

<PAGE>
                                       11


any adjourned meeting except business which might lawfully have been transacted
at the meeting from which the adjournment took place.

39.           WRITTEN RESOLUTIONS

              (1) Subject to subparagraph (6) of this Bye-law, anything which
may be done by resolution of the Company in general meeting or by resolution of
a meeting of any class of the Members of the Company, may, without a meeting and
without any previous notice being required, be done by resolution in writing
signed by, or, in the case of a Member that is a corporation whether or not a
company within the meaning of the Act, on behalf of, all the Members who at the
date of the resolution would be entitled to attend the meeting and vote on the
resolution.

              (2) A resolution in writing may be signed by, or, in the case of a
Member that is a corporation whether or not a company within the meaning of the
Act, on behalf of, all the Members, or any class thereof, in as many
counterparts as may be necessary.

              (3) For the purposes of this Bye-law, the date of the resolution
is the date when the resolution is signed by, or, in the case of a Member that
is a corporation whether or not a company within the meaning of the Act, on
behalf of, the last Member to sign and any reference in any Bye-law to the date
of passing of a resolution is, in relation to a resolution made in accordance
with this Bye-law, a reference to such date.

              (4) A resolution in writing made in accordance with this Bye-law
is as valid as if it had been passed by the Company in general meeting or by a
meeting of the relevant class of Members, as the case may be, and any reference
in any Bye-law to a meeting at which a resolution is passed or to Members voting
in favour of a resolution shall be construed accordingly.

              (5) A resolution in writing made in accordance with this Bye-law
shall constitute minutes for the purposes of sections 81 and 82 of the Act.

              (6) This Bye-law shall not apply to:-

                  (a)   a resolution passed pursuant to section 89(5) of the
                        Act; or

                  (b)   a resolution passed for the purpose of removing a
                        Director before the expiration of his term of office
                        under these Bye-laws.

40.           ATTENDANCE OF DIRECTORS

              The Directors of the Company shall be entitled to receive notice
of and to attend and be heard at any general meeting.

41.           VOTING AT MEETINGS

              (1) Subject to the provisions of the Act and these Bye-laws, any
question proposed for the consideration of the Members at any general meeting
shall be decided by the affirmative votes of a majority of the votes cast in
accordance with the provisions of these Bye-

<PAGE>
                                       12


laws and in the case of an equality of votes the resolution shall fail.

              (2) No Member shall be entitled to vote at any general meeting
unless such Member has paid all the calls on all shares held by such Member.

42.           VOTING BY POLL

              (1) At any general meeting of the Company, all resolutions and all
questions proposed for the consideration of the Members shall be decided on a
poll.

              (2) Where a poll is taken, subject to any rights or restrictions
for the time being lawfully attached to any class of shares, every person
present at such meeting shall have one vote for each share entitled to be voted
on such matter of which such person is the holder or for which such person holds
a proxy and such vote shall be counted in the manner set out in Bye-Law 44 and
the result of such poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. A person entitled to more than one vote need not
use all his votes or cast all the votes he uses in the same way.

43.           MANNER OF TAKING A POLL

              A poll taken in accordance with the provisions of Bye-law 42, for
the purpose of electing a chairman of the meeting or on a question of
adjournment, shall be taken forthwith and a poll demanded on any other question
shall be taken at such meeting in such manner and at such time and place as the
chairman of the meeting (or acting chairman) may direct and any business other
than that upon which a poll is to be taken may be proceeded with pending the
taking of the poll.

44.           BALLOT PROCEDURES

              Where a vote is taken by poll, each person present and entitled to
vote shall be furnished with a ballot paper on which such person shall record
his or her vote in such manner as shall be determined at the meeting having
regard to the nature of the question on which the vote is taken, and each ballot
paper shall be signed or initialled or otherwise marked so as to identify the
voter and the registered holder in the case of a proxy. At the conclusion of the
poll, the ballot papers shall be examined and counted as the chairman of the
meeting may direct and in default of any direction by a committee of not less
than two Members or proxy holders appointed by the chairman of the meeting for
the purpose and the result of the poll shall be declared by the chairman of the
meeting.

45.           SENIORITY OF JOINT HOLDERS VOTING

              In the case of joint holders the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in the Register of Members.

46.           INSTRUMENT OF PROXY

              (1) The instrument appointing a proxy shall be in writing in the
form, or as near

<PAGE>
                                       13


thereto as circumstances admit, of Form "A" in the Schedule hereto or in such
other form as the Board may determine from time to time, under the hand of the
appointor or of the appointor's attorney duly authorised in writing, or if the
appointor is a corporation, either under its seal, or under the hand of a duly
authorised officer or attorney. The decision of the chairman of any general
meeting as to the validity of any instrument of proxy shall be final.

              (2) The instrument appointing a proxy and any authority under
which it is executed (or a copy of such authority certified notarially or in
some other way approved by the Directors) shall be deposited at the registered
office or at such other place as is specified in the notice convening the
meeting or in any instrument of proxy sent out by the Company in relation to the
meeting not less than 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote,
and an instrument of proxy which is not deposited or delivered in the manner so
permitted shall be invalid.

              (3) Delivery of an instrument of proxy shall not preclude a Member
from attending and voting in person at the meeting and, in such event, the proxy
shall be deemed to be revoked.

              (4) A Member who is the holder of two or more shares may appoint
more than one proxy to represent him and vote on his behalf.

47.           REPRESENTATION OF CORPORATIONS AT MEETINGS

              A corporation which is a Member may, by written instrument,
authorise such person as it thinks fit to act as its representative at any
meeting of the Members and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which such person
represents as that corporation could exercise if it were an individual Member,
and that Member shall be deemed to be present in person at any such meeting
attended by its authorized representative. Notwithstanding the foregoing, the
chairman of the meeting may accept such assurances as he or she thinks fit as to
the right of any person to attend and vote at general meetings on behalf of a
corporation which is a Member.

48.           SECURITY AT GENERAL MEETINGS

              The Board and, at any general meeting, the chairman of such
meeting may make any arrangement and impose any requirement or restriction it or
he considers appropriate to ensure the security of a general meeting including,
without limitation, requirements for evidence of identity to be produced by
those attending the meeting, the searching of their personal property and the
restriction of items that may be taken into the meeting place. The Board and, at
any general meeting, the chairman of such meeting are entitled to refuse entry
to a person who refuses to comply with these arrangements, requirements or
restrictions.

                            SHARE CAPITAL AND SHARES

49.           RIGHTS OF SHARES

              (1) At the date these Bye-laws are adopted, the share capital of
the Company shall be divided into two classes: 240,000,000 common shares having
a par value of US$0.01 each

<PAGE>
                                       14


(the "Common Shares"), and 10,000,000 preference shares having a par value of
US$0.01 each (the "Preference Shares").

              (2) The holders of Common Shares shall, subject to the provisions
of these Bye-laws (including, without limitation, the rights attaching to the
Preference Shares):

                  (a)   be entitled to one vote per share;

                  (b)   be entitled to such dividends as the Board may from time
                        to time declare;

                  (c)   in the event of a winding-up or dissolution of the
                        Company, whether voluntary or involuntary or for the
                        purpose of a reorganisation or otherwise or upon any
                        distribution of capital, be entitled to the surplus
                        assets of the Company; and

                  (d)   generally be entitled to enjoy all of the rights
                        attaching to shares.

              (3) Subject to these Bye-laws and the requirements of any exchange
on which the shares of the Company are listed (including for this purpose
Section 312.03(c) of the New York Stock Exchange Listed Company Manual;
provided, however, that the 20% limitation set forth in such subsection will
continue to apply to the Company notwithstanding any modification of such
limitation by the New York Stock Exchange), and without prejudice to any special
rights previously conferred on the holders of any existing shares or class of
shares, the Board shall have the full power to issue any unissued shares of the
Company on such terms and conditions as it may, in its absolute discretion,
determine.

              (4) The Board is authorized to provide for the issuance of the
Preference Shares in one or more series, and to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof (and, for the avoidance of
doubt, such matters and the issuance of such Preference Shares shall not be
deemed to vary the rights attached to the Common Shares); provided, however,
that the Board shall not be authorized to issue any Preference Shares as a
result of any reduction of the 20% limitation set forth in Section 1(a) of the
Rights Agreement of the Company adopted on the same date as the adoption of
these Bye-laws or as a result of extending the Final Expiration Date under such
Agreement without a resolution of the Members including the affirmative votes of
not less than 66% of votes cast on the resolution. The authority of the Board
with respect to each series shall include, but not be limited to, determination
of the following:

                  (a)   the number of shares constituting that series and the
                        distinctive designation of that series;

<PAGE>
                                       15


                  (b)   the dividend rate on the shares of that series, whether
                        dividends shall be cumulative, and, if so, from which
                        date or dates, and the relative rights of priority, if
                        any, of payment of dividends on shares of that series;

                  (c)   whether that series shall have voting rights, in
                        addition to the voting rights provided by law, and, if
                        so, the terms of such voting rights, provided that no
                        share shall carry the right to more than one vote;

                  (d)   whether that series shall have conversion or exchange
                        privileges (including, without limitation, conversion
                        into Common Shares), and, if so, the terms and
                        conditions of such conversion or exchange, including
                        provision for adjustment of the conversion or exchange
                        rate in such events as the Board shall determine;

                  (e)   whether or not the shares of that series shall be
                        redeemable, and, if so, the terms and conditions of such
                        redemption, including the manner of selecting shares for
                        redemption if less than all shares are to be redeemed,
                        the date or dates upon or after which they shall be
                        redeemable, and the amount per share payable in case of
                        redemption, which amount may vary under different
                        conditions and at different redemption dates;

                  (f)   whether that series shall have a sinking fund for the
                        redemption or purchase of shares of that series, and, if
                        so, the terms and amount of such sinking fund;

                  (g)   the right of the shares of that series to the benefit of
                        conditions and restrictions upon the creation of
                        indebtedness of the Company or any subsidiary, upon the
                        issue of any additional shares (including additional
                        shares of such series or any other series) and upon the
                        payment of dividends or the making of other
                        distributions on, and the purchase, redemption or other
                        acquisition by the Company or any subsidiary of any
                        outstanding shares of the Company;

                  (h)   the rights of the shares of that series in the event of
                        voluntary or involuntary liquidation, dissolution or
                        winding up of the Company, and the relative rights of
                        priority, if any, of payment on shares of that series;
                        and

                  (i)   any other relative participating, optional or other
                        special rights, qualifications, limitations or
                        restrictions of that series.

50.           POWER TO ISSUE SHARES

              (1) Any Preference Shares of any series which have been redeemed
(whether through the operation of a sinking fund or otherwise) or which, if
convertible or exchangeable,

<PAGE>
                                       16


have been converted into or exchanged for shares of any other class or classes
shall have the status of authorized and unissued Preference Shares of the same
series and may be reissued as a part of the series of which they were originally
a part or may be reclassified and reissued as part of a new series of Preference
Shares to be created by resolution or resolutions of the Board or as part of any
other series of Preference Shares, all subject to the conditions and the
restrictions on issuance set forth in the resolution or resolutions adopted by
the Board providing for the issue of any series of Preference Shares.

              (2) At the discretion of the Board, whether or not in connection
with the issuance and sale of any of its shares or other securities, the Company
may issue securities, contracts, warrants or other instruments evidencing any
shares, option rights, securities having conversion or option rights, or
obligations on such terms, conditions and other provisions as are fixed by the
Board; provided, however, that the Board shall not be authorized to issue any
shares or other securities as a result of any reduction of the 20% limitation
set forth in Section 1(a) of the Rights Agreement of the Company adopted on the
same date as the adoption of these Bye-laws or as a result of extending the
Final Expiration Date under such Agreement or adopt any other shareholders
rights plan or similar device or agreement without a resolution of the Members
including the affirmative votes of not less than 66% of votes cast on the
resolution.

              (3) The Board shall, in connection with the issue of any share,
have the power to pay such commission and brokerage as may be permitted by law.

              (4) The Company shall not give, whether directly or indirectly,
whether by means of loan, guarantee, provision of security or otherwise, any
financial assistance for the purpose of a purchase or subscription made or to be
made by any person of or for any shares in the Company, except as permitted by
the Act.

              (5) The Company may from time to time do any one or more of the
following things:

                  (a)   accept from any Member the whole or a part of the amount
                        remaining unpaid on any shares held by such Member,
                        although no part of that amount has been called up;

                  (b)   pay dividends in proportion to the amount paid up on
                        each share where a larger amount is paid up on some
                        shares than on others; and

                  (c)   issue its shares in fractional denominations and deal
                        with such fractions to the same extent as its whole
                        shares and shares in fractional denominations shall have
                        in proportion to the respective fractions represented
                        thereby all of the rights of whole shares including (but
                        without limiting the generality of the foregoing) the
                        right to vote, to receive dividends and distributions
                        and to participate in a winding up.

<PAGE>
                                       17


51.           VARIATION OF RIGHTS, ALTERATION OF SHARE CAPITAL AND PURCHASE OF
              SHARES OF THE COMPANY

              (1) Subject to the provisions of sections 42 and 43 of the Act any
preference shares may be issued or converted into shares that, at a determinable
date or at the option of the Company, are liable to be redeemed on such terms
and in such manner as the Company before the issue or conversion may by
resolution of the Board determine.

              (2) If at any time the share capital is divided into different
classes of shares, the rights attached to any class (unless otherwise provided
by the terms of issue of the shares of that class) may, whether or not the
Company is being wound-up, be varied with the consent in writing of the holders
of three-fourths of the issued shares of that class or with the sanction of a
resolution passed by a majority of the votes cast at a separate general meeting
of the holders of the shares of the class in accordance with section 47(7) of
the Act. The rights conferred upon the holders of the shares of any class issued
with preferred or other rights shall not, unless otherwise expressly provided by
the terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu therewith.

              (3) The Company may from time to time if authorized by resolution
of the Members change the currency denomination of, increase, alter or reduce
its share capital in accordance with the provisions of sections 45 and 46 of the
Act. Where, on any alteration of share capital, fractions of shares or some
other difficulty would arise, the Board may deal with or resolve the same in
such manner as it thinks fit including, without limiting the generality of the
foregoing, the issue to Members, as appropriate, of fractions of shares and/or
arranging for the sale or transfer of the fractions of shares of Members.

              (4) The Company may from time to time purchase its own shares in
accordance with the provisions of section 42A of the Act.

52.           REGISTERED HOLDER OF SHARES

              (1) The Company shall be entitled to treat the registered holder
of any share as the absolute owner thereof and accordingly shall not be bound to
recognise any equitable or other claim to, or interest in, such share on the
part of any other person.

              (2) Any dividend or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to the
Member at such Member's address in the Register of Members or, in the case of
joint holders, to such address of the holder first named in the Register of
Members, or to such person and to such address as the holder or joint holders
may in writing direct, or by direct bank transfer to such bank account as such
holder or joint holders or person entitled thereto may direct. Every such cheque
or warrant shall be made payable to the order of the person to whom it is sent
or to such persons as the holder or joint holders may direct and payment of the
cheque or warrant shall be a good discharge to the Company. Every such cheque or
warrant shall be sent at the risk of the person entitled to the money
represented thereby.

              (3) Any dividend or other monies payable in respect of a share
which has remained unclaimed for 12 years from the date when it became due for
payment shall, if the Board so resolves, be forfeited and cease to remain owing
by the Company. The payment of any

<PAGE>
                                       18


unclaimed dividend or other monies payable in respect of a share may (but need
not) be paid by the Company into an account separate from the Company's own
account. Such payment shall not constitute the Company a trustee in respect of
it.

              (4) The Company shall be entitled to cease sending dividend
warrants and cheques by post or otherwise to a Member if those instruments have
been returned undelivered to, or left uncashed by, that Member on at least two
consecutive occasions, or, following one such occasion, reasonable enquiries
have failed to establish the Member's new address. The entitlement conferred on
the Company by this Bye-law in respect of any Member shall cease if the Member
claims a dividend or cashes a dividend cheque or warrant.

53.           DEATH OF A JOINT HOLDER

              Where two or more persons are registered as joint holders of a
share or shares then in the event of the death of any joint holder or holders
the remaining joint holder or holders shall be absolutely entitled to the said
share or shares and the Company shall recognise no claim in respect of the
estate of any joint holder except in the case of the last survivor of such joint
holders.

54.           SHARE CERTIFICATES

              (1) Every Member shall be entitled to a certificate under the seal
of the Company (or a facsimile thereof) specifying the number and, where
appropriate, the class of shares held by such Member and whether the same are
fully paid up and, if not, how much has been paid thereon. The Board may by
resolution determine, either generally or in a particular case, that any or all
signatures on certificates may be printed thereon or affixed by mechanical
means.

              (2) The Company shall be under no obligation to complete and
deliver a share certificate unless specifically called upon to do so by the
person to whom such shares have been allotted.

              (3) If any such certificate shall be proved to the satisfaction of
the Board to have been worn out, lost, mislaid, stolen or destroyed the Board
may cause a new certificate to be issued and request a bond or an indemnity for
the lost, mislaid, stolen or destroyed certificate if it sees fit. If a share
certificate is defaced, worn out, lost or destroyed, it may be renewed on such
terms (if any) as to evidence and indemnity and payment of any exceptional
out-of-pocket expenses reasonably incurred by the Company in investigating
evidence and preparing the requisite form of indemnity as the Board may
determine but otherwise free of charge, and (in the case of defacement or
wearing out) on delivery up of the old certificate.

55.           CALLS ON SHARES

              (1) The Board may from time to time make such calls as it thinks
fit upon the Members in respect of any monies (whether on account of the nominal
value of the shares or by way of premium) unpaid on the shares allotted to or
held by such Members (and not made payable at fixed times by the conditions of
allotment thereof) and, if a call is not paid on or before the day appointed for
payment thereof, the Member may at the discretion of the Board be liable to pay
the Company interest on the amount of such call at such rate as the Board may
determine, from the date when such call was payable up to the actual date of
payment. The joint

<PAGE>
                                       19


holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.

              (2) A person on whom a call is made shall remain liable for calls
made on him even if the shares in respect of which the call was made are
subsequently transferred.

              (3) Any sum which by the terms of issue of a share becomes payable
upon allotment or at any fixed date, whether on account of the nominal value of
the share or by way of premium, shall for all the purposes of these Bye-laws be
deemed to be a call duly made and payable on the date on which, by the terms of
issue, the same becomes payable, and in case of non-payment all the relevant
provisions of these Bye-laws as to payment of interest, costs, charges and
expenses, forfeiture or otherwise shall apply as if such sum had become payable
by virtue of a call duly made and notified.

              (4) The Directors, may, if they think fit, receive from any Member
willing to advance the same all or any part of the money unpaid upon the shares
held by such Member beyond the sums actually called up thereon as a payment in
advance of calls, and such payment in advance of calls shall extinguish so far
as the same shall extend, the liability upon the shares in respect of which it
is advanced, and upon the money so received or so much thereof as from time to
time exceeds the amount of the calls then made upon the shares in respect of
which it has been received the Company may pay interest at such rate as the
Member paying such sum and the Directors by resolution shall agree provided that
the Member shall not thereby be entitled to participate in respect thereof in a
dividend subsequently declared. The Directors may also at any time repay the
amount so advanced upon giving to such Member one month's notice in writing.

56.           FORFEITURE OF SHARES

              (1) If any Member fails to pay, on the day appointed for payment
thereof, any call in respect of any share allotted to or held by such Member,
the Board may, at any time thereafter during such time as the call remains
unpaid, direct the Secretary to forward to such Member a notice in the form, or
as near thereto as circumstances admit, of Form "B" in the Schedule hereto.

              (2) If the requirements of such notice are not complied with, any
such share may at any time thereafter before the payment of such call and the
interest due in respect thereof be forfeited by a resolution of the Board to
that effect, and such share shall thereupon become the property of the Company
and may be disposed of as the Board shall determine.

              (3) A Member whose share or shares have been forfeited as
aforesaid shall, notwithstanding such forfeiture, be liable to pay to the
Company all calls owing on such share or shares at the time of the forfeiture
and all interest due thereon.

                               REGISTER OF MEMBERS

57.           CONTENTS OF REGISTER OF MEMBERS

              The Board shall cause to be kept in one or more books a Register
of Members and shall enter therein the particulars required by the Act.

<PAGE>
                                       20


58.           BRANCH REGISTER OF MEMBERS

              Subject to the Act, the Company may keep an overseas branch
register of Members, and the Board may make and vary such regulations as it
determines in respect of the keeping of any such register and maintaining a
Registration Office in connection therewith.

59.           INSPECTION OF REGISTER OF MEMBERS

              The Register of Members shall be open to inspection on every
business day, subject to such reasonable restrictions as the Board may impose,
so that not less than two hours in each business day be allowed for inspection.
The Register of Members may, after notice has been given by advertisement in an
appointed newspaper (or national newspaper in the jurisdiction of a branch
register) to that effect, be closed for any time or times not exceeding in the
whole thirty days in each year.

60.           DETERMINATION OF RECORD DATES

              Notwithstanding any other provision of these Bye-laws, the Board
may fix any date as the record date for:-

                  (a)   determining the Members entitled to receive any dividend
                        or other distribution; and

                  (b)   determining the Members entitled to receive notice of
                        and to vote at any general meeting of the Company.

                               TRANSFER OF SHARES

61.           INSTRUMENT OF TRANSFER

              (1) An instrument of transfer shall be in the form or as near
thereto as circumstances admit of Form "C" in the Schedule hereto or in such
other common form as the Board may accept. Such instrument of transfer shall be
signed by or on behalf of the transferor and transferee provided that, in the
case of a fully paid share, the Board may accept the instrument signed by or on
behalf of the transferor alone. The Board may also accept mechanically executed
transfers. The transferor shall be deemed to remain the holder of such share
until the same has been transferred to the transferee in the Register of
Members.

              (2) The Board may refuse to recognise any instrument of transfer
unless it is accompanied by the certificate in respect of the shares to which it
relates and by such other evidence as the Board may reasonably require to show
the right of the transferor to make the transfer.

62.           RESTRICTION ON TRANSFER

              (1) The Board may in its absolute discretion and without assigning
any reason therefor refuse to register the transfer of a share which is not
fully paid.

              (2) If the Board refuses to register a transfer of any share the
Secretary shall, within two weeks after the date on which the transfer was
refused, send to the transferor and transferee notice of the refusal.

<PAGE>
                                       21


63.           TRANSFERS BY JOINT HOLDERS

              The joint holders of any share or shares may transfer such share
or shares to one or more of such joint holders, and the surviving holder or
holders of any share or shares previously held by them jointly with a deceased
Member may transfer any such share to the executors or administrators of such
deceased Member.

                             TRANSMISSION OF SHARES

64.           REPRESENTATIVE OF DECEASED MEMBER

              In the case of the death of a Member, the survivor or survivors
where the deceased Member was a joint holder, and the legal personal
representatives of the deceased Member where the deceased Member was a sole
holder, shall be the only persons recognised by the Company as having any title
to the deceased Member's interest in the shares. Nothing herein contained shall
release the estate of a deceased joint holder from any liability in respect of
any share which had been jointly held by such deceased Member with other
persons. Subject to the provisions of section 52 of the Act, for the purpose of
this Bye-law, legal personal representative means the executor or administrator
of a deceased Member or such other person as the Board may in its absolute
discretion decide as being properly authorised to deal with the shares of a
deceased Member.

65.           REGISTRATION ON DEATH OR BANKRUPTCY

              Any person becoming entitled to a share in consequence of the
death or bankruptcy of any Member may be registered as a Member upon such
evidence as the Board may deem sufficient or may elect to nominate some person
to be registered as a transferee of such share, and in such case the person
becoming entitled shall execute in favour of such nominee an instrument of
transfer in the form, or as near thereto as circumstances admit, of Form "D" in
the Schedule hereto. On the presentation thereof to the Board, accompanied by
such evidence as the Board may require to prove the title of the transferor, the
transferee shall be registered as a Member but the Board shall, in either case,
have the same right to decline or suspend registration as it would have had in
the case of a transfer of the share by that Member before such Member's death or
bankruptcy, as the case may be.

                        DIVIDENDS AND OTHER DISTRIBUTIONS

66.           DECLARATION OF DIVIDENDS BY THE BOARD

              The Board may, subject to these Bye-laws and in accordance with
section 54 of the Act, declare a dividend to be paid to the Members, in
proportion to the number of shares held by them, and such dividend may be paid
wholly or partly in cash or wholly or partly in specie in which case the Board
may fix the value for distribution in specie of any property.

67.           OTHER DISTRIBUTIONS

              The Board may declare and make such other distributions (in cash
or in specie) to the Members as may be lawfully made out of the assets of the
Company.

<PAGE>
                                       22


68.           RESERVE FUND

              The Board may from time to time before declaring a dividend set
aside, out of the surplus or profits of the Company, such sum as it thinks
proper as a reserve to be used to meet contingencies or for equalising dividends
or for any other special purpose.

69.           DEDUCTION OF AMOUNTS DUE TO THE COMPANY

              The Board may deduct from the dividends or distributions payable
to any Member all monies due from such Member to the Company on account of calls
or otherwise.

                                 CAPITALISATION

70.           ISSUE OF BONUS SHARES

              (1) The Board may, subject to these Bye-laws, resolve to
capitalise any part of the amount for the time being standing to the credit of
any of the Company's share premium or other reserve accounts or to the credit of
the profit and loss account or otherwise available for distribution by applying
such sum in paying up unissued shares to be allotted as fully paid bonus shares
pro rata (except in connection with the conversion of shares of one class to
shares of another class) to the Members.

              (2) The Company may capitalise any sum standing to the credit of a
reserve account or sums otherwise available for dividend or distribution by
applying such amounts in paying up in full partly paid shares of those Members
who would have been entitled to such sums if they were distributed by way of
dividend or distribution.

                        ACCOUNTS AND FINANCIAL STATEMENTS

71.           RECORDS OF ACCOUNT

              The Board shall cause to be kept proper records of account with
respect to all transactions of the Company and in particular with respect to:-

                  (a)   all sums of money received and expended by the Company
                        and the matters in respect of which the receipt and
                        expenditure relates;

                  (b)   all sales and purchases of goods by the Company; and

                  (c)   the assets and liabilities of the Company.

Such records of account shall be kept at the registered office of the Company
or, subject to section 83 (2) of the Act, at such other place as the Board
thinks fit and shall be available for inspection by the Directors during normal
business hours.

72.           FINANCIAL YEAR END

              The financial year end of the Company may be determined by
resolution of the Board and failing such resolution shall be 31st December in
each year.

<PAGE>
                                       23


73.           FINANCIAL STATEMENTS

              Financial statements as required by the Act shall be made
available to every Member as required by the Act and shall be laid before the
Members in general meeting.

                                      AUDIT

74.           APPOINTMENT OF AUDITOR

              Subject to section 88 of the Act, at the annual general meeting or
at a subsequent special general meeting in each year, an independent
representative of the Members shall be appointed by them as Auditor of the
accounts of the Company. No Member, Director, Officer or employee of the Company
shall, during his or its continuance in that capacity, be eligible to act as an
Auditor of the Company.

75.           REMUNERATION OF AUDITOR

              The remuneration of the Auditor shall be fixed by the Board or in
such manner as the Members may determine.

76.           VACATION OF OFFICE OF AUDITOR

              If the office of Auditor becomes vacant by the resignation or
death of the Auditor, or by the Auditor becoming incapable of acting by reason
of illness or other disability at a time when the Auditor's services are
required, the Board shall, as soon as practicable, convene a special general
meeting to fill the vacancy thereby created.

77.           ACCESS TO BOOKS OF THE COMPANY

              The Auditor shall at all reasonable times have access to all books
kept by the Company and to all accounts and vouchers relating thereto, and the
Auditor may call on the Directors or Officers of the Company for any information
in their possession relating to the books or affairs of the Company.

78.           REPORT OF THE AUDITOR

              (1) Subject to any rights to waive laying of accounts or
appointment of an Auditor pursuant to section 88 of the Act, the accounts of the
Company shall be audited at least once in every year.

              (2) The financial statements provided for by these Bye-laws shall
be audited by the Auditor in accordance with generally accepted auditing
standards. The Auditor shall make a written report thereon in accordance with
generally accepted auditing standards and the report of the Auditor shall be
submitted to the Members in general meeting.

              (3) The generally accepted auditing standards referred to in
subparagraph (2) of this Bye-law may be those of a country or jurisdiction other
than Bermuda. If so, the financial statements and the report of the Auditor must
disclose this fact and identify the standards used.

<PAGE>
                                       24


                                     NOTICES

79.           NOTICES TO MEMBERS OF THE COMPANY

              A notice may be given by the Company to any Member either by
delivering it to such Member in person or by sending it to such Member's address
in the Register of Members or to such other address given for the purpose. For
the purposes of this Bye-law, a notice may be sent by post, courier service,
cable, telex, telecopier, facsimile, electronic mail or other mode of
representing words in a legible and non-transitory form. The Company shall be
under no obligation to send a notice or other document to the address shown for
any particular Member in the Register of Members if the Directors consider that
the legal or practical problems under the laws of, or the requirements of any
regulatory body or stock exchange in, the territory in which that address is
situated are such that it is necessary or expedient not to send the notice or
document concerned to such Member at such address and may require a Member with
such an address to provide the Company with an alternative acceptable address
for delivery of notices by the Company.

80.           NOTICES TO JOINT MEMBERS

              Any notice required to be given to a Member shall, with respect to
any shares held jointly by two or more persons, be given to whichever of such
persons is named first in the Register of Members and notice so given shall be
sufficient notice to all the holders of such shares.

81.           SERVICE AND DELIVERY OF NOTICE

              (1) Subject to subparagraph (2) of this Bye-law, any notice shall
be deemed to have been served at the time when the same would be delivered in
the ordinary course of transmission and, in proving such service, it shall be
sufficient to prove that the notice was properly addressed and prepaid, if
posted, and the time when it was posted, delivered to the courier or to the
cable company or transmitted by telex, facsimile, electronic mail or other
method as the case may be.

              (2) Postal notice shall be deemed to have been served five days
after the date on which it is deposited, with postage prepaid, in the United
States or Bermuda post or in the post of the jurisdiction in which the Company
has its principal place of business for the time being.

              (3) Every person who by operation of law, transfer or other means
shall become entitled to any share shall be bound by every notice in respect of
such share which, prior to his name and address being entered in the Register of
Members, shall have been duly given to the person entered in the Register of
Members as the holder of such share.

                               SEAL OF THE COMPANY

82.           THE SEAL

              The seal of the Company shall be in such form as the Board may
from time to time determine. The Board may adopt one or more duplicate seals for
use outside Bermuda.

<PAGE>
                                       25


83.           MANNER IN WHICH SEAL IS TO BE AFFIXED

              The seal of the Company shall not be affixed to any instrument
except attested by the signature of a Director and the Secretary or any two
Directors, or any person appointed by the Board for the purpose, provided that
any Director, Officer or Resident Representative, may affix the seal of the
Company attested by such Director, Officer or Resident Representative's
signature to any authenticated copies of these Bye-laws, the incorporating
documents of the Company, the minutes of any meetings or any other documents
required to be authenticated by such Director, Officer or Resident
Representative.

                                   WINDING-UP

84.           WINDING-UP/DISTRIBUTION BY LIQUIDATOR

              If the Company shall be wound up the liquidator may, with the
sanction of a resolution of the Members, divide amongst the Members in specie or
in kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may, for such purpose, set such
value as he deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like sanction, vest
the whole or any part of such assets in trustees upon such trusts for the
benefit of the Members as the liquidator shall think fit, but so that no Member
shall be compelled to accept any shares or other securities or assets whereon
there is any liability.

                              BUSINESS COMBINATIONS

85.           BUSINESS COMBINATIONS

              (1) Subject to paragraph (2), the Company shall not engage in any
Business Combination unless such Business Combination has been approved by a
resolution of the Members including the affirmative votes of not less than 66%
of all votes attaching to all shares then in issue entitling the holder to
attend and vote on the resolution in question.

              (2) Paragraph (1) shall not apply in respect of any Business
Combination approved by the Board, and in respect of any Business Combination
approved by the Board which the Act requires to be approved by the Members, the
necessary general meeting quorum and Members' approval shall be as set out in
Bye-laws 37 and 41 respectively.

              (3) In this Bye-law, "Business Combination" means:

                  (a)   any amalgamation, merger, consolidation or similar
                        transaction involving the Company;

                  (b)   any sale or other disposition of all or substantially
                        all of the assets of the Company or of all or
                        substantially all of the assets of any company or other
                        entity in the group.

<PAGE>
                                       26


                             ALTERATION OF BYE-LAWS

86.           ALTERATION OF BYE-LAWS

              (1) Subject to paragraphs (2), (3) and 4, no Bye-law shall be
rescinded, altered or amended and no new Bye-law shall be made until the same
has been approved by a resolution of the Board and by a resolution of the
Members.

              (2) Bye-laws 11, 85 and 86 shall not be rescinded, altered or
amended, and no new Bye law shall be made which would have the effect of
rescinding, altering or amending the provisions of such Bye-Laws, until the same
has been approved by a resolution of the Board including the affirmative vote of
not less than 66 percent of the Directors then in office and by a resolution of
the Members including the affirmative votes of not less than 66% of all votes
attaching to all shares then in issue entitling the holder to attend and vote on
the resolution in question.

              (3) Bye-law 14 shall not be rescinded, altered or amended and no
new Bye-law shall be made which would have the effect of rescinding, altering or
amending the provisions of such Bye-laws, until the same has been approved by a
resolution of the Board including the affirmative vote of not less than a simple
majority of the Directors then in office and by a resolution of the Members
including the affirmative votes of not less than 66% of all votes attaching to
all shares then in issue entitling the holder to attend and vote on the
resolution in question.

              (4) Bye-laws 49(3), 49(4) and 50(2) shall not be rescinded,
altered or amended and no new Bye-law shall be made which would have the effect
of rescinding, altering or amending the provisions of such Bye-laws, until the
same has been approved by a resolution of the Board including the affirmative
vote of not less than a simple majority of the Directors then in office and by a
resolution of the Members including the affirmative votes of not less than 66%
of votes cast on the resolution.

                                     ******

                                       ***
                                        *

<PAGE>
                                       27


                         SCHEDULE - FORM A (Bye-law 46)


                                  BUNGE LIMITED

                                    P R O X Y

I/We ...........................................................................
of .............................................................................
the holder(s) of ........... share(s) in the above-named company (the "Company")
hereby appoint .............................................. or failing him/her
 ....................... or failing him/her ..................... as my/our proxy
to vote on my/our behalf at the general meeting of the Company to be held on the
 ................... day of ..............................., ....., and at any
adjournment thereof.

Dated this ................ day of ........................, .............

*GIVEN under the seal of the  above-named
*Signed by the above-named

 .............................................


 .............................................
Witness

*Delete as applicable.

<PAGE>
                                       28


                         SCHEDULE - FORM B (BYE-LAW 56)

            NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL

You have failed to pay the call of [amount of call] made on the ..............
day of .................., .......... last, in respect of the [number] share(s)
[numbers in figures] standing in your name in the Register of Members of Bunge
Limited (the "Company"), on the .............. day of ..................., ....
last, the day appointed for payment of such call. You are hereby notified that
unless you pay such call together with interest thereon at the rate of
 .......... per annum computed from the said ............... day of
 ......................, .... last, on or before the ....... day of .........,
 ...... next at the place of business of the Company the share(s) will be liable
to be forfeited.

Dated this ............ day of ........................, ......

[Signature of Secretary]
By order of the Board

<PAGE>
                                       29


                         SCHEDULE - FORM C (Bye-law 61)

                          TRANSFER OF A SHARE OR SHARES

FOR VALUE RECEIVED .................................................... [amount]
 ................................................................... [transferor]
hereby sell assign and transfer unto .............................. [transferee]
of ................................................................... [address]
 ............................................................. [number of shares]
shares of Bunge Limited.........................................................


Dated ...................................................


                                                     ...........................
                                                     (Transferor)

In the presence of:


 ...........................................
                (Witness)


                                                     ...........................
                                                     (Transferee)

In the presence of:


 ...........................................
                (Witness)

<PAGE>
                                       30


                         SCHEDULE - FORM D (BYE-LAW 65)

           TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH/BANKRUPTCY
                                   OF A MEMBER


      I/We having become entitled in consequence of the [death/bankruptcy] of
      [name of the deceased Member] to [number] share(s) standing in the
      register of members of Bunge Limited in the name of the said [name of
      deceased Member] instead of being registered myself/ourselves elect to
      have [name of transferee] (the "Transferee") registered as a transferee of
      such share(s) and I/we do hereby accordingly transfer the said share(s) to
      the Transferee to hold the same unto the Transferee his or her executors
      administrators and assigns subject to the conditions on which the same
      were held at the time of the execution thereof; and the Transferee does
      hereby agree to take the said share(s) subject to the same conditions.

      WITNESS our hands this ............ day of ........................., ....

      Signed by the above-named          )
      [person or persons entitled]       )
      in the presence of:                )


      Signed by the above-named          )
      [transferee]                       )
      in the presence of:                )
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>4
<FILENAME>a2054045zex-4_1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>

<PAGE>

                                                                     Exhibit 4.1

                                                       Form of Share Certificate


                             Incorporated in Bermuda

                                  BUNGE LIMITED


This is to certify that



is/are the registered shareholders of:

<TABLE>
<S>                   <C>                               <C>
--------------------------------------------------------------------------------
    No. of Shares         Type of Share                        Par Value


--------------------------------------------------------------------------------
    Date of Record        Certificate Number                    % Paid


--------------------------------------------------------------------------------
</TABLE>


 The above shares are subject to the Memorandum of Association and Bye-Laws of
          the Company and transferrable in accordance with therewith.


                                   Given under the Common Seal of the Company


_________________________ Director ___________________________Director/Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>5
<FILENAME>a2054045zex-4_2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>

<PAGE>

                                                                     EXHIBIT 4.2







                                  BUNGE LIMITED

                                       and

                          MELLON INVESTOR SERVICES LLC

                                  Rights Agent

                                Rights Agreement

                          Dated as of July [ __ ], 2001


<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE

SECTION 1. Certain Definitions...............................................1

SECTION 2. Appointment of Rights Agent.......................................5

SECTION 3. Issue of Rights Certificates......................................5

SECTION 4. Form of Rights Certificates.......................................7

SECTION 5. Countersignature and Registration.................................8

SECTION 6. Transfer, Split Up, Combination and Exchange of Rights
           Certificates; Mutilated, Destroyed, Lost or Stolen Rights
           Certificates......................................................8

SECTION 7. Exercise of Rights; Purchase Price; Expiration Date of Rights.....9

SECTION 8. Cancellation and Destruction of Rights Certificates..............11

SECTION 9. Reservation and Availability of Capital Stock....................11

SECTION 10. Preferred Stock Record Date.....................................12

SECTION 11. Adjustment of Purchase Price, Number and Kind of Shares
            or Number of Rights.............................................13

SECTION 12. Certificate of Adjusted Purchase Price or Number of Shares......21

SECTION 13. Consolidation, Merger or Sale or Transfer of Assets or
            Earning Power...................................................21

SECTION 14. Fractional Rights and Fractional Shares.........................24

SECTION 15. Rights of Action................................................25

SECTION 16. Agreement of Rights Holders.....................................25

SECTION 17. Rights Certificate Holder Not Deemed a Stockholder..............26

SECTION 18. Concerning the Rights Agent.....................................26

SECTION 19. Merger or Consolidation or Change of Name of Rights Agent.......26

SECTION 20. Duties of Rights Agent..........................................27

SECTION 21. Change of Rights Agent..........................................29

SECTION 22. Issuance of New Rights Certificates.............................30

SECTION 23. Redemption and Termination......................................30

SECTION 24. Notice of Certain Events........................................31

SECTION 25. Notices.........................................................32

SECTION 26. Supplements and Amendments......................................32

SECTION 27. Successors......................................................33

SECTION 28. Determinations and Actions by the Board of Directors, Etc.......33

SECTION 29. Benefits of this Agreement......................................33


                                        2
<PAGE>

SECTION 30. Severability....................................................34

SECTION 31. Governing Law...................................................34

SECTION 32. Counterparts....................................................34

SECTION 33. Descriptive Headings............................................34

SECTION 34. Exchange........................................................34





                                       3
<PAGE>



                                RIGHTS AGREEMENT

            RIGHTS AGREEMENT, dated as of July [ __ ], 2001 (this "AGREEMENT"),
between Bunge Limited, a Bermuda company (the "COMPANY"), and Mellon Investor
Services LLC, a [ ] corporation (the "RIGHTS AGENT").

            WHEREAS, effective July 12, 2001 (the "RIGHTS DIVIDEND DECLARATION
DATE"), the Board of Directors of the Company authorized and granted one Right
(each, a "RIGHT") for each common share, par value US$0.01 per share, of the
Company (the "COMPANY COMMON STOCK") outstanding at the Close of Business (as
defined below) on the date on which the Company issues shares of Company Common
Stock pursuant to its initial public offering (the "RECORD DATE"), and has
authorized the issuance of one Right (as such number may hereinafter be adjusted
pursuant hereto) for each share of Company Common Stock issued between the
Record Date and, except as otherwise provided in Section 22, the Distribution
Date, each Right initially representing the right to purchase upon the terms and
subject to the conditions hereinafter set forth one Unit (as defined below) of
Preferred Stock (as defined below);

            WHEREAS, the Company desires to set forth certain terms and
conditions governing the Rights; and

            WHEREAS, the Company desires to appoint the Rights Agent to act as
rights agent hereunder, in accordance with the terms and conditions hereof;

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

            SECTION 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms have the meanings indicated:

            (a) "ACQUIRING PERSON" shall mean any Person who or which, alone or
      together with all Affiliates and Associates of such Person, shall be the
      Beneficial Owner of 20% or more of the shares of Company Common Stock then
      outstanding, but shall not include (i) the Company, any Subsidiary of the
      Company, any employee benefit plan maintained by the Company or any of its
      Subsidiaries or any trustee or fiduciary with respect to such plan acting
      in such capacity or (ii) any such Person who has become and is such a
      Beneficial Owner solely because (A) of a change in the aggregate number of
      shares of the Company Common Stock since the last date on which such
      Person acquired Beneficial Ownership of any shares of the Company Common
      Stock or (B) it acquired such Beneficial Ownership in the good faith
      belief that such acquisition would not (1) cause such Beneficial Ownership
      to be equal to or exceed 20% of the shares of the Company Common Stock
      then outstanding and such Person relied in good faith in computing the
      percentage of its Beneficial Ownership on publicly filed reports or
      documents of the Company that are inaccurate or out-of-date or (2)
      otherwise cause a Distribution Date or the adjustment provided for in
      Section 11(a)(ii) to occur.

<PAGE>

      Notwithstanding clause (ii)(B) of the prior sentence, if any Person that
      is not an Acquiring Person due to such clause (ii)(B) does not reduce its
      percentage of Beneficial Ownership of the Company Common Stock to less
      than 20% by the Close of Business on the fifth Business Day after notice
      from the Company (the date on which such notice is first mailed or sent
      being the first day) that such person's Beneficial Ownership of the
      Company Common Stock is equal to or exceeds 20%, such Person shall, at the
      end of such five Business Day period, become an Acquiring Person (and such
      clause (ii)(B) shall no longer apply to such Person). For purposes of this
      definition, the determination whether any Person acted in "good faith"
      shall be conclusively determined by the Board of Directors of the Company,
      acting by a vote of those directors of the Company whose approval would be
      required to redeem the Rights under Section 23.

            (b)   "ADJUSTMENT SHARES" has the meaning set forth in Section
      11(a)(ii).

            (c)   "ADJUSTMENT SPREAD" has the meaning set forth in Section
      34(a)(ii).

            (d)   "AFFILIATE" and "ASSOCIATE" shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the Exchange Act Regulations as in
      effect on the date of this Agreement.

            (e)   "AGREEMENT" has the meaning set forth in the preamble to this
      Agreement.

            (f)   A Person shall be deemed the "BENEFICIAL OWNER" of, and shall
      be deemed to "BENEFICIALLY OWN", and shall be deemed to have "BENEFICIAL
      OWNERSHIP" of, any securities:

                  (i) of which such Person or any of such Person's Affiliates or
            Associates is considered to be a "beneficial owner" under Rule 13d-3
            of the Exchange Act Regulations as in effect on the date of this
            Agreement; PROVIDED, HOWEVER, that a Person shall not be deemed the
            "Beneficial Owner" of, or to "beneficially own", or to have
            "Beneficial Ownership" of, any securities under this subparagraph
            (i) as a result of an agreement, arrangement or understanding to (A)
            sell such securities if such agreement, arrangement or understanding
            arises in connection with a Demand Registration Request (as defined
            in the Registration Rights Agreement) pursuant to the Registration
            Rights Agreement or (B) vote such securities if such agreement,
            arrangement or understanding (1) arises in connection with the
            extension of the Final Expiration Date under this Agreement or the
            adoption of any other rights agreement or similar device or
            agreement or (2)(x) arises solely from a revocable proxy given in
            response to a proxy or consent solicitation made in connection with
            any annual meeting of members or special meeting of members and (y)
            would not be reportable by such Person on Schedule 13D under the
            Exchange Act (or any comparable or successor report); or

                  (ii) that such Person or any of such Person's Affiliates or
            Associates, directly or indirectly, has the right to acquire
            (whether such right is exercisable immediately or only after the
            passage of time or upon the satisfaction of


                                       2
<PAGE>

            conditions) pursuant to any agreement, arrangement or understanding
            (whether or not in writing) or upon the exercise of conversion
            rights, exchange rights, rights, warrants or options, or otherwise;

      PROVIDED, HOWEVER, that under this paragraph (f) a Person shall not be
      deemed the "Beneficial Owner" of, or to "beneficially own", or to have
      "Beneficial Ownership" of, (A) securities tendered pursuant to a tender or
      exchange offer made in accordance with Exchange Act Regulations by such
      Person or any of such Person's Affiliates or Associates until such
      tendered securities are accepted for purchase or exchange, (B) securities
      that may be issued upon exercise of Rights at any time prior to the
      occurrence of a Triggering Event or (C) securities that may be issued upon
      exercise of Rights from and after the occurrence of a Triggering Event,
      which Rights were acquired by such Person or any of such Person's
      Affiliates or Associates prior to the Distribution Date or pursuant to
      Section 3(c) or Section 22 or pursuant to Section 11(i) in connection with
      an adjustment made with respect to any such Rights.

            (g) "BERMUDA ACT" has the meaning set forth in Section 9(c).

            (h) "BUSINESS DAY" shall mean any day other than a Saturday, Sunday
      or a day on which banking institutions in Bermuda or in The City of New
      York are authorized or obligated by law or executive order to close.

            (i) "CLOSE OF BUSINESS" on any given date shall mean 5:00 p.m., New
      York City time, on such date; PROVIDED, HOWEVER, that if such date is not
      a Business Day it shall mean 5:00 p.m., New York City time, on the next
      succeeding Business Day.

            (j) "COMMON STOCK" of any Person other than the Company shall mean
      the capital stock of such Person with the greatest voting power, or, if
      such Person shall have no capital stock, the equity securities or other
      equity interest having power to control or direct the management of such
      Person.

            (k) "COMPANY" has the meaning set forth in the preamble to this
      Agreement.

            (l) "COMPANY COMMON STOCK" has the meaning set forth in the recitals
      to this Agreement.

            (m) "CURRENT VALUE" has the meaning set forth in Section 11(a)(iii).

            (n) "DEPOSITARY AGENT" has the meaning set forth in Section 7(c).

            (o) "DISTRIBUTION DATE" has the meaning set forth in Section 3(a).

            (p) "EQUIVALENT PREFERRED STOCK" has the meaning set forth in
      Section 11(b).

            (q) "EXCHANGE ACT" shall mean the United States Securities Exchange
      Act of 1934, as amended.


                                       3
<PAGE>

            (r) "EXCHANGE ACT REGULATIONS" shall mean the General Rules and
      Regulations under the Exchange Act.

            (s) "EXPIRATION DATE" has the meaning set forth in Section 7(a).

            (t) "FINAL EXPIRATION DATE" has the meaning set forth in Section
      7(a).

            (u) "PERSON" shall mean any individual, partnership, limited
      liability company, firm, corporation, joint venture, association, trust,
      unincorporated organization or other entity, as well as any syndicate or
      group deemed to be a person under Section 14(d)(2) of the Exchange Act.

            (v) "PREFERRED STOCK" shall mean the Series A Preference Shares, par
      value US$0.01 per share, of the Company having the voting powers,
      designation, preferences and relative, participating, optional or other
      special rights and qualifications, limitations and restrictions described
      in the Certificate of Designation set forth as Exhibit C hereto.

            (w) "PREFERRED STOCK EQUIVALENTS" has the meaning specified in
      Section 11(a)(iii).

            (x) "PRINCIPAL PARTY" has the meaning set forth in Section 13(b).

            (y) "PURCHASE PRICE" has the meaning set forth in Section 7(b).

            (z) "RECORD DATE" has the meaning set forth in the recitals to this
      Agreement.

            (aa) "REDEMPTION PRICE" has the meaning set forth in Section 23(a).

            (bb) "REGISTERED COMMON STOCK" has the meaning set forth in Section
      13(b)(ii).

            (cc) "REGISTRATION DATE" has the meaning set forth in Section 9(c).

            (dd) "REGISTRATION RIGHTS AGREEMENT" shall mean the Registration
      Rights Agreement, dated as of July [ __ ], 2001, by and among the Company
      and the parties listed on Annex A thereto.

            (ee) "REGISTRATION STATEMENT" has the meaning set forth in Section
      9(c).

            (ff) "RIGHT" has the meaning set forth in the recitals to this
      Agreement.

            (gg) "RIGHTS AGENT" has the meaning set forth in the preamble to
      this Agreement.

            (hh) "RIGHTS CERTIFICATES" has the meaning set forth in Section
      3(a).

            (ii) "RIGHTS DIVIDEND DECLARATION DATE" has the meaning set forth in
      the recitals to this Agreement.


                                       4
<PAGE>

            (jj) "SECTION 11(A)(II) EVENT" has the meaning set forth in Section
      11(a)(ii).

            (kk) "SECTION 11(A)(III) TRIGGER DATE" has the meaning set forth in
      Section 11(a)(iii).

            (ll) "SECTION 13 EVENT" has the meaning set forth in Section 13(a).

            (mm) "SECTION 34(A)(I) EXCHANGE RATIO" has the meaning set forth in
      Section 34(a)(i).

            (nn) "SECTION 34(A)(II) EXCHANGE RATIO" has the meaning set forth in
      Section 34(a)(ii).

            (oo) "SECURITIES ACT" shall mean the Securities Act of 1933, as
      amended.

            (pp) "SPREAD" has the meaning set forth in Section 11(a)(iii).

            (qq) "STOCK ACQUISITION DATE" shall mean the first date of public
      announcement (including, without limitation, the filing of any report
      pursuant to Section 13(d) of the Exchange Act) by the Company or an
      Acquiring Person that an Acquiring Person has become such.

            (rr) "SUBSIDIARY" of any Person shall mean any other Person of which
      a majority of the voting securities or equity interests is beneficially
      owned, directly or indirectly, by such Person, or which is otherwise
      controlled by such Person.

            (ss) "SUMMARY OF RIGHTS" has the meaning set forth in Section 3(b).

            (tt) "TRADING DAY" has the meaning set forth in Section 11(d)(i).

            (uu) "TRIGGERING EVENT" shall mean any Section 11(a)(ii) Event or
      any Section 13 Event.

            (vv) "UNIT" has the meaning set forth in Section 7(b).

            SECTION 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints
the Rights Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Rights Agent hereby accepts such appointment.
With the consent of the Rights Agent, the Company may from time to time appoint
such Co-Rights Agents as it may deem necessary or desirable.

            SECTION 3. ISSUE OF RIGHTS CERTIFICATES. (a) Until the earlier of
(i) the Close of Business on the tenth day after the Stock Acquisition Date and
(ii) the Close of Business on the tenth Business Day (or such later date as may
be determined by action of the Board of Directors of the Company prior to such
time as any Person becomes an Acquiring Person, and of which the Company will
give the Rights Agent prompt written notice) after the date that a tender or
exchange offer by any Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan maintained by the Company or any of its
Subsidiaries or any trustee or


                                       5
<PAGE>

fiduciary with respect to such plan acting in such capacity) is commenced within
the meaning of Rule 14d-2 of the Exchange Act Regulations or any successor rule,
if upon consummation thereof such Person would be the Beneficial Owner of 20% or
more of the shares of Company Common Stock then outstanding (the earlier of (i)
and (ii) above being the "DISTRIBUTION Date"), (x) the Rights will be evidenced
(subject to the provisions of paragraph (b) of this Section 3) by the
certificates for shares of Company Common Stock registered in the names of the
holders of shares of Company Common Stock as of and subsequent to the Record
Date (which certificates for shares of Company Common Stock shall be deemed also
to be certificates for Rights) and not by separate certificates, and (y) the
Rights will be transferable only in connection with the transfer of the
underlying shares of Company Common Stock (including a transfer to the Company).
As soon as practicable after the Distribution Date, the Rights Agent will send
by first-class, insured, postage prepaid mail, to each record holder of shares
of Company Common Stock as of the Close of Business on the Distribution Date, at
the address of such holder shown on the records of the Company, one or more
rights certificates, in substantially the form of Exhibit A hereto (the "RIGHTS
CERTIFICATES"), evidencing one Right for each share of Company Common Stock so
held, subject to adjustment as provided herein. In the event that an adjustment
in the number of Rights per share of Company Common Stock has been made pursuant
to Section 11(p), at the time of distribution of the Rights Certificates, the
Company may make the necessary and appropriate rounding adjustments (in
accordance with Section 14(a)) so that Rights Certificates evidencing only whole
numbers of Rights are distributed and cash is paid in lieu of any fractional
Rights. As of and after the Distribution Date, the Rights will be evidenced
solely by such Rights Certificates.

            (b) As promptly as practicable following the Record Date, the
Company will send a copy of a Summary of Rights to Purchase Preferred Stock, in
a form that may be appended to certificates that evidence shares of Company
Common Stock, in substantially the form attached hereto as Exhibit B (the
"SUMMARY OF RIGHTS"), by first-class, postage prepaid mail, to each record
holder of shares of Company Common Stock as of the Close of Business on the
Record Date, at the address of such holder shown on the records of the Company.

            (c) Rights shall, without any further action, be issued in respect
of all shares of Company Common Stock that are issued after the Record Date but
prior to the earlier of the Distribution Date and the Expiration Date.
Certificates evidencing such shares of Company Common Stock issued after the
Record Date shall bear the following legend:

            "This certificate also evidences and entitles the holder hereof to
      certain Rights as set forth in the Rights Agreement, dated as of July
      [__], 2001 (the "Rights Agreement"), between Bunge Limited (the "Company")
      and Mellon Investor Services LLC (the "Rights Agent"), the terms of which
      are hereby incorporated herein by reference and a copy of which is on file
      at the office of the Rights Agent designated for such purpose. Under
      certain circumstances, as set forth in the Rights Agreement, such Rights
      will be evidenced by separate certificates and will no longer be evidenced
      by this certificate. The Company will mail to the holder of this
      certificate a copy of the Rights Agreement, as in effect on the date of
      mailing, without charge promptly after receipt of a written request
      therefor. Under certain circumstances set forth in the Rights Agreement,
      Rights issued to, or held by, any Person who is, was or becomes an
      Acquiring Person or


                                       6
<PAGE>

      any Affiliate or Associate thereof (as such terms are defined in the
      Rights Agreement), whether currently held by or on behalf of such Person
      or by any subsequent holder, may become null and void."

            With respect to certificates evidencing shares of Company Common
Stock (whether or not such certificates include the foregoing legend or have
appended to them the Summary of Rights), until the earlier of the Distribution
Date and the Expiration Date, the Rights associated with the shares of Company
Common Stock evidenced by such certificates shall be evidenced by such
certificates alone and registered holders of the shares of Company Common Stock
shall also be the registered holders of the associated Rights, and the transfer
of any of such certificates shall also constitute the transfer of the Rights
associated with the shares of Company Common Stock evidenced by such
certificates.

            SECTION 4. FORM OF RIGHTS CERTIFICATES. (a) The Rights Certificates
(and the forms of election to purchase, assignment and certificate to be printed
on the reverse thereof) shall each be substantially in the form set forth in
Exhibit A hereto and may have such marks of identification or designation and
such legends, summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or any rule or
regulation thereunder or with any rule or regulation of any stock exchange on
which the Rights may from time to time be listed or to conform to usage. Subject
to the provisions of Section 11 and Section 22, the Rights Certificates,
whenever distributed, shall be dated as of the Record Date and on their face
shall entitle the holders thereof to purchase such number of Units of Preferred
Stock as shall be set forth therein at the price set forth therein, but the
amount and type of securities, cash or other assets that may be acquired upon
the exercise of each Right and the Purchase Price thereof shall be subject to
adjustment as provided herein.

            (b) Any Rights Certificate issued pursuant hereto that evidences
Rights beneficially owned by: (i) an Acquiring Person or any Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) that becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) that becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and that receives such
Rights pursuant to either (A) a transfer (whether or not for consideration) from
the Acquiring Person (or any such Associate or Affiliate) to holders of equity
interests in such Acquiring Person (or such Associate or Affiliate) or to any
Person with whom such Acquiring Person (or such Associate or Affiliate) has any
continuing agreement, arrangement or understanding regarding either the
transferred Rights, shares of Company Common Stock or the Company or (B) a
transfer that a majority of the Board of Directors of the Company has determined
to be part of a plan, arrangement or understanding that has as a primary purpose
or effect the avoidance of Section 7(e), shall, upon the written direction of a
majority of the Board of Directors of the Company, contain (to the extent
feasible) the following legend:

            "The Rights evidenced by this Rights Certificate are or were
      beneficially owned by a Person who was or became an Acquiring Person or an
      Affiliate or Associate of an Acquiring Person (as such terms are defined
      in the Rights Agreement). Accordingly, this Rights Certificate and the
      Rights evidenced


                                       7
<PAGE>

      hereby may become null and void in the circumstances specified in
      Section 7(e) of such Agreement."

            SECTION 5. COUNTERSIGNATURE AND REGISTRATION. (a) Rights
Certificates shall be executed on behalf of the Company by its Chairman of the
Board, the President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any one or more of these officers on the Rights
Certificates may be manual or facsimile. Rights Certificates bearing the manual
or facsimile signatures of the individuals who were at any time the proper
officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
countersignature of such Rights Certificates or did not hold such offices at the
date of such Rights Certificates. No Rights Certificate shall be entitled to any
benefit under this Agreement or be valid for any purpose unless there appears on
such Rights Certificate a countersignature duly executed by the Rights Agent by
manual signature of an authorized signatory, and such countersignature upon any
Rights Certificate shall be conclusive evidence, and the only evidence, that
such Rights Certificate has been duly countersigned as required hereunder.

            (b) Following the Distribution Date, the Rights Agent will keep or
cause to be kept, at its office designated for surrender of Rights Certificates
upon exercise or transfer, books for registration and transfer of the Rights
Certificates issued hereunder. Such books shall show the name and address of
each holder of the Rights Certificates, the number of Rights evidenced on its
face by each Rights Certificate and the date of each Rights Certificate.

            SECTION 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHTS
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES. (a)
Subject to the provisions of Sections 4(b), 7(e) and 14, at any time after the
Close of Business on the Distribution Date, and at or prior to the Close of
Business on the Expiration Date, any Rights Certificate or Certificates may be
transferred, split up, combined or exchanged for another Rights Certificate or
Certificates, entitling the registered holder to purchase a like number of Units
of Preferred Stock (or, following a Triggering Event, other securities, cash or
other assets, as the case may be) as the Rights Certificate or Certificates
surrendered then entitled such holder to purchase. Any registered holder
desiring to transfer, split up, combine or exchange any Rights Certificate or
Certificates shall make such request in writing delivered to the Rights Agent,
and shall surrender the Rights Certificate or Certificates to be transferred,
split up, combined or exchanged at the office of the Rights Agent designated for
such purpose. Neither the Rights Agent nor the Company shall be obligated to
take any action whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have completed and executed
the certificate set forth in the form of assignment on the reverse side of such
Rights Certificate and shall have provided such additional evidence of the
identity of the Beneficial Owner (or former Beneficial Owner) of the Rights
evidenced by such Rights Certificate or Affiliates or Associates thereof as the
Company shall reasonably request; whereupon the Rights Agent shall, subject to
the provisions of Sections 4(b), 7(e) and 14, countersign and deliver to the
Person entitled thereto a Rights Certificate or Rights Certificates, as the case
may be, as so requested. The Company may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Rights Certificates.


                                       8
<PAGE>

            (b) If a Rights Certificate shall be mutilated, destroyed, lost or
stolen, upon request by the registered holder of the Rights evidenced thereby
and upon payment to the Company and the Rights Agent of all reasonable expenses
incident thereto, there shall be issued, in exchange for and upon cancellation
of the mutilated Rights Certificate, or in substitution for the lost, stolen or
destroyed Rights Certificate, a new Rights Certificate, in substantially the
form of the prior Rights Certificate, of like tenor and evidencing the
equivalent number of Rights, but, in the case of loss, theft or destruction,
only upon receipt of evidence satisfactory to the Company and the Rights Agent
of such loss, theft or destruction of such Rights Certificate and, if requested
by the Company or the Rights Agent, indemnity also satisfactory to it.

            SECTION 7. EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF
RIGHTS. (a) Prior to the earlier of (i) the Close of Business on the third
anniversary hereof (the "FINAL EXPIRATION DATE") and (ii) the time at which the
Rights are redeemed as provided in Section 23 (the earlier of (i) and (ii) being
the "EXPIRATION DATE"), the registered holder of any Rights Certificate may,
subject to the provisions of Sections 7(e) and 9(c), exercise the Rights
evidenced thereby in whole or in part at any time after the Distribution Date
upon surrender of the Rights Certificate, with the form of election to purchase
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent designated for such purpose, together
with payment of the aggregate Purchase Price (as hereinafter defined) for the
number of Units of Preferred Stock (or, following a Triggering Event, other
securities, cash or other assets, as the case may be) for which such surrendered
Rights are then exercisable.

            (b) The purchase price for each one one-thousandth of a share (each
such one one-thousandth of a share being a "UNIT") of Preferred Stock upon
exercise of Rights shall be US$29.02, subject to adjustment from time to time as
provided in Sections 11 and 13(a) (such purchase price, as so adjusted, being
the "PURCHASE PRICE"), and shall be payable in accordance with paragraph (c)
below.

            (c) As promptly as practicable following the occurrence of the
Distribution Date, the Company shall deposit with a corporation in good standing
organized under the laws of the United States or any state of the United States,
that is authorized under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or state
authority (such institution being the "DEPOSITARY AGENT"), certificates
evidencing the shares of Preferred Stock that may be acquired upon exercise of
the Rights and shall cause such Depositary Agent to enter into an agreement
pursuant to which the Depositary Agent shall issue receipts evidencing interests
in the shares of Preferred Stock so deposited. Upon receipt of a Rights
Certificate evidencing exercisable Rights, with the form of election to purchase
and the certificate duly executed, accompanied by payment, with respect to each
Right so exercised, of the Purchase Price for the Units of Preferred Stock (or,
following a Triggering Event, other securities, cash or other assets, as the
case may be) to be purchased thereby as set forth below and an amount equal to
any applicable transfer tax or evidence satisfactory to the Company of payment
of such tax, the Rights Agent shall, subject to Section 20(k), thereupon
promptly (i) requisition from the Depositary Agent depositary receipts or
certificates evidencing such number of Units of Preferred Stock as are to be
purchased and the Company will direct the Depositary Agent to comply with such
request, (ii) requisition from the Company the amount of cash, if any, to be
paid in lieu of fractional shares in accordance with Section 14, (iii) after
receipt of such depositary receipts or certificates, cause the same to be
delivered to or upon the


                                       9
<PAGE>

order of the registered holder of such Rights Certificate, registered in such
name or names as may be designated by such holder, and (iv) after receipt
thereof, deliver such cash, if any, to or upon the order of the registered
holder of such Rights Certificate. In the event that the Company is obligated to
issue Company Common Stock, other securities of the Company, pay cash and/or
distribute other property pursuant to Section 11(a), the Company will make all
arrangements necessary so that such Company Common Stock, other securities, cash
and/or other property are available for distribution by the Rights Agent, if and
when appropriate. Subject to Section 34, the payment of the Purchase Price (as
such amount may be reduced pursuant to Section 11(a)(iii)) may be made in cash
or by certified or bank check payable to the order of the Company, or by wire
transfer of immediately available funds to the account of the Company (provided
that notice of such wire transfer shall be given by the holder of the related
Right to the Rights Agent).

            (d) In case the registered holder of any Rights Certificate shall
exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing the Rights remaining unexercised shall be issued by the Rights Agent
and delivered to, or upon the order of, the registered holder of such Rights
Certificate, registered in such name or names as may be designated by such
holder, subject to the provisions of Section 14.

            (e) Notwithstanding anything in this Agreement to the contrary, from
and after the first occurrence of any Section 11(a)(ii) Event or Section 13
Event, any Rights beneficially owned by (i) an Acquiring Person or an Associate
or Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) that becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) that becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and that receives such
Rights pursuant to either (A) a transfer (whether or not for consideration) from
the Acquiring Person (or any such Associate or Affiliate) to holders of equity
interests in such Acquiring Person (or such Associate or Affiliate) or to any
Person with whom such Acquiring Person (or such Associate or Affiliate) has any
continuing agreement, arrangement or understanding regarding the transferred
Rights, shares of Company Common Stock or the Company or (B) a transfer that a
majority of the Board of Directors of the Company has determined to be part of a
plan, arrangement or understanding that has as a primary purpose or effect the
avoidance of this Section 7(e), shall be null and void without any further
action, and no holder of such Rights shall have any rights whatsoever with
respect to such Rights, whether under any provision of this Agreement or
otherwise. The Company shall use all reasonable efforts to ensure that the
provisions of this Section 7(e) and Section 4(b) are complied with, but shall
have no liability to any holder of Rights or any other Person as a result of the
Company's failure to make any determination under this Section 7(e) or Section
4(b) with respect to an Acquiring Person or its Affiliates, Associates or
transferees.

            (f) Notwithstanding anything in this Agreement or any Rights
Certificate to the contrary, neither the Rights Agent nor the Company shall be
obligated to undertake any action with respect to a registered holder upon the
occurrence of any purported exercise by such registered holder unless such
registered holder shall have (i) completed and executed the certificate
following the form of election to purchase set forth on the reverse side of the
Rights Certificate surrendered for such exercise and (ii) provided such
additional evidence of the


                                       10
<PAGE>

identity of the Beneficial Owner (or former Beneficial Owner) of the Rights
evidenced by such Rights Certificate or Affiliates or Associates thereof as the
Company shall reasonably request.

            SECTION 8. CANCELLATION AND DESTRUCTION OF RIGHTS CERTIFICATES. All
Rights Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Rights
Certificates shall be issued in lieu thereof except as expressly permitted by
this Agreement. The Company shall deliver to the Rights Agent for cancellation
and retirement, and the Rights Agent shall so cancel and retire, any Rights
Certificates acquired by the Company otherwise than upon the exercise thereof.
The Rights Agent shall deliver all cancelled Rights Certificates to the Company,
or shall, at the written request of the Company, destroy such cancelled Rights
Certificates, and in such case shall deliver a certificate of destruction
thereof to the Company.

            SECTION 9. RESERVATION AND AVAILABILITY OF CAPITAL STOCK. (a) The
Company shall at all times prior to the Expiration Date cause to be reserved and
kept available, out of its authorized and unissued shares of Preferred Stock,
the number of shares of Preferred Stock that, as provided in this Agreement,
will be sufficient to permit the exercise in full of all outstanding Rights.
Upon the occurrence of any events resulting in an increase in the aggregate
number of shares of Preferred Stock (or other equity securities of the Company)
issuable upon exercise of all outstanding Rights above the number then reserved,
the Company shall make appropriate increases in the number of shares so
reserved.

            (b) If the shares of Preferred Stock to be issued and delivered upon
the exercise of the Rights may be listed on any national securities exchange,
the Company shall during the period from the Distribution Date through the
Expiration Date use its best efforts to cause all securities reserved for such
issuance to be listed on such exchange upon official notice of issuance upon
such exercise.

            (c) The Company shall use its best efforts (i) as soon as
practicable following the occurrence of a Section 11(a)(ii) Event and a
determination by the Company in accordance with Section 11(a)(iii) of the
consideration to be delivered by the Company upon exercise of the Rights or, if
so required by law, as soon as practicable following the Distribution Date (such
date being the "REGISTRATION DATE"), to file a registration statement on an
appropriate form under the Securities Act and, if appropriate, under the
Companies Act 1981 of Bermuda (the "BERMUDA ACT") with respect to the securities
that may be acquired upon exercise of the Rights (the "REGISTRATION STATEMENT"),
(ii) to cause the Registration Statement to become effective as soon as
practicable after such filing, (iii) to cause the Registration Statement to
continue to be effective (and to include a prospectus complying with the
requirements of the Securities Act and, if appropriate, the Bermuda Act) until
the earlier of (A) the date as of which the Rights are no longer exercisable for
the securities covered by the Registration Statement and (B) the Expiration Date
and (iv) to take as soon as practicable following the Registration Date such
action as may be required to ensure that any acquisition of securities upon
exercise of the Rights complies with any applicable state securities or "blue
sky" laws. If the Registration Statement does not become effective prior to the
Close of Business on the 45th Business Day following the occurrence of a Section
11(a)(ii) Event, the Company shall, unless otherwise determined by a majority of
the


                                       11
<PAGE>

Board of Directors of the Company, on the 46th Business Day following the
occurrence of such Section 11(a)(ii) Event, be obligated to exercise the option
described in Section 34.

            (d) The Company shall take such action as may be necessary to ensure
that all shares of Preferred Stock (and, following the occurrence of a
Triggering Event, any other securities that may be delivered upon exercise of
Rights) shall be, at the time of delivery of the certificates or depositary
receipts for such securities, duly and validly authorized and issued and fully
paid and non-assessable.

            (e) The Company shall pay any documentary, stamp or transfer tax
imposed in connection with the issuance or delivery of the Rights Certificates
or upon the exercise of Rights; PROVIDED, HOWEVER, that the Company shall not be
required to pay any such tax imposed in connection with the issuance or delivery
of Units of Preferred Stock, or any certificates or depositary receipts for such
Units of Preferred Stock (or, following the occurrence of a Triggering Event,
any other securities, cash or assets, as the case may be) to any Person other
than the registered holder of the Rights Certificates evidencing the Rights
surrendered for exercise. The Company shall not be required to issue or deliver
any certificates or depositary receipts for Units of Preferred Stock (or,
following the occurrence of a Triggering Event, any other securities, cash or
assets, as the case may be) to, or in a name other than that of, the registered
holder of the Rights Certificate upon the exercise of any Rights evidenced
thereby until any such tax shall have been paid (any such tax being payable by
the holder of such Rights Certificate at the time of surrender) or until it has
been established to the Company's satisfaction that no such tax is due.

            SECTION 10. PREFERRED STOCK RECORD DATE. Each Person in whose name
any certificate or depositary receipt for Units of Preferred Stock (or,
following the occurrence of a Triggering Event, other securities) is issued upon
the exercise of Rights shall be registered as the holder of record of the Units
of Preferred Stock (or, following the occurrence of a Triggering Event, other
securities) evidenced thereby on, and such certificate or depositary receipt
shall be dated, the date upon which the Rights Certificate evidencing such
Rights is duly surrendered and payment of the Purchase Price (and any applicable
transfer taxes) is made; PROVIDED, however, that if the date of such surrender
and payment is a date upon which the Preferred Stock (or, following the
occurrence of a Triggering Event, other securities) register of members is
closed, such Person shall be registered as the record holder of such securities
on, and such certificate or depositary receipt shall be dated, the next
succeeding Business Day on which the Preferred Stock (or, following the
occurrence of a Triggering Event, other securities) register of members is open;
and FURTHER PROVIDED, HOWEVER, that if delivery of Units of Preferred Stock is
delayed as a result of a failure to register such Units of Preferred Stock
pursuant to Section 9(c), such Persons shall be registered as the record holders
of such Units of Preferred Stock only when such Units first become deliverable.
Prior to the registration in the register of members of the Rights evidenced
thereby, the holder of a Rights Certificate shall not be entitled to any rights
of a shareholder of the Company with respect to securities for which the Rights
shall be exercisable, including, without limitation, the right to vote, to
receive dividends or other distributions or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the
Company, except as provided herein.


                                       12
<PAGE>

            SECTION 11. ADJUSTMENT OF PURCHASE PRICE, NUMBER AND KIND OF SHARES
OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of securities
covered by each Right and the number of Rights outstanding are subject to
adjustment from time to time as provided in this Section 11.

            (a) (i) In the event the Company shall at any time after the date of
      this Agreement (A) declare a dividend on the Preferred Stock payable in
      shares of Preferred Stock, (B) subdivide the outstanding Preferred Stock,
      (C) combine or consolidate the outstanding Preferred Stock into a smaller
      number of shares or (D) issue any shares in a reclassification of the
      Preferred Stock (including any such reclassification in connection with a
      consolidation, amalgamation or merger in which the Company is the
      continuing or surviving corporation), except as otherwise provided in this
      Section 11(a), the Purchase Price in effect at the time of the record date
      for such dividend or of the effective date of such subdivision,
      combination, consolidation or reclassification, and the number and kind of
      shares of Preferred Stock or other class of shares, as the case may be,
      issuable on such date upon exercise of the Rights, shall be
      proportionately adjusted so that the holder of any Right exercised after
      such time shall be entitled to receive, upon payment of the Purchase Price
      then in effect, the aggregate number and kind of shares of Preferred Stock
      or other class of shares, as the case may be, which, if such Right had
      been exercised immediately prior to such date, such holder would have
      owned upon such exercise and been entitled to receive by virtue of such
      dividend, subdivision, combination, consolidation or reclassification. If
      an event occurs that would require an adjustment under both this Section
      11(a)(i) and Section 11(a)(ii), the adjustment provided for in this
      Section 11(a)(i) shall be in addition to, and shall be made prior to, any
      adjustment required pursuant to Section 11(a)(ii).

            (ii)  In the event:

                  (A) any Acquiring Person or any Associate or Affiliate of any
            Acquiring Person, at any time after the date of this Agreement,
            directly or indirectly, shall (1) merge into the Company or
            amalgamate or otherwise combine with the Company and the Company
            shall be the continuing or surviving corporation of such merger,
            amalgamation or combination and Company Common Stock shall remain
            outstanding and unchanged, (2) in one transaction or a series of
            transactions, transfer any assets to the Company or to any of its
            Subsidiaries in exchange (in whole or in part) for shares of Company
            Common Stock, for other shares of the Company or any such
            Subsidiary, or for securities exercisable for or convertible into
            shares of the Company or any of its Subsidiaries (whether Company
            Common Stock or otherwise) or otherwise obtain from the Company or
            any of its Subsidiaries, with or without consideration, any
            additional shares or securities exercisable for or convertible into
            such shares (other than pursuant to a pro rata distribution to all
            holders of Company Common Stock), (3) sell, purchase, lease,
            exchange, mortgage, pledge, transfer or otherwise acquire or dispose
            of, in one transaction or a series of transactions, to, from or with
            the Company or any of its Subsidiaries or any employee benefit plan
            maintained by the Company or any of its Subsidiaries or any trustee
            or fiduciary with respect to such plan acting in such capacity,
            assets (including securities) on


                                       13
<PAGE>

            terms and conditions less favorable to the Company or such
            Subsidiary or plan than those that could have been obtained in
            arm's-length negotiations with an unaffiliated third party, other
            than pursuant to a transaction set forth in Section 13(a), (4) sell,
            purchase, lease, exchange, mortgage, pledge, transfer or otherwise
            acquire or dispose of, in one transaction or a series of
            transactions, to, from or with the Company or any of the Company's
            Subsidiaries or any employee benefit plan maintained by the Company
            or any of its Subsidiaries or any trustee or fiduciary with respect
            to such plan acting in such capacity (other than transactions, if
            any, consistent with those engaged in, as of the date hereof, by the
            Company and such Acquiring Person or such Associate or Affiliate),
            assets (including securities) having an aggregate fair market value
            of more than US$5,000,000, other than pursuant to a transaction set
            forth in Section 13(a), (5) sell, purchase, lease, exchange,
            mortgage, pledge, transfer or otherwise acquire or dispose of, in
            one transaction or a series of transactions, to, from or with the
            Company or any of its Subsidiaries or any employee benefit plan
            maintained by the Company or any of its Subsidiaries or any trustee
            or fiduciary with respect to such plan acting in such capacity, any
            material trademark or material service mark, other than pursuant to
            a transaction set forth in Section 13(a), (6) receive, or any
            designee, agent or representative of such Acquiring Person or any
            Affiliate or Associate of such Acquiring Person shall receive, any
            compensation from the Company or any of its Subsidiaries other than
            compensation for full-time employment as a regular employee at rates
            in accordance with the Company's (or its Subsidiaries') past
            practices, or (7) receive the benefit, directly or indirectly
            (except proportionately as a holder of Company Common Stock or as
            required by law or governmental regulation), of any loans, advances,
            guarantees, pledges or other financial assistance or any tax credits
            or other tax advantage provided by the Company or any of its
            Subsidiaries or any employee benefit plan maintained by the Company
            or any of its Subsidiaries or any trustee or fiduciary with respect
            to such plan acting in such capacity; or

                  (B) any Person shall become an Acquiring Person, unless the
            event causing such Person to become an Acquiring Person is a
            transaction set forth in Section 13(a); or

                  (C) during such time as there is an Acquiring Person, there
            shall be any reclassification of securities (including any reverse
            stock split), or recapitalization of the Company, or any
            amalgamation, merger or consolidation of the Company with any of its
            Subsidiaries or any other transaction or series of transactions
            involving the Company or any of its Subsidiaries, other than a
            transaction or transactions to which the provisions of Section 13(a)
            apply (whether or not with or into or otherwise involving an
            Acquiring Person), which has the effect, directly or indirectly, of
            increasing by more than 1% the proportionate share of the
            outstanding shares of any class of shares of the Company or any of
            its Subsidiaries that is directly or indirectly beneficially owned
            by any Acquiring Person or any Associate or Affiliate of any
            Acquiring Person;


                                       14
<PAGE>

            THEN, immediately upon the date of the occurrence of an event
            described in Section 11(a)(ii)(A), (B) or (C) (a "SECTION 11(A)(II)
            EVENT"), proper provision shall be made so that each holder of a
            Right (except as provided below and in Section 7(e)) shall
            thereafter have the right to receive, upon exercise thereof at the
            then-current Purchase Price in accordance with the terms of this
            Agreement, in lieu of the number of Units of Preferred Stock for
            which a Right was exercisable immediately prior to the first
            occurrence of a Section 11(a)(ii) Event, such number of Units of
            Preferred Stock as shall equal the result obtained by (x)
            multiplying the then-current Purchase Price by the then number of
            Units of Preferred Stock for which a Right was exercisable
            immediately prior to the first occurrence of a Section 11(a)(ii)
            Event (such product thereafter being, for all purposes of this
            Agreement other than Section 13, the "PURCHASE PRICE"), and (y)
            dividing that product by 50% of the then-current market price
            (determined pursuant to Section 11(d)) per Unit of Preferred Stock
            on the date of such first occurrence (such Units of Preferred Stock
            being the "ADJUSTMENT SHARES").

                  (iii) In the event that the number of shares of Preferred
            Stock that are authorized by the Company's Memorandum of Association
            and Bye-laws but not outstanding or reserved for issuance for
            purposes other than upon exercise of the Rights is not sufficient to
            permit the exercise in full of the Rights in accordance with the
            foregoing subparagraph (ii) of this Section 11(a), the Company, by
            the vote of a majority of the Board of Directors of the Company,
            shall: (A) determine the excess of (1) the value of the Adjustment
            Shares issuable upon the exercise of a Right (the "CURRENT VALUE")
            over (2) the Purchase Price (such excess being the "SPREAD"), and
            (B) with respect to each Right, make adequate provision to
            substitute for such Adjustment Shares, upon payment of the
            applicable Purchase Price, (1) cash, (2) a reduction in the Purchase
            Price, (3) Company Common Stock or other shares of the Company
            (including, without limitation, preferred shares, or units of
            preferred shares (such other shares being "PREFERRED STOCK
            EQUIVALENTS")), (4) debt securities of the Company, (5) other assets
            or (6) any combination of the foregoing, having an aggregate value
            equal to the Current Value, where such aggregate value has been
            determined by a majority of the Board of Directors of the Company,
            after receiving advice from a nationally recognized investment
            banking firm; PROVIDED, HOWEVER, that if the Company shall not have
            made adequate provision to deliver value pursuant to clause (B)
            above within thirty days following the later of (x) the first
            occurrence of a Section 11(a)(ii) Event and (y) the date on which
            the Company's right of redemption pursuant to Section 23(a) expires
            (the later of (x) and (y) being referred to herein as the "SECTION
            11(A)(III) TRIGGER DATE"), then the Company shall be obligated to
            deliver, upon the surrender for exercise of a Right and without
            requiring payment of the Purchase Price, Units of Preferred Stock
            (to the extent available) and then, if necessary, cash, which Units
            of Preferred Stock and/or cash shall have an aggregate value equal
            to the Spread. To the extent that the Company determines that some
            action need be taken pursuant to the first sentence of this Section
            11(a)(iii), the Company shall provide, subject to Section 7(e), that
            such action shall apply uniformly to all outstanding Rights. For
            purposes of this Section 11(a)(iii), the value of a Unit of
            Preferred Stock shall be the current market price (as determined
            pursuant to Section 11(d)) per Unit of Preferred Stock on the
            Section 11(a)(iii) Trigger Date and the value of any preferred stock
            equivalent shall be deemed to have the same value as the Preferred
            Stock on such date.


                                       15
<PAGE>

            (b) In case the Company shall fix a record date for the issuance of
      rights, options or warrants to all holders of Preferred Stock entitling
      them to subscribe for or purchase (for a period expiring within forty-five
      calendar days after such record date) shares of Preferred Stock (or shares
      having substantially the same rights, privileges and preferences as shares
      of Preferred Stock ("EQUIVALENT PREFERRED STOCK")) or securities
      convertible into Preferred Stock or Equivalent Preferred Stock at a price
      per share of Preferred Stock or per share of Equivalent Preferred Stock
      (or having a conversion price per share, if a security convertible into
      Preferred Stock or Equivalent Preferred Stock) less than the current
      market price (as determined pursuant to Section 11(d)) per share of
      Preferred Stock on such record date, the Purchase Price to be in effect
      after such record date shall be determined by multiplying the Purchase
      Price in effect immediately prior to such record date by a fraction, the
      numerator of which shall be the sum of the number of shares of Preferred
      Stock outstanding on such record date plus the number of shares of
      Preferred Stock which the aggregate offering price of the total number of
      shares of Preferred Stock and/or Equivalent Preferred Stock so to be
      offered (and/or the aggregate initial conversion price of the convertible
      securities so to be offered) would purchase at such current market price,
      and the denominator of which shall be the number of shares of Preferred
      Stock outstanding on such record date plus the number of additional shares
      of Preferred Stock and/or Equivalent Preferred Stock to be offered for
      subscription or purchase (or into which the convertible securities so to
      be offered are initially convertible). In case such subscription price may
      be paid by delivery of consideration part or all of which may be in a form
      other than cash, the value of such consideration shall be as determined in
      good faith by a majority of the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights
      Agent and shall be binding on the Rights Agent and the holders of the
      Rights. Shares of Preferred Stock owned by or held for the account of the
      Company or any Subsidiary shall not be deemed outstanding for the purpose
      of any such computation. Such adjustment shall be made successively
      whenever such a record date is fixed, and in the event that such rights or
      warrants are not so issued, the Purchase Price shall be adjusted to be the
      Purchase Price that would then be in effect if such record date had not
      been fixed.

            (c) In case the Company shall fix a record date for a distribution
      to all holders of shares of Preferred Stock (including any such
      distribution made in connection with a consolidation, amalgamation or
      merger in which the Company is the continuing corporation) of evidences of
      indebtedness, cash (other than a regular quarterly cash dividend out of
      the earnings or retained earnings of the Company), assets (other than a
      dividend payable in shares of Preferred Stock, but including any dividend
      payable in shares other than Preferred Stock) or subscription rights or
      warrants (excluding those referred to in Section 11(b)), the Purchase
      Price to be in effect after such record date shall be determined by
      multiplying the Purchase Price in effect immediately prior to such record
      date by a fraction, the numerator of which shall be the current market
      price (as determined pursuant to Section 11(d)) per share of Preferred
      Stock on such record date less the fair market value (as determined in
      good faith by a majority of the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights
      Agent and shall be binding on the Rights Agent and the holder of the
      Rights) of the cash, assets or evidences of indebtedness so to be
      distributed or of such subscription rights or warrants distributable in
      respect of a share of Preferred Stock and


                                       16
<PAGE>

      the denominator of which shall be such current market price (as determined
      pursuant to Section 11(d)) per share of Preferred Stock. Such adjustments
      shall be made successively whenever such a record date is fixed, and in
      the event that such distribution is not so made, the Purchase Price shall
      be adjusted to be the Purchase Price that would have been in effect if
      such record date had not been fixed.

            (d) (i) For the purpose of any computation hereunder, the "current
      market price" per share of Company Common Stock or Common Stock on any
      date shall be deemed to be the average of the daily closing prices per
      share of such shares for the ten consecutive Trading Days immediately
      prior to such date; PROVIDED, HOWEVER, that if prior to the expiration of
      such requisite ten Trading Day period the issuer announces either (A) a
      dividend or distribution on such shares payable in such shares or
      securities convertible into such shares (other than the Rights) or (B) any
      subdivision, combination or reclassification of such shares, then,
      following the ex-dividend date for such dividend or the record date for
      such subdivision, combinations or reclassifications, as the case may be,
      the "current market price" shall be properly adjusted to take into account
      such event. The closing price for each day shall be, if the shares are
      listed and admitted to trading on a national securities exchange, as
      reported in the principal consolidated transaction reporting system with
      respect to securities listed on the principal national securities exchange
      on which such shares are listed or admitted to trading or, if such shares
      are not listed or admitted to trading on any national securities exchange,
      the last quoted price or, if not so quoted, the average of the high bid
      and low asked prices in the over-the-counter market, as reported by The
      Nasdaq Stock Market Consolidated Quotations Service or such other system
      then in use, or, if on any such date such shares are not quoted by any
      such organization, the average of the closing bid and asked prices as
      furnished by a professional market maker making a market in such shares
      selected by a majority of the Board of Directors of the Company. If, on
      any such date no market maker is making a market in such shares, the fair
      value of such shares on such date as determined in good faith by a
      majority of the Board of Directors of the Company shall be used. If such
      shares are not publicly held or not so listed or traded, "current market
      price" per share shall mean the fair value per share as determined in good
      faith by a majority of the Board of Directors of the Company, whose
      determination shall be described in a statement filed with the Rights
      Agent and shall be conclusive for all purposes. The term "TRADING DAY"
      shall mean, if such shares are listed or admitted to trading on any
      national securities exchange, a day on which the principal national
      securities exchange on which such shares are listed or admitted to trading
      is open for the transaction of business or, if such shares are not so
      listed or admitted, a Business Day.

            (ii) For the purpose of any computation hereunder, the "current
      market price" per share of Preferred Stock shall be determined in the same
      manner as set forth above for Company Common Stock in clause (i) of this
      Section 11(d) (other than the fourth sentence thereof). If the current
      market price per share of Preferred Stock cannot be determined in the
      manner provided above or if the Preferred Stock is not publicly held or
      listed or traded in a manner described in clause (i) of this Section
      11(d), the "current market price" per share of Preferred Stock shall be
      conclusively deemed to be an amount equal to 1,000 (as such amount may be
      appropriately adjusted for such events as share consolidations and
      subdivisions, bonus issues, share splits, share dividends and


                                       17
<PAGE>

      recapitalizations with respect to Company Common Stock occurring after the
      date of this Agreement) multiplied by the current market price per share
      of Company Common Stock. If neither Company Common Stock nor Preferred
      Stock is publicly held or so listed or traded, "current market price" per
      share of the Preferred Stock shall mean the fair value per share as
      determined in good faith by a majority of the Board of Directors of the
      Company, whose determination shall be described in a statement filed with
      the Rights Agent and shall be binding on the Rights Agent and the holders
      of the Rights. For all purposes of this Agreement, the "current market
      price" of a Unit of Preferred Stock shall be equal to the "current market
      price" of one share of Preferred Stock divided by 1,000.

            (e) Anything herein to the contrary notwithstanding, no adjustment
      in the Purchase Price shall be required unless such adjustment would
      require an increase or decrease of at least 1% in the Purchase Price;
      PROVIDED, HOWEVER, that any adjustments which by reason of this Section
      11(e) are not required to be made shall be carried forward and taken into
      account in any subsequent adjustment. All calculations under this Section
      11 shall be made to the nearest cent or to the nearest one-hundredth of a
      share of Company Common Stock or Common Stock or other share or
      hundred-thousandth of a share of Preferred Stock, as the case may be.
      Notwithstanding the first sentence of this Section 11(e), any adjustment
      required by this Section 11 shall be made no later than the earlier of (i)
      three years from the date of the transaction that mandates such adjustment
      and (ii) the Expiration Date.

            (f) If, as a result of an adjustment made pursuant to Section
      11(a)(ii) or 13(a), the holder of any Right thereafter exercised shall
      become entitled to receive any shares other than Preferred Stock,
      thereafter the number of such other shares so receivable upon exercise of
      any Right and the Purchase Price thereof shall be subject to adjustment
      from time to time in a manner and on terms as nearly equivalent as
      practicable to the provisions with respect to the Preferred Stock
      contained in Sections 11(a), (b), (c), (d), (e), (g), (h), (i), (j), (k),
      (l) and (m), and the provisions of Sections 7, 9, 10, 13 and 14 with
      respect to the Preferred Stock shall apply on like terms to any such other
      shares.

            (g) All Rights originally issued by the Company subsequent to any
      adjustment made to the Purchase Price hereunder shall evidence the right
      to purchase, at the adjusted Purchase Price, the number of Units of
      Preferred Stock (or other securities or amount of cash or combination
      thereof) that may be acquired from time to time hereunder upon exercise of
      the Rights, all subject to further adjustment as provided herein.

            (h) Unless the Company shall have exercised its election as provided
      in Section 11(i), upon each adjustment of the Purchase Price as a result
      of the calculations made in Sections 11(b) and (c), each Right outstanding
      immediately prior to the making of such adjustment shall thereafter
      evidence the right to purchase, at the adjusted Purchase Price, that
      number of Units of Preferred Stock (calculated to the nearest one
      hundred-thousandth of a Unit) obtained by (i) multiplying (x) the number
      of Units of Preferred Stock covered by a Right immediately prior to this
      adjustment by (y) the Purchase Price in effect immediately prior to such
      adjustment of the Purchase Price and (ii) dividing the product so obtained
      by the Purchase Price in effect immediately after such adjustment of the
      Purchase Price.


                                       18
<PAGE>

            (i) The Company may elect on or after the date of any adjustment of
      the Purchase Price to adjust the number of Rights, in lieu of any
      adjustment in the number of Units of Preferred Stock that may be acquired
      upon the exercise of a Right. Each of the Rights outstanding after the
      adjustment in the number of Rights shall be exercisable for the number of
      Units of Preferred Stock for which a Right was exercisable immediately
      prior to such adjustment. Each Right held of record prior to such
      adjustment of the number of Rights shall become that number of Rights
      (calculated to the nearest hundred-thousandth) obtained by dividing the
      Purchase Price in effect immediately prior to adjustment of the Purchase
      Price by the Purchase Price in effect immediately after adjustment of the
      Purchase Price. The Company shall make a public announcement of its
      election to adjust the number of Rights, indicating the record date for
      the adjustment, and, if known at the time, the amount of the adjustment to
      be made. This record date may be the date on which the Purchase Price is
      adjusted or any day thereafter, but, if the Rights Certificates have been
      issued, shall be at least ten days later than the date of such public
      announcement. If Rights Certificates have been issued, upon each
      adjustment of the number of Rights pursuant to this Section 11(i), the
      Company shall, as promptly as practicable, cause to be distributed to
      holders of record of Rights Certificates on such record date Rights
      Certificates evidencing, subject to Section 14, the additional Rights to
      which such holders shall be entitled as a result of such adjustment, or,
      at the option of the Company, shall cause to be distributed to such
      holders of record in substitution and replacement for the Rights
      Certificates held by such holders prior to the date of adjustment, and
      upon surrender thereof, if required by the Company, new Rights
      Certificates evidencing all the Rights to which such holders shall be
      entitled after such adjustment. Rights Certificates to be so distributed
      shall be issued, executed and countersigned in the manner provided for
      herein (and may bear, at the option of the Company, the adjusted Purchase
      Price) and shall be registered in the names of the holders of record of
      Rights Certificates on the record date specified in the public
      announcement.

            (j) Irrespective of any adjustment or change in the Purchase Price
      or the number of Units of Preferred Stock issuable upon the exercise of
      the Rights, the Rights Certificates theretofore and thereafter issued may
      continue to express the Purchase Price per Unit and the number of Units of
      Preferred Stock that were expressed in the Initial Rights Certificates
      issued hereunder without prejudice to any such adjustment or change.

            (k) Before taking any action that would cause an adjustment reducing
      the Purchase Price below the then-par value of the number of Units of
      Preferred Stock issuable upon exercise of the Rights, the Company shall
      take any corporate action that may, in the opinion of its counsel, be
      necessary in order that the Company may validly and legally issue such
      fully paid and non-assessable number of Units of Preferred Stock at such
      adjusted Purchase Price.

            (l) In any case in which this Section 11 shall require that an
      adjustment in the Purchase Price be made effective as of a record date for
      a specified event, the Company may elect to defer until the occurrence of
      such event the issuance to the holder of any Right exercised after such
      record date of that number of Units of Preferred Stock and other shares or
      securities of the


                                       19
<PAGE>

      Company, if any, issuable upon such exercise over and above the number of
      Units of Preferred Stock and other shares or securities of the Company, if
      any, issuable upon such exercise on the basis of the Purchase Price in
      effect prior to such adjustment; PROVIDED, HOWEVER, that the Company shall
      deliver to such holder a due bill or other appropriate instrument
      evidencing such holder's right to receive such additional shares
      (fractional or otherwise) or securities upon the occurrence of the event
      requiring such adjustment.

            (m) Anything in this Section 11 to the contrary notwithstanding, the
      Company shall be entitled to make such reductions in the Purchase Price,
      in addition to those adjustments expressly required by this Section 11, as
      and to the extent that in their good faith judgment a majority of the
      Board of Directors of the Company shall determine to be advisable in order
      that any (i) consolidation or subdivision of the Preferred Stock, (ii)
      issuance wholly for cash of any shares of Preferred Stock at less than the
      current market price, (iii) issuance wholly for cash of shares of
      Preferred Stock or securities that by their terms are convertible into or
      exchangeable for shares of Preferred Stock, (iv) stock dividends or bonus
      issues or (v) issuance of rights, options or warrants referred to in this
      Section 11, hereafter made by the Company to holders of its Preferred
      Stock, shall not be taxable to such holders or shall reduce the taxes
      payable by such holders.

            (n) The Company shall not, at any time after the Distribution Date,
      (i) consolidate with any other Person (other than a Subsidiary of the
      Company in a transaction that complies with Section 11(o)), (ii) merge or
      amalgamate with or into any other Person (other than a Subsidiary of the
      Company in a transaction that complies with Section 11(o)), or (iii) sell
      or transfer (or permit any Subsidiary to sell or transfer), in one
      transaction, or a series of transactions, assets or earning power
      aggregating more than 50% of the assets or earning power of the Company
      and its Subsidiaries (taken as a whole) to any other Person or Persons
      (other than the Company and/or any of its Subsidiaries in one or more
      transactions each of which complies with Section 11(o)), if (x) at the
      time of or immediately after such consolidation, merger, amalgamation or
      sale there are any rights, warrants or other instruments or securities
      outstanding or agreements in effect that would substantially diminish or
      otherwise eliminate the benefits intended to be afforded by the Rights or
      (y) prior to, simultaneously with or immediately after such consolidation,
      merger, amalgamation or sale, the Person that constitutes, or would
      constitute, the "Principal Party" for purposes of Section 13(a) shall have
      distributed or otherwise transferred to its shareholders or other Persons
      holding an equity interest in such Person Rights previously owned by such
      Person or any of its Affiliates and Associates; PROVIDED, HOWEVER, that
      this Section 11(n) shall not affect the ability of any Subsidiary of the
      Company to consolidate with, merge or amalgamate with or into, or sell or
      transfer assets or earning power to, any other Subsidiary of the Company.

            (o) After the Distribution Date, the Company shall not, except as
      permitted by Section 23 or Section 26, take (or permit any Subsidiary to
      take) any action if at the time such action is taken it is reasonably
      foreseeable that such action will diminish substantially or otherwise
      eliminate the benefits intended to be afforded by the Rights.

            (p) Anything in this Agreement to the contrary notwithstanding, in
      the event that the Company shall at any time after the Rights Dividend
      Declaration Date and prior to the Distribution Date (i) declare a dividend
      on the outstanding shares of Company


                                       20
<PAGE>

      Common Stock payable in shares of Company Common Stock, (ii) subdivide the
      outstanding shares of Company Common Stock, (iii) combine or consolidate
      the outstanding shares of Company Common Stock into a smaller number of
      shares, or (iv) issue any shares in a reclassification of Company Common
      Stock (including any such reclassification in connection with a
      consolidation or merger in which the Company is the continuing or
      surviving corporation), the number of Rights associated with each share of
      Company Common Stock then outstanding, or issued or delivered thereafter
      but prior to the Distribution Date, shall be proportionately adjusted so
      that the number of Rights thereafter associated with each share of Company
      Common Stock following any such event shall equal the result obtained by
      multiplying the number of Rights associated with each share of Company
      Common Stock immediately prior to such event by a fraction the numerator
      of which shall be the total number of shares of Company Common Stock
      outstanding immediately prior to the occurrence of the event and the
      denominator of which shall be the total number of shares of Company Common
      Stock outstanding immediately following the occurrence of such event.

            SECTION 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES. Whenever an adjustment is made as provided in Section 11 or Section 13,
the Company shall (a) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Rights Agent, and with each transfer agent for the
Preferred Stock and the Company Common Stock, a copy of such certificate, and
(c) mail a brief summary thereof to each holder of a Rights Certificate (or, if
prior to the Distribution Date, to each holder of a certificate evidencing
shares of Company Common Stock) in accordance with Section 25. The Rights Agent
shall be fully protected in relying on any such certificate and on any
adjustment therein contained and shall not be deemed to have knowledge of any
such adjustment unless and until it shall have received such certificate.

            SECTION 13. CONSOLIDATION, MERGER, AMALGAMATION OR SALE OR TRANSFER
OF ASSETS OR EARNING POWER. (a) In the event that, following the Stock
Acquisition Date, directly or indirectly, either (x) the Company shall
consolidate with, or merge or amalgamate with and into, any other Person (other
than a Subsidiary of the Company in a transaction that complies with Section
11(o)), and the Company shall not be the continuing or surviving corporation of
such consolidation, amalgamation or merger, (y) any Person (other than a
Subsidiary of the Company in a transaction that complies with Section 11(o))
shall consolidate with, or merge or amalgamate with or into, the Company, and
the Company shall be the continuing or surviving corporation of such
consolidation, amalgamation or merger and, in connection with such
consolidation, amalgamation or merger, all or part of the outstanding shares of
Company Common Stock shall be converted into or exchanged for stock or other
securities of any other Person or cash or any other property, or (z) the Company
shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer) to any Person or Persons (other than the Company or any
of its Subsidiaries in one or more transactions each of which complies with
Section 11(o)), in one or more transactions, assets or earning power aggregating
more than 50% of the assets or earning power of the Company and its
Subsidiaries, taken as a whole (any such event described in clause (x), (y) or
(z) being a "SECTION 13 EVENT"), then, and in each such case, proper provision
shall be made so that: (i) each holder of a Right, except as provided in Section
7(e), shall thereafter have the right to receive, upon the exercise thereof at
the then current Purchase Price, such number of validly authorized and issued,
fully paid and non-assessable shares of Common


                                       21
<PAGE>

Stock of the Principal Party, which shares shall not be subject to any liens,
encumbrances, rights of first refusal, transfer restrictions or other adverse
claims, as shall be equal to the result obtained by (1) multiplying the then
current Purchase Price by the number of Units of Preferred Stock for which a
Right is exercisable immediately prior to the first occurrence of a Section 13
Event (or, if a Section 11(a)(ii) Event has occurred prior to the first
occurrence of a Section 13 Event, multiplying the number of such Units for which
a Right would be exercisable hereunder but for the occurrence of such Section
11(a)(ii) Event by the Purchase Price that would be in effect hereunder but for
such first occurrence) and (2) dividing that product (which, following the first
occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes
of this Agreement) by 50% of the current market price (determined pursuant to
Section 11(d)) per share of the Common Stock of such Principal Party on the date
of consummation of such Section 13 Event; (ii) such Principal Party shall
thereafter be liable for, and shall assume, by virtue of such Section 13 Event,
all the obligations and duties of the Company pursuant to this Agreement; (iii)
the term "Company" shall, for all purposes of this Agreement, thereafter be
deemed to refer to such Principal Party, it being specifically intended that the
provisions of Section 11 shall apply only to such Principal Party following the
first occurrence of a Section 13 Event; (iv) such Principal Party shall take
such steps (including, but not limited to, the reservation of a sufficient
number of shares of its Common Stock) in connection with the consummation of any
such transaction as may be necessary to ensure that the provisions of this
Agreement shall thereafter be applicable to its shares of Common Stock
thereafter deliverable upon the exercise of the Rights; and (v) the provisions
of Section 11(a)(ii) shall be of no further effect following the first
occurrence of any Section 13 Event.

            (b) "PRINCIPAL PARTY" shall mean:

            (i) in the case of any transaction described in clause (x) or (y) of
      the first sentence of Section 13(a), (A) the Person that is the issuer of
      any securities into which shares of Company Common Stock are converted in
      such merger, amalgamation or consolidation, or, if there is more than one
      such issuer, the issuer of Common Stock that has the highest aggregate
      current market price (determined pursuant to Section 11(d)) and (B) if no
      securities are so issued, the Person that is the other party to such
      merger, amalgamation or consolidation, or, if there is more than one such
      Person, the Person the Common Stock of which has the highest aggregate
      current market price (determined pursuant to Section 11(d)); and

            (ii) in the case of any transaction described in clause (z) of the
      first sentence of Section 13(a), the Person that is the party receiving
      the largest portion of the assets or earning power transferred pursuant to
      such transaction or transactions, or, if each Person that is a party to
      such transaction or transactions receives the same portion of the assets
      or earning power transferred pursuant to such transaction or transactions
      or if the Person receiving the largest portion of the assets or earning
      power cannot be determined, whichever Person the Common Stock of which has
      the highest aggregate current market price (determined pursuant to Section
      11(d)); PROVIDED, HOWEVER, that in any such case, (1) if the Common Stock
      of such Person is not at such time and has not been continuously over the
      preceding twelve-month period registered under Section 12 of the Exchange
      Act ("REGISTERED COMMON STOCK"), or such Person is not a corporation, and
      such Person is a direct or indirect Subsidiary of another Person that has
      Registered


                                       22
<PAGE>

      Common Stock outstanding, "Principal Party" shall refer to such other
      Person; (2) if the Common Stock of such Person is not Registered Common
      Stock or such Person is not a corporation, and such Person is a direct or
      indirect Subsidiary of another Person but is not a direct or indirect
      Subsidiary of another Person that has Registered Common Stock outstanding,
      "Principal Party" shall refer to the ultimate parent entity of such
      first-mentioned Person; (3) if the Common Stock of such Person is not
      Registered Common Stock or such Person is not a corporation, and such
      Person is directly or indirectly controlled by more than one Person, and
      one or more of such other Persons has Registered Common Stock outstanding,
      "Principal Party" shall refer to whichever of such other Persons is the
      issuer of the Registered Common Stock having the highest aggregate current
      market price (determined pursuant to Section 11(d)); and (4) if the Common
      Stock of such Person is not Registered Common Stock or such Person is not
      a corporation, and such Person is directly or indirectly controlled by
      more than one Person, and none of such other Persons have Registered
      Common Stock outstanding, "Principal Party" shall refer to whichever
      ultimate parent entity is the corporation having the greatest
      shareholders' equity or, if no such ultimate parent entity is a
      corporation, shall refer to whichever ultimate parent entity is the entity
      having the greatest net assets.

            (c) The Company shall not consummate any such consolidation,
amalgamation, merger, sale or transfer unless the Principal Party shall have a
sufficient number of authorized shares of its Common Stock that have not been
issued or reserved for issuance to permit the exercise in full of the Rights in
accordance with this Section 13, and unless prior thereto the Company and such
Principal Party shall have executed and delivered to the Rights Agent a
supplemental agreement providing for the terms set forth in paragraphs (a) and
(b) of this Section 13 and further providing that the Principal Party will:

            (i) (A) file on an appropriate form, as soon as practicable
      following the execution of such agreement, a registration statement under
      the Securities Act, and, if appropriate, the Bermuda Act with respect to
      the Common Stock that may be acquired upon exercise of the Rights, (B)
      cause such registration statement to remain effective (and to include a
      prospectus complying with the requirements of the Securities Act) until
      the Expiration Date, and (C) as soon as practicable following the
      execution of such agreement take such action as may be required to ensure
      that any acquisition of such Common Stock upon the exercise of the Rights
      complies with any applicable state securities or "blue sky" laws; and

            (ii) deliver to holders of the Rights historical financial
      statements for the Principal Party and each of its Affiliates that comply
      in all respects with the requirements for registration on Form 10 under
      the Exchange Act.

            (d) In case the Principal Party that is to be a party to a
transaction referred to in this Section 13 has a provision in any of its
authorized securities or in its Certificate of Incorporation or By-laws or other
instrument governing its corporate affairs, which provision would have the
effect of (i) causing such Principal Party to issue, in connection with, or as a
consequence of, the consummation of a transaction referred to in this Section
13, shares of Common Stock of such Principal Party at less than the then current
market price per share (determined pursuant to Section 11(d)) or securities
exercisable for, or convertible into, Common


                                       23
<PAGE>

Stock of such Principal Party at less than such then current market price (other
than to holders of Rights pursuant to this Section 13) or (ii) providing for any
special payment, tax or similar provisions in connection with the issuance of
the Common Stock of such Principal Party pursuant to the provisions of this
Section 13, then, in such event, the Company shall not consummate any such
transaction unless prior thereto the Company and such Principal Party shall have
executed and delivered to the Rights Agent a supplemental agreement providing
that the provision in question of such Principal Party shall have been
cancelled, waived or amended, or that the authorized securities shall be
redeemed, so that the applicable provision will have no effect in connection
with, or as a consequence of, the consummation of the proposed transaction.

            (e) The provisions of this Section 13 shall similarly apply to
successive mergers or consolidations or sales or other transfers. In the event
that a Section 13 Event shall occur at any time after the occurrence of a
Section 11(a)(ii) Event, the Rights that have not theretofore been exercised
shall thereafter become exercisable in the manner described in Section 13(a).

            SECTION 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES. (a) The Company
shall not be required to issue fractions of Rights or to distribute Rights
Certificates that evidence fractional Rights. In lieu of such fractional Rights,
there shall be paid to the Persons to which such fractional Rights would
otherwise be issuable, an amount in cash equal to such fraction of the market
value of a whole Right. For purposes of this Section 14(a), the market value of
a whole Right shall be the closing price of the Rights for the Trading Day
immediately prior to the date on which such fractional Rights would have been
otherwise issuable. The closing price of the Rights for any day shall be, if the
Rights are listed or admitted to trading on a national securities exchange, as
reported in the principal consolidated transaction reporting system with respect
to securities listed on the principal national securities exchange on which the
Rights are listed or admitted to trading or, if the Rights are not listed or
admitted to trading on any national securities exchange, the last quoted price
or, if not so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by The Nasdaq Stock Market Consolidated
Quotations Service or such other system then in use or, if on any such date the
Rights are not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a market in
the Rights selected by a majority of the Board of Directors of the Company. If
on any such date no such market maker is making a market in the Rights, the fair
value of the Rights on such date as determined in good faith by a majority of
the Board of Directors of the Company shall be used and such determination shall
be described in a statement filed with the Rights Agent and shall be conclusive
for all purposes.

            (b) The Company shall not be required to issue fractions of shares
of Preferred Stock (other than fractions that are integral multiples of one
one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to
distribute certificates that evidence such fractional shares of Preferred Stock
(other than fractions that are integral multiples of one one-thousandth of a
share of Preferred Stock). In lieu of such fractional shares of Preferred Stock
that are not integral multiples of one one-thousandth of a share, the Company
may pay to the registered holders of Rights Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the same fraction of
the then current market price of a share of Preferred Stock on the day of
exercise, determined in accordance with Section 11(d).


                                       24
<PAGE>

            (c) The holder of a Right by the acceptance of such Right expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise of a Right, except as permitted by this Section 14.

            SECTION 15. RIGHTS OF ACTION. All rights of action in respect of
this Agreement, other than rights of action vested in the Rights Agent pursuant
to Section 18, are vested in the respective registered holders of the Rights
Certificates (and, prior to the Distribution Date, the registered holders of
certificates evidencing shares of Company Common Stock), and the Company hereby
unilaterally and irrevocably covenants in favor of such holders to perform all
obligations of the Company under this Agreement; and any registered holder of a
Rights Certificate (or, prior to the Distribution Date, of a certificate
evidencing shares of Company Common Stock), without the consent of the Rights
Agent or of the holder of any other Rights Certificate (or, prior to the
Distribution Date, of a certificate evidencing shares of Company Common Stock),
may, on such registered holder's own behalf and for such registered holder's own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company or any other Person to enforce, or otherwise act in respect
of, such registered holder's right to exercise the Rights evidenced by such
Rights Certificate in the manner provided in such Rights Certificate and in this
Agreement. Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the holders of Rights
would not have an adequate remedy at law for any breach of this Agreement and
shall be entitled to specific performance of the obligations hereunder and
injunctive relief against actual or threatened violations of the obligations
hereunder of any Person subject to this Agreement.

            SECTION 16. AGREEMENT OF RIGHTS HOLDERS. Every holder of a Right by
accepting the same consents and agrees with the Company and the Rights Agent and
with every other holder of a Right that:

            (a) prior to the Distribution Date, the Rights will be transferable
      only in connection with the transfer of Company Common Stock;

            (b) after the Distribution Date, the Rights Certificates are
      transferable only on the registry books of the Rights Agent if surrendered
      at the office of the Rights Agent designated for such purposes, duly
      endorsed or accompanied by a proper instrument of transfer and with the
      appropriate forms and certificates duly executed;

            (c) subject to Section 6(a) and Section 7(f), the Company and the
      Rights Agent may deem and treat the Person in whose name a Rights
      Certificate (or, prior to the Distribution Date, the associated Company
      Common Stock certificate) is registered as the absolute owner thereof and
      of the Rights evidenced thereby (notwithstanding any notations of
      ownership or writing on the Rights Certificates or the associated Company
      Common Stock certificate made by anyone other than the Company or the
      Rights Agent) for all purposes whatsoever, and neither the Company nor the
      Rights Agent, subject to the last sentence of Section 7(e), shall be
      affected by any notice to the contrary; and

            (d) notwithstanding anything in this Agreement to the contrary,
      neither the Company nor the Rights Agent shall have any liability to any
      holder of a Right or any


                                       25
<PAGE>

      other Person as a result of its inability to perform any of its
      obligations under this Agreement by reason of any preliminary or permanent
      injunction or other order, decree, judgment or ruling issued by a court of
      competent jurisdiction or by a governmental, regulatory or administrative
      agency or commission, or any statute, rule, regulation or executive order
      promulgated or enacted by any governmental authority, prohibiting or
      otherwise restraining performance of such obligation; PROVIDED, HOWEVER,
      that the Company must use its best efforts to have any such order, decree,
      judgment or ruling lifted or otherwise overturned as promptly as
      practicable.

            SECTION 17. RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER. No
holder, as such, of any Rights Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the number of shares of
Preferred Stock or any other securities of the Company that may at any time be
issuable on the exercise of the Rights evidenced thereby, nor shall anything
contained herein or in any Rights Certificate be construed to confer upon the
holder of any Rights Certificate, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or, except as provided in Section 24, to
receive notice of meetings or other actions affecting shareholders, or to
receive dividends or subscription rights, or otherwise.

            SECTION 18. CONCERNING THE RIGHTS AGENT. (a) The Company agrees to
pay to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses, including reasonable fees and disbursements of its counsel, incurred
in connection with the execution and administration of this Agreement and the
exercise and performance of its duties hereunder. The Company shall indemnify
the Rights Agent for, and hold it harmless against, any loss, liability, or
expense, incurred without negligence, bad faith or willful misconduct on the
part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement, including
the costs and expenses of defending against any claim of liability hereunder.

            (b) The Rights Agent shall be protected and shall incur no liability
for or in respect of any action taken, suffered or omitted by it in connection
with its administration of this Agreement in reliance upon any Rights
Certificate or certificate or depositary receipt for Preferred Stock or for
other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement or other paper or document believed by it to be genuine
and to have been signed, executed and, where necessary, verified or acknowledged
by the proper Person or Persons.

            SECTION 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT. (a) Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
corporate trust or shareholder services business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this
Agreement without the execution or filing of any document or any further act on
the part of any of the parties hereto; provided that such corporation would be
eligible for appointment as a


                                       26
<PAGE>

successor Rights Agent under the provisions of Section 21. In case at the time
such successor Rights Agent shall succeed to the agency created by this
Agreement, any of the Rights Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature of a
predecessor Rights Agent and deliver such Rights Certificates so countersigned;
and in case at that time any of the Rights Certificates shall not have been
countersigned, any successor Rights Agent may countersign such Rights
Certificates either in the name of the predecessor or in the name of the
successor Rights Agent; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.

            (b) In case at any time the name of the Rights Agent shall be
changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature
under its prior name and deliver Rights Certificates so countersigned; and in
case at that time any of the Rights Certificates shall not have been
countersigned, the Rights Agent may countersign such Rights Certificates either
in its prior name or in its changed name; and in all such cases such Rights
Certificates shall have the full force provided in the Rights Certificates and
in this Agreement.

            SECTION 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Rights Certificates,
by their acceptance thereof, shall be bound:

            (a) The Rights Agent may consult with legal counsel (who may be
      legal counsel for the Company), and the opinion of such counsel shall be
      full and complete authorization and protection to the Rights Agent as to
      any action taken or omitted by it in good faith and in accordance with
      such opinion.

            (b) Whenever in the performance of its duties under this Agreement
      the Rights Agent shall deem it necessary or desirable that any fact or
      matter (including, without limitation, the identity of any Acquiring
      Person and the determination of "current market price") be proved or
      established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof
      be specified herein) may be deemed to be conclusively proved and
      established by a certificate signed by the Chairman of the Board, the
      President, any Vice President, the Treasurer, any Assistant Treasurer, the
      Secretary or any Assistant Secretary of the Company and delivered to the
      Rights Agent; and such certificate shall be full authorization to the
      Rights Agent for any action taken or suffered in good faith by it under
      the provisions of this Agreement in reliance upon such certificate.

            (c) The Rights Agent shall be liable hereunder only for its own
      negligence, bad faith or willful misconduct.

            (d) The Rights Agent shall not be liable for or by reason of any of
      the statements of fact or recitals contained in this Agreement or in the
      Rights Certificates or be required to verify the same (except as to its
      countersignature on such Rights


                                       27
<PAGE>

      Certificates), but all such statements and recitals are and shall be
      deemed to have been made by the Company only.

            (e) The Rights Agent shall not have any responsibility for the
      validity of this Agreement or the execution and delivery hereof (except
      the due execution and delivery hereof by the Rights Agent) or for the
      validity or execution of any Rights Certificate (except its
      countersignature thereof); nor shall it be responsible for any breach by
      the Company of any covenant or failure by the Company to satisfy
      conditions contained in this Agreement or in any Rights Certificate; nor
      shall it be responsible for any adjustment required under the provisions
      of Section 11 or Section 13 or for the manner, method or amount of any
      such adjustment or the ascertaining of the existence of facts that would
      require any such adjustment (except with respect to the exercise of Rights
      evidenced by Rights Certificates after receipt by the Rights Agent of the
      certificate describing any such adjustment contemplated by Section 12);
      nor shall it by any act hereunder be deemed to make any representation or
      warranty as to the authorization or reservation of any shares of Preferred
      Stock or any other securities to be issued pursuant to this Agreement or
      any Rights Certificate or as to whether any shares of Preferred Stock or
      any other securities will, when so issued, be validly authorized and
      issued, fully paid and non-assessable.

            (f) The Company shall perform, execute, acknowledge and deliver or
      cause to be performed, executed, acknowledged and delivered all such
      further acts, instruments and assurances as may reasonably be required by
      the Rights Agent for the performance by the Rights Agent of its duties
      under this Agreement.

            (g) The Rights Agent is hereby authorized and directed to accept
      instructions with respect to the performance of its duties hereunder from
      the Chairman of the Board, the President, any Vice President, the
      Secretary, any Assistant Secretary, the Treasurer or any Assistant
      Treasurer of the Company, and to apply to such officers for advice or
      instructions in connection with its duties, and it shall not be liable for
      any action taken or suffered to be taken by it in good faith in accordance
      with instructions of any such officer. Any application by the Rights Agent
      for written instructions from the Company may, at the option of the Rights
      Agent, set forth in writing any action proposed to be taken or omitted by
      the Rights Agent under this Rights Agreement and the date on and/or after
      which such action shall be taken or such omission shall be effective. The
      Rights Agent shall not be liable for any action taken by, or omission of,
      the Rights Agent in accordance with a proposal included in any such
      application on or after the date specified in such application (which date
      shall not be less than five Business Days after the date any such officer
      of the Company actually receives such application, unless any such officer
      shall have consented in writing to an earlier date) unless, prior to
      taking any such action (or the effective date in the case of an omission),
      the Rights Agent shall have received written instructions in response to
      such application specifying the action to be taken or omitted.

            (h) The Rights Agent and any stockholder, director, officer or
      employee of the Rights Agent may buy, sell or deal in any of the Rights or
      other securities of the Company or become pecuniarily interested in any
      transaction in which the Company may be interested, or contract with or
      lend money to the Company or otherwise act as fully


                                       28
<PAGE>

      and freely as though it were not Rights Agent under this Agreement.
      Nothing herein shall preclude the Rights Agent from acting in any other
      capacity for the Company or for any other Person.

            (i) The Rights Agent may execute and exercise any of the rights or
      powers hereby vested in it or perform any duty hereunder either itself or
      by or through its attorneys or agents.

            (j) No provision of this Agreement shall require the Rights Agent to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties or in the exercise of its rights
      hereunder if the Rights Agent shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnification against such risk
      or liability is not reasonably assured to it.

            (k) If, with respect to any Rights Certificate surrendered to the
      Rights Agent for exercise or transfer, the certificate attached to the
      form of assignment or form of election to purchase, as the case may be,
      has either not been completed, not signed or indicates an affirmative
      response to clause 1 and/or 2 thereof, the Rights Agent shall not take any
      further action with respect to such requested exercise or transfer without
      first consulting with the Company. If such certificate has been completed
      and signed and shows a negative response to clauses 1 and 2 of such
      certificate, unless previously instructed otherwise in writing by the
      Company (which instructions may impose on the Rights Agent additional
      ministerial responsibilities, but no discretionary responsibilities), the
      Rights Agent may assume without further inquiry that the Rights
      Certificate is not owned by a person described in Section 4(b) or Section
      7(e) and shall not be charged with any knowledge to the contrary.

            SECTION 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon thirty days' prior notice in writing mailed to the Company, and
to each transfer agent of the Preferred Stock and the Company Common Stock, by
registered or certified mail, and to the holders of the Rights Certificates (or
certificates for the Company Common Stock prior to the Distribution Date) by
first-class mail. The Company may remove the Rights Agent or any successor
Rights Agent upon thirty days' prior notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer agent
of the Preferred Stock and the Company Common Stock, by registered or certified
mail, and to the holders of the Rights Certificates (or certificates for the
Company Common Stock prior to the Distribution Date) by first-class mail. If the
Rights Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights Agent. If the
Company shall fail to make such appointment within a period of thirty days after
giving notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by
the holder of a Rights Certificate or, prior to the Distribution Date, the
holder of a certificate for the Company Common Stock (who shall, with such
notice, submit such holder's Rights Certificate or certificate for Company
Common Stock, as the case may be, for inspection by the Company), then any
registered holder of any Rights Certificate or, prior to the Distribution Date,
the holder of a certificate for the Company Common Stock may apply to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any
successor


                                       29
<PAGE>

Rights Agent, whether appointed by the Company or by such a court, shall be (a)
a corporation organized and doing business under the laws of the United States
or any state of the United States in good standing, shall be authorized to do
business as a banking institution in the State of New York, shall be authorized
under such laws to exercise corporate trust or stock transfer powers, shall be
subject to supervision or examination by federal or state authorities and shall
have at the time of its appointment as Rights Agent a combined capital and
surplus of at least US$100,000,000 or (b) an Affiliate of a corporation
described in clause (a). After appointment, the successor Rights Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Preferred Stock and the Company Common Stock, and mail a notice thereof in
writing to the registered holders of the Rights Certificates (or certificates
for the Company Common Stock prior to the Distribution Date). Failure to give
any notice provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent.

            SECTION 22. ISSUANCE OF NEW RIGHTS CERTIFICATES. Notwithstanding any
of the provisions of this Agreement or the Rights to the contrary, the Company
may, at its option, issue new Rights Certificates evidencing Rights in such form
as may be approved by a majority of the Board of Directors of the Company to
reflect any adjustment or change made in accordance with the provisions of this
Agreement in the Purchase Price or the number or kind or class of shares or
other securities or property that may be acquired upon exercise of the Rights.
In addition, in connection with the issuance or sale of shares of Company Common
Stock following the Distribution Date and prior to the Expiration Date, the
Company (a) shall, with respect to shares of Company Common Stock so issued or
sold pursuant to the exercise of stock options or under any employee plan or
arrangement, or upon the exercise, conversion or exchange of securities
hereinafter issued by the Company, and (b) may, in any other case, if deemed
necessary or appropriate by a majority of the Board of Directors of the Company,
issue Rights Certificates evidencing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) no such
Rights Certificate shall be issued if, and to the extent that, the Company shall
be advised by counsel that such issuance would create a significant risk of
material adverse tax consequences to the Company or the Person to whom such
Rights Certificate would be issued and (ii) no such Rights Certificate shall be
issued if, and to the extent that, appropriate adjustment shall otherwise have
been made in lieu of the issuance thereof.

            SECTION 23. REDEMPTION AND TERMINATION. (a) Subject to Section 28,
the Company may, at its option, by action of a majority of the Board of
Directors of the Company, at any time prior to the earlier of (i) the Close of
Business on the tenth Day following the Stock Acquisition Date or (ii) the Final
Expiration Date, redeem all but not less than all of the then outstanding Rights
at a redemption price of US$0.0001 per Right, as such amount may be
appropriately adjusted to reflect any stock split, share consolidation or
subdivision, bonus issue, stock dividend or similar transaction occurring after
the date hereof (such redemption price being the "REDEMPTION PRICE"), and the
Company may, at its option, by action of a majority of the Board of Directors of
the Company, pay the Redemption Price either in shares of Company


                                       30
<PAGE>

Common Stock (based on the current market price, determined in accordance with
Section 11(d), of the shares of Company Common Stock at the time of redemption)
or cash. Subject to the foregoing, the redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors of the Company in its sole discretion may establish.

            (b) Immediately upon the action of a majority of the Board of
Directors of the Company ordering the redemption of the Rights, evidence of
which shall be filed with the Rights Agent, and without any further action and
without any notice, the right to exercise the Rights will terminate and the only
right thereafter of the holders of Rights shall be to receive the Redemption
Price for each Right so held. Promptly after the action of a majority of the
Board of Directors of the Company ordering the redemption of the Rights, the
Company shall give notice of such redemption to the Rights Agent and the holders
of the then outstanding Rights by mailing such notice to all such holders at
each holder's last address as it appears upon the registry books of the Rights
Agent or, prior to the Distribution Date, on the register of members of the
transfer agent for Company Common Stock. Any notice that is mailed in the manner
herein provided shall be deemed given, whether or not the holder receives the
notice. Each such notice of redemption will state the method by which the
payment of the Redemption Price will be made.

            SECTION 24. NOTICE OF CERTAIN EVENTS. (a) In case the Company shall
propose, at any time after the Distribution Date, (i) to pay any dividend or
bonus issue payable in shares of any class to the holders of Preferred Stock or
to make any other distribution to the holders of Preferred Stock (other than a
regular quarterly cash dividend out of earnings or retained earnings of the
Company), (ii) to offer to the holders of Preferred Stock rights or warrants to
subscribe for or to purchase any additional shares of Preferred Stock or shares
of any class or any other securities, rights or options, (iii) to effect any
reclassification of the Preferred Stock (other than a reclassification involving
only the subdivision of outstanding shares of Preferred Stock), (iv) to effect
any consolidation or merger or amalgamation into or with any other Person (other
than a Subsidiary of the Company in a transaction that complies with Section
11(o)), or to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more transactions,
of more than 50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons (other than the
Company and/or any of its Subsidiaries in one or more transactions each of which
complies with Section 11(o)) or (v) to effect the liquidation, dissolution or
winding up of the Company, then, in each such case, the Company shall give to
each holder of a Rights Certificate (or, prior to the Distribution Date, to each
holder of certificates for Company Common Stock), to the extent feasible and in
accordance with Section 25, a notice of such proposed action, which shall
specify the record date for the purposes of such stock dividend, distribution of
rights or warrants, or the date on which such reclassification, consolidation,
merger, amalgamation, sale, transfer, liquidation, dissolution or winding up is
to take place and the date of participation therein by the holders of the shares
of Preferred Stock, if any such date is to be fixed, and such notice shall be so
given in the case of any action covered by clause (i) or (ii) above at least 20
days prior to the record date for determining holders of the shares of Preferred
Stock for purposes of such action, and in the case of any such other action, at
least 20 days prior to the date of the taking of such proposed action or the
date of participation therein by the holders of the shares of Preferred Stock,
whichever shall be the earlier; PROVIDED, HOWEVER, that no such notice shall be
required pursuant to this Section 24 if any Subsidiary of the Company effects a
consolidation or merger or


                                       31
<PAGE>

amalgamation with or into, or effects a sale or other transfer of assets or
earning power to, any other Subsidiary of the Company.

            (b) In case any of the events set forth in Section 11(a)(ii) shall
occur, then, in any such case, the Company shall as soon as practicable
thereafter give to each holder of a Rights Certificate, to the extent feasible
and in accordance with Section 25, a notice of the occurrence of such event,
which shall specify the event and the consequences of the event to holders of
Rights under Section 11(a)(ii).

            SECTION 25. NOTICES. All notices and other communications provided
for hereunder shall, unless otherwise stated herein, be in writing and mailed or
sent or delivered (including by facsimile transmission), if to the Company, at
its address at:

            Bunge Limited
            50 Main Street
            Suite 635
            White Plains, NY 10606
            Attention: Chief Financial Officer


and if to the Rights Agent, at its address at:

            Mellon Investor Services LLC
            ______________________________
            ______________________________
            Attention:____________________


Notices or demands authorized or required by this Agreement to be given or made
by the Company or the Rights Agent to the holder of any Rights Certificate (or,
if prior to the Distribution Date, to the holder of certificates evidencing
shares of Company Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent for the Company
Common Stock.

            SECTION 26. SUPPLEMENTS AND AMENDMENTS. Prior to the Distribution
Date and subject to the penultimate sentence of this Section 26, the Company and
the Rights Agent shall, if the Company so directs, supplement or amend any
provision of this Agreement without the approval of any holders of certificates
evidencing shares of Company Common Stock. From and after the Distribution Date
and subject to the penultimate sentence of this Section 26, the Company and the
Rights Agent shall, if the Company so directs, supplement or amend this
Agreement without the approval of any holders of Rights Certificates in order
(a) to cure any ambiguity, (b) to correct or supplement any provision contained
herein that may be defective or inconsistent with any other provisions herein,
(c) to shorten or lengthen any time period hereunder or (d) to change or
supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of


                                       32
<PAGE>

the holders of Rights Certificates (other than an Acquiring Person or an
Affiliate or Associate of an Acquiring Person); PROVIDED, HOWEVER, that, prior
to the Close of Business on the third anniversary hereof, this Agreement may not
be supplemented or amended to extend the Final Expiration Date except in
accordance with Section 35; and PROVIDED FURTHER, that this Agreement may not be
supplemented or amended to lengthen, pursuant to clause (c) of this sentence,
(i) subject to Section 30, a time period relating to when the Rights may be
redeemed at such time as the Rights are not then redeemable or (ii) any other
time period unless such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon
the delivery of a certificate from an appropriate officer of the Company or, so
long as any Person is an Acquiring Person hereunder, from the majority of the
Board of Directors of the Company, that states that the proposed supplement or
amendment is in compliance with the terms of this Section 26, the Rights Agent
shall execute such supplement or amendment. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Company Common Stock.

            SECTION 27. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.

            SECTION 28. DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS,
ETC. For all purposes of this Agreement, any calculation of the number of shares
of Company Common Stock outstanding at any particular time, including for
purposes of determining the particular percentage of such outstanding shares of
Company Common Stock of which any Person is the Beneficial Owner, shall be made
in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the Exchange Act
Regulations as in effect on the date hereof. Except as otherwise specifically
provided herein, the Board of Directors of the Company shall have the exclusive
power and authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board of Directors of the Company or to the
Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power (i) to interpret
the provisions of this Agreement and (ii) to make all determinations deemed
necessary or advisable for the administration of this Agreement. All such
actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) that
are done or made by the Board of Directors of the Company in good faith shall
(x) be final, conclusive and binding on the Company, the Rights Agent, the
holders of the Rights and all other parties, and (y) not subject the Board of
Directors of the Company or any member thereof to any liability to the holders
of the Rights.

            SECTION 29. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of shares of Company Common Stock) any
legal or equitable right, remedy or claim under this Agreement. This Agreement
shall be for the sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Rights Certificates (and, prior to the
Distribution Date, registered holders of shares of Company Common Stock).


                                       33
<PAGE>

            SECTION 30. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated;
PROVIDED, HOWEVER, that notwithstanding anything in this Agreement to the
contrary, if any such term, provision, covenant or restriction is held by such
court or authority to be invalid, void or unenforceable and a majority of the
Board of Directors of the Company determines in its good faith judgment that
severing the invalid language from this Agreement would adversely affect the
purpose or effect of this Agreement and the Rights shall not then be redeemable,
the right of redemption set forth in Section 23 shall be reinstated and shall
not expire until the Close of Business on the tenth Business Day following the
date of such determination by a majority of the Board of Directors of the
Company.

            SECTION 31. GOVERNING LAW. This Agreement, each Right and each
Rights Certificate issued hereunder shall be governed by, and construed in
accordance with, the laws of Bermuda; PROVIDED, HOWEVER, that Sections 18, 19,
20 and 21 shall be governed by, and construed in accordance with, the laws of
the State of New York.

            SECTION 32. COUNTERPARTS. This Agreement may be executed (including
by facsimile) in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same
instrument.

            SECTION 33. DESCRIPTIVE HEADINGS. The headings contained in this
Agreement are for descriptive purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

            SECTION 34. EXCHANGE. (a) (i) The Company may, at its option, at any
time after any person becomes an Acquiring Person, upon resolution adopted by a
majority of the Board of Directors of the Company, exchange all or part of the
then outstanding and exercisable Rights (which shall not include Rights that
have become null and void pursuant to Section 7(e)) for Units of Preferred Stock
at an exchange ratio of one Unit of Preferred Stock per Right, appropriately
adjusted to reflect any stock split, share consolidation or subdivision, bonus
issue, stock dividend or similar transaction occurring after the date hereof
(such exchange ratio being hereinafter referred to as the "SECTION 34(A)(I)
EXCHANGE RATIO"). Notwithstanding the foregoing, the Company may not effect the
exchange described in this Section 34(a)(i) at any time after any Person (other
than the Company, any Subsidiary of the Company, any employee benefit plan
maintained by the Company or any of its Subsidiaries, or any trustee or
fiduciary with respect to such plan acting in such capacity), together with all
Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or
more of the shares of Company Common Stock then outstanding.

            (ii) The Company may, at its option, at any time after any person
becomes an Acquiring Person, upon resolution adopted by a majority of the Board
of Directors of the Company, exchange all or part of the then outstanding and
exercisable Rights (which shall not include Rights that have become null and
void pursuant to Section 7(e)) for Units of Preferred Stock at an exchange ratio
specified in the following sentence, as appropriately adjusted to


                                       34
<PAGE>

reflect any stock split, share consolidation or subdivision, bonus issue, stock
dividend or similar transaction occurring after the date hereof. Subject to such
adjustment, each Right may be exchanged for that number of Units of Preferred
Stock obtained by dividing the Adjustment Spread (as defined below) by the
then-current market price (determined pursuant to Section 11(d)) per Unit of
Preferred Stock on the earlier of (i) the date on which any Person becomes an
Acquiring Person and (ii) the date on which a tender or exchange offer by any
Person (other than the Company, any Subsidiary of the Company, any employee
benefit plan maintained by the Company or any of its Subsidiaries or any trustee
or fiduciary with respect to such plan acting in such capacity) is commenced
within the meaning of Rule 14d-2 of the Exchange Act Regulations or any
successor rule, if upon consummation thereof such Person would be the Beneficial
Owner of 20% or more of the shares of Company Common Stock then outstanding
(such exchange ratio being the "SECTION 34(A)(II) EXCHANGE RATIO"). The
"ADJUSTMENT SPREAD" shall equal (x) the aggregate market price on the date of
such event of the number of Adjustment Shares determined pursuant to Section
11(a)(ii), minus (y) the Purchase Price.

            (b) Immediately upon the action of a majority of the Board of
Directors of the Company ordering the exchange of any Rights pursuant to Section
34(a) and without any further action and without any notice, the right to
exercise such Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Units of Preferred Stock equal
to the number of such Rights held by such holder multiplied by the Section
34(a)(i) Exchange Ratio or Section 34(a)(ii) Exchange Ratio, as the case may be.
The Company shall promptly give public notice of any such exchange; PROVIDED,
HOWEVER, that the failure to give, or any defect in, such notice shall not
affect the validity of such exchange. The Company promptly shall mail a notice
of any such exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights Agent. Any notice
that is mailed in the manner herein provided shall be deemed given, whether or
not the holder receives the notice. Each such notice of exchange shall state the
method by which the exchange of Units of Preferred Stock for Rights will be
effected and, in the event of any partial exchange, the number of Rights that
will be exchanged. Any partial exchange shall be effected pro rata based on the
number of Rights (other than Rights that have become null and void pursuant to
Section 7(e)) held by each holder of Rights.

            (c) In the event that the number of shares of Preferred Stock that
are authorized by the Company's Memorandum of Association and Bye-laws but not
outstanding or reserved for issuance for purposes other than upon exercise of
the Rights are not sufficient to permit any exchange of Rights as contemplated
in accordance with this Section 34, the Company shall take all such action as
may be necessary to authorize additional shares of Preferred Stock for issuance
upon exchange of the Rights or make adequate provision to substitute (1) cash,
(2) Company Common Stock or other equity securities of the Company, (3) debt
securities of the Company, (4) other assets or (5) any combination of the
foregoing, having an aggregate value equal to the Adjustment Spread, where such
aggregate value has been determined by a majority of the Board of Directors of
the Company.

            (d) The Company shall not be required to issue fractions of Units of
Preferred Stock or to distribute certificates that evidence fractional Units. In
lieu of fractional Units, the Company may pay to the registered holders of
Rights Certificates at the time such Rights are


                                       35
<PAGE>

exchanged as herein provided an amount in cash equal to the same fraction of the
current market price (determined pursuant to Section 11(d)) of one Unit of
Preferred Stock.

            SECTION 35. RENEWAL. At least 180 days prior to the Close of
Business on the third anniversary hereof, the Chairman of the Board of Directors
of the Company or the Board of Directors of the Company may, in accordance with
the Company's Bye-laws, convene an annual general meeting or special general
meeting of the Company's shareholders for the purpose of considering an
amendment to Section 7(a)(i) of this Agreement, which amendment shall provide
for an extension of the Final Expiration Date (the "FINAL EXPIRATION DATE
AMENDMENT"). The Final Expiration Date Amendment shall become effective upon a
resolution of the members including the affirmative vote of not less than 66% of
votes cast on the resolution.



                                       36
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed on their behalf as of the date first above written.

                                    The Common Seal of the Company was affixed
                                    hereto in the presence of:


                                    By: ________________________________
                                        Name:
                                        Title:


                                    MELLON INVESTOR SERVICES LLC


                                    By: ________________________________
                                        Name:
                                        Title:

<PAGE>

                                                                       EXHIBIT A

                          [FORM OF RIGHTS CERTIFICATE]



Certificate No. ____  ____Rights

NOT EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS AGREEMENT
REFERRED TO BELOW). THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER
OF SUCH RIGHTS MAY BECOME NULL AND VOID.

                               RIGHTS CERTIFICATE

                                  BUNGE LIMITED

            This certifies that , or registered assigns, is the registered
holder of the number of Rights set forth above, each of which entitles the
registered holder thereof, subject to the terms and conditions of the Rights
Agreement dated as of July [ __ ], 2001 (the "RIGHTS AGREEMENT"; terms defined
therein are used herein with the same meaning unless otherwise defined herein)
between Bunge Limited, a Bermuda company (the "COMPANY"), and Mellon Investor
Services LLC, as Rights Agent (which term shall include any successor Rights
Agent under the Rights Agreement), to purchase from the Company at any time
after the Distribution Date and prior to the Expiration Date at the office of
the Rights Agent, one-thousandth of a fully paid and non-assessable Series A
Preference Share, par value US$0.01 per share (the "PREFERRED STOCK"), of the
Company at the Purchase Price initially of US$29.02 per one-thousandth share
(each such one-thousandth of a share being a "UNIT") of Preferred Stock, upon
presentation and surrender of this Rights Certificate with the Election to
Purchase and related Certificate (on the reverse side hereof) properly completed
and duly executed. The number of Rights evidenced by this Rights Certificate
(and the number of Units that may be purchased upon exercise thereof) set forth
above, and the Purchase Price per Unit set forth above shall be subject to
adjustment in certain events as provided in the Rights Agreement.

            Upon the occurrence of a Section 11(a)(ii) Event or a Section 13
Event, if the Rights evidenced by this Rights Certificate are beneficially owned
by an Acquiring Person or an Affiliate or Associate of any such Acquiring Person
or, under certain circumstances described in the Rights Agreement, a transferee
of any such Acquiring Person, Associate or Affiliate, such Rights shall become
null and void and no holder hereof shall have any right with respect to such
Rights from and after the occurrence of such Section 11(a)(ii) Event or such
Section 13 Event.

            In certain circumstances described in the Rights Agreement, the
Rights evidenced hereby may entitle the registered holder thereof to purchase
capital stock of an entity other than the Company or to receive common stock,
cash or other assets, all as provided in the Rights Agreement.


                                       4
<PAGE>

            This Rights Certificate is subject to all of the terms and
conditions of the Rights Agreement, which terms and conditions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates. Copies of
the Rights Agreement are on file at the principal office of the Company and are
available from the Company upon written request.

            This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing an aggregate number of Rights equal to the aggregate
number of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the
registered holder shall be entitled to receive, upon surrender hereof, another
Rights Certificate or Rights Certificates for the number of whole Rights not
exercised.

            Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company under certain
circumstances at its option at a redemption price of US$0.0001 per Right,
payable at the Company's option in cash or in common shares of the Company,
subject to adjustment in certain events as provided in the Rights Agreement.

            No fractional shares of Preferred Stock will be issued upon the
exercise of any Right or Rights evidenced hereby (other than fractions that are
integral multiples of one one-thousandth of a share of Preferred Stock), but in
lieu thereof a cash payment will be made, as provided in the Rights Agreement.

            No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of Preferred
Stock or of any other securities that may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or
upon any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement and such holder shall have been entered in the
register of members of the Company.

            This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.



                                       5
<PAGE>



            WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal. Dated as of July [ __ ] 2001.

ATTEST:                                         BUNGE LIMITED

By:___________________________                  By:___________________________
   Name:                                           Name:
   Title:                                          Title:


Countersigned:
MELLON INVESTOR SERVICES LLC, as Rights Agent

By:____________________________
   Name:
   Title:







                                       6
<PAGE>

                  [FORM OF REVERSE SIDE OF RIGHTS CERTIFICATE]

                               FORM OF ASSIGNMENT

                   (To be executed by the registered holder if
                  such holder desires to transfer the Rights.)

FOR VALUE RECEIVED _______________________________________________ hereby sells,
assigns and transfers unto __________________________________________ (Please
print name and address of transferee) __________________________________________
the Rights represented by this Rights Certificate, together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint ,
Attorney, to transfer the said Rights on the books of the within-named Company,
with full power of substitution.

Dated: ____________ __, 200_



                                               ---------------------------
                                               Signature

Signature Guaranteed:


<PAGE>

                                   CERTIFICATE

            The undersigned hereby certifies by checking the appropriate boxes
that:

            (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are
not being sold, assigned and transferred by or on behalf of a Person who is or
was an Acquiring Person or an Affiliate or Associate of any such Acquiring
Person (as such terms are defined pursuant to the Rights Agreement); and

            (2) after due inquiry and to the best knowledge of the undersigned,
it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate
from any Person who is, was or subsequently became an Acquiring Person or an
Affiliate or Associate of an Acquiring Person.

Dated: _____________ __, 200                    ___________________________
                                                Signature

Signature Guaranteed:

               --------------------------------------------------------------
                                     NOTICE

            The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.

            In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix a
legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.



                                       i
<PAGE>

                          FORM OF ELECTION TO PURCHASE

                    (To be executed if the registered holder
                     desires to exercise Rights represented
                           by the Rights Certificate.)



To:  Bunge Limited

            The undersigned hereby irrevocably elects to exercise [    ] Rights
represented by this Rights Certificate to purchase the Units of Preferred Stock
issuable upon the exercise of such Rights (or such other securities of the
Company or of any other person or other property that may be issuable upon the
exercise of such Rights) and requests that certificates for such Units be issued
in the name of and delivered to:

----------------------------------------------------
(Please print name and address)

----------------------------------------------------

----------------------------------------------------

Please insert social security
or other identifying number: _______________________

            If such number of Rights shall not be all the Rights evidenced by
this Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:

----------------------------------------------------
(Please print name and address)

----------------------------------------------------

----------------------------------------------------

Please insert social security
or other identifying number: _____________________________

Dated: __________ __, 200_


                                               ---------------------------
                                               Signature

Signature Guaranteed:




<PAGE>

                                   CERTIFICATE

            The undersigned hereby certifies by checking the appropriate boxes
that:

            (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are
not beneficially owned by an Acquiring Person or an Affiliate or an Associate
thereof (as defined in the Rights Agreement); and

            (2) after due inquiry and to the best knowledge of the undersigned,
the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any person who is, was or subsequently became an Acquiring
Person or an Affiliate or Associate thereof.

Dated: __________ __, 200                       ___________________________
                                                Signature

Signature Guaranteed:

         --------------------------------------------------------------

                                     NOTICE

            The signature in the foregoing Election to Purchase and Certificate
must conform to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.

            In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix a
legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.


<PAGE>

                                                                       EXHIBIT B

                          SUMMARY OF RIGHTS TO PURCHASE
                                 PREFERRED STOCK

            On July 12, 2001 the Board of Directors of Bunge Limited (the
"COMPANY") authorized and granted one Right for each outstanding common share,
par value US$0.01 per share, of the Company (the "COMPANY COMMON STOCK") to
members of record at the close of business on the date on which the Company
issues shares of Company Common Stock pursuant to its initial public offering
(the "RECORD DATE") and for each share of Company Common Stock issued by the
Company thereafter and prior to the Distribution Date. Each Right entitles the
registered holder, subject to the terms of the Rights Agreement (as defined
below), to purchase from the Company one one-thousandth (a "UNIT") of a Series A
Preference Share, par value US$0.01 per share (the "PREFERRED STOCK"), at a
purchase price of US$29.02 per Unit, subject to adjustment (the "PURCHASE
PRICE"). The Purchase Price is payable in cash or by certified or bank check
payable to the order of the Company or by wire transfer to the account of the
Company (provided a notice of such wire transfer is given by the holder of the
related Right to the Rights Agent). The description and terms of the Rights are
set forth in a Rights Agreement between the Company and Mellon Investor Services
LLC as Rights Agent (the "RIGHTS AGREEMENT").

            Copies of the Rights Agreement and the Certificate of Designation
for the Preferred Stock have been filed with the Securities and Exchange
Commission as exhibits to a Registration Statement on Form 8-A. Copies of the
Rights Agreement and the Certificate of Designation are available free of charge
from the Company. This summary description of the Rights and the Preferred Stock
does not purport to be complete and is qualified in its entirety by reference to
all the provisions of the Rights Agreement and the Certificate of Designation,
including the definitions therein of certain terms, which Rights Agreement and
Certificate of Designation are incorporated herein by reference.

THE RIGHTS AGREEMENT

            Initially, the Rights will be attached to all outstanding shares of
Company Common Stock and no separate Rights Certificates will be distributed.
The Rights will separate from the Company Common Stock and the "DISTRIBUTION
DATE" will occur upon the earlier of (i) 10 days following a public announcement
(the date of such announcement being the "STOCK ACQUISITION DATE") that a person
or group of affiliated or associated persons (other than the Company, any
subsidiary of the Company or any employee benefit plan of the Company or such
subsidiary) (an "ACQUIRING PERSON") has acquired, obtained the right to acquire,
or otherwise obtained beneficial ownership of 20% or more of the then
outstanding shares of Company Common Stock, and (ii) 10 business days (or such
later date as may be determined by action of the Board of Directors prior to
such time as any person becomes an Acquiring Person) following the commencement
of a tender offer or exchange offer that would result in a person or group


                                       i
<PAGE>


beneficially owning 20% or more of the then outstanding shares of Company Common
Stock. Until the Distribution Date, (i) the Rights will be evidenced by Company
Common Stock and will be transferred with and only with the underlying shares of
Company Common Stock, (ii) new Company Common Stock certificates issued after
the Record Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any Company Common Stock will
also constitute the transfer of the Rights associated with the Company Common
Stock.

            The Rights are not exercisable until the Distribution Date and will
expire at the close of business on the third anniversary of the Rights Agreement
(the "FINAL EXPIRATION Date") unless earlier redeemed by the Company as
described below. The Final Expiration Date can be extended by the affirmative
vote of at least 66% of the shares voting on the resolution to do so.

            As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Company Common Stock as of
the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights.

            In the event that (i) the Company is the surviving or continuing
corporation in a merger or amalgamation with an Acquiring Person and shares of
Company Common Stock shall remain outstanding, (ii) a Person becomes an
Acquiring Person, (iii) an Acquiring Person engages in one or more
"self-dealing" transactions as set forth in the Rights Agreement, or (iv) during
such time as there is an Acquiring Person, an event occurs that results in such
Acquiring Person's ownership interest being increased by more than 1% (e.g., by
means of a recapitalization) (each such event being a "SECTION 11(A)(II)
EVENT"), then, in each such case, each holder of a Right will thereafter have
the right to receive, upon exercise, Units of Preferred Stock (or, in certain
circumstances, Company Common Stock, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right. The
exercise price is the Purchase Price multiplied by the number of Units of
Preferred Stock issuable upon exercise of a Right prior to the events described
in this paragraph. Notwithstanding any of the foregoing, following the
occurrence of any of the events set forth in this paragraph, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.

            In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or amalgamation (other than a merger or
amalgamation described in the preceding paragraph) or other business combination
transaction and the Company is not the surviving or continuing corporation, (ii)
any Person consolidates, amalgamates or merges with the Company and all or part
of the Company Common Stock is converted or exchanged for securities, cash or
property of any other Person or (iii) 50% or more of the Company's assets or
earning power is sold or transferred, then each holder of a Right (except Rights
which previously have been voided as described above) shall thereafter have the
right to receive, upon exercise, common stock of the ultimate parent of the
Acquiring Person having a value equal to two times the exercise price of the
Right.

            The Purchase Price payable, and the number of Units of Preferred
Stock issuable, upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in

<PAGE>

the event of a bonus issue on, or a subdivision, combination or reclassification
of, the Preferred Stock, (ii) if holders of the Preferred Stock are granted
certain rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred Stock, or
(iii) upon the distribution to the holders of the Preferred Stock of evidences
of indebtedness, cash or assets (excluding regular quarterly cash dividends) or
of subscription rights or warrants (other than those referred to above).

            With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional Units. In lieu thereof,
an adjustment in cash may be made based on the market price of the Preferred
Stock prior to the date of exercise.

            At any time prior to the earlier of (i) ten business days following
the Stock Acquisition Date or (ii) the expiration of the Rights, a majority of
the Company's Board of Directors may redeem the Rights in whole, but not in
part, at a price of US$0.0001 per Right (subject to adjustment in certain
events) (the "REDEMPTION PRICE"), payable, at the election of such majority of
the Company's Board of Directors, in cash or shares of Company Common Stock.
Immediately upon the action of a majority of the Company's Board of Directors
ordering the redemption of the Rights, the Rights will terminate and the only
remaining right of the holders of Rights will be to receive the Redemption
Price.

            The Board of Directors, at its option, may, at anytime after a
person becomes an Acquiring Person, exchange each Right for (i) one Unit of
Preferred Stock or (ii) such number of Units of Preferred Stock as will equal
(x) the difference between the aggregate market price of the number of Units of
Preferred Stock to be received upon a Section 11(a)(ii) Event and the purchase
price set forth in the Rights Agreement, divided by (y) the market price per
Unit of Preferred Stock upon a Section 11(a)(ii) Event.

            Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.

            Any of the provisions of the Rights Agreement may be amended without
the approval of the holders of Company Common Stock at any time prior to the
Distribution Date, except that any reduction of the 20% thresholds described
above or any extension of the Final Expiration Date requires the affirmative
vote of at least 66% of the shares voting on a resolution to do so. After the
Distribution Date, the provisions of the Rights Agreement may be amended in
order to cure any ambiguity, defect or inconsistency, to make changes that do
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement, except that any extension of the Final Expiration Date
requires the affirmative vote of at least 66% of the shares voting on a
resolution to do so and no amendment to adjust the time period governing
redemption can be made at such time as the Rights are not redeemable.

DESCRIPTION OF PREFERRED STOCK

<PAGE>

            The Units of Preferred Stock that may be acquired upon exercise of
the Rights will be nonredeemable and subordinate to any other preferred shares
that may be issued by the Company.

            Each Unit of Preferred Stock will have a minimum preferential
quarterly dividend of US$0.01 per Unit or any higher per share dividend declared
on the Company Common Stock.

            In the event of liquidation, the holder of a Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of US$0.01 per
Unit and the per share amount paid in respect of a share of Company Common
Stock.

            Each Unit of Preferred Stock will have one vote, voting together
with the Company Common Stock.

            In the event of any merger, amalgamation or consolidation or other
transaction in which shares of Company Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share amount paid in respect
of each share of Company Common Stock.

            The rights of holders of the Preferred Stock to dividends,
liquidation and voting, and in the event of mergers, amalgamations and
consolidations, are protected by customary antidilution provisions.

            Because of the nature of the Preferred Stock's dividend, liquidation
and voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right is expected to approximate the economic
value of one share of Company Common Stock.


<PAGE>

                                                                       EXHIBIT C

                           CERTIFICATE OF DESIGNATION
                       OF THE VOTING POWERS, DESIGNATION,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
              OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
                       LIMITATIONS AND RESTRICTIONS OF THE
                           SERIES A PREFERENCE SHARES

            Set out below are the voting powers, designation, relative,
participating, optional and other special rights, preferences and
qualifications, limitations and restrictions of the series of preference shares
of Bunge Limited (the "COMPANY"), par value US $0.01 per share, designated as
Series A Preference Shares (the "SERIES A PREFERENCE SHARES") approved by a
resolution of the board of directors of the Company (the "BOARD OF DIRECTORS")
on July 12, 2001:

            Section 1. DESIGNATION AND AMOUNT. The shares of such series shall
be designated as "Series A Preference Shares" and the number of shares
constituting such series shall be 240,000.

            Section 2. DIVIDENDS AND DISTRIBUTIONS. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of preference
shares ("PREFERENCE Shares") or any other class of shares of the Company ranking
prior and superior to the Series A Preference Shares with respect to dividends,
each holder of one one-thousandth (1/1,000) of a Series A Preference Share (a
"UNIT") shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for that purpose, (i) quarterly
dividends payable in cash on the last day of March, June, September and December
in each year (each such date being a "QUARTERLY DIVIDEND PAYMENT DATE"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of such Unit, in an amount per Unit (rounded to the nearest cent) equal to the
greater of (a) US$0.01 or (b) subject to the provision for adjustment
hereinafter set forth, the aggregate per share amount of all cash dividends
declared on the common shares of the Company, par value US$0.01 per share (the
"COMMON SHARES"), since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of a Unit, and (ii) subject to the provision for adjustment
hereinafter set forth, quarterly distributions (payable in kind) on each
Quarterly Dividend Payment Date in an amount per Unit equal to the aggregate per
share amount of all non-cash dividends, bonus issues or other distributions
(other than a dividend or bonus issue payable in Common Shares or a subdivision
of the outstanding Common Shares, by reclassification or otherwise) declared on
the Common Shares since the immediately preceding Quarterly Dividend Payment
Date, or with respect to the first Quarterly Dividend Payment Date, since the
first issuance of a Unit. In the event that the Company shall at any time after
July 12, 2001 (the "RIGHTS DECLARATION DATE") (i) declare any dividend or bonus
issue on outstanding Common Shares payable in Common Shares, (ii) subdivide
outstanding Common Shares or (iii) combine or consolidate outstanding Common
Shares into a smaller number of shares, then in each such case the amount to
which the holder of a Unit was entitled immediately prior to such event

<PAGE>

pursuant to the preceding sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which shall be the number of Common Shares that
are outstanding immediately after such event and the denominator of which shall
be the number of Common Shares that were outstanding immediately prior to such
event.

            (B) The Company shall declare a dividend or distribution on Units as
provided in paragraph (A) above immediately after it declares a dividend or
distribution on the Common Shares (other than a dividend or bonus issue payable
in Common Shares); PROVIDED, HOWEVER, that, in the event no dividend or
distribution shall have been declared on the Common Shares during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of US$0.01 per Unit shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.

            (C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit from the Quarterly Dividend Payment Date next preceding the
date of issuance of such Unit, unless the date of issuance of such Unit is prior
to the record date for the first Quarterly Dividend Payment Date, in which case,
dividends on such Unit shall begin to accrue from the date of issuance of such
Unit, or unless the date of issuance is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of Units entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on Units in an amount less than the aggregate
amount of all such dividends at the time accrued and payable on such Units shall
be allocated pro rata on a Unit-by-Unit basis among all Units at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of Units entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.

            Section 3. VOTING RIGHTS. The holders of Units shall have the
following voting rights:

            (A) Subject to the provision for adjustment hereinafter set forth,
each Unit shall entitle the holder thereof to one vote on all matters submitted
to a vote of the shareholders of the Company. In the event the Company shall at
any time after the Rights Declaration Date (i) declare any dividend or bonus
issue on outstanding Common Shares payable in Common Shares, (ii) subdivide
outstanding Common Shares or (iii) combine or consolidate the outstanding Common
Shares into a smaller number of shares, then in each such case the number of
votes per Unit to which holders of Units were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction the numerator
of which shall be the number of Common Shares outstanding immediately after such
event and the denominator of which shall be the number of Common Shares that
were outstanding immediately prior to such event.

            (B) Except as otherwise provided herein or by law, the holders of
Units and the holders of Common Shares shall vote together as one class on all
matters submitted to a vote of shareholders of the Company.

<PAGE>

            (C) Except as set forth herein or as required by law, holders of
Units shall have no special voting rights and their consents shall not be
required (except to the extent they are entitled to vote with holders of Common
Shares as set forth herein) for taking any corporate action.

            Section 4. CERTAIN RESTRICTIONS. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units as provided in Section 2 are
in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on outstanding Units shall have been
paid in full, the Company shall not:

            (i) declare or pay dividends on, make any other distributions on, or
      redeem or repurchase or otherwise acquire for consideration any junior
      shares;

            (ii) declare or pay dividends on or make any other distributions on
      any parity shares, except dividends paid ratably on Units and all such
      parity shares on which dividends are payable or in arrears in proportion
      to the total amounts to which the holders of such Units and all such
      shares are then entitled;

            (iii) redeem or repurchase or otherwise acquire for consideration
      any parity shares; PROVIDED, HOWEVER, that the Company may at any time
      redeem, repurchase or otherwise acquire any such parity shares in exchange
      for any junior shares; or

            (iv) repurchase or otherwise acquire for consideration any Units,
      except in accordance with a repurchase offer made in writing or by
      publication (as determined by the Board of Directors) to all holders of
      such Units.

            (B) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of the Company unless
the Company could, under paragraph (A) of this Section 4, repurchase or
otherwise acquire such shares at such time and in such manner.

            Section 5. REACQUIRED SHARES. Any Units repurchased or otherwise
acquired by the Company in any manner whatsoever shall be cancelled upon the
acquisition thereof. All such Units shall, upon their cancellation, become
authorized but unissued Units and may be reissued as part of a new series of
Preference Shares to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

            Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
no distribution shall be made (i) to the holders of junior shares unless the
holders of Units shall have received, subject to adjustment as hereinafter
provided in paragraph (B), the greater of either (a) US$0.01 per Unit plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not earned or declared, to the date of such payment, or (b) the amount equal
to the aggregate per share amount to be distributed to holders of Common Shares,
or (ii) to the holders of parity shares, unless simultaneously therewith
distributions are made ratably on Units and all other such parity shares in
proportion to the total amounts to which the holders of Units are entitled under

<PAGE>

clause (i)(a) of this sentence and to which the holders of such parity shares
are entitled, in each case upon such liquidation, dissolution or winding up.

            (B) In the event the Company shall, at any time after the Rights
Declaration Date, (i) declare any dividend or bonus issue on outstanding Common
Shares payable in Common Shares, (ii) subdivide outstanding Common Shares, or
(iii) combine or consolidate outstanding Common Shares into a smaller number of
shares, then in each such case the aggregate amount to which holders of Units
were entitled immediately prior to such event pursuant to clause (i)(b) of
paragraph (A) of this Section 6 shall be adjusted by multiplying such amount by
a fraction the numerator of which shall be the number of Common Shares that are
outstanding immediately after such event and the denominator of which shall be
the number of Common Shares that were outstanding immediately prior to such
event.

            Section 7. CONSOLIDATION, MERGER, ETC. In case the Company shall
enter into any consolidation, merger, amalgamation, combination or other
transaction in which the Common Shares are exchanged for or converted into other
shares, cash and/or any other property, then in any such case Units shall at the
same time be similarly exchanged for or converted into an amount per Unit
(subject to the provision for adjustment hereinafter set forth) equal to the
aggregate amount of shares, cash and/or any other property (payable in kind), as
the case may be, into which or for which each Common Share is converted or
exchanged. In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend or bonus issue on outstanding Common
Shares payable in Common Shares, (ii) subdivide outstanding Common Shares, or
(iii) combine or consolidate outstanding Common Shares into a smaller number of
shares, then in each such case the amount set forth in the immediately preceding
sentence with respect to the exchange or conversion of Units shall be adjusted
by multiplying such amount by a fraction the numerator of which shall be the
number of Common Shares that are outstanding immediately after such event and
the denominator of which shall be the number of Common Shares that were
outstanding immediately prior to such event.

            Section 8. REDEMPTION. The Units shall not be redeemable.

            Section 9. RANKING. The Units shall rank junior to all other series
of the Preference Shares and to any other class of preference shares that
hereafter may be issued by the Company as to the payment of dividends and the
distribution of assets, unless the terms of any such series or class shall
provide otherwise.

            Section 10. AMENDMENT. The rights of the Series A Preference Shares
shall not hereafter be amended, either directly or indirectly, or through
merger, consolidation or amalgamation with any other company or companies
without the affirmative vote of the holders of a majority or more of the
outstanding Units, voting separately as a class.

            Section 11. FRACTIONAL SHARES. The Series A Preference Shares may be
issued in Units or other fractions of a share, which Units or fractions shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Preference Shares.

<PAGE>

            Section 12. CERTAIN DEFINITIONS. As used herein with respect to the
Series A Preference Shares, the following terms shall have the following
meanings:

            (A) The term "COMMON SHARES" shall mean the class of shares
designated as common shares, par value US $0.01 per share, of the Company at the
date of the creation of the Series A Preference Shares by resolution of the
Board of Directors or any other class of shares resulting from successive
changes or reclassification of such common shares.

            (B) The term "JUNIOR SHARES" (i) as used in Section 4, shall mean
the Common Shares and any other class or series of shares of the Company
hereafter authorized or issued over which the Series A Preference Shares have
preference or priority as to the payment of dividends and (ii) as used in
Section 6, shall mean the Common Shares and any other class or series of shares
of the Company over which the Series A Preference Shares have preference or
priority in the distribution of assets upon any liquidation, dissolution or
winding up of the Company.

            (C) The term "PARITY SHARES" (i) as used in Section 4, shall mean
any class or series of shares of the Company hereafter authorized or issued
ranking PARI PASSU with the Series A Preference Shares as to the payment of
dividends and (ii) as used in Section 6, shall mean any class or series of
shares ranking PARI PASSU with the Series A Preference Shares in the
distribution of assets on any liquidation, dissolution or winding up of the
Company.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>6
<FILENAME>a2054045zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>

                                                                     Exhibit 5.1


                                                      12 July 2001


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

Dear Sirs

BUNGE LIMITED (THE "COMPANY")

We have acted as special legal counsel in Bermuda to the Company in connection
with the Registration Statement on Form F-1 (the "Registration Statement", which
term does not include any other document or agreement whether or not
specifically referred to therein or attached as an exhibit or schedule thereto)
filed with the U.S. Securities and Exchange Commission (the "Commission") on 12
July 2001 relating to the registration under the U.S. Securities Act of 1933, as
amended, of an aggregate of 17,600,000 common shares, par value US$0.01 per
share together with an additional 2,640,000 common shares, par value US$0.01 per
share subject to an over-allotment option granted to the underwriters by the
Company (together, the "Common Shares").

For the purposes of giving this opinion, we have examined a copy of the
Registration Statement. We have also reviewed the memorandum of association and
the bye-laws of the Company, each certified by the Secretary of the Company on
11 July 2001, copies of unanimous written resolutions of the members of the
Company and of the board of directors of the Company each dated 11 July 2001
(together, the "Minutes") and such other documents and made such enquires as to
questions of law as we have deemed necessary in order to render the opinion set
forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) examined by
us and the authenticity and completeness of the originals from which such copies
were taken, (b) that where a document has been examined by us in draft form, it
will be or has been executed and/or filed in the form of that draft, and where a
number of drafts of a document have been examined by us all changes thereto have
been marked or otherwise drawn to our attention, (c) the accuracy and
completeness of all factual representations made in the Documents and other
documents reviewed by us, (d) that the resolutions contained in the Minutes
remain in full force and effect and have not been rescinded or amended.
<PAGE>

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda (and assume that such laws would not have
any implication in relation to the opinions expressed herein). This opinion is
to be governed by and construed in accordance with the laws of Bermuda and is
limited to and is given on the basis of the current law and practice in Bermuda.
This opinion is issued solely for the purpose set out above and is not to be
relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that when
issued and paid for as contemplated by the Registration Statement, the Common
Shares will be validly issued, fully paid and non-assessable (meaning that no
further sums are required to be paid by the holders thereof in connection with
the issue of such shares).

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the captions
"Risk Factors", "Taxation", "Enforcement of Civil Liberties", and "Legal
Matters" in the prospectus forming a part of the Registration Statement.


Yours faithfully
/s/ CONYERS DILL & PEARMAN
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.1
<SEQUENCE>7
<FILENAME>a2054045zex-8_1.txt
<DESCRIPTION>EXHIBIT 8.1
<TEXT>

<PAGE>

                                                                     Exhibit 8.1

                                                      12 July 2001

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

Dear Sirs

BUNGE LIMITED (THE "COMPANY")

We have acted as special legal counsel in Bermuda to the Company in connection
with the Registration Statement on Form F-1 (the "Registration Statement", which
term does not include any other document or agreement whether or not
specifically referred to therein or attached as an exhibit or schedule thereto)
filed with the U.S. Securities and Exchange Commission (the "Commission") on 12
July 2001 relating to the registration under the U.S. Securities Act of 1933, as
amended, of an aggregate of 17,600,000 common shares, par value US$0.01 per
share together with an additional 2,640,000 common shares, par value US$0.01 per
share subject to an over-allotment option granted to the underwriters by the
Company (together, the "Common Shares").

For the purposes of giving this opinion, we have examined a copy of the
Registration Statement. We have also reviewed the memorandum of association and
the bye-laws of the Company, each certified by the Secretary of the Company on
11 July 2001, copies of unanimous written resolutions of the members of the
Company and of the board of directors of the Company each dated 11 July 2001
(together, the "Minutes") and such other documents and made such enquires as to
questions of law as we have deemed necessary in order to render the opinion set
forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) examined by
us and the authenticity and completeness of the originals from which such copies
were taken, (b) that where a document has been examined by us in draft form, it
will be or has been executed and/or filed in the form of that draft, and where a
number of drafts of a document have been examined by us all changes thereto have
been marked or otherwise drawn to our attention, (c) the accuracy and
completeness of all factual representations made in the Documents and other
documents reviewed by us, (d) that the resolutions contained in the Minutes
remain in full force and effect and have not been rescinded or amended.
<PAGE>

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda (and assume that such laws would not have
any implication in relation to the opinions expressed herein). This opinion is
to be governed by and construed in accordance with the laws of Bermuda and is
limited to and is given on the basis of the current law and practice in Bermuda.
This opinion is issued solely for the purposes set out above and is not to be
relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that the
statements under the captions "Taxation" and "Legal Matters" in the prospectus
forming part of the Registration Statement, to the extent that they constitute
statements of Bermuda law, are accurate in all material respects and that such
statements constitute our opinion.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the captions
"Taxation" and "Legal Matters".


Yours faithfully
/s/ CONYERS DILL & PEARMAN
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8.2
<SEQUENCE>8
<FILENAME>a2054045zex-8_2.txt
<DESCRIPTION>EXHIBIT 8.2
<TEXT>

<PAGE>

                                                                     Exhibit 8.2


                       [Letterhead of Shearman & Sterling]



(212) 848-4376

                                                   July 12, 2001

Bunge Limited
50 Main Street
White Plains, New York 10606

Ladies and Gentlemen:

            We have acted as special United States federal income tax counsel to
Bunge Limited, a Bermuda corporation (the "Issuer"), in connection with the
preparation and filing by the Issuer with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), of
a registration statement on Form F-1, and the prospectus included therein (the
"Registration Statement"). Pursuant to the Registration Statement, the Issuer is
offering 17,600,000 of its common shares to the public (the "Offering").

            We hereby confirm that the discussion under the caption "Taxation-
United States Federal Income Tax Consequences," insofar as such discussion
represents legal conclusions or statements of United States federal income
tax law, subject to the limitations and conditions set forth therein, and
except for the specific discussion regarding the Issuer's possible U.S.
federal income tax characterization as a passive foreign investment company
under the caption "--Passive Foreign Investment Company Status," constitutes
our opinion as to the material United States federal income tax consequences
relevant to the acquisition, ownership and disposition of the common shares
in the context of the Offering.

            No opinion is expressed as to any other matter, including any
aspects of state, local or non-United States tax law. This opinion is based
on current United States federal income tax law and administrative practice,
and we do not undertake to advise you as to any future changes in such law or
practice that may affect our opinion unless we are specifically retained to
do so. We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration
Statement under the captions "Taxation - United States Federal Income Tax
Consequences" and "Legal Matters." In giving such consent, we do not hereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Act, and the rules and regulations of the Commission
promulgated thereunder.

                                                      Very truly yours,

                                                      /s/ Shearman & Sterling
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>9
<FILENAME>a2054045zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

                                                                    Exhibit 10.1

                        ADMINISTRATIVE SERVICES AGREEMENT


      THIS ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is made and
entered into as of July 1, 2001 by and between BUNGE LIMITED, a company
incorporated under the laws of Bermuda ("Bunge"), and BUNGE INTERNATIONAL
LIMITED, a company incorporated under the laws of Bermuda ("Bunge
International").


                                    RECITALS

            WHEREAS, Bunge is a subsidiary of Bunge International;

            WHEREAS, Bunge proposes to issue its common shares in an initial
public offering registered under the U.S. Securities Act of 1933, as amended
(the "Public Offering");

            WHEREAS, prior to the Public Offering, Bunge International has
heretofore provided certain administrative and other corporate services to
Bunge;

            WHEREAS, Bunge has entered into services agreements with
subsidiaries of Bunge International, which agreements will be unaffected by this
Agreement;

            WHEREAS, Bunge International has requested from Bunge that Bunge
provide certain administrative and other corporate services to it pursuant to
this Agreement after the Public Offering; and

            WHEREAS, Bunge agrees to provide or cause Bunge International to be
provided with these services on the terms and conditions set forth herein.

            NOW, THEREFORE, in consideration of the above premises and the
mutual covenants contained herein, it is agreed by and between the parties as
follows:


                                    AGREEMENT

      The parties therefore agree as follows:

      1. SERVICES. Bunge will provide to Bunge International those particular
corporate and administrative services that are listed on Exhibit A hereto (the
"Services"), in consideration of the respective charges described in Section 3
below.

      2. TERM AND TERMINATION. Beginning as of the date of this Agreement, Bunge
agrees to provide the Services on a quarter-to-quarter basis unless and until
terminated (a) in whole or in part with respect to particular Services by either
party at the end of a specified quarter by means
<PAGE>

of at least 180 days' prior written notice or (b) by either party upon written
notice to the other party, if the other party shall be adjudged bankrupt, become
insolvent, make a general assignment for the benefit of the creditors, have a
receiver or trustee appointed for the benefit of creditors generally, file a
voluntary petition in bankruptcy or initiate reorganization proceedings or take
any step toward liquidation.

      3. CHARGES AND PAYMENT. (a) For the Services provided by Bunge, Bunge
International will pay the actual costs therefor, including overhead and
selling, general and administrative expenses and any reasonable out-of-pocket
payments, costs or expenses incurred in connection with, or related to, the
Services. Bunge and Bunge International will use reasonable efforts to
separately identify such costs. However, where such costs are not separately
identifiable and directly measurable, Bunge International will pay that portion
of the total cost to Bunge of providing such Services or similar services which
shall be attributable to Bunge International under an "Allocation Formula." The
"Allocation Formula" shall attribute to Bunge International that portion of the
total cost of such Services or similar services which is based on the ratio of
the time incurred on behalf of Bunge International by employees of Bunge to the
time incurred on behalf of Bunge and all other entities (including Bunge
International) for which Bunge provides such Services or similar services. Such
costs shall include travel and entertainment expenses directly attributable to
Bunge International and an allocable portion of the base compensation (other
than benefit plans and employment agreements and arrangements) of the officers
and directors of Bunge who serve as executive officers and directors of Bunge
International.

            (b) Bunge shall submit invoices quarterly in arrears, describing in
reasonable detail the Services performed, charges therefor and other charges
provided for hereunder. Bunge International shall, within 30 days of receipt of
such invoices, remit payment or cause such payment to be remitted, in full to
Bunge or its designated agent for the invoiced charges. In addition to these
charges, Bunge International shall reimburse or cause such payment to be
reimbursed to Bunge or its designated agent on a monthly basis for all
reasonable third-party charges incurred by Bunge incident to the rendering of
such Services. The parties will review the Services and all cost and usage data
at least annually, but any change in the Services will be only by mutual
agreement.

            (c) At the request and expense of either party, a fairness opinion
concerning the aggregate value of all Services rendered during any given fiscal
year of Bunge may be obtained from an accounting firm nationally recognized in
the United States. If the value of the Services as calculated by the fairness
opinion is higher than the actual amounts invoiced by Bunge to Bunge
International, Bunge International shall pay to Bunge the difference in these
amounts within 60 days of the date of the fairness opinion. If the value of the
Services as calculated by the fairness opinion is lower than the actual amounts
invoiced by Bunge to Bunge International, Bunge shall pay to Bunge International
the difference in these amounts within 60 days of the date of the fairness
opinion. Such an opinion can only be requested once by each party in any given
fiscal year.
<PAGE>

      4. ACCESS TO ASSETS AND INFORMATION. Bunge International shall make
available to Bunge all such equipment, inventory, supplies, documents and
information as may be reasonably necessary for Bunge to perform the Services.
Bunge agrees to use Bunge International assets and information solely for the
purposes contemplated hereby.

      5. PERFORMANCE OF SERVICES. Bunge shall perform the Services with the same
degree of care, skill and prudence customarily exercised for its own operations.

      6. LIMITATION ON LIABILITY. (a) In the absence of gross negligence or
reckless or willful misconduct on the part of Bunge, Bunge shall not be liable
for any claims, liabilities, damages, losses, costs, expenses (including
reasonable attorney's fees), fines and penalties arising out of or relating to
any actual or alleged injury, loss or damage of any nature whatsoever in
connection with providing or failing to provide the Services to Bunge
International.

            (b) Bunge's liability for damages to Bunge International for any
cause whatsoever, and regardless of the form of action, whether in contract or
in tort, including gross negligence or willful misconduct, shall not exceed in
the aggregate an amount equal to five times the total amount paid by Bunge
International hereunder for all Services provided during the term of this
Agreement.

      7. INDEMNIFICATION. (a) Bunge International shall indemnify, defend and
hold Bunge, its directors, officers and employees harmless from and against all
damages, losses and out-of-pocket expenses (including reasonable attorneys'
fees) ("Losses") arising out of or related to the performance or non-performance
of any obligation or agreement herein, except for Losses which are the direct
and sole result of gross negligence or willful misconduct of the personnel of
Bunge. Neither party will be responsible for special, indirect, incidental or
consequential damages that the other party or any third party may incur or
experience in connection with this Agreement.

            (b) Any claim for indemnity under this Section must be made by
written notice to the indemnifying party within one (1) year after the discovery
thereof. Notwithstanding the foregoing, the indemnities contained in this
Section shall survive for a period of three (3) years after the termination of
this agreement.

      8. LIMITATIONS ON OBLIGATIONS; SERVICE PROVIDERS. (a) Notwithstanding
anything herein to the contrary, Bunge may, at its sole discretion, decline to
provide any Service hereunder if: (a) the facilities or personnel of Bunge are
not reasonably available to provide such Service; (b) providing such Service
requested by Bunge International would materially interfere with Bunge's conduct
of its business; or (c) could conflict with any applicable law, regulation or
ordinance, could result in a conflict of interest or, in Bunge's good faith
judgment based upon the advice of its tax advisors, could result in significant
tax disadvantages for Bunge. Bunge may, at any time and in its sole discretion,
change in any reasonable respect the manner, scheduling or timing of the
Services, PROVIDED that Bunge shall provide Bunge International at least thirty
(30) days' prior written notice of any such material change. Nothing in this
Agreement shall limit or
<PAGE>

restrict the right of Bunge or any of Bunge's directors, officers or employees,
agents, subsidiaries or affiliates to engage in any other business or devote
their time and attention in part to the management or other aspects of any other
business, whether or not of a similar nature, or to limit or restrict the right
of Bunge to engage in any other business or to render services of any kind to
any entity.

            (b) Services to be provided by Bunge hereunder may, in Bunge's sole
discretion, be provided by employees or service providers of Bunge or any of its
subsidiaries; PROVIDED, HOWEVER, that Bunge shall remain responsible, in
accordance with the terms of this Agreement, for the performance of any Service
it causes to be so provided.

      9. RELATIONSHIP OF THE PARTIES. It is expressly understood and agreed that
in rendering the Services Bunge is acting as an independent contractor and that
this Agreement does not constitute Bunge as an employee, agent or other
representative of Bunge International for any purpose whatsoever. Bunge does not
have the right or authority to enter into any contract, warranty, guarantee or
other undertaking in the name or for the account of Bunge International, or to
assume or create any obligation or liability of any kind, express or implied, on
behalf of Bunge International, or to bind Bunge International in any manner
whatsoever, or to hold itself out as having any right, power or authority to
create any such obligation or liability on behalf of Bunge International or to
bind Bunge International in any manner whatsoever (except as to any actions
taken by Bunge at the express written request and direction of Bunge
International).

      10. ASSIGNMENT. Bunge International shall not assign or transfer any of
its rights under this Agreement without the prior written consent of Bunge.

      11. NOTICES. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing and shall be deemed to have
been given (a) on the date on which hand delivered, (b) at the time when mailed
in any general or branch office of the United States Postal Service, enclosed in
a registered or certified postpaid envelope, or sent by Federal Express or other
similar overnight courier service, addressed to the address of the parties
stated below or to such changed address as such party may have fixed by notice,
or (c) if given by facsimile, when such facsimile is transmitted and a
confirmation slip is issued by the transmitting machine indicating that the
notice has been transmitted without error:

            If to Bunge:

            50 Main Street
            White Plains, NY 10606
            Fax: (914) 684-3499
            Attention: Chief Financial Officer

            If to Bunge International:

            50 Main Street
<PAGE>

            White Plains, NY 10606
            Fax: (914) 684-3499
            Attention: Chief Financial Officer

      12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. In that context, and without
limiting the generality of the foregoing, each of the parties hereby irrevocably
and unconditionally:

            (a) submits for itself and its property in any legal suit, action or
proceeding relating to this Agreement or transaction contemplated hereby, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive jurisdiction of the Courts of the State of New York sitting in the
County of New York or the United States District Court for the Southern District
of New York and appellate courts having jurisdiction of appeals in such courts,
and each of the parties hereto irrevocably and unconditionally agrees that all
claims in respect of any such suit, action, or proceeding may properly be heard
and determined in such New York State court or, to the extent permitted by law,
in such federal court;

            (b) consents that any such suit, action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue or jurisdiction or any such action or proceeding in such court or that
such action or proceeding was brought in an inconvenient forum and agrees not to
plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such party in its
address as provided in Section 11 hereof;

            (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by New York law; and

            (e) agrees that this Agreement has been entered into in the State of
New York and performed in part in the State of New York.

      13. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
between the parties and supersedes all prior proposals, commitments, writings,
negotiations and understandings, oral and written, and all other prior
communications between the parties relating to the subject matter of this
Agreement.

      14. AMENDMENT; WAIVER. This Agreement may not be amended or otherwise
modified except in writing duly executed by all of the parties. No failure or
delay by either party in exercising any right, power or privilege under this
Agreement shall operate as a waiver thereof. A waiver by any party of any breach
or violation of this Agreement shall not be deemed or construed as a waiver of
any subsequent breach or violation thereof.

      15. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same
<PAGE>

document.

      16. SEVERABILITY. Should any part, term or condition hereof be declared
illegal or unenforceable or in conflict with any other law, the validity of the
remaining portions or provisions of this Agreement shall not be affected
thereby, and the illegal or unenforceable portions of this Agreement shall be
and hereby are redrafted to conform with applicable law, while leaving the
remaining portions of this Agreement intact.

      17. FORCE MAJEURE. No party shall be deemed to have breached this
Agreement or be held liable for any failure or delay in the performance of all
or any portion of its obligations under this Agreement if prevented from doing
so by a cause or causes beyond its control. Without limiting the generality of
the foregoing, such causes include acts of God or the public enemy, fires,
floods, storms, earthquakes, riots, strikes, lock-outs, wars and war-operations,
restraints of government power or communication line failure or other
circumstances beyond such party's control, or by reason of the judgment, ruling
or order of any court or agency of competent jurisdiction or change of law or
regulation subsequent to the execution of this Agreement.

      18. SUCCESSORS AND ASSIGNS. Subject to the provisions of Section 7, this
Agreement is solely for the benefit of the parties and their respective
successors and assigns. Nothing herein shall be construed to provide any rights
to any other entity or individual.

      19. HEADINGS. Section headings are for convenience only and do not control
or affect the meaning or interpretation of any terms or provisions of this
Agreement.
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                    BUNGE LIMITED


                                    By /s/ Alberto Weisser
                                       ------------------------------
                                       Name:   Alberto Weisser
                                       Title:  CEO


                                    BUNGE INTERNATIONAL LIMITED


                                    By /s/ William M. Wells
                                       ------------------------------
                                       Name:   William M. Wells
                                       Title:  CFO
<PAGE>

                                    EXHIBIT A

                                  THE SERVICES

      Bunge will provide the following services to Bunge International:

      (i) CASH MANAGEMENT SERVICES: Bunge shall assist Bunge International with
certain of its treasury and cash management needs, including foreign currency
and hedging activities and the managing and maintenance of its bank accounts.

      (ii) HUMAN RESOURCES ADMINISTRATION: Bunge shall provide personnel
oversight and services for the ongoing human resource administration
requirements of Bunge International, including recruitment and hiring
assistance, statutory compliance, compensation recommendations and employee
record retention.

      (iii) EMPLOYEE BENEFIT PLANS ADMINISTRATION: Bunge shall assist in the
administration to certain employees of Bunge International of all employee
benefit plans and health insurance plans consistent with the plans currently
maintained by Bunge International.

      (iv) INSURANCE ADMINISTRATION: Bunge shall extend coverage to Bunge
International under Bunge's insurance policies for those types of insurance
coverage consistent with Bunge's own insurance coverage by adding (or
maintaining) Bunge International as a named insured under policy or policies in
question and advancing the applicable premiums necessary to extend such
insurance coverage to Bunge International.

      (v) ACCOUNTING AND FINANCIAL SERVICES: Bunge shall provide to Bunge
International internal audit coordinating and supervising, external audit
arranging and managing and shall assist Bunge International with its periodic
financial reporting requirements pursuant to applicable securities laws, if any.
Bunge shall also provide financial analysis and planning services to Bunge
International, including assistance with corporate budgeting, forecasting,
actuarial services and mergers and acquisitions analysis, together with
assisting Bunge International in executing any mergers, acquisitions or
divestitures that Bunge International undertakes. Bunge shall also maintain the
accounting books and records of Bunge International.

      (vi) TAX SERVICES: Bunge shall provide to Bunge International tax
compliance, reporting and planning services for international, U.S. federal,
state and local tax matters.

      (vii) LEGAL AND REGULATORY SERVICES: Bunge shall provide to Bunge
International certain legal services and assist Bunge International with
regulatory matters before U.S. federal, state and municipal authorities and
foreign authorities.

      (viii) CORPORATE COMMUNICATION SERVICES. Bunge shall provide Bunge
International with corporate communication services support, which shall include
(but not be limited to)
<PAGE>

general communications to the investment community, trade shows and general
corporate media activities, the preparation of any annual reports and letters or
communications to shareholders and assisting in coordinating and preparing
shareholders' meetings.

      (ix) MANAGEMENT INFORMATION SYSTEM SERVICES: Bunge shall provide to Bunge
International certain management information system services, including, but not
limited to, data and voice communication services and networks.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>10
<FILENAME>a2054045zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>

                                                                    Exhibit 10.2

================================================================================



                          REGISTRATION RIGHTS AGREEMENT

                            DATED AS OF JUNE 25, 2001

                                  BY AND AMONG

                                  BUNGE LIMITED

                                       AND

                      THE PARTIES LISTED IN ANNEX A HERETO



================================================================================
<PAGE>

      This Registration Rights Agreement (the "AGREEMENT") is dated as of June
25, 2001 by and among Bunge Limited, a limited liability company incorporated
under the laws of Bermuda (the "COMPANY"), and those parties listed in Annex A
hereto. All parties to this Agreement and any Addendum, with the exception of
the Company, are collectively referred to as the "SHAREHOLDERS."


                                    RECITALS

      WHEREAS, upon the closing of the Company's Initial Public Offering (as
defined herein), the Shareholders will own issued and outstanding common shares
of the Company, par value $0.01 per share ("COMMON SHARES"); and

      WHEREAS, the Company and the Shareholders have entered into this Agreement
for the purpose of designating the registration rights of the Shareholders.

      NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      As used herein, the terms below shall have the following meanings. Any
such term, unless the context otherwise requires, may be used in the singular or
plural, depending upon reference.

      "ADDENDUM" shall have the meaning set forth in Section 8.3(b).

      "ADDITIONAL SHAREHOLDER" shall have the meaning set forth in Section
8.3(b).

      "BOARD" shall mean the Board of Directors of the Company.

      "DEMAND REGISTRATION REQUEST" shall have the meaning set forth in Section
2.1(a).

      "DEMAND REGISTRATION RIGHT" shall have the meaning set forth in Section
2.1.

      "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, and the
rules and regulations promulgated thereunder, as the same may be amended from
time to time.

      "IPO LOCK-UP PERIOD" shall mean the period beginning upon the date of the
final prospectus relating to the Initial Public Offering and ending 180 days
after such date.

      "INDEMNIFIED PARTIES" shall have the meaning set forth in Section 7.1.

      "INITIAL PUBLIC OFFERING" shall mean the initial underwritten offering by
the Company of Common Shares of the Company that is approved by the Board and
registered with the SEC under the Securities Act and after which the Common
Shares are listed on the New York Stock Exchange.

      "MATERIAL TRANSACTION" shall mean a material transaction in which the
Company or any of its subsidiaries proposes to engage or is engaged, including a
purchase or sale of assets or securities, financing, merger, amalgamation,
consolidation, tender offer or other material corporate development, and with
respect to which the Board has reasonably determined in good faith that
compliance with this
<PAGE>

Agreement may reasonably be expected to either (i) materially interfere with the
Company's or such subsidiary's ability to consummate such transaction in a
timely fashion or (ii) require the Company to disclose material, non-public
information or such material corporate development prior to such time as it
would otherwise be required to be disclosed.

      "MAXIMUM OFFERING AMOUNT" shall have the meaning set forth in Section 3.2.

      "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration
effected by preparing and filing a Registration Statement or similar document in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such Registration Statement.

      "REGISTRABLE STOCK" shall mean (i) the Shares owned by the Shareholders as
of the closing date for the Initial Public Offering and (ii) any Shares issued
or issuable with respect to any such shares of Registrable Stock by way of a
stock dividend bonus issue, subdivision or stock split in connection with a
combination or consolidation of shares, recapitalization, merger, amalgamation,
consolidation or other reorganization or otherwise. As to any particular shares
of Registrable Stock that have been issued, such securities shall cease to be
Registrable Stock when (a) a registration statement with respect to the sale of
such Shares shall have become effective under the Securities Act and such
securities shall have been disposed of under such registration statement, (b)
such Shares shall have been sold or distributed to the public or (c) such Shares
shall have ceased to be outstanding.

      "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance with Sections 2.1 and 3.1 of this Agreement,
including without limitation: (i) all SEC and National Association of Securities
Dealers, Inc. registration and filing fees; (ii) all fees and expenses incurred
in connection with complying with state securities or blue sky laws (including
fees and disbursements of counsel for the underwriters in connection with blue
sky qualifications of the securities); (iii) all printing, messenger and
delivery expenses; (iv) all fees and expenses incurred in connection with the
listing of the securities on any securities exchange pursuant to Sections 2.1
and 3.1; (v) the fees and disbursements of counsel for the Company and of its
independent public accountants, including the expenses of any audits and/or
"comfort" letters required by or incident to such performance and compliance;
(vi) the reasonable fees and disbursements of one counsel, other than the
Company's counsel, selected by Shareholders holding a majority of the securities
being registered to represent all the Selling Shareholders in connection with
each registration (it being understood that any Shareholder may, at its own
expense, retain separate counsel to represent it in connection with such
registration); and (vii) the reasonable fees and expenses of any special experts
retained in connection with the requested registration, but excluding Selling
Expenses, if any, incurred by a Selling Shareholder.

      "REGISTRATION STATEMENT" shall mean a registration statement filed with
the SEC pursuant to the Securities Act.

      "SEC" shall mean the U.S. Securities and Exchange Commission.

      "SECURITIES ACT" shall mean the U.S. Securities Act of 1933, and the rules
and regulations promulgated thereunder, as the same may be amended from time to
time.

      "SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions and transfer taxes applicable to the sale of shares of Registrable
Stock by a Selling Shareholder.

      "SELLING SHAREHOLDER" shall mean a Shareholder who sells shares of
Registrable Stock pursuant to the exercise of registration rights granted to
such Shareholder pursuant to Article II or III hereof.


                                       2
<PAGE>

      "SHARES" shall mean the Common Shares of the Company.

                                   ARTICLE II
                             REGISTRATION ON REQUEST

      2.1 DEMAND REGISTRATION. The Shareholders shall have the right to require
the Company, as expeditiously as possible, to use its best efforts to effect the
registration of the shares of Registrable Stock that the Shareholders shall
request, pursuant to a Registration Statement (the "DEMAND REGISTRATION
RIGHTS"), subject to the following limitations:

            (a) such Demand Registration Rights shall be exercised by written
notice to the Company (a "DEMAND REGISTRATION REQUEST");

            (b) the Company shall not be obligated to effect and pay for more
than a total of three (3) registrations pursuant to this Section 2.1;

            (c) any Demand Registration Request may only be made by Shareholders
requesting to sell shares of Registrable Stock that have an aggregate offering
price of at least $100 million, based on the closing market price on the New
York Stock Exchange on the trading day prior to the date of such request;

            (d) the Company shall not be required to file a Registration
Statement to register Shares pursuant to this Section 2.1 until after the
expiration of the IPO Lock-up Period;

            (e) the Company shall not be required to effect a registration
pursuant to this Section 2.1 more than once during any consecutive 12-month
period; and

            (f) the Company shall not be required to effect a registration
pursuant to this Section 2.1 if it is requested pursuant to clause (a) above at
any time after the third anniversary of the expiration of the IPO Lock-up
Period.

            No Shareholder may participate in any underwritten registration
pursuant to this Section 2.1 (or exercise its right to register Shares pursuant
to Section 3.1 with respect to any such registration) unless such Shareholder
(i) agrees to sell its Registrable Stock on the basis provided in any
underwriting arrangement approved by the Company, which approval shall not be
unreasonably withheld and (ii) completes and executes all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

      2.2 PRIORITY IN DEMAND REGISTRATION. If a registration pursuant to this
Article II involves an underwritten offering and the managing underwriter with
respect to such offering advises the Shareholders participating in such
registration that, in its opinion, the number of Shares which the Shareholders
and any other persons intended to be included in such registration exceeds the
largest number of Shares which can be sold in such offering without having an
adverse effect on the offering of Shares, then the Company will include in such
registration such number of shares of Registrable Stock as have been requested
to be included in such registration pursuant to this Article II and Article III
and which, in the opinion of such managing underwriter, can be sold without
having the adverse effect referred to above. The reduced number of Shares shall
be allocated pro rata among the Shareholders participating in the Demand
Registration Request pursuant to Section 2.1 and any Shareholders who have
requested registration of Shares pursuant to Section 3.1, based on the number of
Shares proposed to be


                                       3
<PAGE>

sold by each such Shareholder; PROVIDED, HOWEVER, that the number of Shares to
be included in such registration shall not be reduced unless all other
securities are first excluded entirely from the registration.

                                   ARTICLE III
                             INCIDENTAL REGISTRATION

      3.1 PIGGYBACK REGISTRATION RIGHTS. In connection with any exercise of a
Demand Registration Right and otherwise during the five-year period after the
expiration of the IPO Lock-up Period, each time the Company proposes to register
Shares or equity securities which are convertible into or exchangeable for
Shares under the Securities Act pursuant to a Registration Statement (other than
a registration on Form F-4 or S-8, or any successor or other forms promulgated
for similar purposes), whether or not for sale for its own account, each
Shareholder shall have the right to require the Company to register shares of
Registrable Stock of such Shareholder, subject to the limitations set forth in
Section 3.2. The Company shall give prompt written notice to all Shareholders of
its intention to register Shares or equity securities which are convertible into
or exchangeable for Shares and of the Shareholders' rights under this Section
3.1. Upon the written request of any Shareholder made within 15 days after the
receipt of any such notice (which request shall specify the shares of
Registrable Stock intended to be registered) the Company shall use its best
efforts to effect the registration of such shares of Registrable Stock under the
Securities Act; PROVIDED that, if such registration involves an offering by the
Company of Shares for its own account: (a) if, at any time after giving written
notice of its intention to register any Shares and prior to the effective date
of the Registration Statement filed in connection with such registration, the
Company shall determine for any reason not to proceed with the proposed
registration, the Company may, at its election, give written notice of such
determination to the Shareholders requesting registration pursuant to this
Section 3.1 and thereupon shall be relieved of its obligation to register any
securities in connection with such registration (but not from its obligation to
pay the Registration Expenses in connection therewith), without prejudice,
however, to the rights of any Shareholder to make a Demand Registration Request
under Section 2.1; and (b) if such registration involves an underwritten
offering by the Company, all Shareholders requesting to have shares of
Registrable Stock included in the Company's registration become a party to the
underwriting arrangements agreed to by the Company and the underwriters who
shall have been selected by the Company, on the same terms and conditions as are
applicable to the Company, except for the Company's obligation to pay all
Registration Expenses and any such differences, including those with respect to
indemnification and contribution, as may be customary or appropriate in combined
primary and secondary offerings.

      3.2 PRIORITY IN INCIDENTAL REGISTRATIONS. If a registration pursuant to
this Article III involves an underwritten offering and the managing underwriter
with respect to such offering advises the Company that, in its opinion, the
number of Shares and other securities which the Company, the Shareholders and
any other persons intended to be included in such registration exceeds the
largest number of Shares and other securities which can be sold in such offering
without having an adverse effect on the offering of Shares (including, if
applicable, the price at which the Company proposes to sell Shares or other
securities) (the "MAXIMUM OFFERING AMOUNT"), then the Company will include in
such registration, in the following priority up to the Maximum Offering Amount:
(x) FIRST, all of the Shares or other securities proposed to be registered for
offer and sale by the Company, if any, and (y) SECOND, all of the Registrable
Stock requested to be included in such registration by Shareholders pursuant to
this Article III and any other Shares or other securities which are proposed to
be included in such registration; PROVIDED that the Shares and other securities
shall be allocated, if necessary, pro rata among the Shareholders and the
holders of such other Shares or other securities, on the basis of the relative
number of Shares or other securities each such Shareholder or other holder has
requested to be included in such registration.


                                       4
<PAGE>

                                   ARTICLE IV
                                    EXPENSES

      4.1 EXPENSES. Except as provided in Section 5.1, the Company shall pay all
(and shall promptly reimburse to the Shareholders to the extent they have borne
any) Registration Expenses in connection with each registration of shares of
Registrable Stock requested under this Agreement, regardless of whether the
Registration Statement filed in connection with such registration becomes
effective. Each of the Shareholders requesting the registration of shares of
Registrable Stock shall pay its respective Selling Expenses.

                                    ARTICLE V
                      COMPLIANCE WITH REGISTRATION REQUESTS

      5.1 EFFECTIVE REGISTRATION STATEMENT. A registration requested pursuant to
Articles II or III will be deemed to have been made when the Registration
Statement has become effective and remains effective for the period provided in
Section 6.1(b). Any Shareholder shall be permitted to withdraw from a requested
registration at any time prior to the effectiveness of the Registration
Statement by written notice to the Company. If, however, a Shareholder withdraws
shares of Registrable Stock requested to be registered pursuant to Article III,
such withdrawing Shareholder shall be responsible for reimbursing the Company
for any filing fees incurred by the Company as a consequence of making the
registration on behalf of such withdrawing Shareholder. A registration request
pursuant to Article II shall not be deemed to have been effected if (i) after
the Registration Statement has become effective, it becomes subject to any stop
order, injunction or other order or requirement of the SEC or other governmental
agency or court for any reason that is not lifted or released, other than by
reason of an act or omission by the requesting Shareholders with respect thereto
or (ii) if the closing conditions specified in the underwriting agreement
entered into in connection with such registration are not satisfied, other than
by reason of an act or omission by the requesting Shareholders.

      5.2 MATERIAL TRANSACTION. The Company may delay (i) the filing or
effectiveness of any Registration Statement pursuant to Article II or (ii) for a
period of up to 60 days, the preparation of any amended or supplemental
prospectus pursuant to Section 6.1(e), in each case, if a Material Transaction
exists or is pending at such time. In addition, the Company shall be entitled to
delay the filing of any Registration Statement requested pursuant to Section 2.1
after receipt of a Demand Registration Request if the Company is conducting or
about to conduct an underwritten public offering in which the Shareholders are
entitled to join pursuant to Section 3.1.

      In the case of any such delay, the time periods referred to in Article II
and Article III shall be tolled during the period of time of any such delay in
filing any Registration Statement or furnishing any amended or supplemental
prospectus.

      If the Company delays the filing of any registration statement or the
furnishing of any amended or supplemental prospectus, it shall so notify each
Shareholder participating in the registration, indicating that a Material
Transaction is pending and the anticipated delay. No Shareholder shall request a
registration pursuant to Article II until, pursuant to the immediately following
paragraph, the Company has notified the Shareholder that the applicable Material
Transaction has been publicly disclosed by the Company or has not materialized.

      If the Company delays the filing of any registration statement or the
furnishing of any amended or supplemental prospectus pursuant to this Section
5.2 and such Material Transaction is subsequently


                                       5
<PAGE>

publicly disclosed by the Company or does not materialize, the Company shall
promptly notify the Shareholders participating in the registration of such fact
and any Shareholder may exercise any right that it may have to request a
registration pursuant to Article II immediately following its receipt of such
notice.

      The Company may not delay the filing of any registration statement
pursuant to this Section 5.2 for more than an aggregate of 180 days in any
consecutive12-month period and the suspension of the filing of any registration
statement pursuant to this Section 5.2 shall not prejudice any right that the
Shareholder may have to request that the Company effect the registration of the
Shareholder's Registrable Stock pursuant to Article II hereto at a later date.

                                   ARTICLE VI
                             REGISTRATION PROCEDURES

      6.1 If and whenever the Company is required to use its best efforts to
effect or cause the registration of Shares under the Securities Act as provided
in this Agreement, the Company shall, as expeditiously as possible:

            (a) prepare and file with the SEC a Registration Statement with
respect to such Shares on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate, and use its best efforts to
cause such Registration Statement to become effective; PROVIDED that before
filing such Registration Statement, the Company will furnish to the counsel
selected by the holders of Registrable Stock which are to be included in such
registration copies of all such documents proposed to be filed, which documents
will be subject to the prompt review of such counsel;

            (b) prepare and file with the SEC such amendments and supplements to
such Registration Statement and the prospectus used in connection therewith as
may be necessary to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement and use its best efforts to cause such registration statement to
become and remain effective until the earlier of (i) the sale of all such
Registrable Stock, or, in the case of an underwritten offering, until each
underwriter has completed the distribution of all Registrable Stock included in
such offering and (ii) three months after the effective date of such
registration statement;

            (c) furnish to each Selling Shareholder such number of copies of the
Registration Statement and of each amendment and supplement thereto (in each
case including all exhibits), the prospectus included in the Registration
Statement (including each preliminary prospectus and any amendments or
supplements thereto) and such other documents as such Shareholder may reasonably
request;

            (d) use its best efforts to register or qualify such Shares covered
by such Registration Statement under such other state securities or blue sky
laws of such jurisdictions within the United States and its possessions and
territories as shall be reasonably appropriate for the distribution of the
Shares covered by the Registration Statement, PROVIDED, HOWEVER, that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction where, but for the
requirements of this Section 6.1(d), it would not be obligated to be so
qualified, to subject itself to taxation in any such jurisdiction or to consent
to general service of process in any such jurisdiction;

            (e) promptly notify each Shareholder of any Shares covered by such
Registration Statement, (i) when the Registration Statement and any amendment or
supplement has been filed and, in


                                       6
<PAGE>

the case of the Registration Statement or post-effective amendment, declared
effective, (ii) of the issuance of any order suspending the effectiveness of a
Registration Statement (and the Company shall use its best efforts to obtain the
withdrawal of any such order at the earliest practicable time) and (iii) at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act, of the Company's becoming aware that the prospectus included in
such Registration Statement, as then in effect, includes or may include an
untrue statement of a material fact or omits or may omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing, and at the
request of any such Shareholder, prepare and furnish to such Shareholder a
reasonable number of copies of an amended or supplemental prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Shares,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;

            (f) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC, and make available to the Shareholders, as
soon as reasonably practicable (but not more than eighteen months) after the
effective date of the Registration Statement, an earnings statement which shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules and
regulations promulgated thereunder;

            (g) furnish, at the written request of any Holder requesting
registration pursuant to Article II, a "comfort letter" from the Company's
independent public accountants in customary form and covering such matters with
respect to such Registration Statement as are customarily covered in such
letters as the managing underwriter or the Shareholders holding a majority of
the Registrable Stock included in such registration, as the case may be, may
reasonably request;

            (h) use its best efforts to list the Registrable Stock covered by
such Registration Statement on any securities exchange on which the Shares are
then listed;

            (i) enter into and perform its obligations under such customary
agreements (including an underwriting agreement in customary form) and take such
other actions as are reasonably required in order to expedite or facilitate the
disposition of such Shares, including, without limitation, in the case of an
underwritten demand registration, participating in meetings with potential
investors or securities analysts (including "road shows"); and

            (j) coordinate with the Selling Shareholders in the preparation of
material regarding such Shareholder, which in the reasonable judgment of such
Shareholder and its counsel should be included in such Registration Statement.

            The Company may require as a condition precedent to the obligations
of the Company to take any action pursuant to this Agreement that each
Shareholder for which a registration is being effected furnish the Company with
such information regarding such Shareholder (pertinent to the disclosure
requirements relating to the registration and the distribution of such Shares)
and the Registrable Stock held by it as the Company may from time to time
reasonably request.

                                   ARTICLE VII
                                 INDEMNIFICATION

      7.1 INDEMNIFICATION BY THE COMPANY. In the event of any registration of
any Shares under the Securities Act pursuant to Article II or III, the Company
shall indemnify and hold harmless each Shareholder of shares of Registrable
Stock covered by such registration, each of its directors, officers,


                                       7
<PAGE>

employees, agents, and each person, if any, who controls such Shareholder
within the meaning of the Securities Act (and the directors, officers,
employees and agents of each such controlling person) (collectively, the
"INDEMNIFIED PARTIES"), against any and all losses, claims, damages or
liabilities, joint or several, and expenses to which such Indemnified Party
may become subject to under the Securities Act or the Exchange Act or other
applicable law, insofar as such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof, whether or not such Indemnified
Party is a party thereto) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in any
Registration Statement under which such Shares were registered under the
Securities Act, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements made therein, in the light of the
circumstances under which they were made, not misleading; and the Company
will reimburse such Indemnified Party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any
such loss, claim, damage, liability, action or proceeding; PROVIDED that the
Company shall not be liable to any Indemnified Party in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
such Registration Statement, any such preliminary, final or summary
prospectus, or any amendment or supplement thereto in reliance upon and in
conformity with written information with respect to such Indemnified Party
furnished to the Company by such Indemnified Party expressly for use in the
preparation thereof. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Shareholder or
any Indemnified Party and shall survive the transfer of such Shares by such
Shareholder.

      7.2 INDEMNIFICATION BY THE SHAREHOLDERS. Each Shareholder requesting or
joining in a registration severally and not jointly shall indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section 7.1)
the Company and each other Shareholder requesting or joining in a registration,
and any of their respective directors, officers, employees, agents and
controlling persons (and the directors, officers employees and agents of each
such controlling person), with respect to any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement
under which such Shares were registered under the Securities Act, or any
preliminary, final or summary prospectus contained therein, or any amendment
or supplement thereto or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements made therein, in the light of the circumstances under which they
were made, not misleading, if and to the extent such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information with respect to such Shareholder
furnished to the Company by such Shareholder expressly for use in the
preparation of such Registration Statement, preliminary, final or summary
prospectus or amendment or supplement; PROVIDED that no Shareholder shall be
liable pursuant to this Section 7.2 for any amount in excess of the net
proceeds received by such Shareholder from the sale of Shares covered by the
Registration Statement giving rise to the claim for indemnification. Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any of the Shareholders,
or any of their respective directors, officers, employees, agents or
controlling persons and shall survive the transfer of such Shares by such
Shareholder.

      7.3 NOTICES OF CLAIMS, ETC. Promptly after receipt by an Indemnified Party
hereunder of written notice of the commencement of any action or proceeding with
respect to which a claim for indemnification may be made pursuant to this
Article VII, such Indemnified Party will, if a claim in respect thereof is to be
made against an Indemnifying Party, give written notice to the latter of the
commencement of such action; PROVIDED that the failure of the Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under Section 7.1 or 7.2, except to the extent that the
Indemnifying Party is actually materially prejudiced by such failure to give
notice. Except as provided below, in case any such action is brought against an
Indemnified Party, the


                                       8
<PAGE>

Indemnifying Party will be entitled to participate in and to assume the defense
thereof, jointly with any other Indemnifying Party similarly notified, to the
extent that it may wish, with counsel reasonably satisfactory to such
Indemnified Party. After notice from the Indemnifying Party to such Indemnified
Party of its election so to assume the defense thereof, the Indemnifying Party
will not be liable to such Indemnified Party for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof other
than reasonable costs of investigation. If the Indemnified Party has been
advised by counsel that having common counsel would result in a conflict of
interest between the interests of such indemnified and indemnifying parties,
then such Indemnified Party may employ separate counsel reasonably acceptable to
the Indemnifying Party to represent or defend such Indemnified Party in such
action, it being understood, however, that the Indemnifying Party shall not be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys at any time for all such Indemnified Parties (and not more than one
separate firm of local counsel at any time for all such Indemnified Parties) in
such action. No Indemnifying Party will consent to entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party of a release
from all liability in respect of such claim or litigation.

      7.4 CONTRIBUTION. If recovery is not available under the foregoing
indemnification provisions of this Article VII for any reason, the parties
entitled to indemnification by the terms thereof shall be entitled to
contribution for liabilities and expenses. In determining the amount of
contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by each party from the offering of the
Shares (taking into account the portion of the proceeds realized by each),
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or the Indemnified Party, the parties' relative knowledge and
access to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any misstatement or omission
and any other equitable considerations appropriate under the circumstances.

      The Company and the Shareholders agree that it would not be just and
equitable if contribution pursuant to this Section 7.4 were determined by pro
rata allocation (even if the sellers of Shares were treated as one entity for
such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an Indemnified Party as a result of the
liabilities and expenses referred to in the immediately preceding paragraph
shall be deemed to include any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Article VII, no Selling
Shareholder shall be required to contribute any amount in excess of the net
proceeds received by such Selling Shareholder from the sale of Shares covered by
the Registration Statement giving rise to the claim for contribution. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

      7.5 NON-EXCLUSIVITY. The obligations of the parties under this Article VII
shall be in addition to any liability that any party may otherwise have to any
other party.

                                  ARTICLE VIII
                                  MISCELLANEOUS

      8.1 NOTICES. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall
be deemed to have been duly given when received, if personally delivered; when
transmitted, if transmitted by telecopy, electronic or digital transmission
method; the day after it is sent, if sent for next day delivery to a domestic
address by a


                                       9
<PAGE>

recognized overnight delivery service (e.g., Federal Express); and upon receipt,
if sent by registered or certified mail (or any substantially similar form of
mail), postage prepaid and return receipt requested. In each case notice shall
be sent to:

      If to the Company addressed to:

      Bunge Limited
      50 Main Street
      White Plains, NY 10606
      Attention:  Chief Financial Officer

      With copies to:

      Shearman & Sterling
      599 Lexington Avenue
      New York, NY 10022
      Attention: Andrew B. Janszky

      If to any Shareholder, to such Shareholder at the address indicated in
Annex A hereto or on the relevant Addendum. Changes in notice addresses may be
made by a notice delivered to the Company pursuant to this Section 8.1.

      8.2 SEVERABILITY. In the event that any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, then to the maximum extent permitted by
law, such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement.

      8.3 ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS; ADDITIONAL SHAREHOLDERS.

            (a) This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, of the parties. This Agreement may not be terminated or amended except
by an instrument in writing signed by the Company and Shareholders holding at
least 66% of the outstanding shares of Registrable Stock; PROVIDED that any
amendment that expressly alters the rights of any Shareholder differently from
other Shareholders shall require the consent of such affected Shareholder. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver unless otherwise expressly
provided.

            (b) Additional Shareholders (each, an "ADDITIONAL SHAREHOLDER") may
be added to this Agreement upon execution of an Addendum to this Agreement (an
"ADDENDUM"), a form of which is attached hereto as Annex B. Upon the execution
of an Addendum by such Additional Shareholder, the Company shall revise Annex A
accordingly.

      8.4 SUCCESSORS, ASSIGNS AND TRANSFEREES. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal
representatives, heirs, legatees, successors and any party to which any
Shareholder has transferred or sold its shares of Registrable Stock who becomes
an Additional Shareholder pursuant to Section 8.3(b). Except as provided herein,
each transferee of Shares from a party hereto shall take such Shares subject to
the same restrictions, if any, as existed in the hands of the transferor.


                                       10
<PAGE>

      8.5 CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND THE
RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

      8.6 JURISDICTION; WAIVERS. Each of the parties hereby irrevocably and
unconditionally:

            (a) submits for itself and its property in any legal suit, action or
proceeding relating to this Agreement or transaction contemplated hereby, or for
recognition and enforcement of any judgment in respect thereof, to the
non-exclusive jurisdiction of the Courts of the State of New York sitting in the
County of New York or the United States District Court for the Southern District
of New York and appellate courts having jurisdiction of appeals in such courts,
and each of the parties hereto irrevocably and unconditionally agrees that all
claims in respect of any such suit, action, or proceeding may properly be heard
and determined in such New York State court or, to the extent permitted by law,
in such federal court;

            (b) consents that any such suit, action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue or jurisdiction or any such action or proceeding in such court or that
such action or proceeding was brought in an inconvenient forum and agrees not to
plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to such party in its
address as provided in Section 8.1 hereof;

            (d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by New York law; and

            (e) agrees that this Agreement has been entered into in the State of
New York and shall be performed in part in the State of New York.

      8.7 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

      8.8 FURTHER ASSURANCES. Each of the parties shall execute and deliver such
further instruments and documents and take such further actions as may be
reasonably required or desirable to carry out the provisions hereof and the
transactions contemplated hereby.

      8.9 NO INCONSISTENT AGREEMENTS. Without the prior written consent of the
Shareholders holding at least 66% of the outstanding shares of Registrable
Stock, the Company will not, on or after the date of this Agreement, enter into
any agreement with respect to its securities which is inconsistent with the
rights granted in this Agreement or otherwise conflicts with the provisions
hereof, other than any lock-up agreement with the underwriters in connection
with any registered offering effected hereunder, pursuant to which the Company
shall agree not to register for sale, and the Company shall agree not to sell or
otherwise dispose of, Shares or any securities convertible into or exercisable
or exchangeable for Shares, for a specified period following the registered
offering.

      8.10 NO MORE FAVORABLE TERMS. The Company shall not grant any registration
rights to any person, including the Shareholders, that are senior to or more
favorable to such person than the rights granted hereunder to the Shareholders.


                                       11
<PAGE>

      8.11 CUMULATIVE REMEDIES. All rights and remedies of each party hereto are
cumulative of each other and of every other right or remedy such party may
otherwise have at law or in equity, and the exercise of one or more rights or
remedies shall not prejudice or impair the concurrent or subsequent exercise of
other rights or remedies.

      8.12 HEADINGS. The titles, captions or headings of the Articles and
Sections herein are for convenience of reference only and are not intended to be
a part of or to affect the meaning or interpretation of this Agreement.

      8.13 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


                                       12
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first written above.


                                    BUNGE LIMITED


                                    By:
                                       ---------------------------
                                       Name:
                                       Title:


                                       13
<PAGE>


                                    Print Name of Shareholder:
                                                              ------------------

                                    Address:
                                            ------------------------------------


                                    --------------------------------------------

                                    Signed:
                                           -------------------------------------
                                           Title (if applicable):


                                       14
<PAGE>

                                     ANNEX A
                           SHAREHOLDERS AND ADDRESSES
<PAGE>

                                                                         ANNEX B


                                   ADDENDUM TO
                          REGISTRATION RIGHTS AGREEMENT


      ADDENDUM, dated as of ___________ __, ____, by and between Bunge Limited
(the "Company") and the party listed on the signature page hereto (the
"Additional Shareholder").

      WHEREAS, the Company and the parties listed in Annex A of the Registration
Rights Agreement, dated as of June 25, 2001 (the "Agreement"), entered into the
Agreement for the purpose of regulating the registration rights of the
Shareholders party to the Agreement;

      [Insert additional recitals, if appropriate, relating to the Additional
Shareholder.]

      NOW THEREFORE, in consideration of the covenants herein contained, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is mutually agreed by the parties as follows:

      1. DEFINITIONS. Defined terms used herein and not otherwise defined shall
have the meanings set forth in the Agreement.

      2. ADDITIONAL PARTY TO THE AGREEMENT. Pursuant to Section 8.3(b) of the
Agreement, the Company hereby agrees that the Additional Shareholder is, and the
Additional Shareholder hereby agrees to be, a party to the Agreement as a
Shareholder.

      3. COUNTERPARTS. This Addendum may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

      4. [If applicable - Modifications to Agreement.]
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
duly executed by their respective authorized officers as of the date first
written above.


                                    BUNGE LIMITED


                                    By:
                                       --------------------------------
                                       Name:
                                       Title:
<PAGE>

                                    Print Name of Shareholder:
                                                              ------------------

                                    Address:
                                            ------------------------------------


                                    --------------------------------------------

                                    Signed:
                                           -------------------------------------
                                           Title (if applicable):


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>11
<FILENAME>a2054045zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

<PAGE>

                                                                    Exhibit 10.3

--------------------------------------------------------------------------------

                               BUNGE MASTER TRUST


                                POOLING AGREEMENT


                                      Among


                               BUNGE FUNDING, INC.


                        BUNGE MANAGEMENT SERVICES, INC.,
                                   as Servicer


                                       and


                            THE CHASE MANHATTAN BANK,
                                   as Trustee



                           Dated as of August 25, 2000

--------------------------------------------------------------------------------
<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----


ARTICLE I
      DEFINITIONS............................................................1

      SECTION 1.01.    Definitions...........................................1
      SECTION 1.02.    Other Definitional Provisions.........................1


ARTICLE II
      CONVEYANCE OF  LOANS; REPRESENTATIONS,
      WARRANTIES AND COVENANTS...............................................3

      SECTION 2.01.    Conveyance of Loans...................................3
      SECTION 2.02.    Acceptance by Trustee.................................6
      SECTION 2.03.    Representations and Warranties of the
                       Company Relating to the Company.......................6
      SECTION 2.04.    Representations and Warranties of the
                       Company Relating to the Purchased Loans..............10
      SECTION 2.05.    Adjustment Payment for Ineligible Loans..............11
      SECTION 2.06.    Affirmative Covenants of the Company.................12
      SECTION 2.07.    Negative Covenants of the Company....................16


ARTICLE III
      RIGHTS OF HOLDERS AND ALLOCATION AND
      APPLICATION OF COLLECTIONS............................................19

      SECTION 3.01.    Establishment of Collection Account;
                       Certain Allocations..................................19


ARTICLE IV
      ARTICLE IV IS RESERVED AND MAY BE SPECIFIED IN
      ANY SUPPLEMENT WITH RESPECT TO THE SERIES
      RELATING THERETO......................................................25


ARTICLE V
      THE INVESTOR CERTIFICATES AND EXCHANGEABLE
      COMPANY INTEREST......................................................25

      SECTION 5.01.    The Investor Certificates............................25
      SECTION 5.02.    Authentication of Certificates.......................26
      SECTION 5.03.    Registration of Transfer and Exchange of
                       Investor Certificates................................26
<PAGE>

      SECTION 5.04.    Mutilated, Destroyed, Lost or Stolen Investor
                       Certificates.........................................28
      SECTION 5.05.    Persons Deemed Owners................................28
      SECTION 5.06.    Appointment of Paying Agent..........................29
      SECTION 5.07.    Access to List of Investor Certificateholders'
                       Names and Addresses..................................30
      SECTION 5.08.    Authenticating Agent.................................30
      SECTION 5.09.    Tax Treatment........................................32
      SECTION 5.10.    Exchangeable Company Interest........................32
      SECTION 5.11.    Book-Entry Certificates..............................35
      SECTION 5.12.    Notices to Clearing Agency...........................36
      SECTION 5.13.    Definitive Certificates..............................36


ARTICLE VI
      OTHER MATTERS RELATING TO THE COMPANY.................................36

      SECTION 6.01.    Liability of the Company.............................36
      SECTION 6.02.    Limitation on Liability of the Company...............37


ARTICLE VII
      EARLY AMORTIZATION EVENTS.............................................37

      SECTION 7.01.    Early Amortization Events............................37
      SECTION 7.02.    Additional Rights upon the Occurrence of
                       Certain Events.......................................38


ARTICLE VIII
      THE TRUSTEE...........................................................40

      SECTION 8.01.    Duties of Trustee....................................40
      SECTION 8.02.    Rights of the Trustee................................42
      SECTION 8.03.    Trustee Not Liable for Recitals......................43
      SECTION 8.04.    Trustee May Own Investor Certificates................44
      SECTION 8.05.    Trustee's Fees and Expenses..........................44
      SECTION 8.06.    Eligibility Recitals.................................44
      SECTION 8.07.    Resignation or Removal of Trustee....................45
      SECTION 8.08.    Successor Trustee....................................46
      SECTION 8.09.    Merger or Consolidation of Trustee...................46
      SECTION 8.10.    Appointment of Co-Trustee or Separate
                       Trustee..............................................46
      SECTION 8.11.    Tax Returns..........................................48
      SECTION 8.12.    Trustee May Enforce Claims Without
                       Possession of Investor Certificates..................48
      SECTION 8.13.    Suits for Enforcement................................49
      SECTION 8.14.    Rights of Investor Certificateholders To Direct
                       Trustee..............................................49


                                       ii
<PAGE>

      SECTION 8.15.    Representations and Warranties of Trustee............49
      SECTION 8.16.    Maintenance of Office or Agency......................50
      SECTION 8.17.    Limitation of Liability..............................50
      SECTION 8.18.    Consequential Damages................................50


ARTICLE IX
      TERMINATION...........................................................50

      SECTION 9.01.    Termination of Trust.................................50
      SECTION 9.02.    Optional Purchase and Final Termination Date
                       of Investor Certificates of Any Series...............51
      SECTION 9.03.    Final Payment with Respect to Any Series.............53
      SECTION 9.04.    Company's Termination Rights.........................54


ARTICLE X
      MISCELLANEOUS PROVISIONS..............................................54

      SECTION 10.01.   Amendment............................................54
      SECTION 10.02.   Protection of Right, Title and Interest to
                       Trust................................................56
      SECTION 10.03.   Limitation on Rights of Holders......................57
      SECTION 10.04.   Governing Law........................................58
      SECTION 10.05.   Notices..............................................58
      SECTION 10.06.   Severability of Provisions...........................58
      SECTION 10.07.   Assignment...........................................58
      SECTION 10.08.   Investor Certificates Nonassessable and Fully
                       Paid.................................................58
      SECTION 10.09.   Further Assurances...................................59
      SECTION 10.10.   No Waiver; Cumulative Remedies.......................59
      SECTION 10.11.   Counterparts.........................................59
      SECTION 10.12.   Third-Party Beneficiaries............................59
      SECTION 10.13.   Actions by Investor Certificateholders...............59
      SECTION 10.14.   Merger and Integration...............................60
      SECTION 10.15.   Headings.............................................60
      SECTION 10.16.   No Setoff............................................60
      SECTION 10.17.   No Bankruptcy Petition...............................60
      SECTION 10.18.   Limitation of Liability..............................60
      SECTION 10.19.   Certain Information..................................61
      SECTION 10.20.   Responsible Officer Certificates; No Recourse........61
      SECTION 10.21.   Chase Conflict Waiver................................61


                                    EXHIBITS

Exhibit A   Internal Operating Procedures Memorandum


                                      iii
<PAGE>

                                    SCHEDULES

Schedule 1  Daily Report
Schedule 2  Identification of the Trust Accounts
Schedule 3  Location of Chief Executive Office and Jurisdiction of Formation of
            the Company


                                      ANNEX

Annex X  Definitions


                                       iv
<PAGE>

            POOLING AGREEMENT dated as of August 25, 2000 among BUNGE FUNDING,
INC., a Delaware corporation (the "COMPANY"), BUNGE MANAGEMENT SERVICES, INC., a
Delaware corporation (in its capacity as servicer, the "SERVICER"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, not in its individual
capacity, but solely as trustee (in such capacity, the "TRUSTEE").


                              W I T N E S S E T H:

            WHEREAS, as of the date of this Pooling Agreement, (i) the Company
and Bunge Finance and Bunge Finance North America, each as Sellers, have entered
into a Sale Agreement (as amended, supplemented or otherwise modified from time
to time, the "SALE AGREEMENT") and (ii) the Company, the Servicer and the
Trustee have entered into a Servicing Agreement (as amended, supplemented or
otherwise modified from time to time, the "SERVICING AGREEMENT");

            WHEREAS, the parties hereto have entered into this Pooling Agreement
in order to create a master trust to which the Company will transfer all its
right, title and interest in, to and under the Purchased Loans and other Trust
Assets now or hereafter owned by the Company and such master trust shall, from
time to time at the direction of the Company (or the Servicer on its behalf),
issue one or more Series of Investor Certificates, representing interests in the
Purchased Loans and such other Trust Assets as specified in the Supplement
related to such Series;

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01. DEFINITIONS. Capitalized terms used herein shall,
unless otherwise defined or referenced herein, have the meanings assigned to
such terms in Annex X attached hereto which Annex X is incorporated by reference
herein.

            SECTION 1.02. OTHER DEFINITIONAL PROVISIONS.

                (a) All terms defined or incorporated by reference in this
        Agreement, the Servicing Agreement or in any Supplement shall have such
        defined meanings when used in any certificate or other document made or
        delivered pursuant hereto unless otherwise defined therein.
<PAGE>

                (b) As used herein and in any certificate or other document made
        or delivered pursuant hereto or thereto, accounting terms not defined
        herein or incorporated by reference herein, and accounting terms partly
        defined herein or incorporated by reference herein to the extent not
        defined, shall have the respective meanings given to them under GAAP. To
        the extent that the definitions of accounting terms herein or
        incorporated by reference herein are inconsistent with the meanings of
        such terms under GAAP, the definitions contained herein or incorporated
        by reference herein shall control.

                (c) The words "hereof", "herein" and "hereunder" and words of
        similar import when used in this Agreement shall refer to this Agreement
        as a whole and not to any particular provision of this Agreement; and
        Section, subsection, Schedule, Exhibit and Appendix references contained
        in this Agreement are references to Sections, subsections, Schedules,
        Exhibits and Appendices in or to this Agreement unless otherwise
        specified.

                (d) The definitions contained herein or incorporated by
        reference herein are applicable to the singular as well as the plural
        forms of such terms and to the masculine as well as to the feminine and
        neuter genders of such terms.

                (e) Where a definition contained herein or incorporated by
        reference herein specifies that such term shall have the meaning set
        forth in the related Supplement, the definition of such term set forth
        in the related Supplement may be preceded by a prefix indicating the
        specific Series or Class to which such definition shall apply.

                (f) Where reference is made in this Agreement or any related
        Supplement to the principal amount of Purchased Loans, such reference
        shall, unless explicitly stated otherwise, be deemed a reference to the
        Principal Amount (as such term is defined in Annex X attached hereto) of
        such Purchased Loans.

                (g) Any reference herein or in any other Transaction Document to
        a provision of the Bankruptcy Code, Code, ERISA, 1940 Act or the UCC
        shall be deemed a reference to any successor provision thereto.

                (h) Any reference herein to a Schedule, Exhibit or Appendix to
        this Agreement shall be deemed to be a reference to such Schedule,
        Exhibit or Appendix as it may be amended, modified or supplemented from
        time to time to the extent that such Schedule, Exhibit or Appendix may
        be amended, modified or supplemented (or any term or provision of any
        Transaction Document may be amended that would have the effect of
        amending, modifying or supplementing information contained in such
        Schedule, Exhibit or Appendix) in compliance with the terms of the
        Transaction Documents.

                (i) Any reference herein to any representation, warranty or
        covenant "deemed" to have been made is intended to encompass only
        representations, warranties or covenants that are expressly stated to be
        repeated on or as of dates following the execution and delivery of this
        Agreement, and no such reference shall be interpreted as a


                                       2
<PAGE>

        reference to any implicit, inferred, tacit or otherwise unexpressed
        representation, warranty or covenant.

            (j) The words "include", "includes" or "including" shall be
interpreted as if followed, in each case, by the phrase "without limitation".

                                   ARTICLE II

                                  CONVEYANCE OF
                             LOANS; REPRESENTATIONS,
                            WARRANTIES AND COVENANTS

            SECTION 2.01. CONVEYANCE OF LOANS.

                (a) By execution and delivery of this Agreement, the Company
        does hereby assign, set over and otherwise convey to the Trust on the
        Effective Date and from time to time on any Business Day on which the
        Servicer delivers a Daily Report to the Trustee, for the benefit of the
        Holders, without recourse (except as specifically provided herein), all
        its present and future right, title and interest in, to and under:

                        (i) the Purchased Loans acquired by the Company from the
                Sellers from time to time prior to but not including the Trust
                Termination Date as indicated in the Daily Report delivered to
                the Trustee on the Effective Date or such Business Day;

                        (ii) the Related Property;

                        (iii) all Collections;

                        (iv) all rights (including rescission, replevin or
                reclamation) relating to any Purchased Loan or arising
                therefrom;

                        (v) each of the Sale Agreement and the Servicing
                Agreement, including in respect of each agreement, (A) all
                rights of the Company to receive monies due and to become due
                under or pursuant to such agreement, whether payable as fees,
                expenses, costs or otherwise, (B) all rights of the Company to
                receive proceeds of any insurance, indemnity, warranty or
                guaranty with respect to such agreement, (C) claims of the
                Company for damages arising out of or for breach of or default
                under such agreement, (D) the right of the Company to amend,
                waive or terminate such agreement, to perform thereunder and to
                compel performance and otherwise exercise all remedies
                thereunder and (E) all other rights, remedies, powers,
                privileges and claims of the Company under or in connection with
                such agreement (whether arising pursuant to such agreement or
                otherwise available to the Company at law or in equity),
                including the rights of


                                       3
<PAGE>

                the Company to enforce such agreement and to give or withhold
                any and all consents, requests, notices, directions, approvals,
                extensions or waivers under or in connection therewith (all of
                the foregoing set forth in subclauses (v) (A) through (E),
                inclusive, the "TRANSFERRED AGREEMENTS");

                        (vi) the Collection Account, including (A) all funds and
                other evidences of payment held therein and all certificates and
                instruments, if any, from time to time representing or
                evidencing the Collection Account or any funds and other
                evidences of payment held therein, (B) all investments of such
                funds held in the Collection Account and all certificates and
                instruments from time to time representing or evidencing such
                investments, (C) all notes, certificates of deposit and other
                instruments from time to time hereafter delivered or transferred
                to, or otherwise possessed by, the Trustee for and on behalf of
                the Company in substitution for the then existing Collection
                Account and (D) all interest, dividends, cash, instruments and
                other property from time to time received, or otherwise
                distributed in respect of or in exchange for the then existing
                Collection Account; and

                        (vii) all proceeds of or payments in respect of any and
                all of the foregoing clauses (i) through (vi) (including
                proceeds that constitute property of the types described in
                clause (vi) above and including Collections).

Such property described in the foregoing clauses (i) through (vii), together
with all investments and all monies on deposit in any other bank account or
accounts maintained for the benefit of any Holders for payment to the Holders
shall constitute the assets of the Trust (collectively, the "TRUST ASSETS").

            Subject to SECTION 5.09, although it is the intent of the parties to
this Agreement that the conveyance of the Company's right, title and interest
in, to and under the Purchased Loans and the other Trust Assets pursuant to this
Agreement shall constitute a purchase and sale and not a loan, in the event that
such conveyance is deemed to be a loan, the Company hereby grants to the Trustee
for the benefit of the Holders to secure the Company Obligations a perfected
first priority security interest in all of the Company's present and future
right, title and interest in, to and under the Purchased Loans and the other
Trust Assets, and that this Agreement shall be deemed to constitute a security
agreement under applicable law in favor of the Trustee, for the benefit of the
Investor Certificateholders.

                (b) The assignment, setover and conveyance to the Trust pursuant
        to SUBSECTION 2.01(A) shall be made to the Trustee, on behalf of the
        Trust, and each reference in this Agreement to such assignment, setover
        and conveyance shall be construed accordingly. In connection with the
        foregoing assignment, the Company and the Servicer agree to deliver to
        the Trustee each Trust Asset evidencing a Purchased Loan or any Related
        Property with respect thereto (including any original document or
        instrument necessary to effect or to perfect such assignment) in which
        the transfer of an interest is being perfected under the relevant UCC or
        otherwise by possession and not by filing a


                                       4
<PAGE>

        financing statement or similar document. Without limiting the generality
        of the foregoing sentence, the Company and the Servicer agree to deliver
        or cause to be delivered to the Trustee an original of (i) any
        promissory note or other instrument, including but not limited to each
        Loan Note, evidencing a Purchased Loan sold to the Trust (endorsed to
        the order of the Trustee for the benefit of the Holders) and (ii) any
        chattel paper evidencing a Purchased Loan sold to the Trust (endorsed to
        the order of the Trustee for the benefit of the Holders).

            Notwithstanding the assignment of the Transferred Agreements set
forth in SUBSECTION 2.01(A), the Company does not hereby assign or delegate any
of its duties or obligations under the Sale Agreement to the Trust or the
Trustee, and neither the Trust nor the Trustee accepts such duties or
obligations, and the Company shall continue to have the right and the obligation
to purchase Eligible Loans sold by the Sellers thereunder from time to time and
to consummate the other transactions and take any actions contemplated thereby.
The foregoing assignment, set-over and conveyance does not constitute and is not
intended to result in a creation or an assumption by the Trust, the Trustee, any
Investor Certificateholder or the Company, in its capacity as a Holder, of any
obligation of the Servicer, the Company, the Sellers, or any other Person in
connection with the Purchased Loans or under any agreement or instrument
relating thereto, including, without limitation, any obligation to any Obligor.

            In connection with such assignment, the Company agrees to record and
file, or cause to be recorded or filed, at its own expense, any financing
statements or other similar filings (and continuation statements with respect to
such financing statements or other similar filings when applicable), (i) with
respect to the Purchased Loans and (ii) with respect to any other Trust Assets
for which a security interest may be perfected under the relevant UCC or other
applicable laws, legislation or similar statute by such filing, in each case
meeting the requirements of applicable law in such manner and in such
jurisdictions as are necessary to perfect and maintain perfection of the
assignment of the Purchased Loans and such other Trust Assets (excluding
returned merchandise) to the Trust, and to deliver a file-stamped copy or
certified statement of such financing statement (or other similar filing) or
other evidence of such filing to the Trustee on or prior to the date of issuance
of any Investor Certificates or the Exchangeable Company Interest. Until the
termination of this Agreement, the Company and the Servicer hereby irrevocably
authorizes the Trustee to file one or more financing or continuation statements
(or other similar filing), and amendments thereto, relative to all or any part
of the Purchased Loans and the other Loan Assets sold or to be sold by the
Company without the signature of the Company to the extent permitted by
applicable law. Notwithstanding the immediately preceding sentence, the Trustee
shall be under no obligation whatsoever to file such financing statement (or
other similar filing), or a continuation statement to such financing statement
(or other similar filing), or to make any other filing under the UCC or other
applicable laws, legislation or similar statute in connection with such
transfer. The Trustee shall be entitled to conclusively rely on the filings (or
other similar filings) made by or on behalf of the Company without any
independent investigation and the Company's obligation to make such filings as
evidence that such filings have been made.


                                       5
<PAGE>

            In connection with such assignment, the Company further agrees, at
its own expense, on each Loan Purchase Date, (a) to cause the Servicer to
indicate, in the Servicer's computer files maintained on behalf of the Company
containing the master database of Purchased Loans and to cause (or cause the
Servicer to cause) each Seller to indicate in its records containing its master
database of Purchased Loans, that Purchased Loans have been conveyed to the
Company or the Trust, as the case may be, pursuant to the Sale Agreement or this
Agreement, respectively, for the benefit of the Holders and (b) to deliver or
transmit or cause the Servicer on behalf of the Company to deliver or transmit
to the Trustee a Daily Report containing at least the information specified in
Schedule 1 as to all Purchased Loans, as of each related Loan Purchase Date.

            SECTION 2.02. ACCEPTANCE BY TRUSTEE.

                (a) The Trustee hereby acknowledges its acceptance on behalf of
        the Trust of all right, title and interest in, to and under the
        property, now existing and hereafter created, assigned to the Trust
        pursuant to SECTION 2.01 and declares that it shall maintain such right,
        title and interest, upon the trust herein set forth, for the benefit of
        all Holders. The Trustee shall maintain a copy of each Monthly
        Settlement Statement and Daily Report, as delivered from time to time,
        at the Corporate Trust Office.

                (b) The Trustee shall have no power to create, assume or incur
        indebtedness or other liabilities in the name of the Trust other than as
        contemplated in this Agreement.

            SECTION 2.03. REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING
TO THE COMPANY. The Company hereby represents and warrants to the Trustee and
the Trust, for the benefit of the Holders, as of the Effective Date and as of
the Issuance Date of each Series, that:

                (a) ORGANIZATION; POWERS. The Company (i) is a company duly
        incorporated, validly existing and in good standing under the laws of
        the jurisdiction of its organization, (ii) has all requisite power and
        authority to own its property and assets and to carry on its business as
        now conducted and as proposed to be conducted, (iii) is qualified to do
        business in, and is in good standing in, every jurisdiction where the
        nature of its business so requires, except where the failure so to
        qualify could not reasonably be expected to result in a Material Adverse
        Effect and (iv) has the corporate power and authority to execute,
        deliver and perform its obligations under each of the Transaction
        Documents and each other agreement or instrument contemplated hereby to
        which it is or will be a party.

                (b) AUTHORIZATION. The execution, delivery and performance by
        the Company of each of the Transaction Documents to which it is a party
        and the performance of the Transactions (i) have been duly authorized by
        all requisite corporate and, if required, stockholder action and (ii)
        will not (A) violate (1) any Requirement of Law or (2) any provision of
        any Transaction Document or any other material Contractual Obligation to
        which the Company is a party or by which it or any of its property is or


                                       6
<PAGE>

        may be bound, (B) be in conflict with, result in a breach of or
        constitute (alone or with notice or lapse of time or both) a default
        under, or give rise to any right to accelerate or to require the
        prepayment, repurchase or redemption of any obligation under any
        Transaction Document or any other material Contractual Obligation or (C)
        result in the creation or imposition of any Lien upon or with respect to
        any property or assets now owned or hereafter acquired by the Company
        (other than any Lien created hereunder or contemplated or permitted
        hereby).

                (c) ENFORCEABILITY. This Agreement has been duly executed and
        delivered by the Company and constitutes, and each other Transaction
        Document to which the Company is a party when executed and delivered by
        the Company will constitute, a legal, valid and binding obligation of
        the Company enforceable against it in accordance with its respective
        terms, subject (a) to applicable bankruptcy, insolvency, reorganization,
        moratorium and other similar laws affecting the enforcement of creditors
        rights generally, from time to time in effect and (b) to general
        principles of equity (whether enforcement is sought by a proceeding in
        equity or at law).

                (d) GOVERNMENTAL APPROVALS. No action, consent or approval of,
        registration or filing with or any other action by any Governmental
        Authority is or will be required in connection with the Transactions,
        except for (i) the filing of UCC financing statements (or similar
        filings) in any applicable jurisdictions necessary to perfect the
        Trust's ownership or security interest in the Purchased Loans, and (ii)
        such as have been made or obtained and are in full force and effect;
        PROVIDED, that the Company makes no representation or warranty as to
        whether any action, consent, or approval of, registration or filing with
        or any other action by any Governmental Authority is or will be required
        in connection with the distribution of the Certificates and Interests.

                (e) LITIGATION; COMPLIANCE WITH LAWS.

                        (i) There are no actions, suits or proceedings at law or
                in equity or by or before any Governmental Authority now pending
                or, to the knowledge of the Company, threatened against the
                Company or affecting the Company or any properties, revenues or
                rights of the Company (i) which involve this Agreement or any of
                the other Transaction Documents or any of the Transactions, (ii)
                which could reasonably be expected to affect adversely the
                income tax or franchise tax attributes of the Trust under the
                United States federal or any state or franchise tax systems or
                (iii) for which there exists a reasonable possibility of an
                outcome that would result in a Material Adverse Effect.

                        (ii) The Company is not in default with respect to any
                judgment, writ, injunction, decree or order of any Governmental
                Authority, which would reasonably be expected to have a Material
                Adverse Effect.

                        (iii) The Company has complied with all applicable
                provisions of its organizational or governing documents and, in
                all material respects, any


                                       7
<PAGE>

                other Requirements of Law with respect to the Company, its
                business and properties and the Trust Assets.

                (f) AGREEMENTS.

                        (i) The Company has no Contractual Obligations other
                than (A) the Transaction Documents to which it is a party and
                (B) any other agreements or instruments that the Company is not
                prohibited from entering into by SUBSECTION 2.07(F) and that, in
                the aggregate, neither contain payment obligations or other
                liabilities on the part of the Company in excess of $100,000 nor
                would upon default result in a Material Adverse Effect. Other
                than the restrictions created by the Transaction Documents, the
                Company is not subject to any corporate restriction that could
                reasonably be expected to have a Material Adverse Effect.

                        (ii) The Company is not in default in any material
                respect under any provision of any Transaction Document or any
                other material Contractual Obligation to which it is a party or
                by which it or any of its properties or assets are or may be
                bound.

                (g) FEDERAL RESERVE REGULATIONS.

                        (i) The Company is not engaged principally, or as one of
                its important activities, in the business of extending credit
                for the purpose of buying or carrying Margin Stock.

                        (ii) No part of the proceeds from the issuance of any
                Investor Certificates will be used, whether directly or
                indirectly, and whether immediately, incidentally or ultimately,
                for any purpose that entails a violation of, or that is
                inconsistent with, the provisions of the Regulations of the
                Board, including Regulation U or X.

                (h) INVESTMENT COMPANY ACT. Neither the Company nor the Trust is
        an "investment company", or a company "controlled" by an "investment
        company" as defined in, or subject to regulation under, the 1940 Act.

                (i) NO EARLY AMORTIZATION EVENT. No Early Amortization Event or
        Potential Early Amortization Event has occurred and is continuing.

                (j) TAX RETURNS. The Company has filed or caused to be filed all
        material tax returns and has paid or caused to be paid or made adequate
        provision for all taxes due and payable by it and all assessments
        received by it except to the extent that any failure to file or
        nonpayment (i) is being contested in good faith in appropriate
        proceedings and for which adequate reserves are maintained in accordance
        with GAAP or (ii) could not reasonably be expected to result in a
        Material Adverse Effect.


                                       8
<PAGE>

                (k) LOCATION OF RECORDS; CHIEF EXECUTIVE OFFICE; JURISDICTION OF
        FORMATION. The offices at which the Company keeps its records concerning
        the Purchased Loans either (x) are located at the addresses set forth
        for the Sellers on Schedule 3 of the Sale Agreement or (y) the Company
        has notified the Trustee of the location thereof in accordance with the
        provisions of SUBSECTION 2.07(G) of this Agreement. The chief executive
        office of the Company is located at the address set forth on Schedule 3
        and is the place where the Company is "located" for the purposes of
        Section 9-103(3)(d) of the UCC as in effect in the State of New York (or
        analogous provision of any other similar applicable statute or
        legislation). As of the Effective Date, the state and county where the
        chief executive office of the Company is "located" for the purposes of
        Section 9-103(3)(d) of the UCC as in effect in the State of New York (or
        analogous provision of any other similar applicable statute or
        legislation) has not changed in the past four months. The Company was
        formed in the State of Delaware.

                (l) SOLVENCY. No Insolvency Event with respect to the Company
        has occurred and the transfer of the Purchased Loans by the Company to
        the Trust has not been made in contemplation of the occurrence thereof.
        Both prior to and after giving effect to the transactions occurring on
        the Effective Date and each Issuance Date, the Company is and will be
        Solvent. The Company does not intend to, nor does it believe that it
        will, incur debts beyond its ability to pay such debts as they mature,
        taking into account the timing of and amounts of cash to be received by
        it and the timing of and amounts of cash to be payable in respect of its
        Indebtedness.

                (m) SUBSIDIARIES. The Company has no Subsidiaries.

                (n) NAMES. The legal name of the Company is as set forth in this
        Agreement. The Company has no trade names, fictitious names, assumed
        names or "doing business as" names.

                (o) LIABILITIES. Other than, (i) the liabilities, commitments or
        obligations (whether absolute, accrued, contingent or otherwise) arising
        under or in respect of the Transaction Documents and (ii) immaterial
        amounts due and payable in the ordinary course of business of a
        special-purpose company, the Company does not have any liabilities,
        commitments or obligations (whether absolute, accrued, contingent or
        otherwise), whether due or to become due.

                (p) COLLECTION ACCOUNT. Except to the extent otherwise permitted
        under the terms of this Agreement, the Collection Account is free and
        clear of any Lien (except for Trustee Liens).

                (q) COMPANY MATERIAL ADVERSE EFFECT. Since the Effective Date no
        event has occurred which has had a Material Adverse Effect.


                                       9
<PAGE>

                (r) BULK SALES. The execution, delivery and performance of this
        Agreement do not require compliance with any "bulk sales" law by the
        Company in the United States.

            The representations and warranties as of the date made set forth in
this SECTION 2.03 shall survive the transfer and assignment of the Trust Assets
to the Trust. Upon discovery by a Responsible Officer of the Company or the
Servicer or by a Responsible Officer of the Trustee of a breach of any of the
foregoing representations and warranties with respect to any Outstanding Series
as of the Issuance Date of such Series, the party discovering such breach shall
give prompt written notice to the other parties and to the Letter of Credit
Agent and the Administrative Agent. The Trustee's obligations in respect of any
breach are limited as provided in SUBSECTION 8.02(G).

            SECTION 2.04. REPRESENTATIONS AND WARRANTIES OF THE COMPANY RELATING
TO THE PURCHASED LOANS. The Company hereby represents and warrants to the
Trustee and the Trust, for the benefit of the Holders, with respect to each
Purchased Loan transferred to the Trust as of the related Loan Purchase Date,
unless, in either case, otherwise stated in the applicable Supplement or unless
such representation or warranty expressly relates only to a prior date, that:

                (a) LOAN DESCRIPTION. As of the related Loan Purchase Date, the
        Daily Report delivered or transmitted pursuant to SUBSECTION 2.01(B)
        sets forth in all material respects a complete listing of all Purchased
        Loans, aggregated by Obligor, to be sold to the Trust on the related
        Loan Purchase Date and the information contained therein in accordance
        with Schedule 1 with respect to each such Purchased Loan is true and
        correct (except for any errors or omissions that do not result in
        material impairment of the interests, rights or remedies of the Trustee
        or the Investor Certificateholders with respect to any Purchased Loan)
        as of the related Loan Purchase Date.

                (b) NO LIENS. Each Purchased Loan existing on the Effective Date
        or, in the case of Purchased Loans transferred to the Trust after the
        Effective Date, on the related Loan Purchase Date has been conveyed to
        the Trust free and clear of any Lien, except for Permitted Liens and
        Trustee Liens.

                (c) ELIGIBLE LOAN. To the best of the Company's knowledge, on
        the Effective Date, each Purchased Loan transferred to the Trust that is
        included in the calculation of the initial Aggregate Loan Amount is an
        Eligible Loan and, in the case of Purchased Loans transferred to the
        Trust after the Effective Date, on the related Loan Purchase Date, each
        such Purchased Loan that is included in the calculation of the Aggregate
        Loan Amount on such related Loan Purchase Date is an Eligible Loan.

                (d) FILINGS. All filings and other acts (including but not
        limited to the acts required by SUBSECTION 2.01(B) and notifying related
        Obligors of the assignment of a Purchased Loan, except to the extent
        that the relevant UCC and other similar laws (to the extent applicable)
        permit the Company (or its assignees) to provide such notification
        subsequent to the applicable Loan Purchase Date without materially
        impairing the Trust's


                                       10
<PAGE>

        ownership or security interest in the Trust Assets and without incurring
        material expenses in connection with such notification) necessary or
        advisable under the relevant UCC or under other applicable laws of
        jurisdictions outside the United States (to the extent applicable) shall
        have been made or performed in order to grant the Trust on the
        applicable Loan Purchase Date a full legal and beneficial ownership or
        first priority perfected security interest in respect of all Purchased
        Loans.

            The representations and warranties as of the date made set forth in
this SECTION 2.04 shall survive the transfer and assignment of the Trust Assets
to the Trust. Upon discovery by a Responsible Officer of the Company or the
Servicer or a Responsible Officer of the Trustee of a breach of any of the
representations and warranties (or of any Purchased Loan encompassed by the
representation and warranty in SUBSECTION 2.04(C) not being an Eligible Loan as
of the relevant Loan Purchase Date), the party discovering such breach shall
give prompt written notice to the other parties and to the Letter of Credit
Agent and the Administrative Agent. The Trustee's obligations in respect of any
breach are limited as provided in SUBSECTION 8.02(G).

            SECTION 2.05. ADJUSTMENT PAYMENT FOR INELIGIBLE LOANS.

                (a) ADJUSTMENT PAYMENT OBLIGATION. If (i) any representation or
        warranty under SUBSECTIONS 2.04(A) or (B) is not true and correct as of
        the date specified therein with respect to any Purchased Loan
        transferred to the Trust, or any Purchased Loan encompassed by the
        representation and warranty in SUBSECTION 2.04(C) is determined not to
        have been an Eligible Loan as of the relevant Loan Purchase Date, (ii)
        there is a breach of any covenant under SUBSECTION 2.07(B) with respect
        to any Purchased Loan or (iii) the Trust's interest in any Purchased
        Loan is not a first priority perfected ownership or security interest at
        any time as a result of any action taken by, or the failure to take
        action by, the Company (any Purchased Loan as to which the conditions
        specified in any of clause (i), (ii) or (iii) of this SUBSECTION 2.05(A)
        exists is referred to herein as an "INELIGIBLE PURCHASED LOAN") then,
        after the earlier (the date on which such earlier event occurs, the
        "INELIGIBILITY DETERMINATION DATE") to occur of the discovery by the
        Company of any such event that continues unremedied or receipt by the
        Company of written notice given by the Trustee or the Servicer of any
        such event that continues unremedied, the Company shall make an
        adjustment payment with respect to such Ineligible Purchased Loan on the
        terms and conditions set forth in SUBSECTION 2.05(B).

                (b) ADJUSTMENT PAYMENT AMOUNT. Subject to the last sentence of
        this SUBSECTION 2.05(B), the Company shall make an adjustment payment
        with respect to each Ineligible Purchased Loan as required pursuant to
        SUBSECTION 2.05(A) by depositing in the Collection Account in
        immediately available funds on the related Ineligibility Determination
        Date an amount equal to the lesser of (x) the amount by which the
        Aggregate Target Loan Amount exceeds the Aggregate Loan Amount (after
        giving effect to the reduction thereof by the Principal Amount of such
        Ineligible Purchased Loan) and (y) the aggregate outstanding Principal
        Amount of all such Ineligible Purchased Loans (the "TRANSFER DEPOSIT
        AMOUNT").


                                       11
<PAGE>

Upon transfer or deposit of the Transfer Deposit Amount, the Trust shall
automatically and without further action be deemed to have agreed to pay to the
Company, without recourse, representation or warranty, all Collections in
respect of each such Ineligible Purchased Loan. Except as otherwise specified in
any Supplement, the obligation of the Company to pay such Transfer Deposit
Amount with respect to any Ineligible Purchased Loan shall constitute the sole
remedy respecting the event giving rise to such obligation available to Investor
Certificateholders (or the Trustee on behalf of Investor Certificateholders)
unless such obligation is not satisfied in full in accordance with the terms of
this Agreement.

            SECTION 2.06. AFFIRMATIVE COVENANTS OF THE COMPANY. The Company
hereby covenants that, until the Trust Termination Date occurs, the Company
shall:

                (a) FINANCIAL STATEMENTS, REPORTS, ETC.

                        (i) Furnish to the Trustee, the Letter of Credit Agent,
                the Administrative Agent and the Rating Agencies, within 90 days
                after the end of each fiscal year, the balance sheet and related
                statements of income, stockholders' equity and cash flows
                showing the financial condition of the Company as of the close
                of such fiscal year and the results of its operations during
                such year, all audited by the Company's Independent Public
                Accountants and accompanied by an opinion of such accountants
                (which shall not be qualified in any material respect) to the
                effect that such financial statements fairly present in all
                material respects the financial condition and results of
                operations of the Company in accordance with GAAP consistently
                applied;

                        (ii) Furnish to the Trustee, the Letter of Credit Agent,
                the Administrative Agent and the Rating Agencies, within 45 days
                after the end of each of the first three fiscal quarters of each
                fiscal year, the Company's unaudited balance sheet and related
                statements of income, stockholders' equity and cash flows for
                the period from the beginning of such fiscal year to the end of
                such quarter, all certified by a Responsible Officer of the
                Company;

                        (iii) Furnish to the Trustee, the Letter of Credit Agent
                and the Administrative Agent, together with the financial
                statements required pursuant to clauses (i) and (ii) above, a
                compliance certificate signed by a Responsible Officer of the
                Company stating that (x) the attached financial statements have
                been prepared in accordance with GAAP and accurately reflect the
                financial condition of the Company and (y) to the best of such
                Person's knowledge, no Early Amortization Event or Potential
                Early Amortization Event exists, or if any Early Amortization
                Event or Potential Early Amortization Event exists, stating the
                nature and status thereof;

                        (iv) Furnish to the Trustee, the Letter of Credit Agent
                and the Administrative Agent, promptly upon the furnishing
                thereof to the shareholders of


                                       12
<PAGE>

                the Company, copies of all financial statements, financial
                reports and proxy statements so furnished;

                        (v) Furnish to the Trustee, the Letter of Credit Agent
                and the Administrative Agent, promptly, all information,
                documents, records, reports, certificates, opinions and notices
                received by the Company from the Sellers under the Sale
                Agreement; and

                        (vi) Furnish to the Trustee, the Letter of Credit Agent
                and the Administrative Agent, promptly, from time to time, such
                other information regarding the operations, business affairs and
                financial condition of the Company, or compliance with the terms
                of any Transaction Document, in each case as the Letter of
                Credit Agent, the Administrative Agent or the Trustee may
                reasonably request.

                (b) PAYMENT OF OBLIGATIONS; COMPLIANCE WITH OBLIGATIONS. Pay,
        discharge or otherwise satisfy at or before maturity or before they
        become delinquent, as the case may be, all its obligations of whatever
        nature (including, without limitation, all taxes, assessments, levies
        and other governmental charges imposed on it), except where the amount
        or validity thereof is currently being contested in good faith by
        appropriate proceedings and reserves in conformity with GAAP with
        respect thereto have been provided on the books of the Company. The
        Company shall defend the right, title and interest of Trustee and the
        Holders in, to and under the Purchased Loans and the other Trust Assets,
        whether now existing or hereafter created, against all claims of third
        parties claiming through or under the Company, the Sellers or the
        Servicer. The Company will duly fulfill all material obligations on its
        part to be fulfilled under or in connection with each Purchased Loan and
        will do nothing to impair the rights of the Holders in such Purchased
        Loan.

                (c) INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. Keep
        proper books of records and account in which entries in conformity with
        GAAP shall be made of all dealings and transactions in relation to its
        business and activities; and permit representatives of the Trustee, the
        Letter of Credit Agent and the Administrative Agent upon reasonable
        advance notice to visit and inspect any of its properties, examine and
        make copies and abstracts from any of its books and records during
        normal business hours on any Business Day and as often as may reasonably
        be requested, subject to the Company's security and confidentiality
        requirements, and to discuss the business, operations and financial
        condition of the Company with officers and employees of the Company and
        with its Independent Public Accountants. The first such examination or
        visit during each fiscal year of the Company and any such examination or
        visit following an Early Amortization Event or Potential Early
        Amortization Event shall be at the cost and expense of the Company; all
        other such examinations or visits shall be at the cost and expense of
        the party or parties making such examination or visit.


                                       13
<PAGE>

                (d) COMPLIANCE WITH LAW. Comply with all Requirements of Law,
        the provisions of the Transaction Documents and all other material
        Contractual Obligations applicable to the Company except where the
        failure to so comply would not reasonably be expected to have a Material
        Adverse Effect.

                (e) PURCHASE OF LOANS. Purchase Loans solely in accordance with
        the Sale Agreement or this Agreement.

                (f) DELIVERY OF COLLECTIONS. In the event that the Company
        receives Collections directly from Obligors, deliver or deposit such
        Collections into the Collection Account within one Business Day after
        its receipt thereof.

                (g) NOTICES. Promptly (and, in any event, within five Business
        Days after a Responsible Officer of the Company becomes aware of such
        event) give written notice to the Trustee, each Rating Agency, the
        Letter of Credit Agent and the Administrative Agent for any Outstanding
        Series of:

                        (i) the occurrence of any Early Amortization Event or
                Potential Early Amortization Event, the statement of a
                Responsible Officer of the Company setting forth the details of
                such Early Amortization Event or Potential Early Amortization
                Event and the action taken, or which the Company proposes to
                take, with respect thereto; and

                        (ii) any Lien not permitted by SUBSECTION 2.07(B)(I) on
                Purchased Loans or any other Trust Assets.

                (h) COLLECTION ACCOUNT. Take all reasonable actions necessary to
        ensure that the Collection Account shall be free and clear of, and
        defend the Collection Account against, any writ, order, stay, judgment,
        warrant of attachment or execution or similar process.

                (i) SEPARATE CORPORATE EXISTENCE.

                        (i) Except as set forth in the Transaction Documents,
                maintain its own deposit account or accounts, separate from
                those of any Affiliate, with commercial banking institutions and
                ensure that the funds of the Company will not be diverted to any
                other Person or for other than corporate uses of the Company,
                nor will such funds be commingled with the funds of a Seller or
                any Subsidiary or Affiliate of a Seller provided that the
                foregoing restriction shall not preclude the Company from
                lending its excess cash balances to a Seller or any Subsidiary
                or Affiliate of the Seller for investment (which may include
                inter-Affiliate loans made by the Seller or any Subsidiary or
                Affiliate of the Seller) on a pooled basis as part of the cash
                management system maintained by a Seller for its consolidated
                group so long as all such transactions are properly reflected on
                the


                                       14
<PAGE>

                books and records of the Company and the Sellers (and any
                Subsidiary or Affiliate of the Sellers, if applicable);

                        (ii) To the extent that it shares the same officers or
                other employees as any of its stockholders or Affiliates, the
                salaries of and the expenses related to providing benefits to
                such officers and other employees shall be fairly allocated
                among such entities, and each such entity shall bear its fair
                share of the salary and benefit costs associated with all such
                common officers and employees;

                        (iii) To the extent that it jointly contracts with any
                of its stockholders or Affiliates to do business with vendors or
                service providers or to share overhead expenses, the costs
                incurred in so doing shall be allocated fairly among such
                entities, and each such entity shall bear its fair share of such
                costs. To the extent that the Company contracts or does business
                with vendors or service providers where the goods and services
                provided are partially for the benefit of any other Person, the
                costs incurred in so doing shall be fairly allocated to or among
                such entities for whose benefit the goods or services are
                provided, and each such entity shall bear its fair share of such
                costs. All material transactions between the Company and any of
                its Affiliates, whether currently existing or hereafter entered
                into, shall be only on an arm's length basis;

                        (iv) Maintain office space separate from the office
                space of the Sellers and their Affiliates (but which may be
                located at the same address as a Seller or one of a Seller's
                Affiliates). To the extent that the Company and any of its
                stockholders or Affiliates have offices in the same location,
                there shall be a fair and appropriate allocation of overhead
                costs among them, and each such entity shall bear its fair share
                of such expenses;

                        (v) Issue separate financial statements prepared not
                less frequently than annually and prepared in accordance with
                GAAP;

                        (vi) Conduct its affairs strictly in accordance with its
                organizational documents and observe all necessary, appropriate
                and customary corporate formalities, including, but not limited
                to, holding regular and special stockholders' and directors,
                meetings appropriate to authorize all corporate action, keeping
                separate minutes of its meetings, passing all resolutions or
                consents necessary to authorize actions taken or to be taken,
                and maintaining separate books, records and accounts, including,
                but not limited to, payroll and intercompany transaction
                accounts;

                        (vii) Not assume or guarantee any of the liabilities of
                the Sellers, the Servicer or any Affiliate thereof; and

                        (viii) Take, or refrain from taking, as the case may be,
                all other actions that are necessary to be taken or not to be
                taken in order to (x) ensure that


                                       15
<PAGE>

                the assumptions and factual recitations set forth in the
                Specified Bankruptcy Opinion Provisions remain true and correct
                with respect to the Company and (y) comply with those procedures
                described in such provisions which are applicable to the
                Company.

                (j) PRESERVATION OF CORPORATE EXISTENCE. (i) Except as otherwise
        permitted by the Transaction Documents, preserve, renew and keep in full
        force and effect its corporate existence and (ii) take all reasonable
        action to maintain all rights, privileges and franchises necessary or
        desirable in the normal conduct of its business, except where the
        failure to maintain the same would not have a Material Adverse Effect.

                (k) ASSESSMENTS. Promptly pay and discharge all taxes,
        assessments, levies and other governmental charges imposed on it except
        such taxes, assessments, levies and other governmental charges that (i)
        are being contested in good faith by appropriate proceedings and for
        which the Company shall have set aside on its books adequate reserves or
        (ii) the failure to pay, satisfy or discharge would not reasonably be
        expected to result in a Material Adverse Effect.

                (l) OBLIGATIONS. Defend the right, title and interest of the
        Trust in, to and under the Purchased Loans and the other Trust Assets,
        whether now existing or hereafter created, against all claims of third
        parties claiming through the Company. The Company will duly fulfill all
        obligations on its part to be fulfilled under or in connection with each
        Purchased Loan and will do nothing to materially impair the rights of
        the Company in such Purchased Loan.

                (m) ENFORCEMENT OF SALE AGREEMENT. The Company shall use its
        best efforts to enforce all rights held by it under the Sale Agreement.

                (n) MAINTENANCE OF PROPERTY. Keep or request the Servicer to
        keep all property and assets useful and necessary to permit the
        monitoring and collection of Purchased Loans.

            SECTION 2.07. NEGATIVE COVENANTS OF THE COMPANY. The Company hereby
covenants that, until the Trust Termination Date occurs, it shall not directly
or indirectly:

                (a) LIMITATION ON LIABILITIES. Create, incur, assume or suffer
        to exist any Indebtedness, except (i) liabilities or obligations
        representing fees, expenses and indemnities payable pursuant to and in
        accordance with the Transaction Documents and (ii) liabilities or
        obligations for services supplied or furnished to the Company in an
        amount not to exceed $100,000 at any time outstanding; PROVIDED that any
        Indebtedness permitted hereunder and described in clauses (i) and (iii)
        shall be payable by the Company solely from funds available to the
        Company which are not otherwise required to be applied to the payment of
        any amounts by the Company pursuant to any Pooling and Servicing
        Agreement.


                                       16
<PAGE>

                (b) LIMITATION ON TRANSFERS OF PURCHASED LOANS, ETC. Except as
        otherwise permitted by the Transaction Documents, at any time sell,
        transfer or otherwise dispose of any of the Purchased Loans, Related
        Property or the proceeds thereof pursuant to:

                        (i) any Lien Creation except for Permitted Liens; or

                        (ii) any Investment except in respect of or in
                connection with (A) the purchase of Purchased Loans and Related
                Property from a Seller or its Affiliates, (B) an advance or loan
                made to a Seller or (C) investments of proceeds as contemplated
                in any Pooling and Servicing Agreement.

                (c) LIMITATION ON GUARANTEE OBLIGATIONS. Become or remain
        liable, directly or contingently, in connection with any Indebtedness or
        other liability of any other Person, whether by guarantee, endorsement
        (other than endorsements of negotiable instruments for deposit or
        collection in the ordinary course of business), agreement to purchase or
        repurchase, agreement to supply or advance funds, or otherwise other
        than under or in connection with any Pooling and Servicing Agreement.

                (d) LIMITATION ON FUNDAMENTAL CHANGES. Enter into any merger,
        consolidation or amalgamation, or liquidate, wind up or dissolve itself
        (or suffer any liquidation or dissolution), or make any material change
        in its present method of conducting business, or convey, sell, lease,
        assign, transfer or otherwise dispose of, all or substantially all of
        its property, business or assets other than the assignments and
        transfers contemplated hereby.

                (e) BUSINESS OF THE COMPANY. Engage at any time in any business
        or business activity other than the acquisition of Loans pursuant to the
        Sale Agreement, the assignments and transfers hereunder, the other
        transactions contemplated by the Transaction Documents and any activity
        incidental to the foregoing and necessary or convenient to accomplish
        the foregoing, or enter into or be a party to any agreement or
        instrument other than in connection with the foregoing.

                (f) AGREEMENTS. Become a party to any indenture, mortgage,
        instrument, contract, agreement, lease or other undertaking, except the
        Transaction Documents, leases of office space, equipment or other
        facilities for use by the Company in its ordinary course of business,
        employment agreements, service agreements, agreements relating to shared
        employees and the other Transaction Documents, and agreements necessary
        to perform its obligations under the Transaction Documents, (ii) issue
        any power of attorney (except to the Trustee or the Servicer or except
        for the purpose of permitting any Person to perform any ministerial
        functions on behalf of the Company that are not prohibited by or
        inconsistent with the terms of the Transaction Documents), or (iii)
        amend, supplement, modify or waive any of the provisions of the Sale
        Agreement or request, consent or agree to or suffer to exist or permit
        any such amendment, supplement, modification or waiver or exercise any
        consent rights granted to


                                       17
<PAGE>

        it thereunder unless such amendment, supplement, modification or waiver
        or such exercise of consent rights would not have a Material Adverse
        Effect and the Rating Agency Condition shall have been satisfied with
        respect to any such amendments, supplements, modifications or waivers.

                (g) OFFICES. Change the state of its incorporation or move the
        location of its chief executive office or of any of the offices where it
        keeps its records with respect to the Purchased Loans, or its legal head
        office to a new location within or outside the jurisdiction where such
        office is now located, without (i) thirty (30) days prior written notice
        to the Trustee, the Letter of Credit Agent, the Administrative Agent and
        each Rating Agency and (ii) taking all actions reasonably requested by
        the Trustee (including but not limited to all filings and other acts
        necessary or advisable under the UCC or other applicable laws or similar
        statute of each relevant jurisdiction) in order to continue the Trust's
        first priority perfected ownership or security interest in all Purchased
        Loans now owned or hereafter created.

                (h) CHANGE IN NAME. Change its name, identity or corporate
        structure in any manner that would or is likely (i) to make any
        financing statement or continuation statement (or other similar
        instrument) relating to this Agreement seriously misleading within the
        meaning of Section 9-402(7) of the New York UCC (or analogous provision
        of any other similar applicable statute or legislation) or (ii) to
        impair the perfection of the Trust's interest in any Purchased Loan
        under any other similar law, without thirty (30) days' prior written
        notice to the Trustee, the Letter of Credit Agent, the Administrative
        Agent and each Rating Agency.

                (i) CHARTER. Amend or make any change or modification to its
        certificate of incorporation or its by-laws without first satisfying the
        Rating Agency Condition and obtaining the consent of the Letter of
        Credit Agent and the Administrative Agent (PROVIDED that,
        notwithstanding anything to the contrary in this SECTION 2.07, the
        Company may make amendments, changes or modifications pursuant to
        changes in law of the jurisdiction of its incorporation or amendments to
        change the Company's name (subject to compliance with clause (h) above),
        registered agent or address of registered office).

                (j) ACCOUNTING FOR PURCHASES. Except as otherwise required by
        law, prepare any financial statements which shall account for the
        transactions contemplated under the Sale Agreement or hereunder in any
        manner other than as a sale of the Purchased Loans from the Sellers to
        the Company and from the Company to the Trust, respectively, or in any
        other respect account for or treat the transactions contemplated under
        the Sale Agreement or hereunder (including for financial accounting
        purposes, except as required by law) in any manner other than as sales
        of the Purchased Loans from the Sellers to the Company and from the
        Company to the Trust, respectively; PROVIDED, HOWEVER, that this
        subsection shall not apply for any tax or tax accounting purposes.


                                       18
<PAGE>

                (k) EXTENSION OR AMENDMENT OF PURCHASED LOANS. Extend, rescind,
        cancel, amend or otherwise modify, or attempt or purport to extend,
        amend or otherwise modify, the terms of any Purchased Loans, except (a)
        as required by any Requirement of Law and (b) the Company may extend,
        amend or otherwise modify the terms of any Purchased Loans so long as
        the affected Purchased Loan constitutes an Eligible Loan after taking
        into account such extension, amendment or modification; PROVIDED,
        HOWEVER, that the Company shall not extend any Purchased Loan to the
        extent Collections on such Purchased Loan are necessary to repay (i) the
        aggregate principal and interest due and owing with respect to any
        Exiting Loans made by Exiting Banks pursuant to SUBSECTION 4.03(C)(II)
        of the Liquidity Agreement or (ii) the Invested Amount plus accrued and
        unpaid interest with respect to any Series as to which the Amortization
        Period shall have occurred and be continuing.

                (l) SALE AGREEMENT. Take any action under the Sale Agreement
        that shall have a Material Adverse Effect.

                (m) LIMITATION ON INVESTMENTS, LOANS AND ADVANCES. Make any
        advance, loan, extension of credit or capital contribution to, or
        purchase any stock, bonds, notes, debentures or other securities of or
        any assets constituting a business unit of, or make any other investment
        in, any Person, except for any Exchangeable Company Interest, the
        Purchased Loans and the other Trust Assets.

                                   ARTICLE III

                        RIGHTS OF HOLDERS AND ALLOCATION
                         AND APPLICATION OF COLLECTIONS

                    THE FOLLOWING PORTION OF THIS ARTICLE III
                          IS APPLICABLE TO ALL SERIES.

            SECTION 3.01. ESTABLISHMENT OF COLLECTION ACCOUNT; CERTAIN
ALLOCATIONS.

                (a) The Trustee, for the benefit of the Investor
        Certificateholders, as their interests appear in this Agreement, shall
        cause to be established and maintained in the name of the Trustee as
        trustee of the Trust with an Eligible Institution or with the corporate
        trust department of the Trustee or an Eligible Institution or an
        affiliate of the Trustee or an Eligible Institution, a segregated trust
        account (the "COLLECTION ACCOUNT"), bearing a designation clearly
        indicating that the funds deposited therein are held for the benefit of
        the Investor Certificateholders. Schedule 2, which is hereby
        incorporated into and made a part of this Agreement, identifies the
        Collection Account by setting forth the account number of such account,
        the account designation of such account and the name of the institution
        with which such account has been established. The Collection Account
        shall be divided into individual subaccounts for each Outstanding Series
        (each,


                                       19
<PAGE>

        respectively, a "SERIES COLLECTION SUBACCOUNT" and, collectively, the
        "SERIES COLLECTION SUBACCOUNTS") and for the Company (the "COMPANY
        COLLECTION SUBACCOUNT"). For administrative purposes only, the Trustee
        may establish or cause to be established for a Series, so long as such
        Series is an Outstanding Series, sub-subaccounts of the Series
        Collection Subaccounts with respect to such Series (respectively, the
        "SERIES PRINCIPAL COLLECTION SUB-SUBACCOUNT" and "SERIES NON-PRINCIPAL
        COLLECTION Sub-subaccount" and, collectively, the "SERIES COLLECTION
        SUB-SUBACCOUNTS").

                (b) AUTHORITY OF THE TRUSTEE IN RESPECT OF THE COLLECTION
        ACCOUNT.

                        (i) The Trustee shall possess all right, title and
                interest in all funds on deposit from time to time in the
                Collection Account and in all proceeds thereof. The Collection
                Account shall be under the sole dominion and control of the
                Trustee for the benefit of the Investor Certificateholders. If,
                at any time, the Servicer has actual notice or knowledge that
                any institution holding the Collection Account has ceased to be
                an Eligible Institution, the Servicer shall direct the Trustee
                to establish within thirty (30) days a substitute account
                therefor with an Eligible Institution, transfer any cash and/or
                any Eligible Investments to such new account and from the date
                any such substitute accounts are established, such account shall
                be the Collection Account. Neither the Company, the Servicer nor
                any person or entity claiming by, through or under the Company
                or the Servicer, shall have any right, title or interest in,
                except to the extent expressly provided under the Transaction
                Documents, or any right to withdraw any amount from, the
                Collection Account. Pursuant to the authority granted to the
                Servicer in SUBSECTION 2.02(A) of the Servicing Agreement, the
                Servicer shall have the power to instruct the Trustee in writing
                to make withdrawals from and payments to the Collection Account
                for the purposes of carrying out the Servicer's or Trustee's
                duties hereunder.

                        (ii) The Servicer agrees to give written direction
                (which may be included within any Monthly Settlement Statement
                or Daily Report) in a timely manner to the Trustee to apply all
                Collections with respect to the Purchased Loans and to make all
                other applications, allocations and distributions described in
                Article III and in the Supplement with respect to each
                Outstanding Series.

                        (iii) Each Series of Investor Certificates shall
                represent Fractional Undivided Interests as indicated in the
                Supplement relating to such Series and the right to receive
                Collections and other amounts at the times and in the amounts
                specified in this Article III (as supplemented by the Supplement
                related to such Series) to be deposited in the Collection
                Account and any other accounts maintained for the benefit of the
                Investor Certificateholders or paid to the Investor
                Certificateholders (with respect to each outstanding Series, the
                "INVESTOR CERTIFICATEHOLDERS' INTEREST"). The Exchangeable
                Company Interest shall represent the interest in the Trust not
                represented by any Series of Investor


                                       20
<PAGE>

                Certificates then outstanding, including the right to receive
                Collections and other amounts at the times and in the amounts
                specified in this Article III to be paid to the Company (the
                "EXCHANGEABLE COMPANY Interest"); PROVIDED, HOWEVER, that no
                such Exchangeable Company Interest shall represent any interest
                in any Trust Account and any other accounts maintained for the
                benefit of the Investor Certificateholders, except as
                specifically provided in this Article III.

                (c) ADMINISTRATION OF THE COLLECTION ACCOUNT. At the written
        direction of the Company (or the Servicer on behalf of the Company),
        funds on deposit in the Collection Account and any Series Collection
        Subaccount available for investment, shall be invested by the Trustee in
        Eligible Investments selected by the Company (or the Servicer on behalf
        of the Company). All such Eligible Investments shall be held by the
        Trustee for the benefit of the Investor Certificateholders. The Trustee
        may liquidate any Eligible Investment when required to make a transfer
        of funds or an application pursuant to this Agreement or any related
        Supplement. The Company (or the Servicer on behalf of the Company)
        agrees to use its reasonable efforts to schedule the maturity of such
        Eligible Investments so as to avoid the necessity of liquidating the
        same. The Company shall bear the expense of any cost incurred in respect
        of liquidation of an investment hereunder. Amounts on deposit in any
        sub-subaccounts as specified in the related Supplement shall be invested
        in Eligible Investments that mature, or that are payable or redeemable
        upon demand of the holder thereof, so that such funds will be available
        not later than the date which is specified in any Supplement. The
        Trustee, or its nominee or custodian, shall maintain possession of the
        negotiable instruments or securities, if any, evidencing any Eligible
        Investments from the time of purchase thereof until the time of sale or
        maturity. Any earnings (net of losses and investment expenses) (the
        "INVESTMENT EARNINGS") on such invested funds in a Series Collection
        Subaccount and any other sub-subaccounts as specified in the related
        Supplement will be deposited by the Trustee in the Series Collection
        Subaccount or in such other sub-subaccount specified in the related
        supplement. It is expressly acknowledged and agreed that the Company (or
        the Servicer on its behalf) is authorized to direct the purchase of, and
        the Trustee may, to the extent permitted by applicable banking laws and
        regulations, purchase investments constituting Eligible Investments (i)
        from Chase or any other Affiliate of Chase, including securities that
        are underwritten, placed or dealt in by Chase or any other Affiliate of
        Chase, or (ii) from money market funds or management investment
        companies for which Chase or any Affiliate is investment manager,
        advisor, administrator, shareholder, servicing agent and/or custodian or
        (iii) that involve Chase or an Affiliate of Chase as a participant or
        counterparty. It is further acknowledged and agreed that Chase and/or
        such Affiliates of Chase may receive advisory fees, referral fees and
        other compensation in connection with such services that are distinct
        from the fees, charges and expenses of Chase in its various capacities
        hereunder.


                                       21
<PAGE>

                (d) COLLECTIONS.

                        (i) Promptly following the receipt of Collections in the
                form of available funds in a Lock-Box Account, but in no event
                later than 12:00 (Noon), New York City time, on the Business Day
                following the Business Day Received, the Servicer shall
                transfer, or cause to be transferred, all Collections on deposit
                in the form of available funds in the Lock-Box Accounts directly
                to the Collection Account.

                        (ii) If the Daily Report specified in SUBSECTION
                3.01(B)(II) is received by the Trustee at or before 12:00
                (Noon), New York City time, on any Business Day, the Trustee
                shall transfer, within a reasonable time on such Business Day,
                from aggregate Collections deposited in the Collection Account,
                to the respective Series Collection Subaccount, an amount equal
                to the product of (x) the applicable Invested Percentage for
                such Outstanding Series and (y) such aggregate Collections
                deposited in the Collection Account in accordance with the Daily
                Report.

                        (iii) If the Daily Report specified in SUBSECTION
                3.01(B)(II) is received by the Trustee at or before 12:00
                (Noon), New York City time, on any Business Day, the Trustee
                shall, if required by the related Supplement, allocate, within a
                reasonable time on such Business Day, funds transferred to the
                Series Collection Subaccount for each Outstanding Series
                pursuant to the preceding SUBSECTION 3.01(D)(II) to the Series
                Non-Principal Collection Sub-subaccount and the Series Principal
                Collection Sub-subaccount of each such Series in accordance with
                the Daily Report and the related Supplement for such Series.

                        (iv) Except as otherwise provided in a Supplement, if
                the Daily Report specified in SUBSECTION 3.01(B)(II) is received
                by the Trustee at or before 12:00 (Noon), New York City time, on
                such Business Day, the Trustee shall transfer in accordance with
                such Daily Report, within a reasonable time on such Business
                Day, to the Company Collection Subaccount the remaining funds,
                if any, on deposit in the Collection Account on such day after
                giving effect to transfers to be made pursuant to SUBSECTION
                3.01(D)(II).

                (e) CERTAIN ALLOCATIONS FOLLOWING AN AMORTIZATION PERIOD.

                        (i) If, on any Settlement Report Date, an Amortization
                Period has occurred and is continuing with respect to any
                Outstanding Series and at such Settlement Report Date, a
                Revolving Period is still in effect with respect to any other
                Outstanding Series (a "SPECIAL ALLOCATION SETTLEMENT REPORT
                DATE"), then the Servicer shall make the following calculations:

                                (A) the amount (the "ALLOCABLE CHARGED-OFF
                        AMOUNT") equal to the excess, if any, of (I) the
                        aggregate Principal Amount of


                                       22
<PAGE>

                        Defaulted Loans for the related Settlement Period over
                        (II) the aggregate Principal Amount of Recoveries
                        received during the related Settlement Period; and

                                (B) the amount (the "ALLOCABLE RECOVERIES
                        AMOUNT") equal to the excess, if any, of (I) the
                        aggregate Principal Amount of Recoveries received during
                        the related Settlement Period over (II) the aggregate
                        Principal Amount of Defaulted Loans for the related
                        Settlement Period.

                        (ii) If, on any Special Allocation Settlement Report
                Date, either of the Allocable Charged-off Amount or the
                Allocable Recoveries Amount is greater than zero for the related
                Settlement Period, the Trustee shall (in accordance with written
                directions received pursuant to subsection (b)(ii) above) make
                (A) a pro rata allocation to each Outstanding Series (based on
                the Invested Percentage for such Series) of a portion (as
                determined in clause (iii) below) of each such positive amount
                and (B) an allocation to the Exchangeable Company Interest of
                the remaining portion of each such positive amount.

                        (iii) With respect to each portion of the Allocable
                Charged-off Amount and the Allocable Recoveries Amount which is
                allocated to an Outstanding Series pursuant to SUBSECTION
                3.01(E)(II), the Trustee shall (in accordance with the written
                direction of the Servicer) apply each such amount to such Series
                in accordance with the related Supplement for such Series.

                (f) ALLOCATIONS FOR THE EXCHANGEABLE COMPANY INTEREST. On each
        Business Day on which the Servicer delivers a Daily Report to the
        Trustee, after making all allocations required pursuant to SUBSECTION
        3.01(D), the Trustee shall (in accordance with the written direction of
        the Servicer, upon which the Trustee may conclusively rely) transfer,
        using its best efforts to transfer within two hours of receipt of
        Collections and the Daily Report, and, if the Collections and the Daily
        Report are received by the Trustee no later than 12:00 (Noon), New York
        City time, making such transfer no later than 4:30 p.m., New York City
        time, on such Business Day, the amounts on deposit in the Company
        Collection Subaccount to the holder of the Exchangeable Company Interest
        or to such accounts or such Persons as the holder of the Exchangeable
        Company Interest may direct in writing (which direction may consist of
        standing instructions provided by the holder of the Exchangeable Company
        Interest that shall remain in effect until changed by the holder of the
        Exchangeable Company Interest in writing); PROVIDED, HOWEVER, that a
        transfer for purposes of this SUBSECTION 3.01(F) shall be deemed to have
        occurred at such time as the Trustee instructs the applicable Federal
        Reserve Bank, as clearing bank for the Trustee, to debit the Trustee's
        account in the amount of the outgoing amount; PROVIDED FURTHER that a
        failure of the Trustee to transfer funds by 4:30 p.m., New York City
        time, shall not be a breach of this SUBSECTION 3.01(F) if (i) the same
        bank wire transfer program is not used by both the Company and the
        Trustee to make such transfers


                                       23
<PAGE>

        or (ii) a Trustee Force Majeure Delay occurs, and in either such event
        the Trustee shall use its best efforts to transfer funds within a
        reasonable time.

                (g) SETOFF. In addition to the provisions of SECTION 8.05, (i)
        if the Company shall fail to make a payment as provided in this
        Agreement or any Supplement, the Servicer or the Trustee may set off and
        apply any amounts otherwise payable to the Company under any Pooling and
        Servicing Agreement. The Company hereby waives demand, notice or
        declaration of such setoff and application; PROVIDED that notice will
        promptly be given to the Company of such setoff and application;
        PROVIDED FURTHER that failure to give such notice shall not affect the
        validity of such setoff; and (ii) in the event the Servicer shall fail
        to make a payment as provided in any Pooling and Servicing Agreement,
        the Trustee may set off and apply any amounts otherwise payable to the
        Servicer in its capacity as Servicer under the Transaction Documents on
        account of such obligation. The Servicer hereby waives demand, notice or
        declaration of such setoff and application; PROVIDED that notice will
        promptly be given to the Servicer of such setoff; PROVIDED FURTHER that
        failure to give such notice shall not affect the validity of such
        setoff.

                (h) ALLOCATION AND APPLICATION OF FUNDS. The Servicer shall
        direct the Trustee in writing (which may be given in the form of the
        Monthly Settlement Statements or the Daily Reports) to apply all
        Collections with respect to the Purchased Loans as described in this
        Article III and in the Supplement with respect to each Outstanding
        Series. The Servicer shall direct the Trustee in writing to pay
        Collections to the holder of the Exchangeable Company Interest to the
        extent such Collections are allocated to the Exchangeable Company
        Interest under SUBSECTION 3.01(F) and as otherwise provided in Article
        III. Unless otherwise provided in one or more Supplements, if the
        Trustee receives any Monthly Settlement Statement or Daily Report at or
        before 12:00 (Noon), New York City time, on any Business Day, the
        Trustee shall make any applications of funds required thereby on the
        same Business Day and otherwise on the next succeeding Business Day.

                 THE REMAINDER OF ARTICLE III SHALL BE SPECIFIED
                 IN THE SUPPLEMENT WITH RESPECT TO EACH SERIES.
                 SUCH REMAINDER SHALL BE APPLICABLE ONLY TO THE
                   SERIES RELATING TO THE SUPPLEMENT IN WHICH
                             SUCH REMAINDER APPEARS.


                                       24
<PAGE>

                                   ARTICLE IV

                             ARTICLE IV IS RESERVED
                     AND MAY BE SPECIFIED IN ANY SUPPLEMENT
                  WITH RESPECT TO THE SERIES RELATING THERETO.

                                    ARTICLE V

                          THE INVESTOR CERTIFICATES AND
                          EXCHANGEABLE COMPANY INTEREST

            SECTION 5.01. THE INVESTOR CERTIFICATES. The Investor Certificates
of each Series and any Class thereof shall be in fully registered form and shall
be substantially in the form of the exhibits with respect thereto attached to
the applicable Supplement. The Investor Certificates shall, upon issue, be
executed by the Company (on behalf of the Trustee of the Trust and without the
Company incurring any personal liability in respect of the Investor
Certificates) and delivered to the Trustee for authentication and redelivery as
provided in SECTION 5.02. Except as otherwise set forth as to any Series or
Class in the related Supplement, the Investor Certificates shall be issued by
the Trust in minimum denominations of $1,000,000 and in integral multiples of
$100,000 in excess thereof. Unless otherwise specified in any Supplement for any
Series, the Investor Certificates shall be issued upon initial issuance as a
Book-Entry Certificate pursuant to SECTION 5.11 in an original principal amount
equal to the Initial Invested Amount with respect to such Series. The Company is
hereby authorized by the Trust to execute and deliver each Investor Certificate
and any documents related thereto on behalf of the Trust. In so doing, the
Company acts as agent of the Trust and shall incur no personal liability in
respect of the Investor Certificates. Each Investor Certificate shall be
executed by manual or facsimile signature on behalf of the Company, as agent of
the Trust, by a Responsible Officer. Investor Certificates bearing the manual or
facsimile signature of the individual who was, at the time when such signature
was affixed, authorized to sign on behalf of the Company, as agent of the Trust,
shall not be rendered invalid, notwithstanding that such individual has ceased
to be so authorized prior to or on the date of the authentication and delivery
of such Investor Certificates or does not hold such office at the date of the
authentication and delivery of such Investor Certificates. No Investor
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Investor Certificate a certificate
of authentication substantially in the form provided for herein executed by or
on behalf of the Trustee by the manual signature of a duly authorized signatory,
and such certificate of authentication upon any Investor Certificate shall be
conclusive evidence, and the only evidence, that such Investor Certificate has
been duly authenticated and delivered hereunder. All Investor Certificates shall
be dated the date of their authentication but failure to do so shall not render
them invalid.


                                       25
<PAGE>

            SECTION 5.02. AUTHENTICATION OF CERTIFICATES.

                (a) The Trustee shall authenticate and deliver the initial
        Series of Investor Certificates that is issued upon the written order of
        the Company (or the Servicer on behalf of the Company) in a form
        reasonably satisfactory to the Trustee, to the holders of the initial
        Series of Investor Certificates, against payment to the Company of the
        Initial Invested Amount. The Investor Certificates shall be duly
        authenticated by or on behalf of the Trustee in authorized denominations
        equal to (in the aggregate) the Initial Invested Amount. Upon a Company
        Exchange as provided in SECTION 5.10 and the satisfaction of certain
        other conditions specified therein, the Trustee shall authenticate and
        deliver the Investor Certificates of additional Series (with the
        designation provided in the applicable Supplement) (or, if provided in
        any Supplement, the additional Investor Certificates of an existing
        Series), upon the written order of the Company, to the Persons
        designated in such Supplement. Upon the written order of the Company (or
        the Servicer on behalf of the Company), the Investor Certificates of any
        Series shall be duly authenticated by or on behalf of the Trustee, in
        authorized denominations equal to (in the aggregate) the Initial
        Invested Amount of such Series of Investor Certificates.

                (b) COMPANY CERTIFICATES. Upon written request of the Company,
        the Trustee shall authenticate and deliver to the Company one or more
        certificates representing the Exchangeable Company Interest in a form
        reasonably satisfactory to the Trustee. Such certificates shall be duly
        authenticated by or on behalf of the Trustee in denominations as
        requested by the Company. The Company shall pay all costs associated
        with such issuance of certificates.

            SECTION 5.03. REGISTRATION OF TRANSFER AND EXCHANGE OF INVESTOR
CERTIFICATES.

                (a) The Trustee shall cause to be kept at the office or agency
        to be maintained by a transfer agent and registrar (which may be the
        Trustee) (the "TRANSFER AGENT AND REGISTRAR") in accordance with the
        provisions of SECTION 8.16 a register (the "CERTIFICATE REGISTER") in
        which, subject to such reasonable regulations as the Trustee may
        prescribe, the Transfer Agent and Registrar shall provide for the
        registration of the Investor Certificates and of transfers and exchanges
        of the Investor Certificates as herein provided. The Company hereby
        appoints The Chase Manhattan Bank as Transfer Agent and Registrar for
        the purpose of registering the Investor Certificates and transfers and
        exchanges of the Investor Certificates as herein provided. The Chase
        Manhattan Bank shall be permitted to resign as Transfer Agent and
        Registrar upon 30 days prior written notice to the Company, the Trustee
        and the Servicer; PROVIDED, HOWEVER, that such resignation shall not be
        effective and The Chase Manhattan Bank shall continue to perform its
        duties as Transfer Agent and Registrar until the Trustee has appointed a
        successor Transfer Agent and Registrar reasonably acceptable to the
        Company and such successor Transfer Agent and Registrar has accepted
        such appointment. The provisions of SECTIONS 8.01, 8.02, 8.03, 8.05 and
        10.19 shall apply to The Chase Manhattan Bank (or the Trustee to the
        extent it is so acting) also in its role as Transfer Agent or Registrar,
        as


                                       26
<PAGE>

        the case may be, for so long as The Chase Manhattan Bank (or the Trustee
        to the extent it is so acting) shall act as Transfer Agent or Registrar,
        as the case may be.

            The Company hereby agrees to provide the Trustee from time to time
sufficient funds, on a timely basis and in accordance with and subject to
SECTION 8.05, for the payment of any reasonable compensation payable to the
Transfer Agent and Registrar for its services under this SECTION 5.03 and under
SECTION 5.10. The Trustee hereby agrees that, upon the receipt of such funds
from the Company, it shall pay the Transfer Agent and Registrar such amounts.

            Upon surrender for registration of transfer of any Investor
Certificate at any office or agency of the Transfer Agent and Registrar
maintained for such purpose, the Company shall execute (on behalf of the Trust),
and the Trustee shall, upon the written order of the Company, and satisfaction
of any transfer restrictions set forth herein or in the related Supplement,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Investor Certificates in authorized denominations
of the same Series (and Class) representing like aggregate Fractional Undivided
Interests and which bear numbers that are not contemporaneously outstanding.

            At the option of an Investor Certificateholder, Investor
Certificates may be exchanged for other Investor Certificates of the same Series
(and Class) in authorized denominations of like aggregate Fractional Undivided
Interests, bearing numbers that are not contemporaneously outstanding, upon
surrender of the Investor Certificates to be exchanged at any such office or
agency of the Transfer Agent and Registrar maintained for such purpose.

            Whenever any Investor Certificates of any Series are so surrendered
for exchange, the Company shall execute (on behalf of the Trust), and the
Trustee shall, upon the written order of the Company, and satisfaction of any
transfer restrictions set forth herein or in the related Supplement,
authenticate and (unless the Transfer Agent and Registrar is different from the
Trustee, in which case the Transfer Agent and Registrar shall) deliver, the
Investor Certificates of such Series which the Investor Certificateholder making
the exchange is entitled to receive. Every Investor Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer, with sufficient instructions, duly executed by
the Investor Certificateholder thereof or his attorney-in-fact duly authorized
in writing delivered to the Trustee (unless the Transfer Agent and Registrar is
different from the Trustee, in which case to the Transfer Agent and Registrar)
and complying with any requirements set forth in the applicable Supplement.

            No service charge shall be made for any registration of transfer or
exchange of Investor Certificates, but the Transfer Agent and Registrar may
require any Investor Certificateholder that is transferring or exchanging one or
more Investor Certificates to pay a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Investor Certificates.

            All Investor Certificates surrendered for registration of transfer
and exchange shall be canceled and disposed of in a customary manner
satisfactory to the Trustee.


                                       27
<PAGE>

            The Company shall, as agent of the Trust and without incurring
personal liability with respect to the Investor Certificates, execute and
deliver Investor Certificates to the Trustee or the Transfer Agent and Registrar
in such amounts and at such times as are necessary to enable the Trustee and the
Transfer Agent and Registrar to fulfill their respective responsibilities under
this Agreement and the Investor Certificates.

                (b) The Transfer Agent and Registrar will maintain at its
        expense in Houston, Texas and, subject to SUBSECTION 5.03(A), if
        specified in the related Supplement for any Series, any other city
        designated in such Supplement, an office or offices or agency or
        agencies where Investor Certificates may be surrendered for registration
        or transfer or exchange.

                (c) Unless otherwise stated in any related Supplement,
        registration of transfer of Investor Certificates containing a legend
        relating to restrictions on transfer of such Investor Certificates
        (which legend shall be set forth in the Supplement relating to such
        Investor Certificates) shall be effected only if the conditions set
        forth in the related Supplement are complied with.

            Investor Certificates issued upon registration or transfer of, or in
exchange for, Investor Certificates bearing the legend referred to above shall
also bear such legend unless the Company, the Servicer, the Trustee and the
Transfer Agent and Registrar receive an Opinion of Counsel satisfactory to each
of them, to the effect that such legend may be removed.

            SECTION 5.04. MUTILATED, DESTROYED, LOST OR STOLEN INVESTOR
CERTIFICATES. If (a) any mutilated Investor Certificate is surrendered to the
Transfer Agent and Registrar, or the Transfer Agent and Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any Investor
Certificate and (b) there is delivered to the Transfer Agent and Registrar and
the Trustee such security or indemnity as may be required by them to save the
Trust, each of them and the Company harmless, then, in the absence of actual
notice to the Trustee or Transfer Agent and Registrar that such Investor
Certificate has been acquired by a bona fide purchaser, the Company shall
execute on behalf of the Trust and, upon the written request of the Company, the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Investor Certificate, a new Investor
Certificate of like tenor and aggregate Fractional Undivided Interest and
bearing a number that is not contemporaneously outstanding. In connection with
the issuance of any new Investor Certificate under this SECTION 5.04, the
Trustee or the Transfer Agent and Registrar may require the payment by the
Investor Certificateholder of a sum sufficient to cover any tax or other
governmental expenses (including the fees and expenses of the Trustee and
Transfer Agent and Registrar) connected therewith. Any duplicate Investor
Certificate issued pursuant to this SECTION 5.04 shall constitute complete and
indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Investor Certificate shall be found
at any time.

            SECTION 5.05. PERSONS DEEMED OWNERS. At all times prior to due
presentation of an Investor Certificate for registration of transfer, the
Company, the Trustee, the Paying Agent, the Transfer Agent and Registrar and any
agent of any of them may treat the


                                       28
<PAGE>

Person in whose name any Investor Certificate is registered as the owner of such
Investor Certificate for the purpose of receiving distributions pursuant to
Article IV of the related Supplement and for all other purposes whatsoever, and
neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any
agent of any of them shall be affected by any notice to the contrary.
Notwithstanding the foregoing provisions of this SECTION 5.05, in determining
whether the Investor Certificateholders of the requisite Fractional Undivided
Interests have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Investor Certificates owned by the Company, the
Servicer or any Affiliate thereof, shall be disregarded and deemed not to be
outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Investor Certificates which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Investor
Certificates so owned by the Company, the Servicer or any Affiliate thereof
which have been pledged in good faith shall not be disregarded and may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Investor Certificates
and that the pledgee is not the Company, the Servicer or any Affiliate thereof.

            SECTION 5.06. APPOINTMENT OF PAYING AGENT. The Paying Agent shall
make distributions to Investor Certificateholders from the Collection Account
(and/or any other account or accounts maintained for the benefit of Investor
Certificateholders as specified in the related Supplement for any Series)
pursuant to Articles III and IV. The Trustee may revoke such power and remove
the Paying Agent if the Trustee determines in its sole discretion that the
Paying Agent shall have failed to perform its obligations under this Agreement
in any material respect. Unless otherwise specified in the related Supplement
for any Series and with respect to such Series, the Paying Agent shall initially
be The Chase Manhattan Bank and any co-paying agent chosen by The Chase
Manhattan Bank. Each Paying Agent shall have a combined capital and surplus of
at least $100,000,000. The Paying Agent shall be permitted to resign upon 30
days' prior written notice to the Trustee. In the event that the Paying Agent
shall so resign, the Trustee shall appoint a successor to act as Paying Agent
(which shall be a depositary institution or trust company) reasonably acceptable
to the Company which appointment shall be effective on the date on which the
Person so appointed gives the Trustee written notice that it accepts the
appointment. Any resignation or removal of the Paying Agent and appointment of
successor Paying Agent pursuant to this SECTION 5.06 shall not become effective
until acceptance of appointment by the successor Paying Agent, as provided in
this SECTION 5.06. The Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Trustee to execute and deliver to the
Trustee an instrument in which such successor Paying Agent or additional Paying
Agent shall agree with the Trustee that as Paying Agent, such successor Paying
Agent or additional Paying Agent will hold all sums, if any, held by it for
payment to the Investor Certificateholders in trust for the benefit of the
Investor Certificateholders entitled thereto until such sums shall be paid to
such Investor Certificateholders. The Paying Agent shall return all unclaimed
funds to the Trustee and upon removal of a Paying Agent such Paying Agent shall
also return all funds in its possession to the Trustee. The provisions of
SECTIONS 8.01, 8.02, 8.03, 8.05 and 10.18 shall apply to The Chase Manhattan
Bank (or the Trustee to the extent it is so acting) also in its role as Paying
Agent, for so long as The Chase Manhattan Bank (or the


                                       29
<PAGE>

Trustee to the extent it is so acting) shall act as Paying Agent. Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

            The Company hereby agrees to provide the Trustee from time to time
sufficient funds, on a timely basis and in accordance with and subject to
SECTION 8.05, for the payment of any reasonable compensation payable to the
Paying Agent for its services under this SECTION 5.06. The Trustee hereby agrees
that, upon the receipt of such funds from the Company, it shall pay the Paying
Agent such amounts.

            SECTION 5.07. ACCESS TO LIST OF INVESTOR CERTIFICATEHOLDERS' NAMES
AND ADDRESSES. The Trustee will furnish or cause to be furnished by the Transfer
Agent and Registrar to the Company, the Servicer or the Paying Agent, within 10
Business Days after receipt by the Trustee of a request therefor from the
Company, the Servicer or the Paying Agent, respectively, in writing, a list of
the names and addresses of the Investor Certificateholders as then recorded by
or on behalf of the Trustee. The costs and expenses incurred in connection with
the provision of such list shall constitute Program Costs under the Supplement
for the applicable Series. If three or more Investor Certificateholders of
record or any Investor Certificateholder of any Series or a group of Investor
Certificateholders of record representing Fractional Undivided Interests
aggregating not less than 10% of the Invested Amount of the related Outstanding
Series (the "APPLICANTS") apply in writing to the Trustee, and such application
states that the Applicants desire to communicate with other Investor
Certificateholders of any Series with respect to their rights under this
Agreement or under the Investor Certificates and is accompanied by a copy of the
communication which such Applicants propose to transmit, then the Trustee, after
having been adequately indemnified by such Applicants for its costs and
expenses, shall transmit or shall cause the Transfer Agent and Registrar to
transmit, such communication to the Investor Certificateholders reasonably
promptly after the receipt of such application.

            Every Investor Certificateholder, by receiving and holding an
Investor Certificate, agrees with the Trustee that neither the Trustee, the
Transfer Agent and Registrar, nor any of their respective agents, officers,
directors or employees shall be held accountable by reason of the disclosure or
mailing of any such information as to the names and addresses of the Investor
Certificateholders hereunder, regardless of the sources from which such
information was derived.

            As soon as practicable following each Record Date, the Trustee shall
provide to the Paying Agent or its designee, a list of Investor
Certificateholders in such form as the Paying Agent may reasonably request.

            SECTION 5.08. AUTHENTICATING AGENT.

                (a) The Trustee may appoint one or more authenticating agents
        with respect to the Investor Certificates which shall be authorized to
        act on behalf of the Trustee in authenticating the Investor Certificates
        in connection with the issuance, delivery, registration of transfer,
        exchange or repayment of the Investor Certificates; PROVIDED, that each
        such authenticating agent shall satisfy the conditions set forth in


                                       30
<PAGE>

        SECTION 8.06. Whenever reference is made in this Agreement to the
        authentication of Investor Certificates by the Trustee or the Trustee's
        certificate of authentication, such reference shall be deemed to include
        authentication on behalf of the Trustee by an authenticating agent and a
        certificate of authentication executed on behalf of the Trustee by an
        authenticating agent.

                (b) Any institution succeeding to the corporate trust business
        of an authenticating agent shall continue to be an authenticating agent
        without the execution or filing of any paper or any further act on the
        part of the Trustee or such authenticating agent; PROVIDED such
        institution satisfies the conditions set forth in SECTION 8.06.

                (c) An authenticating agent may at any time resign by giving
        written notice of resignation to the Trustee. Upon the receipt by the
        Trustee of any such notice of resignation and upon the giving of any
        such notice of termination by the Trustee, the Trustee shall immediately
        give notice of such resignation or termination to the Company. Any
        resignation of an authenticating agent shall not become effective until
        acceptance of appointment by the successor authenticating agent as
        provided in this SECTION 5.08. The Trustee may at any time terminate the
        agency of an authenticating agent by giving notice of termination to
        such authenticating agent. Upon receiving such a notice of resignation
        or upon such a termination, or in case at any time an authenticating
        agent shall cease to be acceptable to the Trustee or fail to satisfy the
        conditions set forth in SECTION 8.06, the Trustee promptly may appoint a
        successor authenticating agent. Any successor authenticating agent upon
        acceptance of its appointment hereunder shall become vested with all the
        rights, powers and duties of its predecessor hereunder, with like effect
        as if originally named as an authenticating agent. No successor
        authenticating agent (other than an Affiliate of the Trustee) shall be
        appointed unless such authenticating agent (i) is reasonably acceptable
        to the Trustee and the Company and (ii) satisfies the conditions set
        forth in SECTION 8.06.

                (d) The Company hereby agrees to provide the Trustee from time
        to time sufficient funds, on a timely basis and in accordance with and
        subject to SECTION 8.05, for the payment of any reasonable compensation
        payable to each authenticating agent for its services under this SECTION
        5.08. The Trustee hereby agrees that, upon the receipt of such funds
        from the Company it shall pay each authenticating agent such amounts.

                (e) The provisions of SECTIONS 8.01, 8.02, 8.03, 8.05 and 10.18
        shall be applicable to any authenticating agent.

                (f) Pursuant to an appointment made under this SECTION 5.08, the
        Investor Certificates may have endorsed thereon, in lieu of the
        Trustee's certificate of authentication, an alternate certificate of
        authentication in substantially the following form:


                                       31
<PAGE>

                    "This is one of the Investor Certificates
                      referred to in the Pooling Agreement
             dated as of August 25, 2000, among Bunge Funding, Inc.,
   Bunge Management Services, Inc., as Servicer and The Chase Manhattan Bank,
                                   as Trustee.


                            THE CHASE MANHATTAN BANK


                             as Authenticating Agent
                                 for the Trustee

      By   _________________________
             Authorized Signatory

            SECTION 5.09. TAX TREATMENT. It is the intent of the Servicer, the
Company, the Investor Certificateholders and the Trustee that, under applicable
U.S. Federal, State and local income and franchise tax laws (but for no other
purpose), the Investor Certificates will qualify as indebtedness of the Company
secured by the Trust Assets and that the Trust will not be characterized as an
association or publicly traded partnership taxable as a corporation. The
Company, the Servicer and the Trustee, by entering into this Agreement, and each
Investor Certificateholder, by its acceptance of its Investor Certificate, agree
to treat, except as otherwise required by law, the Investor Certificates for
applicable U.S. Federal, State and local income and franchise tax purposes (but
for no other purpose) as indebtedness of the Company. The provisions of this
Agreement and all related Transaction Documents shall be construed to further
these intentions of the parties; PROVIDED, FURTHER that nothing in this SECTION
5.09 shall impose on the Company any personal liability in respect of the
Investor Certificates. This SECTION 5.09 shall survive the termination of this
Agreement and shall be binding on all transferees of any of the foregoing
persons.

            SECTION 5.10. EXCHANGEABLE COMPANY INTEREST.

                (a) The Company may decrease the amount of the Exchangeable
        Company Interest in exchange for (i) an increase in the Invested Amount
        of a Class of Investor Certificates of an Outstanding Series or (ii) one
        or more newly issued Series of Investor Certificates (any such decrease
        a "COMPANY EXCHANGE"). (A Company Exchange shall not be necessary in
        connection with an increase in the Invested Amount of any Investor
        Certificates issued in a Series with an Invested Amount that may
        increase or decrease from time to time. Such Investor Certificates are
        expected to be designated as "VARIABLE FUNDING CERTIFICATES" or "VFC
        CERTIFICATES"). The Company may perform a Company Exchange by notifying
        the Trustee, in writing at least five Business Days in advance (an
        "EXCHANGE NOTICE") of the date upon which the Company Exchange is to
        occur (an "EXCHANGE DATE"). Any Exchange Notice shall state the
        designation of any Series to be issued on the Exchange Date and, with
        respect to each such Series: (a) its additional or Initial Invested
        Amount, as the case may be, if any, which in the aggregate


                                       32
<PAGE>

        at any time may not be greater than the current principal amount of the
        Exchangeable Company Interest, if any, at such time and (b) its
        Certificate Rate (or the method for allocating interest payments or
        other cash flow to such Series), if any. On the Exchange Date, the
        Trustee shall only authenticate and deliver any Investor Certificates
        evidencing an increase in the Invested Amount of a Class of Investor
        Certificates or a newly issued Series upon delivery by the Company (as
        agent of the Trust with respect to clause (g) below) to the Trustee of
        the following (together with the delivery by the Company to the Trustee
        of any additional agreements, instruments or other documents as are
        specified in the related Supplement): (a) a Supplement executed by the
        Company and specifying the Principal Terms of such Series (PROVIDED that
        no such Supplement shall be required for any increase in the Invested
        Amount of a Class of Investor Certificates unless it is so required by
        the related Supplement), (b) a Tax Opinion addressed to the Trustee and
        the Trust, (c) a General Opinion addressed to the Trustee and the Trust,
        (d) a Responsible Officer's certificate certifying that all conditions
        precedent to the authentication and delivery of such Investor
        Certificates have been satisfied and upon which Responsible Officer's
        certificate the Trustee may conclusively rely, (e) written confirmation
        from each Rating Agency that the Company Exchange will not result in the
        Rating Agency reducing or withdrawing its rating on the Commercial Paper
        or any then Outstanding Series or any Class of any such Outstanding
        Series rated by it, (f) written instructions of an officer of the
        Company specifying the amount, Series, Investor Certificates, other
        Interests to be issued with respect to such Company Exchange and the
        Exchangeable Company Interest following any such Company Exchange and
        (g) the applicable Investor Certificates if necessary. Upon delivery of
        the items listed in clauses (a) through (g) above and satisfaction of
        any conditions set forth in any Supplement for an Outstanding Series,
        the existing Exchangeable Company Interest, shall be deemed adjusted as
        of the Exchange Date as provided above. The Trustee shall cause to be
        kept at the office or agency to be maintained by the Transfer Agent and
        Registrar in accordance with the provisions of SECTION 8.16 a register
        (the "EXCHANGE REGISTER") in which, subject to such reasonable
        regulations as the Trustee may prescribe, the Transfer Agent and
        Registrar shall record all Company Exchanges and the amount of the
        Exchangeable Company Interest following any such Company Exchange. There
        is no limit to the number of Company Exchanges that the Company may
        perform under this Agreement. If the Company shall, on any Exchange
        Date, retain any Investor Certificates issued on such Exchange Date, it
        shall, prior to transferring any such Investor Certificates to another
        Person, obtain a Tax Opinion. Additional restrictions relating to a
        Company Exchange may be set forth in any Supplement.

                (b) Upon any Company Exchange, the Trustee, in accordance with
        the written directions of the Company, shall issue to the Company under
        SECTION 5.01, for execution, as agent of the Trust, and redelivery to
        the Trustee for authentication under SECTION 5.02, (i) one or more
        Investor Certificates representing an increase in the Invested Amount of
        an Outstanding Series, or (ii) one or more new Series of Investor
        Certificates. Any such Investor Certificates shall be substantially in
        the form specified in the


                                       33
<PAGE>

        applicable Supplement and each shall bear, upon its face, the
        designation for such Series to which each such Certificate belongs so
        selected by the Company.

                (c) In conjunction with a Company Exchange, the parties hereto
        shall, except as otherwise provided in subsection (a) above, execute a
        Supplement to this Agreement, which shall define, with respect to any
        additional Investor Certificates or newly issued Series, as the case may
        be: (i) its name or designation, (ii) its additional or initial
        principal amount, as the case may be, (or method for calculating such
        amount), (iii) its coupon rate (or formula for the determination
        thereof), (iv) the interest payment date or dates and the date or dates
        from which interest shall accrue, (v) the method for allocating
        Collections to Holders, (vi) the names of any accounts to be used by
        such Series and the terms governing the operation of any such accounts,
        (vii) the issue and terms of a letter of credit or other form of
        Enhancement, if any, with respect thereto, (viii) the terms on which the
        Certificates of such Series may be repurchased by the Company or may be
        remarketed to other investors, (ix) the Series Termination Date, (x) any
        deposit account maintained for the benefit of Holders, (xi) the number
        of classes of such Series, and if more than one class, the rights and
        priorities of each such Class, (xii) the rights of the holder of the
        Exchangeable Company Interest that have been transferred to the holders
        of such Series, (xiii) the designation of any Series Accounts and the
        terms governing the operation of any such Series Accounts, (xiv)
        provisions acceptable to the Trustee concerning the payment of the
        Trustee's fees and expenses and (xv) other relevant terms (all such
        terms, the "PRINCIPAL TERMS" of such Series). The Supplement executed in
        connection with the Company Exchange shall contain administrative
        provisions which are reasonably acceptable to the Trustee.

                (d) The Company shall not transfer, assign, exchange or
        otherwise dispose of the Exchangeable Company Interest without (i) the
        prior satisfaction of the Rating Agency Condition and (ii) delivery of a
        Tax Opinion. If the Company shall transfer, assign, exchange or
        otherwise dispose of all or any portion of the Exchangeable Company
        Interest in accordance with the preceding sentence, the Transfer Agent
        and Registrar shall record the transfer, assignment, exchange or other
        disposition of the Exchangeable Company Interest in the Exchange
        Register. Any Holder who wishes to transfer, assign, exchange or
        otherwise dispose of all or any portion of the Exchangeable Company
        Interest held by it shall deliver instructions and a written instrument
        of transfer, with sufficient instructions, duly executed by the Holder
        or his attorney-in-fact duly authorized in writing delivered to the
        Trustee (unless the Transfer Agent and Registrar is different from the
        Trustee, in which case to the Transfer Agent and Registrar) and
        complying with any requirements set forth in the applicable Supplement.
        No service charge shall be made for any registration of transfer or
        exchange of all or any portion of the Exchangeable Company Interest, but
        the Transfer Agent and Registrar may require any Holder that is
        transferring or exchanging all or any portion of the Exchangeable
        Company Interest to pay a sum sufficient to cover any tax or
        governmental charge that may be imposed in connection with any transfer
        or exchange of all or any portion of the Exchangeable Company Interest.


                                       34
<PAGE>

                (e) Except as specified in any Supplement for a related Series,
        all Investor Certificates of any Series shall be equally and ratably
        entitled as provided herein to the benefits hereof without preference,
        priority or distinction on account of the actual time or times of
        authentication and delivery, all in accordance with the terms and
        provisions of this Agreement and the applicable Supplement.

            SECTION 5.11. BOOK-ENTRY CERTIFICATES. If specified in any related
Supplement, the Investor Certificates, or any portion thereof, upon original
issuance, shall be issued in the form of one or more typewritten Investor
Certificates representing the Book-Entry Certificates, to be delivered to the
Depository specified in such Supplement which shall be the Clearing Agency,
specified by, or on behalf of, the Company for such Series. The Investor
Certificates shall initially be registered on the Certificate Register in the
name of the nominee of such Clearing Agency, and no Certificate Book-Entry
Holder will receive a definitive certificate representing such Certificate
Book-Entry Holder's interest in the Investor Certificates, except as provided in
SECTION 5.13. Unless and until definitive, fully registered Investor
Certificates ("DEFINITIVE CERTIFICATES") have been issued to Investor
Certificateholders pursuant to SECTION 5.13 or the related Supplement:

                (a) the provisions of this SECTION 5.11 shall be in full force
        and effect;

                (b) the Company, the Servicer and the Trustee may deal with each
        Clearing Agency for all purposes (including the making of distributions
        on the Investor Certificates) as the Investor Certificateholder without
        respect to whether there has been any actual authorization of such
        actions by the Certificate Book-Entry Holders with respect to such
        actions;

                (c) to the extent that the provisions of this SECTION 5.11
        conflict with any other provisions of this Agreement, the provisions of
        this SECTION 5.11 shall control; and

                (d) the rights of Certificate Book-Entry Holders shall be
        exercised only through the Clearing Agency and the related Clearing
        Agency Participants and shall be limited to those established by law and
        agreements between such related Certificate Book-Entry Holders and the
        Clearing Agency and/or the Clearing Agency Participants. Pursuant to the
        Depository Agreement, the initial Clearing Agency will make book-entry
        transfers among the Clearing Agency Participants and receive and
        transmit distributions of principal and interest on the Investor
        Certificates to such Clearing Agency Participants.

            Notwithstanding the foregoing, no Class or Series of Investor
Certificates may be issued as Book-Entry Certificates (but, instead, shall be
issued as Definitive Certificates) unless at the time of issuance of such Class
or Series, the Company and the Trustee receive a Tax Opinion.


                                       35
<PAGE>

            SECTION 5.12. NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Investor Certificateholders is required under this
Agreement, unless and until Definitive Certificates shall have been issued to
Certificate Book-Entry Holders pursuant to SECTION 5.13, the Trustee shall give
all such notices and communications specified herein to be given to the Investor
Certificateholders to the Clearing Agencies.

            SECTION 5.13. DEFINITIVE CERTIFICATES. If (a)(i) the Company advises
the Trustee in writing that any Clearing Agency is no longer willing or able to
properly discharge its responsibilities under the applicable Depository
Agreement, and (ii) the Company is unable to locate a qualified successor, (b)
the Company, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (c) after the
occurrence of a Servicer Default or an Early Amortization Event, Certificate
Book-Entry Holders representing Fractional Undivided Interests aggregating more
than 50% of the Invested Amount held by such Certificate Book-Entry Holders of
each affected Series then issued and outstanding (and, if applicable, the
Majority Letter of Credit Banks and the Majority Liquidity Banks) advise the
Clearing Agency through the Clearing Agency Participants in writing, and the
Clearing Agency shall so notify the Trustee, that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of the Certificate Book-Entry Holders, the Trustee shall notify the Clearing
Agency, which shall be responsible to notify the Certificate Book-Entry Holders,
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Book-Entry Holders requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the Trustee shall issue the Definitive Certificates. Neither the
Company nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions.

                                   ARTICLE VI

                      OTHER MATTERS RELATING TO THE COMPANY

            SECTION 6.01. LIABILITY OF THE COMPANY. Except as set forth below in
this SECTION 6.01, the Company shall be liable for all obligations, covenants,
representations and warranties of the Company arising under or related to this
Agreement or any Supplement. Except as provided in the preceding sentence and
otherwise herein, the Company shall be liable only to the extent of the
obligations specifically undertaken by it in its capacity as Company hereunder
and shall not be liable for any act or omission of the Paying Agent, an
authenticating agent, the Transfer Agent and Registrar or the Trustee.
Notwithstanding any other provision hereof or of any Supplement, the sole remedy
of the Trust, the Trustee (in its individual capacity or as Trustee), the
Holders or any other Person in respect of any obligation, covenant,
representation, warranty or agreement of the Company under or related to this
Agreement or any Supplement shall be against the assets of the Company. Neither
the Trust, the Trustee, the Holders nor any other Person shall have any claim
against the Company to the extent that such


                                       36
<PAGE>

assets are insufficient to meet such obligations, covenant, representation,
warranty or agreement (the difference being referred to herein as a "SHORTFALL")
and all claims in respect of the shortfall shall be extinguished.

            SECTION 6.02. LIMITATION ON LIABILITY OF THE COMPANY. Subject to
SECTIONS 6.01 and 10.19, neither the Company nor any of its directors or
officers or employees or agents shall be under any liability to the Trust, the
Trustee, the Holders or any other Person for any action taken or for refraining
from the taking of any action pursuant to this Agreement whether or not such
action or inaction arises from express or implied duties under any Transaction
Document; PROVIDED, HOWEVER, that this provision shall not protect the Company
against any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or gross negligence in the performance of any duties or by
reason of reckless disregard of any obligations and duties hereunder. The
Company and any director or officer or employee or agent of the Company may rely
in good faith on any document of any kind PRIMA FACIE properly executed and
submitted by any Person (other than, in the case of the Company, the Company or
the Servicer) respecting any matters arising hereunder.

                                   ARTICLE VII

                            EARLY AMORTIZATION EVENTS

            SECTION 7.01. EARLY AMORTIZATION EVENTS. Unless modified with
respect to any Series of Investor Certificates by any related Supplement, if any
one of the following events (each, an "EARLY AMORTIZATION EVENT") shall occur:

                (a) an Insolvency Event shall have occurred with respect to the
        Company;

                (b) the Trust or the Company shall become an "investment
        company" within the meaning of the 1940 Act;

                (c) the Trust shall receive a written notice from the Internal
        Revenue Service taking the position that the Trust should be
        characterized for United States federal income tax purposes as a
        "publicly traded partnership" or as an association taxable as a
        corporation and counsel to the Company cannot provide an opinion
        addressed to the Trustee and reasonably acceptable to the Letter of
        Credit Agent and the Administrative Agent that such claim is without
        merit; or

                (d) the Trustee shall be appointed Successor Servicer pursuant
        to the Servicing Agreement;

then, an "Early Amortization Period" with respect to all Outstanding Series
shall commence without any notice or other action on the part of the Trustee,
any Investor Certificateholder, the Letter of Credit Agent, any Letter of Credit
Bank, the Administrative Agent or any Liquidity


                                       37
<PAGE>

Bank immediately upon the occurrence of such event. The Servicer shall notify
each Rating Agency, the Letter of Credit Agent, the Administrative Agent and the
Trustee in writing of the occurrence of any Early Amortization Period,
specifying the cause thereof. Upon the commencement against the Company of a
case, proceeding or other action described in clause (ii) of the definition of
"Insolvency Event", the Company shall cease to purchase Loans from any Seller
and cease to transfer Purchased Loans to the Trust, until such time, if any, as
such case, proceeding or other action is vacated, discharged, or stayed or
bonded pending appeal. If an Insolvency Event with respect to the Company
occurs, the Company shall immediately cease to transfer Purchased Loans to the
Trust (or, if the Company has previously suspended the transfer of Purchased
Loans to the Trust to comply with the preceding sentence, such suspension shall
become a permanent cessation of the transfer of Purchased Loans to the Trust)
and shall promptly give written notice to the Trustee of such occurrence.
Notwithstanding any cessation of the transfer to the Trust of additional
Purchased Loans, Purchased Loans transferred to the Trust prior to the
occurrence of such Insolvency Event and Collections in respect of such Purchased
Loans and interest, whenever created, accrued in respect of such Purchased
Loans, shall continue to be a part of the Trust.

            Additional Early Amortization Events and the consequences thereof
may be set forth in each Supplement with respect to the Series relating thereto.

            SECTION 7.02. ADDITIONAL RIGHTS UPON THE OCCURRENCE OF CERTAIN
EVENTS.

                (a) If after the occurrence of an Insolvency Event with respect
        to the Company, the Aggregate Invested Amount and all accrued and unpaid
        interest thereon have not been paid to the Investor Certificateholders,
        the Trustee in accordance with the written direction of the Servicer
        shall (i) publish a notice in the Wall Street Journal (the "AUTHORIZED
        NEWSPAPER") that an Insolvency Event has occurred and that the Trustee
        intends to sell, dispose of or otherwise liquidate the Purchased Loans
        in a commercially reasonable manner and (ii) send written notice to the
        Investor Certificateholders, the Letter of Credit Agent and the
        Administrative Agent and request instructions from such Persons, which
        notice shall request each Certificateholder, the Letter of Credit Agent
        and the Administrative Agent to advise the Trustee in writing that it
        elects one of the following options: (A) the Investor Certificateholder,
        the Letter of Credit Agent and the Administrative Agent wishes the
        Trustee not to sell, dispose of or otherwise liquidate the Purchased
        Loans; (B) the Investor Certificateholder, the Letter of Credit Agent
        and the Administrative Agent wishes the Trustee to sell, dispose of or
        otherwise liquidate the Purchased Loans; or (C) the Investor
        Certificateholder, the Letter of Credit Agent and the Administrative
        Agent refuses to advise the Trustee as to the specific action the
        Trustee should take. If after 60 days from the day notice pursuant to
        clause (i) above is first published (the "PUBLICATION DATE"), the
        Trustee shall not have received written instructions selecting option
        (A) above from (x) except as otherwise provided in a Supplement with
        respect to any Series, Investor Certificateholders representing more
        than 50% of the Invested Amount of each Series (or, in the case of a
        Series having more than one Class of Investor Certificates, Investor
        Certificateholders representing more than


                                       38
<PAGE>

        50% of the Invested Amount of each Class of such Series) and, if
        applicable, the Majority Letter of Credit Banks and the Majority
        Liquidity Banks and (y) if there are any Holders of the Exchangeable
        Company Interest other than the Company, the Holders of the Exchangeable
        Company Interest representing more than 50% of the Company Interest not
        held by the Company, the Trustee shall proceed to sell, dispose of, or
        otherwise liquidate the Purchased Loans in a commercially reasonable
        manner and on commercially reasonable terms, which shall include the
        solicitation of competitive bids and the Trustee shall proceed to
        consummate the sale, liquidation or disposition of the Purchased Loans
        as provided above with the highest bidder for the Purchased Loans. The
        Company or any of its Affiliates shall be permitted to bid for the
        Purchased Loans. In addition, the Company or any of its Affiliates shall
        have the right to match any bid by a third person and be granted the
        right to purchase the Purchased Loans at such matched bid price. All
        reasonable costs and expenses incurred by the Trustee in such sale shall
        be reimbursable to the Trustee as provided in SECTION 8.05. After the
        appointment of the Trustee as Successor Servicer pursuant to the
        Servicing Agreement, the Trustee shall proceed to sell, dispose of, or
        otherwise liquidate the Purchased Loans in a commercially reasonable
        manner and on commercially reasonable terms, which shall include the
        solicitation of competitive bids and the Trustee shall proceed to
        consummate the sale, liquidation or disposition of the Purchased Loans
        as provided above with the highest bidder for the Purchased Loans. The
        Company or any of its Affiliates shall be permitted to bid for the
        Purchased Loans. In addition, the Company or any of its Affiliates shall
        have the right to match any bid by a third person and be granted the
        right to purchase the Purchased Loans at such matched bid price. The
        provisions of SECTIONS 7.01 and 7.02 shall be cumulative. All reasonable
        costs and expenses incurred by the Trustee in such sale shall be
        reimbursable to the Trustee as provided in SECTION 8.05.

                (b) The proceeds from the sale, disposition or liquidation of
        the Purchased Loans pursuant to subsection (a) above shall be treated as
        Collections on the Purchased Loans and such proceeds shall be released
        to the Trustee in an amount equal to the amount of any expenses incurred
        by the Trustee acting in its capacity either as Trustee or as
        liquidating agent under this SECTION 7.02 that have not otherwise been
        reimbursed and the remainder, if any, will be distributed to Investor
        Certificateholders of each Series after immediately being deposited in
        the Collection Account, in accordance with the provisions of SUBSECTION
        3.01(D) and the related Supplement for such Series. After giving effect
        to all such distributions, the remainder, if any, shall be allocated to
        the Exchangeable Company Interest and shall be released to the Holders
        of the Exchangeable Company Interest pro-rata based on the amount of the
        Exchangeable Company Interest held by each Holder thereof.


                                       39
<PAGE>

                                  ARTICLE VIII

                                   THE TRUSTEE

            SECTION 8.01. DUTIES OF TRUSTEE.

                (a) The Trustee, prior to the occurrence of a Servicer Default
        or Early Amortization Event of which a Responsible Officer of the
        Trustee has actual knowledge and after the curing of all Servicer
        Defaults and Early Amortization Events which may have occurred,
        undertakes to perform such duties and only such duties as are
        specifically set forth in the Pooling and Servicing Agreements or any
        Supplement and no implied covenants or obligations shall be read into
        such Pooling and Servicing Agreements against the Trustee. If a Servicer
        Default or Early Amortization Event of which a Responsible Officer of
        the Trustee has actual knowledge occurred (which has not been cured or
        waived), the Trustee shall exercise the rights and powers vested in it
        by any Pooling and Servicing Agreement or any Supplement and shall use
        the same degree of care and skill in their exercise as a prudent person
        would exercise or use under the circumstances in the conduct of such
        person's own affairs.

                (b) The Trustee may conclusively rely as to the truth of the
        statements and the correctness of the opinions expressed therein upon
        resolutions, certificates, statements, opinions, reports (including the
        Daily Report and the Monthly Settlement Statement), documents, orders or
        other instruments furnished to the Trustee; PROVIDED, that (i) in the
        case of any of the above which are specifically required to be furnished
        to the Trustee pursuant to any provision of the Pooling and Servicing
        Agreements, the Trustee shall, subject to SECTION 8.02, examine them to
        determine whether they appear on their face to conform to the
        requirements of this Agreement and (ii) in the case of any of the above
        as to which the Trustee is required to perform procedures pursuant to
        the Internal Operating Procedures Memorandum, the Trustee shall perform
        said procedures in accordance with the Internal Operating Procedures
        Memorandum.

                (c) Subject to SUBSECTION 8.01(A), no provision of this
        Agreement or any Supplement shall be construed to relieve the Trustee
        from liability for its own grossly negligent action, its own grossly
        negligent failure to act or its own willful misconduct; PROVIDED,
        HOWEVER, that:

                        (i) the Trustee shall not be liable for an error of
                judgment unless it shall be proved that the Trustee was grossly
                negligent, or acted in bad faith, in ascertaining the pertinent
                facts;

                        (ii) the Trustee shall not be liable with respect to any
                action taken, suffered or omitted to be taken by it in good
                faith;

                        (iii) the Trustee shall not be charged with knowledge of
                any failure by the Servicer to comply with any of its
                obligations or any other Potential


                                       40
<PAGE>

                Servicer Default, unless a Responsible Officer of the Trustee
                obtains actual knowledge of such failure or the Trustee receives
                written notice of such failure from the Servicer, the Letter of
                Credit Agent, the Administrative Agent or any Investor
                Certificateholder;

                        (iv) the Trustee shall not be charged with knowledge of
                a Servicer Default, Early Amortization Event, Purchase
                Termination Event, Potential Purchase Termination Event or
                Potential Early Amortization Event unless a Responsible Officer
                of the Trustee obtains actual knowledge of such event or the
                Trustee receives written notice of such default or event from
                the Servicer, the Letter of Credit Agent, the Administrative
                Agent or any Holder of Investor Certificates;

                        (v) the Trustee shall not be liable for any investment
                losses resulting from any investments of funds on deposit in the
                Collection Account or any subaccounts thereof (PROVIDED that
                such investments are Eligible Investments); and

                        (vi) the Trustee shall have no duty to monitor the
                performance of the Servicer, nor shall it have any liability in
                connection with malfeasance or nonfeasance by the Servicer; the
                Trustee shall have no liability in connection with compliance of
                the Servicer or the Company with statutory or regulatory
                requirements related to the Purchased Loans; and the Trustee
                shall have no duty to perform, except as otherwise required
                pursuant to the Internal Operating Procedures Memorandum, any
                recalculation or verification of any calculation with respect to
                data provided to the Trustee by the Servicer.

                (d) The Trustee shall not be required to expend or risk its own
        funds or otherwise incur any financial liability in the performance of
        any of its duties under any Pooling and Servicing Agreement or in the
        exercise of any of its rights or powers, if there is reasonable ground
        for believing that the repayment of such funds or adequate indemnity
        against such risk or liability is not reasonably assured to it, and none
        of the provisions contained in any Pooling and Servicing Agreement shall
        in any event require the Trustee to perform, or be responsible for the
        manner of performance of, any obligations of the Servicer under such
        Agreement except during such time, if any, as the Trustee shall be the
        successor to, and be vested with the rights, duties, powers and
        privileges of, the Servicer in accordance with the terms of such
        Agreement.

                (e) Except as expressly provided in any Pooling and Servicing
        Agreement, the Trustee shall have no power to vary the corpus of the
        Trust.

                (f) The Trustee shall take such actions as are set forth in the
        Internal Operating Procedures Memorandum set forth in Exhibit A unless
        prevented from doing so through no fault of the Trustee.


                                       41
<PAGE>

            SECTION 8.02. RIGHTS OF THE TRUSTEE. Except as otherwise provided in
SECTION 8.01 and in the Internal Operating Procedures Memorandum:

                (a) The Trustee may conclusively rely on and shall be protected
        in acting on, or in refraining from acting in accord with, any
        resolution, Responsible Officer's certificate, certificate of auditors
        or any other certificate, statement, instrument, opinion, report,
        notice, request, direction, consent, order, appraisal, bond, note or
        other paper or document believed by it to be genuine and to have been
        signed or presented to it pursuant to any Pooling and Servicing
        Agreement by the proper party or parties.

                (b) The Trustee may consult with counsel, and any Opinion of
        Counsel and any advice of such counsel shall be full and complete
        authorization and protection in respect of any action taken or suffered
        or omitted by it hereunder in good faith and in accordance with such
        Opinion of Counsel.

                (c) The Trustee shall be under no obligation to exercise any of
        the rights or powers vested in it by any Pooling and Servicing
        Agreement, or to institute, conduct or defend any litigation hereunder
        or in relation hereto, at the request, order or direction of any of the
        Holders, pursuant to the provisions of any Pooling and Servicing
        Agreement, unless such Holders shall have offered to the Trustee
        reasonable security or indemnity against the costs, expenses and
        liabilities which may be incurred therein or thereby; PROVIDED, HOWEVER,
        that nothing contained herein shall relieve the Trustee of the
        obligations, upon the occurrence of a Servicer Default or Early
        Amortization Event (which has not been cured), to exercise such of the
        rights and powers vested in it by any Pooling and Servicing Agreement,
        and to use the same degree of care and skill in their exercise as a
        prudent person would exercise or use under the circumstances in the
        conduct of such person's own affairs. The right of the Trustee to
        perform any discretionary act enumerated in this Agreement shall not be
        construed as a duty, and the Trustee shall not be answerable for other
        than its gross negligence or willful misconduct in the performance of
        any such act.

                (d) The Trustee shall not be personally liable for any action
        taken, suffered or omitted by it in good faith and believed by it to be
        authorized or within the discretion or rights or powers conferred upon
        it by any Pooling and Servicing Agreement; PROVIDED that the Trustee
        shall be liable for its gross negligence or willful misconduct.

                (e) The Trustee shall not be bound to make any investigation
        into the facts of matters stated in any resolution, certificate,
        statement, instrument, opinion, report, notice, request, consent,
        direction, order, approval, bond, note or other paper or document,
        unless requested in writing so to do by, except as otherwise provided in
        a Supplement to any Series, the Holders of Investor Certificates
        evidencing Fractional Undivided Interests aggregating more than 50% of
        the Invested Amount of any Series (and, if applicable, the Majority
        Letter of Credit Banks and the Majority Liquidity Banks) which could be
        materially and adversely affected if the Trustee does not perform such
        acts; PROVIDED, HOWEVER, that such Holders of Investor Certificates
        shall indemnify and


                                       42
<PAGE>

        reimburse the Trustee for any liability or expense resulting from any
        such investigation requested by them; PROVIDED FURTHER that the Trustee
        shall be entitled to make such further inquiry or investigation into
        such facts or matters as it may reasonably see fit, and if the Trustee
        shall determine to make such further inquiry or investigation, it shall
        be entitled to examine the books and records of the Company, personally
        or by agent or attorney, at the sole cost and expense of the Company.

                (f) The Trustee may execute any of the trusts or powers
        hereunder or perform any duties hereunder either directly or by or
        through affiliates, agents or attorneys or a custodian or nominee, and
        the Trustee shall not be responsible for any misconduct or negligence on
        the part of, or for the supervision of, any such affiliate, agent,
        attorney, custodian or nominee appointed with due care by it hereunder.

                (g) The Trustee shall not be required to make any initial or
        periodic examination of any documents or records related to the
        Purchased Loans or the Collection Account for the purpose of
        establishing the presence or absence of defects, the compliance by the
        Company with its representations and warranties or for any other
        purpose.

                (h) In the event that the Trustee is also acting as Paying Agent
        or Transfer Agent and Registrar hereunder, the rights and protections
        afforded to the Trustee pursuant to this Article VIII shall also be
        afforded to such Paying Agent or Transfer Agent and Registrar.

            SECTION 8.03. TRUSTEE NOT LIABLE FOR RECITALS. The Trustee assumes
no responsibility for the correctness of the recitals contained herein and in
the Investor Certificates (other than the certificate of authentication on the
Investor Certificates). Except as set forth in SECTION 8.15, the Trustee makes
no representations as to the validity or sufficiency of any Pooling and
Servicing Agreement, of the Investor Certificates (other than the certificate of
authentication on the Investor Certificates), of the Exchangeable Company
Interest, of any Purchased Loan or of any related document or interest. The
Trustee shall not be accountable for the use or application by the Company of
any of the Investor Certificates or the Exchangeable Company Interest or of the
proceeds of such Investor Certificates, or the Exchangeable Company Interest or
for the use or application of any funds paid to the Company in respect of the
Purchased Loans or deposited in or withdrawn from the Collection Account or
other accounts hereafter established to effectuate the transactions contemplated
herein and in accordance with the terms of any Pooling and Servicing Agreement.

            The Trustee shall not be accountable for the use or application by
the Servicer of any of the Investor Certificates or of the proceeds of such
Investor Certificates, or for the use or application of any funds paid to the
Servicer in respect of the Purchased Loans or deposited in or withdrawn from the
Collection Account by or at the direction of the Servicer. The Trustee shall at
no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Purchased Loan.


                                       43
<PAGE>

            SECTION 8.04. TRUSTEE MAY OWN INVESTOR CERTIFICATES. The Trustee in
its individual or any other capacity (a) may become the owner or pledgee of
Investor Certificates with the same rights as it would have if it were not the
Trustee and (b) may transact any banking and trust business with the Company,
the Servicer or the Sellers as it would were it not the Trustee.

            SECTION 8.05. TRUSTEE'S FEES AND EXPENSES. The Trustee shall be
entitled to a fee (which shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust) for all services rendered
by the Trustee in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee. The
Servicer covenants and agrees to pay to the Trustee annually in advance on the
Effective Date and on or about each one year anniversary thereof, a fee agreed
upon in writing between the Trustee and the Servicer. The Trustee shall also be
entitled to reimbursement from the Servicer or the Company upon its request for
all reasonable expenses (including, without limitation, expenses incurred in
connection with notices, requests for documentation or other communications to
Holders), disbursements, losses, liabilities, damages and advances incurred or
made by the Trustee in accordance with any of the provisions of any Pooling and
Servicing Agreement or by reason of its status as Trustee under any Pooling and
Servicing Agreement (including the reasonable fees and expenses of its agents,
any co-trustee and counsel) except any such expense, disbursement, loss,
liability, damage or advance as may arise from its gross negligence or bad
faith; PROVIDED, that any obligation of the Company to make payments under this
SECTION 8.05 shall be Company Subordinated Obligations. To the extent the fees
and expenses of the Trustee are not paid on a current basis (including pursuant
to the first sentence of this SECTION 8.05), the Trustee shall be entitled to be
paid such items from amounts that would be distributable to the Company under
Article III of this Agreement or payable to the Servicer pursuant to SUBSECTION
2.05(B) of the Servicing Agreement. The Trustee shall be entitled to
reimbursement for any reasonable out-of-pocket costs or expenses incurred in
connection with the review, negotiation, preparation, execution and delivery of
any of the Transaction Documents or in connection with the issuance of any
Investor Certificates on the Effective Date. If the Trustee is appointed
Successor Servicer in accordance with the Servicing Agreement, the Trustee, in
its capacity as Successor Servicer, shall also be entitled to be paid the
Servicing Fee and any other compensation to which the Servicer is expressly
entitled under any Pooling and Servicing Agreement. The provisions of this
SECTION 8.05 shall apply to the reasonable expenses, disbursements and advances
made or incurred by the Trustee, or any other Person, in its capacity as
liquidating agent, to the extent not otherwise paid. The covenants to pay the
expenses, disbursements, losses, liabilities, damages and advances provided for
in this Section shall survive the termination of any Pooling and Servicing
Agreement or the resignation or removal of the Trustee and shall be binding on
the Company, the Servicer and any Successor Servicer.

            SECTION 8.06. ELIGIBILITY RECITALS. The Trustee hereunder shall at
all times be a corporation organized and doing business under the laws of the
United States of America or any State thereof authorized under such laws to
exercise corporate trust powers, having (or having a holding company parent
with) a combined capital and surplus of at least $100,000,000


                                       44
<PAGE>

and subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then,
for the purpose of this SECTION 8.06, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
SECTION 8.06, the Trustee shall resign immediately in the manner and with the
effect specified in SECTION 8.07.

            SECTION 8.07. RESIGNATION OR REMOVAL OF TRUSTEE.

                (a) Subject to paragraph (c) below, the Trustee may at any time
        resign and be discharged from the trust hereby created by giving written
        notice thereof to the Company, the Servicer, the Letter of Credit Agent,
        the Administrative Agent and the Rating Agencies. Upon receiving such
        notice of resignation, the Company shall promptly appoint a successor
        trustee by written instrument, in duplicate, one copy of which
        instrument shall be delivered to the resigning Trustee and one copy to
        the successor trustee. If no successor trustee shall have been so
        appointed and have accepted such appointment within 30 days after the
        giving of such notice of resignation, the resigning Trustee may petition
        any court of competent jurisdiction for the appointment of a successor
        trustee.

                (b) If at any time the Trustee shall cease to be eligible in
        accordance with the provisions of SECTION 8.06 hereof and shall fail to
        resign after written request therefor by the Servicer, or if at any time
        the Trustee shall be legally unable to act, or shall be adjudged a
        bankrupt or insolvent, or if a receiver of the Trustee or of its
        property shall be appointed, or any public officer shall take charge or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation, then the Company may remove
        the Trustee and promptly appoint a successor trustee by written
        instrument, in duplicate, one copy of which instrument shall be
        delivered to the Trustee so removed and one copy to the successor
        trustee.

                (c) Any resignation or removal of the Trustee and appointment of
        successor trustee pursuant to any of the provisions of this SECTION 8.07
        shall not become effective until acceptance of appointment by the
        successor trustee as provided in SECTION 8.08.

                (d) The obligations of the Company described in SECTION 8.05
        hereof and the obligations of the Servicer described in SECTION 8.05
        hereof and SECTION 5.02 of the Servicing Agreement shall survive the
        termination of this Agreement or the removal or resignation of the
        Trustee as provided in this Agreement.

                (e) No Trustee under this Agreement shall be personally liable
        for any action or omission of any successor trustee.


                                       45
<PAGE>

            SECTION 8.08. SUCCESSOR TRUSTEE.

                (a) Any successor trustee appointed as provided in SECTION 8.07
        shall execute, acknowledge and deliver to the Company and to its
        predecessor Trustee an instrument accepting such appointment hereunder,
        and thereupon the resignation or removal of the predecessor Trustee
        shall become effective and such successor trustee, without any further
        act, deed or conveyance, shall become fully vested with all the rights,
        powers, duties and obligations of its predecessor hereunder, with like
        effect as if originally named as Trustee herein. The predecessor Trustee
        shall deliver to the successor trustee all documents or copies thereof,
        at the expense of the Servicer, and statements held by it hereunder; and
        the Company and the predecessor Trustee shall execute and deliver such
        instruments and do such other things as may reasonably be required for
        fully and certainly vesting and confirming in the successor trustee all
        such rights, power, duties and obligations. The Servicer shall
        immediately give notice, but in no event less than 10 days prior to any
        such resignation or removal, to each Rating Agency upon the appointment
        of a successor trustee.

                (b) No successor trustee shall accept appointment as provided in
        this SECTION 8.08 unless at the time of such acceptance such successor
        trustee shall be eligible under the provisions of SECTION 8.06.

                (c) Upon acceptance of appointment by a successor trustee as
        provided in this SECTION 8.08, such successor trustee shall mail notice
        of such succession hereunder to all Holders at their addresses as shown
        in the Certificate Register or the Exchange Register, as applicable.

            SECTION 8.09. MERGER OR CONSOLIDATION OF TRUSTEE. Any Person into
which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, PROVIDED such corporation shall be eligible under the
provisions of SECTION 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall promptly give notice (except to the
extent prohibited under any Requirement of Law or Contractual Obligation), but
in no event less than 10 days prior to any such merger or consolidation, to the
Company, the Servicer, the Letter of Credit Agent, the Administrative Agent and
the Rating Agencies upon any such merger or consolidation of the Trustee.
Information as to such merger or consolidation that is made publicly available
by the Trustee in the Authorized Newspaper shall be deemed to satisfy the notice
requirement of this SECTION 8.09.

            SECTION 8.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

                (a) Notwithstanding any other provisions of any Pooling and
        Servicing Agreement, at any time, for the purpose of meeting any legal
        requirements of any jurisdiction in which any part of the Trust may at
        the time be located, the Trustee shall


                                       46
<PAGE>

        have the power and may execute and deliver all instruments to appoint
        one or more Persons to act as a co-trustee or co-trustees, or separate
        trustee or separate trustees, of all or any part of the Trust, and to
        vest in such Person or Persons, in such capacity and for the benefit of
        the Holders, such title to the Trust, or any part thereof, and, subject
        to the other provisions of this SECTION 8.10, such powers, duties,
        obligations, rights and trusts as the Trustee may consider necessary. No
        co-trustee or separate trustee hereunder shall be required to meet the
        terms of eligibility as a successor trustee under SECTION 8.06 and no
        notice to Holders of the appointment of any co-trustee or separate
        trustee shall be required under SECTION 8.08. The Trustee shall promptly
        notify each Rating Agency of the appointment of any co-trustee.

                (b) Every separate trustee and co-trustee shall, to the extent
        permitted by law, be appointed and act subject to the following
        provisions and conditions:

                        (i) all rights, powers, duties and obligations conferred
                or imposed upon the Trustee shall be conferred or imposed upon
                and exercised or performed by the Trustee and such separate
                trustee or co-trustee jointly (it being understood that such
                separate trustee or co-trustee is not authorized to act
                separately without the Trustee joining in such act), except to
                the extent that under any statute of any jurisdiction in which
                any particular act or acts are to be performed (whether as
                Trustee hereunder or as successor to the Servicer hereunder),
                the Trustee shall be incompetent or unqualified to perform such
                act or acts, in which event such rights, powers, duties and
                obligations (including the holding of title to the Trust or any
                portion thereof in any such jurisdiction) shall be exercised and
                performed singly by such separate trustee or co-trustee, but
                solely at the direction of the Trustee;

                        (ii) neither the Trustee nor any separate trustee or
                co-trustee shall be personally liable by reason of any act or
                omission of any other trustee, separate trustee or co-trustee
                hereunder so long as such trustee, separate trustee or
                co-trustee is appointed with due care in accordance with the
                terms of this Agreement; and

                        (iii) the Trustee may at any time accept the resignation
                of or remove any separate trustee or co-trustee.

                (c) Any notice, request or other writing given to the Trustee
        shall be deemed to have been given to each of the then separate trustees
        and co-trustees, as effectively as if given to each of them. Every
        instrument appointing any separate trustee or co-trustee shall refer to
        this Agreement and the conditions of this Article VIII. Each separate
        trustee and co-trustee, upon its acceptance of the trusts conferred,
        shall be vested with the estates or property specified in its instrument
        of appointment, either jointly with the Trustee or separately, as may be
        provided therein, subject to all the provisions of any Pooling and
        Servicing Agreement, specifically including every provision of any
        Pooling and Servicing Agreement relating to the conduct of, affecting
        the liability of, or affording


                                       47
<PAGE>

        protection to, the Trustee. Every such instrument shall be filed with
        the Trustee and a copy thereof given to the Servicer and the Company.

                (d) Any separate trustee or co-trustee may at any time
        constitute the Trustee, its agent or attorney-in-fact with full power
        and authority, to the extent not prohibited by law, to do any lawful act
        under or in respect to any Pooling and Servicing Agreement on its behalf
        and in its name. If any separate trustee or co-trustee shall die, become
        incapable of acting, resign or be removed, all of its estates,
        properties, rights, remedies and trusts shall vest in and be exercised
        by the Trustee, to the extent permitted by law, without the appointment
        of a new or successor trustee.

            SECTION 8.11. TAX RETURNS. In the event the Trust shall be required
to file U.S. Federal, state, local or foreign income tax returns, the Company
(or the Servicer on behalf of the Company) shall prepare and file or shall cause
to be prepared and filed any such tax returns required to be filed by the Trust
and shall remit such tax returns to the Trustee for signature at least five
Business Days before such tax returns are due to be filed (including
extensions). The Company (or the Servicer on behalf of the Company) shall also
prepare or shall cause to be prepared all U.S. Federal tax information in
connection with this Agreement required by law to be distributed to Holders and
shall deliver such information to the Trustee at least five Business Days prior
to the date it is required by law to be distributed to the Holders. The Trustee,
upon request, will furnish the Company or the Servicer with all such information
known to the Trustee as may be reasonably determined by the Company or the
Servicer to be required in connection with the preparation of all U.S. Federal,
state, local or foreign income tax returns of the Trust, and shall, upon the
Company's (or the Servicer's on behalf of the Company) written request, execute
such tax returns. In no event shall the Trustee in its individual capacity be
liable for any liabilities, costs or expenses of the Trust, the Holders, the
Company (or the Servicer on behalf of the Company), arising under any U.S.
Federal, state, local or foreign income tax law or regulation, including,
without limitation, excise taxes or any other tax imposed by a Governmental
Authority on or measured by income (or any interest or penalty with respect
thereto or arising from any failure to comply therewith). The Trustee shall not
be required to determine whether any filing of tax returns is required.

            SECTION 8.12. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
INVESTOR CERTIFICATES. All rights of action and claims under any Pooling and
Servicing Agreement or the Investor Certificates may be prosecuted and enforced
by the Trustee without the possession of any of the Investor Certificates or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders in respect of which such
judgment has been obtained. When the Trustee incurs expenses after the
occurrence of an Insolvency Event with respect to the Servicer, the Company or
the Trust, such expenses are intended to constitute expenses of administration
under Title 11 of the United States Code or any other applicable bankruptcy,
insolvency, receivership or similar law.


                                       48
<PAGE>

            SECTION 8.13. SUITS FOR ENFORCEMENT. If a Servicer Default shall
occur and be continuing, the Trustee may, as provided in SECTION 6.01 of the
Servicing Agreement, proceed to protect and enforce its rights and the rights of
the Holders under this Agreement or any other Transaction Document by suit,
action or proceeding (including any suit, action or proceeding on behalf of the
Holders against any third party) in equity or at law or otherwise, whether for
the specific performance of any covenant or agreement contained in this
Agreement or any other Transaction Document or in aid of the execution of any
power granted in this Agreement or any other Transaction Document or for the
enforcement of any other legal, equitable or other remedy as the Trustee, being
advised by counsel, shall deem most effective to protect and enforce any of the
rights of the Trustee or the Holders. In furtherance of and without limiting the
generality of SUBSECTION 8.01(D), the Trustee shall have the right to obtain,
before initiating any such action, such reasonable indemnity from the Holders as
the Trustee may require against the costs, expenses and liabilities that may be
incurred therein or thereby. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Investor Certificates or the Exchangeable Company Interest or the
rights of any holder thereof, or authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

            SECTION 8.14. RIGHTS OF INVESTOR CERTIFICATEHOLDERS TO DIRECT
TRUSTEE. Except as otherwise set forth in a Supplement to any Series, Investor
Certificateholders evidencing more than 50% of the Invested Amount of any Series
(and, if applicable, the Majority Letter of Credit Banks and the Majority
Liquidity Banks) affected by the conduct of any proceeding or the exercise of
any right conferred on the Trustee shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; PROVIDED,
HOWEVER, that nothing in any Pooling and Servicing Agreement shall impair the
right of the Trustee to take any action deemed proper by the Trustee and which
is not inconsistent with such direction of the Investor Certificateholders (and,
if applicable, the Letter of Credit Banks and the Liquidity Banks); PROVIDED
FURTHER that in furtherance and without limiting the generality of SUBSECTION
8.01(D), the Trustee shall have the right to obtain, before acting in accordance
with any such direction of the Investor Certificateholders (and, if applicable,
the Letter of Credit Banks and the Liquidity Banks), such reasonable indemnity
from the Investor Certificateholders (and, if applicable, the Letter of Credit
Banks and the Liquidity Banks) as the Trustee may require against the costs,
expenses and liabilities that may be incurred in so acting.

            SECTION 8.15. REPRESENTATIONS AND WARRANTIES OF TRUSTEE. The Trustee
represents and warrants that:

                (a) the Trustee is a banking corporation organized, existing and
        in good standing under the laws of the State of New York and is duly
        authorized to exercise trust powers under applicable law;


                                       49
<PAGE>

                (b) the Trustee has the power and authority to enter into this
        Agreement and any Supplement, and has taken all necessary action to
        authorize the execution, delivery and performance by it of this
        Agreement and any Supplement; and

                (c) each Pooling and Servicing Agreement and each of the
        Transaction Documents executed by it have been duly executed and
        delivered by the Trustee and, in the case of all such Transaction
        Documents, are legal, valid and binding obligations of the Trustee,
        enforceable in accordance with their respective terms, except as such
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws now or hereafter in
        effect affecting the enforcement of creditors rights generally and
        except as such enforceability may be limited by general principles of
        equity (whether considered in a suit at law or in equity).

            SECTION 8.16. MAINTENANCE OF OFFICE OR AGENCY. The Trustee will
maintain at its expense in Houston, Texas, an office or offices or agency or
agencies where notices and demands to or upon the Trustee in respect of the
Investor Certificates or any other Interests and the Pooling and Servicing
Agreements may be served. The Trustee will give prompt written notice to the
Company, the Servicer and the Holders of any change in the location of the
Certificate Register, the Exchange Register, or any such office or agency.

            SECTION 8.17. LIMITATION OF LIABILITY. The Investor Certificates are
executed by the Trustee, not in its individual capacity but solely as Trustee of
the Trust, in the exercise of the powers and authority conferred and vested in
it by the Trust Agreement. Each of the undertakings and agreements made on the
part of the Trustee in the Investor Certificates is made and intended not as a
personal undertaking or agreement by the Trustee but is made and intended for
the purpose of binding only the Trust.

            SECTION 8.18. CONSEQUENTIAL DAMAGES. In no event shall The Chase
Manhattan Bank, in its capacity as Trustee, be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including, but not limited
to, lost profits), even if it has been advised of the likelihood of such loss or
damage and regardless of the form of action.

                                   ARTICLE IX

                                   TERMINATION

            SECTION 9.01. TERMINATION OF TRUST.

                (a) The Trust and the respective obligations and
        responsibilities of the Company, the Servicer and the Trustee created
        hereby (other than the obligation of the Trustee to make payments to
        Holders as hereafter set forth and any indemnification obligations
        hereunder) shall terminate, except with respect to any such obligations
        or responsibilities expressly stated to survive such termination, on the
        earliest of (i) the last


                                       50
<PAGE>

        day of the August, 2020 Settlement Period, (ii) at the option of the
        Company, at any time when the Aggregate Invested Amount is zero, (iii)
        following the occurrence of any of the Early Amortization Events
        specified in SECTION 7.01 of this Agreement, at any time when the
        Aggregate Invested Amount is zero and (iv) upon completion of
        distribution of the amounts referred to in SUBSECTION 7.02(B) (the
        "TRUST TERMINATION DATE").

                (b) If on the Distribution Date in the month immediately
        preceding the month in which the Trust Termination Date occurs (after
        giving effect to all transfers, withdrawals, deposits and drawings to
        occur on such date) the Invested Amount of any Series would be greater
        than zero (as certified in writing by the Servicer), the Trustee, at the
        written direction of the Servicer, shall make reasonable efforts to sell
        within 30 days of such Distribution Date all of the Purchased Loans. The
        proceeds of such sale shall be treated as Collections on the Purchased
        Loans and shall be allocated in accordance with Article III. During such
        30-day period, the Servicer shall continue to collect Collections on the
        Purchased Loans and allocate Collections in accordance with the
        provisions of Article III. The reasonable costs and expenses incurred by
        the Trustee in such sale shall be reimbursable to the Trustee as
        provided in SECTION 8.05.

            SECTION 9.02. OPTIONAL PURCHASE AND FINAL TERMINATION DATE OF
INVESTOR CERTIFICATES OF ANY SERIES.

                (a) On any Business Day during the Amortization Period with
        respect to any Series on which the Invested Amount (or such other amount
        as may be set forth in the related Supplement) of such Series is reduced
        to an amount equal to or less than the Optional Repurchase Percentage of
        the Initial Invested Amount (or such other amount as may be set forth in
        the related Supplement) for such Series as of the day preceding the
        beginning of such Amortization Period, the Company shall have the option
        to repurchase the entire Investor Certificateholders' Interest of such
        Series, at a purchase price equal to (i) the outstanding Invested Amount
        of the Investor Certificates of such Series PLUS (ii) accrued and unpaid
        interest through such Business Day (after giving effect to any payment
        of principal and monthly interest on such date of purchase) PLUS (iii)
        all other amounts payable to all Investor Certificateholders of such
        Series under the related Supplement (such purchase price, the "CLEAN-UP
        CALL REPURCHASE PRICE"). The amount of the Clean-Up Call Repurchase
        Price will be deposited into the Collection Account for credit to the
        Series Collection Subaccount for such Series on such Business Day in
        immediately available funds and will be passed through in full to the
        applicable Investor Certificateholders. Following any such repurchase,
        such Investor Certificateholders' Interest in the Purchased Loans shall
        terminate and such interest therein will be allocated to the
        Exchangeable Company Interest and such Investor Certificateholders will
        have no further rights with respect thereto. In the event that the
        Company fails for any reason to deposit the Clean-Up Call Repurchase
        Price for such Purchased Loans, the Investor Certificateholders'
        Interest in the Purchased Loans will continue and monthly payments will
        continue to be made to the Investor Certificateholders.


                                       51
<PAGE>

                (b) The amount deposited pursuant to SUBSECTION 9.02(A) shall be
        paid to the Investor Certificateholders of the related Series pursuant
        to Article III on the Business Day following the date of such deposit.
        All Investor Certificates of a Series which are purchased by the Company
        pursuant to SUBSECTION 9.02(A) shall be delivered by the Company upon
        such purchase to, and be canceled by (in accordance with the written
        directions of the Company), the Transfer Agent and Registrar and be
        disposed of in a manner satisfactory to the Trustee and the Company.

                (c) All principal or interest with respect to any Series of
        Investor Certificates shall be due and payable no later than the Series
        Termination Date with respect to such Series. Unless otherwise provided
        in a Supplement, in the event that the Invested Amount of any Series of
        Investor Certificates is greater than zero on its Series Termination
        Date (after giving effect to all transfers, withdrawals, deposits and
        drawings to occur on such date and the payment of principal to be made
        on such Series on such date), the Trustee will sell or cause to be sold,
        in accordance with the directions of, except as otherwise set forth in a
        Supplement for any Series, the Investor Certificateholders representing
        more than 50% of the Invested Amount of such Series (and, if applicable,
        the Majority Letter of Credit Banks and the Majority Liquidity Banks)
        (upon which the Trustee may conclusively rely) and pay the proceeds to
        all Investor Certificateholders of such Series pro rata (except that
        unless expressly provided to the contrary in the related Supplement, no
        payment shall be made to Investor Certificateholders of any Class of any
        Series that is by its terms subordinated to any other Class until such
        senior Class of Investor Certificates have been paid in full) in final
        payment of all principal of and accrued interest on such Series of
        Investor Certificates, an amount of Purchased Loans or interests in
        Purchased Loans up to the Invested Amount of such Series at the close of
        business on such date; PROVIDED, HOWEVER, in furtherance and without
        limiting the generality of SUBSECTION 8.01(D), the Trustee shall have
        the right to obtain, before acting in accordance with any such direction
        of the Investor Certificateholders (and, if applicable, the Letter of
        Credit Banks and the Liquidity Banks), such reasonable indemnity from
        the Investor Certificateholders (and, if applicable, the Letter of
        Credit Banks and the Liquidity Banks) as the Trustee may require against
        the costs, expenses and liabilities that may be incurred in so acting.
        Absent such direction from, except as otherwise set forth in a
        Supplement for any Series, Investor Certificateholders representing more
        than 50% of the Invested Amount of such Series (and, if applicable, the
        Majority Letter of Credit Banks and the Majority Liquidity Banks) or
        absent such reasonable indemnity as the Trustee may require in
        connection with such direction, the Trustee shall continue to hold the
        Trust Assets in respect of such Series in accordance with the terms of
        the Pooling and Servicing Agreements until the Trust Termination Date
        (or until a majority of the Investor Certificateholders (and, if
        applicable, the Majority Letter of Credit Banks and the Majority
        Liquidity Banks) shall otherwise direct the Trustee); PROVIDED that the
        terms of this Agreement, the related Supplement and the Servicing
        Agreement shall be deemed to remain in full force and effect, except
        that no additional Purchased Loans shall be allocated with respect to
        such Series. The reasonable costs and expenses incurred by the Trustee
        in such sale shall be


                                       52
<PAGE>

        reimbursable to the Trustee as provided in SECTION 8.05. Any proceeds of
        such sale in excess of such principal and interest paid shall be paid to
        the holder of the Exchangeable Company Interest, unless and to the
        extent otherwise specified in any applicable Supplement. Upon such
        Series Termination Date with respect to the applicable Series, final
        payment of all amounts allocable to any Investor Certificates of such
        Series shall be made in the manner provided in this SECTION 9.02.

            SECTION 9.03. FINAL PAYMENT WITH RESPECT TO ANY SERIES.

                (a) Written notice of any termination, specifying the Business
        Day upon which the Investor Certificateholders of any Series may
        surrender their Investor Certificates for payment of the final
        distribution with respect to such Series and cancellation, shall be
        given (subject to at least 30 days' prior written notice from the
        Servicer to the Trustee containing all information required for the
        Trustee's notice or such shorter period as is acceptable to the Trustee)
        by the Trustee to Investor Certificateholders of such Series mailed not
        later than ten days prior to such final distribution specifying (i) the
        Business Day upon which final payment of the Investor Certificates will
        be made upon presentation and surrender of Investor Certificates at the
        office or offices therein designated and (ii) the amount of any such
        final payment, payments being made only upon presentation and surrender
        of the Investor Certificates at the office or offices therein specified.
        The Servicer's notice to the Trustee in accordance with the preceding
        sentence shall be accompanied by a Responsible Officer's certificate
        setting forth the information specified in SECTION 4.03 of the Servicing
        Agreement covering the period during the then current calendar year
        through the date of such notice. The Trustee shall give such notice to
        the Transfer Agent and Registrar and the Paying Agent at the time such
        notice is given to such Investor Certificateholders.

                (b) Notwithstanding the termination of the Trust pursuant to
        SUBSECTION 9.01(A) or the occurrence of the Series Termination Date with
        respect to any Series pursuant to SECTION 9.02, all funds then on
        deposit in the Collection Account (but only to the extent necessary to
        pay all outstanding and unpaid amounts to Holders) shall continue to be
        held in trust for the benefit of the Holders and the Paying Agent or the
        Trustee shall pay such funds to the Investor Certificateholders upon
        surrender of their Investor Certificates in accordance with the terms
        hereof. Any Investor Certificate not surrendered on the date specified
        in SUBSECTION 9.03(A)(I) shall cease to accrue any interest provided for
        such Investor Certificate from and after such date. In the event that
        all of the Investor Certificateholders shall not surrender their
        Investor Certificates for cancellation within six months after the date
        specified in the above-mentioned written notice, the Trustee shall give
        a second written notice to the remaining Investor Certificateholders of
        such Series to surrender their Investor Certificates for cancellation
        and receive the final distribution with respect thereto. If within one
        year after the second notice all the Investor Certificates of such
        Series shall not have been surrendered for cancellation, the Trustee may
        take appropriate steps, or may appoint an agent to take appropriate
        steps, to contact the remaining Investor Certificateholders of such
        Series


                                       53
<PAGE>

        concerning surrender of their Investor Certificates, and the cost
        thereof shall be paid out of the funds in the Collection Account held
        for the benefit of such Investor Certificateholders. The Trustee and the
        Paying Agent shall pay to the Company upon request any monies held by
        them for the payment of principal or interest that remains unclaimed for
        two years and neither the Trustee nor the Paying Agent shall be liable
        to any Investor Certificateholder for such payment to the Company upon
        its request. After payment to the Company, Holders entitled to the money
        must look to the Company for payment as general creditors unless an
        applicable abandoned property law designates another Person.

                (c) All Investor Certificates surrendered for payment of the
        final distribution with respect to such Investor Certificates and
        cancellation shall be canceled by the Transfer Agent and Registrar and
        be disposed of in a customary manner satisfactory to the Trustee.

            SECTION 9.04. COMPANY'S TERMINATION RIGHTS. Upon the termination of
the Trust pursuant to SECTION 9.01 and payment to the Trustee (in its capacity
as such and/or in its capacity as Successor Servicer) of all amounts owed to it
under any Pooling and Servicing Agreement, the Trustee shall assign and convey
to the Company (without recourse, representation or warranty) in exchange for
the Exchangeable Company Interest all right, title and interest of the Trust in
the Trust Assets, whether then existing or thereafter created, and all proceeds
thereof except for amounts held by the Trustee pursuant to SUBSECTION 9.03(B).
The Trustee shall execute and deliver such instruments of transfer and
assignment, in each case without recourse, representation or warranty (except
with respect to the Trustee Liens as set forth below), as shall be reasonably
requested by the Company to vest in the Company all right, title and interest
which the Trust had in the Trust Assets free and clear of all Trustee Liens.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            SECTION 10.01. AMENDMENT.

                (a) This Agreement, the Servicing Agreement and each Supplement
        in respect of an outstanding Series (collectively, the "POOLING AND
        SERVICING AGREEMENTS") may be amended in writing from time to time by
        the Servicer, the Company and the Trustee, without the consent of any
        Holder (or the Letter of Credit Agent, the Letter of Credit Banks, the
        Administrative Agent or the Liquidity Banks), to cure any ambiguity, to
        correct or supplement any provisions herein or therein which may be
        inconsistent with any other provisions herein or therein or to add any
        other provisions hereof to change in any manner or eliminate any of the
        provisions with respect to matters or questions raised under any Pooling
        and Servicing Agreement which shall not be inconsistent with the
        provisions of any Pooling and Servicing Agreement, and solely with
        respect to this


                                       54
<PAGE>

        Agreement and the Servicing Agreement, pursuant to SUBSECTION 6.02(C)
        and (D) of the Servicing Agreement; PROVIDED, HOWEVER, that such action
        shall not, as evidenced by a Responsible Officer's certificate of the
        Company delivered to the Trustee, have a Material Adverse Effect (but,
        to the extent that the determination of whether such action would have a
        Material Adverse Effect requires a conclusion as to a question of law,
        an Opinion of Counsel shall be delivered to the Trustee in addition to
        such Responsible Officer's certificate); PROVIDED FURTHER any amendment
        that is entered into to provide additional Enhancement for any
        Outstanding Series or to conform to regulations issued by the Internal
        Revenue Service shall be deemed to have no Material Adverse Effect. The
        Trustee may, but shall not be obligated to, enter into any such
        amendment pursuant to this paragraph or paragraph (b) below which
        affects the Trustee's rights, duties or immunities under any Pooling and
        Servicing Agreement or otherwise.

                (b) Any Pooling and Servicing Agreement and, to the extent
        provided in any Pooling and Servicing Agreement, any other agreement
        relating to the Purchased Loans may also be amended (other than in the
        circumstances referred to in the preceding paragraph (a)) in writing
        from time to time by the Servicer, the Company and the Trustee with the
        consent of, except as otherwise set forth in a Supplement for any
        Series, Investor Certificateholders evidencing more than 50% of the
        Invested Amount of any Series (and, if applicable, the Majority Letter
        of Credit Banks and the Majority Liquidity Banks) adversely affected in
        any material respect by the amendment (or, if any such Series shall have
        more than one Class of Investor Certificates adversely affected in any
        material respect by the amendment, more than 50% of the Invested Amount
        of each such Class) for the purpose of adding any provisions to or
        changing in any manner or eliminating any of the provisions of such
        Pooling and Servicing Agreement or such other agreement or of modifying
        in any manner the rights of Holders of any Series then issued and
        outstanding; PROVIDED, HOWEVER, that no such amendment shall (i) reduce
        in any manner the amount of, or delay the timing of, distributions which
        are required to be made on any Investor Certificate of such Series
        without the consent of such Investor Certificateholder of such Series
        (and, if applicable, each Letter of Credit Bank and each Liquidity
        Bank); (ii) change the definition of or the manner of calculating the
        interest of any Investor Certificateholder of such Series without the
        consent of such Investor Certificateholder (and, if applicable, each
        Letter of Credit Bank and each Liquidity Bank); or (iii) reduce the
        aforesaid percentage of the Invested Amount of any adversely affected
        Series or Class the Holders of which are required to consent to any such
        amendment without the consent of all Investor Certificateholders of each
        Series (and, if applicable, each Letter of Credit Bank and each
        Liquidity Bank) adversely affected in any material respect.

                (c) Notwithstanding anything in this SECTION 10.01 to the
        contrary, the Supplement with respect to any Series may be amended on
        the terms and with the procedures provided in such Supplement.

                (d) Promptly after the execution of any such amendment or
        consent, the Trustee shall furnish written notification of the substance
        of such amendment to each


                                       55
<PAGE>

        Investor Certificateholder of each Outstanding Series (or with respect
        to an amendment of a Supplement, to each Investor Certificateholder of
        the applicable Series), and the Servicer shall furnish written
        notification of the substance of such amendment to the Letter of Credit
        Agent, each Letter of Credit Bank, the Administrative Agent, each
        Liquidity Bank and each Rating Agency. No such material amendment
        (including without limitation, the amendment of any Supplement
        notwithstanding anything to the contrary contained in any Supplement)
        shall be effective until the Rating Agency Condition has been satisfied.

                (e) It shall not be necessary for the consent of Investor
        Certificateholders (and, if applicable, the Letter of Credit Banks and
        the Liquidity Banks) under this SECTION 10.01 to approve the particular
        form of any proposed amendment, but it shall be sufficient if such
        consent shall approve the substance thereof. The manner of obtaining
        such consents and of evidencing the authorization of the execution
        thereof by Investor Certificateholders (and, if applicable, the Letter
        of Credit Banks and the Liquidity Banks) shall be subject to such
        reasonable requirements as the Trustee may prescribe.

                (f) In executing or accepting any amendment pursuant to this
        SECTION 10.01, the Trustee shall, upon request, be entitled to receive
        and rely upon (i) an Opinion of Counsel stating that such amendment is
        authorized pursuant to a specific provision of a Pooling and Servicing
        Agreement and complies with such provision, (ii) a certificate from a
        Responsible Officer of the Company stating that such (A) amendment shall
        not adversely affect the interests of the Holders of any outstanding
        Investor Certificates (and, if applicable, the Letter of Credit Banks
        and the Liquidity Banks) in any material respect except for Holders
        (and, if applicable, the Letter of Credit Banks and the Liquidity Banks)
        of the Series whose consent to such amendment has been obtained in
        accordance with clause (b) of this SECTION 10.01 and (B) all conditions
        precedent to the execution and delivery of such amendment shall have
        been satisfied in full and (iii) a Tax Opinion.

            SECTION 10.02. PROTECTION OF RIGHT, TITLE AND INTEREST TO TRUST. The
Company (or the Servicer on behalf of the Company) shall cause each Pooling and
Servicing Agreement, all amendments thereto and/or all financing statements and
continuation statements and any other necessary documents covering the Holders'
and the Trustee's right, title and interest to the Trust and the Trust Assets to
be promptly recorded, registered and filed, and at all times to be kept
recorded, registered and filed, all in such manner and in such places as may be
required by law fully to preserve and protect the right, title and interest of
the Trustee hereunder to all property comprising the Trust. The Company (or the
Servicer on behalf of the Company) shall deliver to the Trustee copies of, or
filing receipts for, any document recorded, registered or filed as provided
above, as soon as available following such recording, registration or filing. In
the event that the Servicer fails to file such financing or continuation
statements and the Trustee has received an Opinion of Counsel, at the expense of
the Company, that such filing is necessary to fully preserve and to protect the
Trustee's right, title and interest in any Trust Asset then the Trustee shall
have the right to file the same on behalf of the Servicer and the Company and
the


                                       56
<PAGE>

Trustee shall be reimbursed and indemnified by the Company for making such
filing. The Company shall cooperate fully with the Servicer in connection with
the obligations set forth above and will execute any and all documents
reasonably required to fulfill the intent of this SECTION 10.02.

            SECTION 10.03. LIMITATION ON RIGHTS OF HOLDERS.

                (a) The death or incapacity of any Holder shall not operate to
        terminate this Agreement or the Trust, nor shall such death or
        incapacity entitle such Holder's legal representatives or heirs to claim
        an accounting or to take any action or commence any proceeding in any
        court for a partition or winding up of the Trust, nor otherwise affect
        the rights, obligations and liabilities of the parties hereto or any of
        them.

                (b) Except with respect to the Investor Certificateholders (and,
        if applicable, the Letter of Credit Banks and the Liquidity Banks) as
        expressly provided in any Pooling and Servicing Agreement, no Holder
        (nor the Letter of Credit Banks nor the Liquidity Banks) shall have any
        right to vote or in any manner otherwise control the operation and
        management of the Trust, or the obligations of the parties hereto; nor
        shall any Holder (nor the Letter of Credit Banks nor the Liquidity
        Banks) be under any liability to any third person by reason of any
        action taken by the parties to this Agreement pursuant to any provision
        hereof.

                (c) No Holder (nor the Letter of Credit Banks nor the Liquidity
        Banks) shall have any right by virtue of any provisions of this
        Agreement to institute any suit, action or proceeding in equity or at
        law upon or under or with respect to this Agreement, unless such Holder
        (and, if applicable, the Letter of Credit Banks and the Liquidity Banks)
        previously shall have given to the Trustee written request to institute
        such action, suit or proceeding in its own name as Trustee hereunder and
        shall have offered to the Trustee such reasonable indemnity as it may
        require against the costs, expenses and liabilities to be incurred
        therein or thereby, and the Trustee, for 60 days after its receipt of
        such notice, request and offer of indemnity, shall have neglected or
        refused to initiate any such action, suit or proceeding; it being
        understood and intended, and being expressly covenanted by each Holder
        (and, if applicable, the Letter of Credit Banks and the Liquidity Banks)
        with every other Holder (and, if applicable, the Letter of Credit Banks
        and the Liquidity Banks) and the Trustee, that no one or more Holder(s)
        (nor the Letter of Credit Banks nor the Liquidity Banks) shall have any
        right in any manner whatever by virtue or by availing itself or
        themselves of any provisions of the Pooling and Servicing Agreements to
        affect, disturb or prejudice the rights of any other of the Interests,
        or to obtain or seek to obtain priority over or preference to any other
        such Holder (and, if applicable, the Letter of Credit Banks and the
        Liquidity Banks), or to enforce any right under this Agreement, except
        in the manner herein provided and for the equal, ratable and common
        benefit of all Holders (and, if applicable, the Letter of Credit Banks
        and the Liquidity Banks). For the protection and enforcement of the
        provisions of this SECTION 10.03, each and every Holder (and, if
        applicable, the Letter of Credit Banks and the


                                       57
<PAGE>

        Liquidity Banks) and the Trustee shall be entitled to such relief as can
        be given either at law or in equity.

                (d) By their acceptance of Interests pursuant to this Agreement
        and the applicable Supplement, the Holders (and, if applicable, the
        Letter of Credit Banks and the Liquidity Banks) agree to the provisions
        of this SECTION 10.03.

            SECTION 10.04. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO
THE EXTENT THAT ISSUES OF PERFECTION ARE GOVERNED BY THE LAWS OF ANOTHER
JURISDICTION.

            SECTION 10.05. NOTICES. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed to the Company, the Servicer and the Trustee at their
respective Notice Addresses, or to such other address as may be hereafter
notified by the respective parties hereto.

Any notice required or permitted to be mailed to a Holder shall be given by
first-class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register or the Exchange Register, as the case may be. Any notice so
mailed within the time prescribed in any Pooling and Servicing Agreement shall
be conclusively presumed to have been duly given, whether or not the Holder
receives such notice.

            SECTION 10.06. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of any Pooling and Servicing
Agreement shall for any reason whatsoever be held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of such Pooling and Servicing
Agreement and shall in no way affect the validity or enforceability of the other
provisions of any Pooling and Servicing Agreement or of the Investor
Certificates or rights of the Holders.

            SECTION 10.07. ASSIGNMENT. Notwithstanding anything to the contrary
contained herein, except as provided in SECTION 5.03 of the Servicing Agreement,
no Pooling and Servicing Agreement, nor any rights or interests thereunder, may
be assigned by the Company or the Servicer without the prior written consent of
the Trustee acting on behalf of the Holders of 66-2/3% of the Invested Amount of
each Outstanding Series (and, if applicable, the Letter of Credit Banks holding
at least 66-2/3% of the Letter of Credit Commitment and the Liquidity Banks
holding at least 66-2/3% of the Liquidity Commitment) and without the Rating
Agency Condition having been satisfied with respect to such assignment.

            SECTION 10.08. INVESTOR CERTIFICATES NONASSESSABLE AND FULLY PAID.
It is the intention of the parties to each Pooling and Servicing Agreement that
the Investor


                                       58
<PAGE>

Certificateholders (and, if applicable, the Letter of Credit Banks and the
Liquidity Banks) shall not be personally liable for obligations of the Trust,
that the interests in the Trust represented by the Investor Certificates shall
be nonassessable for any losses or expenses of the Trust or for any reason
whatsoever and that Investor Certificates upon authentication thereof by the
Trustee pursuant to SECTION 5.02 are and shall be deemed fully paid.

            SECTION 10.09. FURTHER ASSURANCES. The Company and the Servicer
agree to do and perform, from time to time, any and all acts (including but not
limited to the acts required by SUBSECTION 2.01(B) and notifying related
Obligors to the extent necessary to perfect the assignment of any Purchased Loan
from the Company to the Trust, except to the extent that the relevant UCC and
other similar laws (to the extent applicable) permit the Company (or its
assignees) to provide such notification subsequent to the applicable Loan
Purchase Date without materially impairing the Trust's ownership or security
interest in the Trust Assets and without incurring material expenses in
connection with such notification) and to execute any and all further
instruments required or reasonably requested by the Trustee more fully to effect
the purposes of each Pooling and Servicing Agreement, including, without
limitation, the execution of any financing statements or continuation statements
relating to the Purchased Loans for filing under the provisions of the UCC (or
other applicable laws) of any applicable jurisdiction.

            SECTION 10.10. NO WAIVER; CUMULATIVE REMEDIES. No failure to
exercise and no delay in exercising, on the part of the Trustee or the Investor
Certificateholders (or, if applicable, the Letter of Credit Agent, any Letter of
Credit Banks, the Administrative Agent or any Liquidity Bank), any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exhaustive of any rights,
remedies, powers and privileges provided by law.

            SECTION 10.11. COUNTERPARTS. This Agreement may be executed in two
or more counterparts (and by different parties on separate counterparts), each
of which shall be an original, but all of which together shall constitute one
and the same instrument.

            SECTION 10.12. THIRD-PARTY BENEFICIARIES. This Agreement will inure
to the benefit of and be binding upon the parties hereto and the Holders and
their respective successors and permitted assigns. Except as otherwise provided
in this SECTION 10.12 and in any Supplement, no other Person will have any right
or obligation hereunder.

            SECTION 10.13. ACTIONS BY INVESTOR CERTIFICATEHOLDERS.

                (a) Wherever in any Pooling and Servicing Agreement a provision
        is made that an action may be taken or a notice, demand or instruction
        given by Investor Certificateholders, such action, notice or instruction
        may be taken or given by any Investor Certificateholders of any Series,
        unless such provision requires a specific percentage of Investor
        Certificateholders of a certain Series or all Series.


                                       59
<PAGE>

                (b) Any request, demand, authorization, direction, notice,
        consent, waiver or other act by an Investor Certificateholder shall bind
        such Investor Certificateholder and every subsequent Holder of such
        Investor Certificate issued upon the registration of transfer thereof or
        in exchange therefor or in lieu thereof in respect of anything done or
        omitted to be done by the Trustee, the Company, the Servicer in reliance
        thereon, whether or not notation of such action is made upon such
        Investor Certificate.

            SECTION 10.14. MERGER AND INTEGRATION. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement and the Servicing Agreement.
This Agreement and the Servicing Agreement may not be modified, amended, waived,
or supplemented except as provided herein.

            SECTION 10.15. HEADINGS. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

            SECTION 10.16. NO SETOFF. Except as expressly provided in this
Agreement or any other Transaction Document, the Trustee agrees that it shall
have no right of setoff or banker's lien against, and no right to otherwise
deduct from, any funds held in the Collection Account for any amount owed to it
by the Company, the Servicer, any Holder, the Letter of Credit Agent, any Letter
of Credit Bank, the Administrative Agent or any Liquidity Bank.

            SECTION 10.17. NO BANKRUPTCY PETITION. Each of the Trustee (for
itself and on behalf of the Holders) and the Servicer hereby covenant and agree
that it will not institute against, or join with or assist other Person in
instituting against, the Company any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any Applicable
Insolvency Laws.

            SECTION 10.18. LIMITATION OF LIABILITY. It is expressly understood
and agreed by the parties hereto that (a) each Pooling and Servicing Agreement
is executed and delivered by the Trustee, not individually or personally but
solely as Trustee of the Trust, in the exercise of the powers and authority
conferred and vested in it, (b) except with respect to SECTION 8.15 hereof the
representations, undertakings and agreements herein made on the part of the
Trust are made and intended not as personal representations, undertakings and
agreements by the Trustee, but are made and intended for the purpose of binding
only the Trust, (c) nothing herein contained shall be construed as creating any
liability on the Trustee, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties who are signatories to this Agreement and by any
Person claiming by, through or under such parties; PROVIDED, HOWEVER, the
Trustee shall be liable in its individual capacity for its own willful
misconduct or gross negligence and for any tax assessed against the Trustee
based on or measured by any fees, commission or compensation received by it for
acting as Trustee and (d) under no circumstances shall the Trustee be personally
liable for the payment of any indebtedness or expenses of the Trust or be liable
for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Trust under any


                                       60
<PAGE>

Pooling and Servicing Agreement; PROVIDED FURTHER that this SECTION 10.18 shall
survive the resignation or removal of the Trustee.

            Except as otherwise provided hereunder, the Company hereby agrees to
indemnify and hold harmless the Trustee, the Trust (for the benefit of the
Holders), the Holders, the Letter of Credit Agent, the Letter of Credit Banks,
the Administrative Agent and the Liquidity Banks (each, an "INDEMNIFIED PERSON")
from and against any loss, liability, expense, damage or injury suffered or
sustained by reason of any acts, omissions or alleged acts or omissions arising
out of, or relating to, activities of the Company pursuant to any Pooling and
Servicing Agreement to which it is a party, including but not limited to any
judgment, award, settlement, reasonable attorneys' fees and other reasonable
costs or expenses incurred in connection with the defense of any actual or
threatened action, proceeding or claim, except to the extent such loss,
liability, expense, damage or injury resulted from the gross negligence, bad
faith or willful misconduct of an Indemnified Person or resulted from the
performance of any Purchased Loan, market fluctuations or other market or
investment risk not attributable to acts or omissions or alleged acts or
omissions of the Company; PROVIDED, HOWEVER, that any payments to be made by the
Company pursuant to this subsection shall be Company Subordinated Obligations.
The indemnification obligations of the Company hereunder shall survive the
termination of any Pooling and Servicing Agreement or the resignation or removal
of the Trustee and shall be binding upon the Company, the Servicer and any
Successor Servicer.

            SECTION 10.19. CERTAIN INFORMATION. The Servicer and the Company
shall promptly provide to the Trustee such information in computer tape, hard
copy or other form regarding the Purchased Loans as the Trustee may reasonably
determine to be necessary to perform its obligations hereunder.

            SECTION 10.20. RESPONSIBLE OFFICER CERTIFICATES; NO RECOURSE. Any
certificate executed and delivered by a Responsible Officer of the Company, the
Servicer or the Trustee pursuant to the terms of the Transaction Documents shall
be executed by such Responsible Officer not in an individual capacity but solely
in his or her capacity as an officer of the Company, the Servicer or the
Trustee, as applicable, and such Responsible Officer will not be subject to
personal liability as to matters contained in the certificate. A director,
officer, employee or shareholder, as such, of the Servicer or the Company shall
not have liability for any obligation of the Servicer or the Company hereunder
or under any Transaction Document or for any claim based on, in respect of, or
by reason of, any Transaction Document, unless such claim results from the gross
negligence, fraudulent acts or willful misconduct of such director, officer,
employee or shareholder.

            SECTION 10.21. CHASE CONFLICT WAIVER. Chase acts as Trustee,
Collateral Agent, Depositary, Administrative Agent, Liquidity Bank and may
provide other services or facilities from time to time (the "CHASE ROLES"). Each
of the parties hereto (including the holders of the Certificates by purchase
thereof) and each Liquidity Bank acknowledges and consents to any and all Chase
Roles, waives any objections it may have to any actual or potential conflict of
interest caused by Chase's acting as Trustee, Collateral Agent, Administrative
Agent, Depositary


                                       61
<PAGE>

or as Liquidity Bank hereunder and acting as or maintaining any of the Chase
Roles, and agrees that in connection with any Chase Role, Chase may take, or
refrain from taking, any action which it in its discretion deems appropriate.


                                       62
<PAGE>

            IN WITNESS WHEREOF, the Company, the Servicer and the Trustee have
caused this Agreement to be duly executed by their respective officers as of the
day and year first above written.

                                    BUNGE FUNDING, INC.


                                    By:  Morris Kalef
                                    Name:  Morris Kalef
                                    Title:  President


                                    BUNGE MANAGEMENT SERVICES, INC.,
                                    as Servicer


                                    By:  Theodore P. Fox
                                    Name:  Theodore P. Fox
                                    Title:  Vice President


                                    THE CHASE MANHATTAN BANK, not in its
                                    individual capacity but solely as Trustee


                                    By:  Bruce C. Boyd
                                    Name:  Bruce C. Boyd
                                    Title:  Vice President
<PAGE>

                                    EXHIBIT A

BUNGE MASTER TRUST, INTERNAL OPERATING PROCEDURES MEMORANDUM


The purpose of this memo is to set forth the standard operating procedures to be
taken by The Chase Manhattan Bank, as Trustee under the Bunge Master Trust
Pooling Agreement (the "POOLING AGREEMENT"), the Servicing Agreement (the
"SERVICING AGREEMENT"), and each Supplement (the "SUPPLEMENT"), (together, the
"AGREEMENTS") with respect to the Monthly Settlement Statement and Daily Report
which are required to be provided to the Trustee by the Servicer pursuant to the
Agreements.

All defined terms used herein and not otherwise defined herein have the meanings
assigned to them under the Agreements.

1.      PROCEDURES TO BE FOLLOWED WITH RESPECT TO THE DAILY REPORT DELIVERED TO
        THE TRUSTEE BY THE SERVICER.

        a) The following procedures are to be performed with respect to each
        Daily Report delivered to the Trustee by the Servicer:

                (i)     COMPARE THE DEPOSITS AS REPORTED ON THAT DAY BY THE
                        SERVICER IN THE DAILY REPORT TO THE ACTUAL AMOUNTS
                        DEPOSITED TO THE COLLECTION ACCOUNT ON SUCH DATE;

                (ii)    WITH RESPECT TO THE RECONCILEMENT OF EACH OF THE TRUST
                        ACCOUNTS SET FORTH IN THE DAILY REPORT, COMPARE THE
                        BEGINNING BALANCE AS REPORTED BY THE SERVICER IN THE
                        DAILY REPORT TO THE AMOUNT ON DEPOSIT IN THE TRUST
                        ACCOUNTS PER THE ACCOUNTING RECORDS OF THE CHASE
                        MANHATTAN BANK;

                (iii)   COMPARE THE ALLOCATED LOAN AMOUNT TO THE TARGET LOAN
                        AMOUNT, AS INDICATED IN THE DAILY REPORT,

                (iv)    PERFORM EACH OF THE ACCOUNT TRANSFERS SET FORTH IN THE
                        DAILY REPORT, AS DIRECTED BY THE SERVICER.

        b) Through the use of an Excel spread sheet prepared in a format which
        mirrors the Daily Report, the following procedure shall be performed
        once per each week with respect to the Daily Report delivered by the
        Servicer:

        FOLLOWING THE INPUT OF REQUIRED VARIABLES AND SPREAD SHEET EXECUTION,
        COMPARE THE RESULTING FIGURES AGAINST THOSE SPECIFIED IN THE DAILY
        REPORT PROVIDED BY THE SERVICER.


                                       A-1
<PAGE>

2.      PROCEDURES TO BE FOLLOWED WITH RESPECT TO EACH MONTHLY SETTLEMENT
        STATEMENT DELIVERED BY THE SERVICER.

        a) Through the use of an Excel spread sheet prepared in a format which
        mirrors the Monthly Settlement Statement, the following procedure shall
        be performed with respect to the Monthly Settlement Statement delivered
        by the Servicer:

        FOLLOWING THE INPUT OF REQUIRED VARIABLES AND SPREAD SHEET EXECUTION,
        COMPARE THE RESULTING FIGURES AGAINST THOSE SPECIFIED IN THE MONTHLY
        SETTLEMENT STATEMENT PROVIDED BY THE SERVICER.

        (b) With respect to the reconcilement of each of the Trust Accounts set
        forth on the Monthly Settlement Statement, we will compare the beginning
        and ending balances as reported by the Servicer on the Monthly
        Settlement Statement to the amounts which were on deposit in the Trust
        Accounts per the accounting records of The Chase Manhattan Bank as of
        the applicable date.

3.      ACTIONS TO BE TAKEN WITH RESPECT TO THE DISCOVERY OF A DISCREPANCY.

        Upon discovery of any material discrepancy between the amounts reported
        by the Servicer and the amounts calculated as provided above, the
        Trustee shall notify the Servicer. The Servicer shall then have ten
        business days to resolve such discrepancy before the Trustee shall be
        obligated to give notice to the Certificateholders (and, if applicable,
        the Letter of Credit Agent and the Administrative Agent) and each Rating
        Agency.

THIS INTERNAL OPERATING PROCEDURES MEMORANDUM CONSTITUTES CONFIDENTIAL AND
PROPRIETARY INFORMATION OF THE CHASE MANHATTAN BANK. THIS MEMORANDUM SHALL NOT
BE DISTRIBUTED OR IN ANY WAY COMMUNICATED TO ANY PERSON NOT A PARTY TO THE
AGREEMENT OR THE SUPPLEMENT OR A RATING AGENCY WITHOUT THE PRIOR WRITTEN CONSENT
OF THE CHASE MANHATTAN BANK.


                                       A-2
<PAGE>

                                                                      Schedule 2

                        IDENTIFICATION OF TRUST ACCOUNTS


Collection Account #23526-00
The Chase Manhattan Bank
600 Travis, 49th Floor
Houston, TX  77002


                                      S2-1
<PAGE>

                                                                      Schedule 3

               LOCATION OF CHIEF EXECUTIVE OFFICE AND JURISDICTION
                           OF FORMATION OF THE COMPANY

CHIEF EXECUTIVE OFFICE:                50 Main Street
                                       White Plains, New York 10606

JURISDICTION OF FORMATION:             Delaware


                                      S3-1
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>12
<FILENAME>a2054045zex-10_4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>


<PAGE>

                                                                    Exhibit 10.4


                               BUNGE MASTER TRUST

                           FIRST AMENDED AND RESTATED
                            SERIES 2000-1 SUPPLEMENT

                            Dated as of July 12, 2001

                                       to

                                POOLING AGREEMENT

                           Dated as of August 25, 2000

                                      Among

                              BUNGE FUNDING, INC.,
                                   as Company

                        BUNGE MANAGEMENT SERVICES, INC.,
                                  as Servicer,

                            THE CHASE MANHATTAN BANK
                            as Administrative Agent,

                              COOPERATIEVE CENTRALE
            RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL",
                                 NEW YORK BRANCH
                           as Letter of Credit Agent,

                              THE BANK OF NEW YORK,
                              as Collateral Agent,

                            BUNGE ASSET FUNDING CORP.
                           as Series 2000-1 Purchaser

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                PAGE

<S>                                                                                                              <C>
ARTICLE I
         DEFINITIONS..............................................................................................1
         SECTION 1.01.         Definitions........................................................................1

ARTICLE II
         DESIGNATION OF SERIES 2000-1 VFC CERTIFICATE; PURCHASE AND SALE OF THE
         SERIES 2000-1 VFC
         CERTIFICATE..............................................................................................2
         SECTION 2.01.         Designation........................................................................2
         SECTION 2.02.         The Series 2000-1 VFC Certificate..................................................2
         SECTION 2.03.         Purchases of Interests in the Series 2000-1
                               VFC Certificate....................................................................3
         SECTION 2.04.         Delivery...........................................................................3
         SECTION 2.05.         Procedure for Initial Issuance and for Increasing
                               the Series 2000-1 Invested Amount..................................................3
         SECTION 2.06.         Procedure for Decreasing the Series 2000-1
                               Invested Amount....................................................................5
         SECTION 2.07.         Interest...........................................................................6
         SECTION 2.08.         Indemnification by the Company.....................................................6

ARTICLE III
         ARTICLE III OF THE AGREEMENT.............................................................................7
         SECTION 3A.02.        Establishment of Series 2000-1 Collection
                               Subaccount.........................................................................7
         SECTION 3A.03.        Determination of Interest..........................................................8
         SECTION 3A.04.        Adjustments to Series 2000-1 Invested Amount.......................................8
         SECTION 3A.05.        Applications.......................................................................8

ARTICLE IV
         DISTRIBUTIONS, REPORTS AND LETTER OF CREDIT
         DRAWINGS................................................................................................11
         SECTION 4A.01.        Distributions.....................................................................11
         SECTION 4A.02.        Reports...........................................................................11
         SECTION 4A.03.        Statements and Notices............................................................11
         SECTION 4A.04.        Letter of Credit Drawings.........................................................12
</TABLE>

<PAGE>

<TABLE>

<S>                                                                                                              <C>
ARTICLE V
         ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION
         EVENTS..................................................................................................13
         SECTION 5.01.         Additional Series 2000-1 Early Amortization
                               Events............................................................................13

ARTICLE VI
         SERVICING FEE...........................................................................................15
         SECTION 6.01.         Servicing Compensation............................................................15

ARTICLE VII
         COVENANTS; REPRESENTATIONS  AND WARRANTIES..............................................................16
         SECTION 7.01.         Representations and Warranties of the
                               Company and the Servicer..........................................................16
         SECTION 7.02.         Covenants of the Company and the Servicer.........................................16
         SECTION 7.03.         Negative Covenant of the Company;
                               Covenants of the Servicer.........................................................17
         SECTION 7.04.         Obligations Unaffected............................................................18

ARTICLE VIII
         CONDITIONS PRECEDENT....................................................................................18
         SECTION 8.01.         Conditions Precedent to Effectiveness of
                               Supplement........................................................................18

ARTICLE IX
         MISCELLANEOUS...........................................................................................23
         SECTION 9.01.         Ratification of Agreement.........................................................23
         SECTION 9.02.         Governing Law.....................................................................23
         SECTION 9.03.         Further Assurances................................................................23
         SECTION 9.04.         Payments..........................................................................23
         SECTION 9.05.         Costs and Expenses................................................................23
         SECTION 9.06.         No Waiver; Cumulative Remedies....................................................24
         SECTION 9.07.         Amendments........................................................................24
         SECTION 9.08.         Severability......................................................................25
         SECTION 9.09.         Notices...........................................................................25
         SECTION 9.10.         Successors and Assigns............................................................25
         SECTION 9.11.         Counterparts......................................................................26
         SECTION 9.12.         Setoff............................................................................26
         SECTION 9.13.         No Bankruptcy Petition; No Recourse...............................................26
         SECTION 9.14.         Limitation on Addition of Sellers.................................................28
</TABLE>


                                       ii
<PAGE>

<TABLE>

<S>                            <C>                                                                               <C>
         SECTION 9.15.         Chase Conflict Waiver.............................................................28
         SECTION 9.16.         Limited Recourse..................................................................29

ARTICLE X
         FINAL DISTRIBUTIONS.....................................................................................29
         SECTION 10.01.        Certain Distributions.............................................................29
</TABLE>




                                    EXHIBITS

         Exhibit A         Form of Series 2000-1 VFC Certificate
         Exhibit B         Form of Daily Report
         Exhibit C         Form of Monthly Settlement Statement
         Exhibit D         Form of Notice of Issuance/Increase

                                    SCHEDULES

         Schedule 1        Series 2000-1 Collection Subaccount


                                      iii
<PAGE>


      FIRST AMENDED AND RESTATED SERIES 2000-1 SUPPLEMENT dated as of July 12,
2001 (as amended, supplemented or otherwise modified in accordance with the
terms hereof and in effect from time to time, this "SUPPLEMENT"), among the
Company, the Servicer, BAFC, the Collateral Agent, the Administrative Agent, the
Letter of Credit Agent and the Trustee. This Supplement amends and restates that
certain Series 2000-1 Supplement, dated as of August 25, 2000, among the
Company, the Servicer, BAFC, The Chase Manhattan Bank (as subsequently replaced
by The Bank of New York), as the Collateral Agent, the Administrative Agent, the
Letter of Credit Agent and The Chase Manhattan Bank (as subsequently replaced by
The Bank of New York), as the Trustee.

                              W I T N E S S E T H :

      WHEREAS, the Company, the Servicer and the Trustee have entered into the
Pooling Agreement, dated as of August 25, 2000 (as in effect on the date hereof
and as the same may be amended, supplemented or otherwise modified from time to
time, the "AGREEMENT");

      WHEREAS, the Agreement provides, among other things, that the Company, the
Servicer and the Trustee may at any time and from time to time enter into
supplements to the Agreement for the purpose of authorizing the issuance on
behalf of the Trust by the Company for execution and redelivery to the Trustee
for authentication of one or more Series of Investor Certificates; and

      WHEREAS, the Company, the Servicer, the Trustee and BAFC as the Series
2000-1 Purchaser wish to supplement the Agreement as hereinafter set forth.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged, the parties
hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.01. DEFINITIONS. Capitalized terms used herein shall unless
otherwise defined or referenced herein, have the meanings assigned to such terms
in Annex X attached to the Agreement which Annex X is incorporated by reference
herein.

            (a) If any term, definition or provision contained or incorporated
      by reference herein conflicts with or is inconsistent with any term,
      definition or provision contained in the Agreement, the terms and
      provisions of this Supplement shall govern. All Article, Section,
      subsection, Exhibit and Schedule references herein shall mean Article,
      Section or subsection of or Exhibit or Schedule to this Supplement, except
      as otherwise provided herein.
<PAGE>

            (b) Any reference herein to a Schedule or Exhibit to this Supplement
      shall be deemed to be a reference to such Schedule or Exhibit as it may be
      amended, modified or supplemented from time to time to the extent that
      such Schedule or Exhibit may be amended, modified or supplemented (or any
      term or provision of any Transaction Document may be amended that would
      have the effect of amending, modifying or supplementing information
      contained in such Schedule or Exhibit) in compliance with the terms of the
      Transaction Documents.

            (c) Any reference in this Supplement to any representation, warranty
      or covenant "deemed" to have been made is intended to encompass only
      representations, warranties or covenants that are expressly stated to be
      repeated on or as of dates following the execution and delivery of this
      Supplement, and no such reference shall be interpreted as a reference to
      any implicit, inferred, tacit or otherwise unexpressed representation,
      warranty or covenant.

            (d) The words "INCLUDE", "INCLUDES" or "INCLUDING" shall be
      interpreted as if followed, in each case, by the phrase "WITHOUT
      LIMITATION".


                                   ARTICLE II

           DESIGNATION OF SERIES 2000-1 VFC CERTIFICATE; PURCHASE AND
                    SALE OF THE SERIES 2000-1 VFC CERTIFICATE

      SECTION 2.01. DESIGNATION. The Investor Certificate and interest created
and authorized pursuant to the Agreement and this Supplement shall be designated
as the "SERIES 2000-1 VFC CERTIFICATE."

      SECTION 2.02. THE SERIES 2000-1 VFC CERTIFICATE.

            (a) The Series 2000-1 VFC Certificate shall represent a fractional
      undivided interest in the Trust Assets, consisting of the right of the
      Series 2000-1 VFC Certificateholder to receive the distributions specified
      herein out of (i) the Series 2000-1 Invested Percentage (expressed as a
      decimal) of Collections received with respect to the Purchased Loans and
      all other funds on deposit in the Collection Account and (ii) to the
      extent such interests appear herein, all other funds on deposit in the
      Series 2000-1 Collection Subaccount (collectively, the "SERIES 2000-1 VFC
      CERTIFICATEHOLDER'S INTEREST").

            (b) The Series 2000-1 VFC Certificate shall be substantially in the
      form of Exhibit A, and shall, upon issue, be executed by the Company and
      delivered by the Company to the Trustee for authentication and redelivery
      as provided in SECTION 2.04 hereof and SECTION 5.02 of the Agreement. The
      Series 2000-1 VFC Certificate shall not be issued in the form of a single
      global certificate as provided for in SECTION 5.01 of the


                                       2
<PAGE>

      Agreement, but shall instead be issued in the form of one definitive
      certificate, registered in the name of the Series 2000-1 Purchaser as the
      holder thereof.

            (c) The Exchangeable Company Interest and any other Series of
      Investor Certificates outstanding shall represent the ownership interests
      in the remainder of the Trust Assets not allocated pursuant hereto to the
      Series 2000-1 VFC Certificateholder's Interest.

      SECTION 2.03. PURCHASES OF INTERESTS IN THE SERIES 2000-1 VFC CERTIFICATE.

      Subject to the terms and conditions of this Supplement, including delivery
of notice, if any, required by SECTION 2.05, (i) on the Series 2000-1 Issuance
Date, the Series 2000-1 Purchaser shall purchase a Series 2000-1 VFC Certificate
in an amount equal to the Series 2000-1 Initial Invested Amount, and (ii)
thereafter, the Series 2000-1 Purchaser shall maintain its Series 2000-1 VFC
Certificate, subject to increase or decrease during the Series 2000-1 Revolving
Period, in accordance with the provisions of this Series 2000-1 Supplement.
Payments by the Series 2000-1 Purchaser in respect of the Series 2000-1 VFC
Certificate shall be made in immediately available funds to the Trust for
deposit in the Series 2000-1 Collection Subaccount.

      SECTION 2.04. DELIVERY. On the Series 2000-1 Issuance Date, the Company
shall sign on behalf of the Trust and shall direct the Trustee in writing
pursuant to SECTION 5.02 of the Agreement to duly authenticate, and the Trustee,
upon receiving such direction, shall so authenticate the Series 2000-1 VFC
Certificate in the name of the Series 2000-1 Purchaser in accordance with such
written directions. In so doing, the Company acts as agent of the Trust and
shall incur no personal liability in respect of the Investor Certificates. The
Series 2000-1 VFC Certificate shall be issued in a minimum denomination of
$100,000 and in integral multiples of $1,000 in excess thereof. The Trustee
shall mark on its books the actual Series 2000-1 Invested Amount outstanding on
any date of determination, which, absent manifest error, shall constitute PRIMA
facie evidence of the outstanding Series 2000-1 Invested Amount from time to
time.

      SECTION 2.05. PROCEDURE FOR INITIAL ISSUANCE AND FOR INCREASING THE SERIES
2000-1 INVESTED AMOUNT.

            (a) Subject to SUBSECTION 2.05(B), (i) on the Series 2000-1 Issuance
      Date, the Series 2000-1 Purchaser hereby agrees to purchase a Series
      2000-1 VFC Certificate in accordance with SECTION 2.03 and (ii) on any
      Business Day on which the Servicer delivers a Daily Report during the
      Series 2000-1 Commitment Period, the Series 2000-1 Purchaser, the
      Administrative Agent (on behalf of the Liquidity Banks) and the Letter of
      Credit Agent (on behalf of the Letter of Credit Banks) hereby agree that
      the Series 2000-1 Invested Amount may be increased (a "SERIES 2000-1
      INCREASE"), upon the request of the Servicer or the Company on behalf of
      the Trust (each date on which an increase in the Series 2000-1 Invested
      Amount occurs hereunder being herein referred to as the "SERIES 2000-1
      INCREASE DATE" applicable to such Series 2000-1 Increase);


                                       3
<PAGE>

      PROVIDED, HOWEVER, that the Servicer or the Company, as the case may be,
      shall have given the Series 2000-1 Purchaser, the Administrative Agent and
      the Letter of Credit Agent (with a copy to the Trustee) irrevocable
      written notice (effective upon receipt), substantially in the form of
      Exhibit D hereto, of such request no later than (i) if all or a portion of
      the Series 2000-1 Initial Invested Amount or Series 2000-1 Increase Amount
      is to be allocated to a Series 2000-1 CP Tranche, on or prior to the
      Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the
      case may be or (ii) (x) if the Series 2000-1 Initial Invested Amount or
      Series 2000-1 Increase Amount is to be funded by a Prime Rate Liquidity
      Loan, on or prior to the Series 2000-1 Issuance Date or such Series 2000-1
      Increase Date, as the case may be, or (y) if all or a portion of the
      Series 2000-1 Initial Invested Amount or Series 2000-1 Increase Amount is
      to be funded by a LIBOR Liquidity Loan, three Business Days prior to the
      Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as the
      case may be; PROVIDED, FURTHER, that the provisions of this subsection
      shall not restrict the allocations of Collections pursuant to Article III.
      Such notice shall state (x) the Series 2000-1 Issuance Date or the Series
      2000-1 Increase Date, as the case may be and (y) the Series 2000-1 Initial
      Invested Amount, or the proposed amount of such Series 2000-1 Increase
      (the "SERIES 2000-1 INCREASE AMOUNT"), as the case may be.

            (b) The Series 2000-1 Purchaser shall not be required to make the
      initial purchase of the Series 2000-1 VFC Beneficial Interest on the
      Series 2000-1 Issuance Date or to increase its Series 2000-1 Invested
      Amount on any Series 2000-1 Increase Date hereunder unless:

                  (i) the related aggregate Series 2000-1 Initial Invested
            Amount or Series 2000-1 Increase Amount is equal to $100,000 or an
            integral multiple of $1,000 in excess thereof;

                  (ii) after giving effect to the Series 2000-1 Initial Invested
            Amount or Series 2000-1 Increase Amount, (A) the Series 2000-1
            Invested Amount (calculated without regard to clauses (d) and (e) of
            the definition of Series 2000-1 Invested Amount) would not exceed
            the Series 2000-1 Maximum Invested Amount on the Series 2000-1
            Issuance Date or such Series 2000-1 Increase Date, as the case may
            be, and (B) the Series 2000-1 Allocated Loan Amount would not be
            less than the Series 2000-1 Target Loan Amount on the Series 2000-1
            Issuance Date or such Series 2000-1 Increase Date, as the case may
            be, as set forth in the Daily Report delivered on such date;

                  (iii) no Series 2000-1 Early Amortization Event or Potential
            Series 2000-1 Early Amortization Event under the Agreement or this
            Supplement shall have occurred and be continuing; and

                  (iv) all of the representations and warranties made by each of
            the Company, the Servicer and each Seller in each Transaction
            Document to which it is a party are true and correct in all material
            respects on and as of the


                                       4
<PAGE>

            Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as
            the case may be, as if made on and as of such date (except to the
            extent such representations and warranties are expressly made as of
            another date).

      The Company's acceptance of funds in connection with (x) the Series 2000-1
      Purchaser's initial purchase of the Series 2000-1 VFC Certificate on the
      Series 2000-1 Issuance Date and (y) each Series 2000-1 Increase occurring
      on any Series 2000-1 Increase Date shall constitute a representation and
      warranty by the Company to the Series 2000-1 Purchaser, the Administrative
      Agent, the Letter of Credit Agent, the Trustee and the Collateral Agent as
      of the Series 2000-1 Issuance Date or such Series 2000-1 Increase Date, as
      the case may be, that all of the conditions contained in this SUBSECTION
      2.05(B) have been satisfied.

            (c) The Servicer shall promptly notify the Company of the Series
      2000-1 Increase Date. If the Series 2000-1 Purchaser funds a Series 2000-1
      Increase, the Series 2000-1 Purchaser agrees to pay in immediately
      available funds the amount of such Series 2000-1 Increase on the related
      Series 2000-1 Increase Date to the Trust for deposit in the Series 2000-1
      Collection Subaccount for distribution to the Company in accordance with
      the terms of the Transaction Documents.

      SECTION 2.06. PROCEDURE FOR DECREASING THE SERIES 2000-1 INVESTED AMOUNT.

            (a) On any Business Day on which the Servicer delivers a Daily
      Report during the Series 2000-1 Revolving Period or the Series 2000-1
      Amortization Period, upon the written request of the Servicer or the
      Company on behalf of the Trust, the Series 2000-1 Invested Amount may be
      reduced (a "SERIES 2000-1 DECREASE") by the distribution by the Trustee to
      the Series 2000-1 Purchaser of the funds on deposit in the Series 2000-1
      Collection Subaccount on such day in an amount not to exceed the amount of
      such funds on deposit on such day; PROVIDED that (i) any such distribution
      shall be applied in accordance with SUBSECTION 3A.05, (ii) the Servicer
      shall have given BAFC, the Administrative Agent, the Letter of Credit
      Agent and the Trustee irrevocable written notice (effective upon receipt)
      of such Series 2000-1 Decrease, on or prior to the Business Day of such
      Series 2000-1 Decrease and (iii) no prepayment of any Series 2000-1
      Eurodollar Tranche prior to the termination of the related Interest Period
      may occur unless, concurrently with such prepayment, the Company shall
      have paid to the Series 2000-1 Purchaser any amounts due and payable by
      BAFC to the Liquidity Banks pursuant to SUBSECTION 4.01(C) of the
      Liquidity Agreement.

            (b) Notwithstanding any provision to the contrary set forth in this
      Agreement, so long as BAFC or the Collateral Agent is the registered
      holder of the Series 2000-1 VFC Certificate, the Series 2000-1 Accrued
      Interest and the Series 2000-1 Invested Amount must be reduced in
      accordance with SUBSECTION 3A.05 to the extent of funds available in the
      Series 2000-1 Collection Subaccount on any Business Day that funds in the
      Cash Collateral Account are insufficient to remit the amounts required to
      be


                                       5
<PAGE>

      remitted pursuant to SECTIONS 5.2 and 6.2 of the Security Agreement by an
      amount equal to such deficiency.

      SECTION 2.07. INTEREST.

            (a) Interest shall be payable on the Series 2000-1 VFC Certificate
      as specified in SUBSECTIONS 3A.05(A)(II) and 3A.05(B)(II).

            (b) Calculations of per annum rates under this Supplement shall be
      made on the basis of a 360 day year with respect to interest rates except
      with respect to interest rates based on ABR, which shall be calculated on
      the basis of a 365 day year. Each determination of LIBOR Rate by the
      Administrative Agent shall be conclusive and binding upon each of the
      parties hereto in the absence of manifest error.

      SECTION 2.08. INDEMNIFICATION BY THE COMPANY.

            (a) Without limiting any other rights that BAFC, the Liquidity
      Banks, the Administrative Agent or the Letter of Credit Agent may have
      under this Supplement, the Agreement, the other Transaction Documents or
      under applicable law, the Company hereby agrees to indemnify BAFC, the
      Liquidity Banks, the Administrative Agent, the Letter of Credit Agent and
      the Letter of Credit Banks and any of their respective agents, officers,
      directors and employees (collectively, the "SERIES 2000-1 INDEMNIFIED
      PARTIES") from and against any and all damages, losses, claims,
      liabilities, costs and expenses, including reasonable attorneys' fees and
      reasonable disbursements (all of the foregoing being collectively referred
      to as "SERIES 2000-1 INDEMNIFIED AMOUNTS") awarded against or incurred by
      any of them in connection with the entering into and performance of this
      Agreement or any of the Transaction Documents by any of the Series 2000-1
      Indemnified Parties, excluding, however, any amounts (i) to the extent
      resulting from the gross negligence or willful misconduct on the part of
      any Series 2000-1 Indemnified Party or (ii) constituting recourse (except
      as otherwise specifically provided herein or in any Transaction Document)
      for Defaulted Loans.

            (b) In case any proceeding by any Person shall be instituted
      involving any Series 2000-1 Indemnified Party in respect of which
      indemnity may be sought pursuant to paragraph (a) of this SECTION 2.08,
      such Series 2000-1 Indemnified Party shall promptly notify the Company,
      and the Company, upon request of the Series 2000-1 Indemnified Party,
      shall retain counsel reasonably satisfactory to the Series 2000-1
      Indemnified Party to represent the Series 2000-1 Indemnified Party and
      shall pay the reasonable fees and disbursements of such counsel related to
      such proceeding. In any such proceeding, any Series 2000-1 Indemnified
      Party shall have the right to retain its own counsel, but the fees and
      expenses of such counsel shall be at the expense of such Series 2000-1
      Indemnified Party unless the Company and the Series 2000-1 Indemnified
      Party shall have mutually agreed to the retention of such counsel. It is
      understood that the Company shall not, in respect of the legal expenses of
      any Series 2000-1 Indemnified Party in connection with any proceeding or
      related proceedings in the same jurisdiction,


                                       6
<PAGE>

      be liable for the fees and expenses of more than one separate firm (in
      addition to any local counsel) for all such Series 2000-1 Indemnified
      Parties and all other parties indemnified by the Company under the Series
      Supplement, or any other Transaction Document. Such firm shall be
      designated in writing by Chase.

            (c) Any payments to be made by the Company pursuant to this Section
      shall (i) be Company Subordinated Obligations, (ii) be made solely from
      funds available to the Company that are not required to be applied to
      Company Unsubordinated Obligations then due and (iii) not constitute a
      general recourse claim against the Company after satisfying all Company
      Unsubordinated Obligations then due, except to the extent that funds are
      available (including, but not limited to, funds available to the Company
      pursuant to the exercise of its right to indemnity and other payments
      pursuant to SECTIONS 2.05 and 8.02 of the Sale Agreement) to the Company
      to make such payments.


                                   ARTICLE III

                          ARTICLE III OF THE AGREEMENT

      SECTION 3.01 of the Agreement and each other section of Article III of the
Agreement relating to another Series shall be read in its entirety as provided
in the Agreement. Article III of the Agreement (except for SECTION 3.01 thereof
and any portion thereof relating to another Series) shall read in its entirety
as follows and shall be exclusively applicable to Series 2000-1:

      SECTION 3A.02. ESTABLISHMENT OF SERIES 2000-1 COLLECTION SUBACCOUNT.

            (a) The Trustee shall cause to be established and maintained in the
      name of the Trustee, on behalf of the Trust, for the benefit of the Series
      2000-1 Purchaser a subaccount of the Collection Account (the "SERIES
      2000-1 COLLECTION SUBACCOUNT"), which subaccount is the Series Collection
      Subaccount with respect to Series 2000-1 to bear a designation indicating
      that the funds deposited therein are held for the benefit of the Series
      2000-1 Purchaser and its assignees. The Trustee, on behalf of the Holders,
      shall possess all right, title and interest in all funds from time to time
      on deposit in, and all Eligible Investments credited to, the Series 2000-1
      Collection Subaccount and in all proceeds thereof. The Series 2000-1
      Collection Subaccount shall be under the sole dominion and control of the
      Trustee for the exclusive benefit of the Series 2000-1 Purchaser and its
      assignees.

            (b) All Eligible Investments in the Series 2000-1 Collection
      Subaccount shall be held by the Trustee, on behalf of the Holders;
      PROVIDED, HOWEVER, that funds on deposit in the Series 2000-1 Collection
      Subaccount shall in accordance with SUBSECTION 3.01(B) of the Pooling
      Agreement, at the direction of the Company (or the


                                       7
<PAGE>

      Servicer on behalf of the Company), be invested together with funds held
      in other subaccounts or sub-subaccounts of the Collection Account.

      SECTION 3A.03. DETERMINATION OF INTEREST. The amount of interest
distributable with respect to the Series 2000-1 VFC Certificate ("SERIES 2000-1
ACCRUED INTEREST") on any date of determination shall be the aggregate amount of
Series 2000-1 Daily Interest Expense accrued from and including the Series
2000-1 Issuance Date to but excluding such date of determination minus the
aggregate amount of interest that has been distributed in accordance with
SUBSECTION 3A.05(A)(II) or SUBSECTION 3A.05(B)(II).

      SECTION 3A.04. ADJUSTMENTS TO SERIES 2000-1 INVESTED AMOUNT.

            (a) REDUCTIONS TO SERIES 2000-1 INVESTED AMOUNT. If, on any Special
      Allocation Settlement Report Date, the Series 2000-1 Allocable Charged-Off
      Amount is greater than zero for the related Settlement Period, the Trustee
      shall (in accordance with the written directions of the Servicer upon
      which the Trustee may conclusively rely) reduce the Series 2000-1 Invested
      Amount (but not below zero) by such Series 2000-1 Allocable Charged-Off
      Amount (which shall also be reduced by the amount so applied) and shall
      allocate such amount to the Series 2000-1 Invested Amount.

            (b) INCREASES TO SERIES 2000-1 INVESTED AMOUNT. If, on any Special
      Allocation Settlement Report Date, the Series 2000-1 Allocable Recoveries
      Amount is greater than zero for the related Settlement Period, the Trustee
      shall (in accordance with written directions from the Servicer upon which
      the Trustee may conclusively rely, subject to its obligation to perform
      the procedures set forth in the Internal Operating Procedures Memorandum)
      increase the Series 2000-1 Invested Amount (but only to the extent of any
      previous reductions of the Series 2000-1 Invested Amount pursuant to
      SUBSECTION 3A.04(a)) by the amount of the Series 2000-1 Allocable
      Recoveries Amount (which shall also be reduced by the amount so applied)
      and shall allocate such amount to the Series 2000-1 Invested Amount;

      SECTION 3A.05. APPLICATIONS.

            (a) During the Series 2000-1 Revolving Period, the funds deposited
      in the Series 2000-1 Collection Subaccount, after giving effect to any
      deposit resulting from a Series 2000-1 Increase, if any pursuant to
      SUBSECTION 2.05 on any Business Day shall be distributed by the Trustee
      not later than 4:30 p.m., New York City time (but only to the extent that
      the Trustee has received a Monthly Settlement Statement or Daily Report,
      as applicable, which reflects the receipt of the Collections on deposit
      therein not later than 12:00 (Noon), New York City time, upon which
      Monthly Settlement Statement or Daily Report, as applicable, the Trustee
      may conclusively rely, subject to its obligation to perform the procedures
      set forth in the Internal Operating Procedures Memorandum) in accordance
      with the following priorities (or, if neither BAFC nor the Collateral
      Agent is the registered holder of the Series 2000-1 VFC Certificate, the
      Trustee shall distribute the


                                       8
<PAGE>

      amounts required by clauses (ii), (iii) and (iv) below in accordance with
      the payment instructions of any subsequent holder of the Series 2000-1 VFC
      Certificate):

                  (i) distribute to the Servicer an amount equal to the Series
            2000-1 Servicing Fee due and payable as required in SUBSECTION
            2.05(A) of the Servicing Agreement (less any amounts payable to the
            Trustee pursuant to SECTION 8.05 of the Agreement, which shall be
            paid to the Trustee);

                  (ii) if requested pursuant to SUBSECTION 2.06(A) or if
            required pursuant to SUBSECTION 2.06(B), transfer to the Cash
            Collateral Account an amount to be applied (A) first, to pay Series
            2000-1 Accrued Interest and (B) second, to reduce the Series 2000-1
            Invested Amount (any such reduction, the "SERIES 2000-1 PRINCIPAL
            PAYMENT");

                  (iii) on each Distribution Date, transfer to the Cash
            Collateral Account an amount equal to any Series 2000-1 Program
            Costs due and payable;

                  (iv) on each Distribution Date, transfer to Bunge Finance and
            Bunge Finance North America an amount equal to the applicable
            Solicitation Fee for the immediately preceding Settlement Period;
            and

                  (v) on any Business Day, distribute to the Company in
            accordance with directions contained in the Monthly Settlement
            Statement or Daily Report, as applicable, or to such accounts or
            such Persons and in such amounts as the Company (or the Servicer on
            behalf of the Company) may direct in writing (which directions may
            consist of standing instructions provided by the Company that shall
            remain in effect until changed by the Company in writing);

      PROVIDED that the Trustee shall only make the distributions set forth in
      this SUBSECTION 3A.05(A) if no Series 2000-1 Early Amortization Event or
      Potential Series 2000-1 Early Amortization Event has occurred and is
      continuing to the actual knowledge of the Trustee and only to the extent
      that if, after giving effect to such distribution, the Series 2000-1
      Target Loan Amount would not exceed the Series 2000-1 Allocated Loan
      Amount as shown on the applicable Daily Report and Monthly Settlement
      Statement.

            (b) During the Series 2000-1 Amortization Period, the Trustee shall,
      based solely on the information provided to the Trustee by the Servicer in
      the Monthly Settlement Statement and Daily Report, as applicable (upon
      which the Trustee may conclusively rely, subject to its obligation to
      perform the procedures set forth in the Internal Operating Procedures
      Memorandum), apply, on any Business Day, amounts on deposit in the Series
      2000-1 Collection Subaccount in the following order of priority (or, if
      neither BAFC nor the Collateral Agent is the registered holder of the
      Series 2000-1 VFC Certificate, the Trustee shall distribute the amounts
      required by clauses (ii) and (iv) below in accordance with the payment
      instructions of any subsequent holder of the Series 2000-1 VFC
      Certificate):

                                       9
<PAGE>

                  (i) if any amounts are owed to the Trustee or any other
            Person, on account of Servicing Fees incurred in respect of the
            performance of its responsibilities as Successor Servicer,
            distribute to the Trustee or such other Person an amount equal to
            the product of (a) the amount so owed to such Successor Servicer and
            (b) a fraction, the numerator of which shall be equal to the Series
            2000-1 Invested Amount as of the end of the immediately preceding
            Settlement Period and the denominator of which shall be equal to the
            Aggregate Invested Amount as of the end of the immediately preceding
            Settlement Period;

                  (ii) if requested pursuant to SUBSECTION 2.06(A) or if
            required pursuant to SUBSECTION 2.06(B), transfer to the Cash
            Collateral Account an amount to be applied (A) first, to pay Series
            2000-1 Accrued Interest and (B) second, to make Series 2000-1
            Principal Payments;

                  (iii) if, following the repayment in full of all amounts set
            forth in clauses (i)-(ii) above, any amounts are owed to the
            Trustee, the Series 2000-1 Purchaser or any other Person, on account
            of its fees, expenses and disbursements incurred in respect of the
            performance of its responsibilities hereunder or as Successor
            Servicer (except as otherwise set forth in clause (v) below),
            transfer such amounts to the Trustee, the Series 2000-1 Purchaser or
            such other Person;

                  (iv) transfer to the Cash Collateral Account an amount equal
            to any other Series 2000-1 Program Costs due and payable;

                  (v) distribute to the Servicer an amount equal to the Series
            2000-1 Servicing Fee due and payable as required in SUBSECTION
            2.05(A) of the Servicing Agreement (less any amounts payable to the
            Trustee pursuant to SECTION 8.05 of the Agreement, which shall be
            paid to the Trustee);

                  (vi) on each Distribution Date, transfer to Bunge Finance and
            Bunge Finance North America an amount equal to the applicable
            Solicitation Fee for the immediately preceding Settlement Period;
            and

                  (vii) following the repayment in full of all amounts set forth
            in clauses (i) through (vi) above, the remaining amount on deposit
            in the Series 2000-1 Collection Subaccount, if any, shall be
            distributed to the holder of the Exchangeable Company Interest.

            (c) The allocations to be made pursuant to this SECTION 3A.05 are
      subject to the provisions of SECTIONS 2.05, 2.07, 7.02, 9.01 and 9.04 of
      the Agreement.

                                       10
<PAGE>


                                   ARTICLE IV

              DISTRIBUTIONS, REPORTS AND LETTER OF CREDIT DRAWINGS

      Article IV of the Agreement (except for any portion thereof relating to
another Series) shall read in its entirety as follows and the following shall be
exclusively applicable to the Series 2000-1 VFC Certificate issued pursuant to
this Supplement:

      SECTION 4A.01. DISTRIBUTIONS.

            (a) The Trustee shall distribute to the Series 2000-1 Purchaser from
      the Series 2000-1 Collection Subaccount indicated in Article III the
      aggregate amount to be distributed to the Series 2000-1 Purchaser pursuant
      to Article III.

            (b) All allocations and distributions hereunder shall be in
      accordance with the Monthly Settlement Statement and the Daily Report, as
      applicable, and shall be made in accordance with the provisions of SECTION
      9.04 hereof and subject to SUBSECTION 3.01(G) of the Agreement.

      SECTION 4A.02. REPORTS. The Servicer shall provide BAFC and the Trustee
with a Daily Report in accordance with SECTION 4.01 of the Servicing Agreement.

      SECTION 4A.03. STATEMENTS AND NOTICES.

            (a) MONTHLY SETTLEMENT. On each Settlement Report Date, the Servicer
      shall deliver to BAFC, the Administrative Agent, the Letter of Credit
      Agent and the Trustee a Monthly Settlement Statement in the Form of
      Exhibit C setting forth, among other things, the Series 2000-1 Accrued
      Interest, the Series 2000-1 Monthly Servicing Fee and the Series 2000-1
      Invested Amount.

            (b) ANNUAL CERTIFICATEHOLDERS' TAX STATEMENT. On or before January
      31 of each calendar year (or such earlier date as required by applicable
      law), beginning with calendar year 2001, the Company (or the Servicer on
      its behalf) on behalf of the Trustee shall furnish, or cause to be
      furnished, to the Series 2000-1 Purchaser, a statement prepared by the
      Company (or the Servicer on its behalf) containing the aggregate amount
      distributed to such Series 2000-1 Purchaser for such preceding calendar
      year, together with such other information as is required to be provided
      by an issuer of indebtedness under the Code and such other customary
      information as the Company (or the Servicer on its behalf) deems necessary
      to enable the Series 2000-1 Purchaser to prepare their tax return. Such
      obligation of the Company shall be deemed to have been satisfied to the
      extent that substantially comparable information shall have been provided
      by the Trustee or the Servicer pursuant to any requirements of the
      Internal Revenue Code as from time to time in effect. The Trustee shall be
      under no obligation to prepare tax returns for the Trust.



                                       11
<PAGE>

            (c) SERIES 2000-1 EARLY AMORTIZATION EVENT/DISTRIBUTION OF PRINCIPAL
      NOTICES. Upon the occurrence of a Series 2000-1 Early Amortization Event
      or Potential Series 2000-1 Early Amortization Event, the Company or the
      Servicer, as the case may be, shall give prompt written notice thereof to
      BAFC, the Administrative Agent, the Letter of Credit Agent and the
      Trustee. As promptly as reasonably practicable after its receipt of notice
      of the occurrence of a Series 2000-1 Early Amortization Event, the Trustee
      shall give notice to each Series 2000-1 Rating Agency (which notice shall
      be given, by telephone or otherwise, not later than the second Business
      Day after such receipt).

      SECTION 4A.04. LETTER OF CREDIT DRAWINGS.

            (a) DRAWS FOR DEFAULTED LOANS. If on any Business Day any Loan has
      become a Defaulted Loan, the Servicer shall (i) notify the Administrative
      Agent on the next succeeding Business Day of such fact and the aggregate
      principal amount of such Defaulted Loan and interest thereon accrued to
      and including the day prior to the day such Loan became a Defaulted Loan;
      PROVIDED, that if more than one Loan shall become a Defaulted Loan on that
      date, such notice shall include the aggregate principal amount of each
      such Defaulted Loan and interest thereon accrued to and including the day
      prior to the day each such Loan became a Defaulted Loan, and (ii) prepare
      a Servicer's Certificate (with copies to the Letter of Credit Agent) which
      shall serve to instruct the Administrative Agent to (A) draw on the Letter
      of Credit on such Business Day in an amount equal to the lesser of (x) the
      aggregate unpaid principal amount of such Defaulted Loan and accrued and
      unpaid interest (or discount) thereon to and including the day prior to
      the day the Loan has become a Defaulted Loan, or (y) the Letter of Credit
      Amount then in effect, (B) deposit the proceeds of such drawing into the
      Cash Collateral Account for application in accordance with SECTION 5.2 and
      SECTION 6.2 of the Security Agreement), and (C) instruct the Collateral
      Agent to reimburse the Letter of Credit Banks for such draw in accordance
      with the terms of the Letter of Credit Reimbursement Agreement and the
      Security Agreement. Each Servicer's Certificate shall also contain
      notification to the Administrative Agent of Loans which have become
      Defaulted Loans since the most recent Daily Report, including the
      aggregate outstanding principal amount of such Defaulted Loans plus
      accrued interest (or discount) thereon to and including the day prior to
      the day such Loans become Defaulted Loans. The Servicer shall, on the
      Business Day on which such Loan has become a Defaulted Loan, or if such
      day is not a Business Day, on the next succeeding Business Day, transmit
      the Servicer's Certificate to the Letter of Credit Agent for verification
      of the Letter of Credit Amount as of the date such Servicer's Certificate
      is prepared. Notwithstanding the foregoing, if at any time the Letter of
      Credit Amount in effect shall be less than the aggregate principal plus
      accrued and unpaid interest (or discount) in respect of Defaulted Loans,
      the Servicer shall include in the Servicer's Certificate instructions to
      the Administrative Agent that, upon receipt of notice from the Collateral
      Agent of payment of the Repayment Amount to the Letter of Credit Agent
      pursuant to either SECTION 5.2 or 6.2 of the Security Agreement, or other
      receipt of notice that the Repayment Amount has been paid, the
      Administrative Agent


                                       12
<PAGE>

      shall immediately submit a second draw on the Letter of Credit for the
      lesser of (x) the amount of such excess principal plus accrued and unpaid
      interest (or discount) on such Defaulted Loans over the Letter of Credit
      Amount prior to giving effect to the first draw or (y) the Letter of
      Credit Amount after giving effect to the payment of such Repayment Amount.

            (b) DRAWS UPON L/C EXPIRATION DATE. On the fourth Business Day
      preceding the L/C Expiration Date, the Servicer shall (i) prepare a
      Servicer's Certificate (with copies to the Letter of Credit Agent and each
      Guarantor) to instruct the Administrative Agent to (1) draw on the Letter
      of Credit on the third Business Day preceding the L/C Expiration Date in
      an amount equal to the Letter of Credit Amount then in effect and (2) wire
      transfer the proceeds of such drawing to the Collateral Agent for deposit
      into the Reserve Account maintained by the Collateral Agent pursuant to
      SECTION 5.7 of the Security Agreement and (ii) on such day, transmit the
      Servicer's Certificate to the Letter of Credit Agent for verification of
      the Letter of Credit Amount. The Letter of Credit Agent shall make the
      verification to the Servicer with a copy to the Collateral Agent.


                                    ARTICLE V

               ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION EVENTS

      SECTION 5.01. ADDITIONAL SERIES 2000-1 EARLY AMORTIZATION EVENTS. If any
one of the events specified in SECTION 7.01 of the Agreement (after any grace
periods or consents applicable thereto) or any one of the following events
(each, a "SERIES 2000-1 EARLY AMORTIZATION EVENT"), after grace periods or
consents applicable thereto, shall occur during the Series 2000-1 Revolving
Period:

            (a) (i) failure on the part of the Servicer or a Guarantor to direct
      any payment or deposit to be made, or failure of any payment or deposit to
      be made, in respect of interest owing on any Series 2000-1 VFC Certificate
      within three (3) Business Days of the date such interest is due, (ii)
      failure on the part of the Servicer or a Guarantor to direct any payment
      or deposit to be made, or failure of any payment or deposit to be made, in
      respect of principal owing on the Series 2000-1 VFC Certificate on the
      date such principal is due or (iii) failure on the part of the Servicer or
      a Guarantor to direct any payment or deposit to be made, or of the Company
      or a Guarantor to make any payment or deposit in respect of any other
      amounts owing by the Company, under any Pooling and Servicing Agreement to
      or for the benefit of the Series 2000-1 Purchaser within three (3)
      Business Days of the date such amount is due or such deposit is required
      to be made;

            (b) (i) failure on the part of the Company duly to observe or
      perform in any material respect any covenant or agreement set forth in
      SUBSECTION 2.06(G) or 2.06(J)(I) or (II) of the Pooling Agreement; or (ii)
      failure on the part of the Company duly to observe or perform in any
      material respect any other covenant or agreement of the


                                       13
<PAGE>

      Company set forth in any Pooling and Servicing Agreement (including each
      covenant contained in SECTIONS 2.07 and 2.08 of the Agreement) that
      continues unremedied thirty (30) days after the earlier of (A) the date on
      which a Responsible Officer of the Company or a Responsible Officer of the
      Servicer has knowledge of such failure and (B) the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given to the Company by the Trustee, or to the Company and the Trustee by
      the Letter of Credit Agent or Administrative Agent;

            (c) any representation or warranty made or deemed made by the
      Company in any Pooling and Servicing Agreement to or for the benefit of
      the Series 2000-1 Purchaser shall prove to have been incorrect in any
      material respect when made or when deemed made and as a result of such
      incorrectness, the interests, rights or remedies of the Series 2000-1
      Purchaser have been materially and adversely affected; PROVIDED, HOWEVER,
      that a Series 2000-1 Early Amortization Event shall not be deemed to have
      occurred under this paragraph if the incorrectness of such representation
      or warranty gives rise to an obligation to repurchase or make an
      adjustment payment in respect of the related Purchased Loans and the
      Company has repurchased or made an adjustment payment in respect of the
      related Purchased Loan or all such Purchased Loans, if applicable, in
      accordance with the provisions of any Pooling and Servicing Agreement.

            (d) a Servicer Default other than any Servicer Default that is
      within SUBSECTION 5.01(A) above shall have occurred and be continuing;

            (e) a Purchase Termination Event shall have occurred and be
      continuing;

            (f) any of the Agreement, the Servicing Agreement, this Supplement
      or the Sale Agreement shall cease, for any reason, to be in full force and
      effect, or the Company, the Servicer, the Sellers, or any Affiliate of any
      of the foregoing, shall so assert in writing;

            (g) the Trust shall for any reason cease to have a valid and
      perfected first priority undivided ownership or first priority security
      interest in any or all of the Trust Assets (subject to no other Liens
      other than any Permitted Liens) or any of the Servicer, the Sellers, the
      Company or any Affiliate of any of the foregoing, shall so assert;

            (h) a Federal tax notice of a Lien, in an amount equal to or greater
      than $100,000, shall have been filed against the Company or the Trust
      unless there shall have been delivered to the Trustee, the Letter of
      Credit Agent, the Administrative Agent and the Series 2000-1 Rating
      Agencies proof of release of such Lien;

            (i) a notice of a Lien shall have been filed by the PBGC against the
      Company or the Trust under Section 412(n) of the Code or Section 302(f) of
      ERISA for a failure to make a required installment or other payment to a
      plan to which Section 412(n)


                                       14
<PAGE>

      of the Code or Section 302(f) of ERISA applies unless there shall have
      been delivered to the Trustee, the Letter of Credit Agent, the
      Administrative Agent and the Series 2000-1 Rating Agencies proof of the
      release of such Lien;

            (j) one or more judgments for the payment of money (to the extent
      not bonded or covered by insurance to the reasonable satisfaction of the
      Administrative Agent) shall be rendered against the Company (i) in an
      aggregate amount greater than $100,000 or (ii) that, individually or in
      the aggregate, have resulted or could reasonably be expected to result in
      a Material Adverse Effect;

            (k) (i) the Credits Outstanding shall exceed the Available Liquidity
      Commitment or (ii) the Series 2000-1 Invested Amount shall exceed the
      Series 2000-1 Maximum Invested Amount;

            (l) a Default or Event of Default shall have occurred and be
      continuing;

            (m) the Liquidity Commitment shall have been terminated pursuant to
      SECTION 4.02 of the Liquidity Agreement;

            (n) the amount available to be drawn under the Guaranty shall be
      less than the Aggregate Invested Amount;

then, in the case of (x) any event described in SECTION 7.01 of the Agreement,
automatically without any notice or action on the part of the Trustee, Series
2000-1 Purchaser, the Administrative Agent, the Letter of Credit Agent or the
Collateral Agent, an early amortization period shall immediately commence or (y)
any event described above, after the applicable grace period (if any) set forth
in the applicable subsection, the Trustee may, and at the written direction of
the Majority Letter of Credit Banks and the Majority Liquidity Banks, shall, by
written notice then given to each Guarantor, the Company, BAFC and the Servicer,
declare that an early amortization period has commenced as of the date of such
notice with respect to Series 2000-1 (any such period under clause (x) or (y)
above, a "SERIES 2000-1 EARLY AMORTIZATION PERIOD"). Upon the occurrence of a
Series 2000-1 Early Amortization Event or a Potential Series 2000-1 Early
Amortization Event, the Trustee may, or shall at the written direction of the
Letter of Credit Agent or the Administrative Agent, direct each Obligor to make
all payments with respect to Purchased Loans directly to the Collection Account.


                                   ARTICLE VI

                                  SERVICING FEE

      SECTION 6.01. SERVICING COMPENSATION. A servicing fee (the "SERIES 2000-1
MONTHLY SERVICING FEE") shall be payable to the Servicer as specified in
SUBSECTION 2.05(A) of the Servicing Agreement.



                                       15
<PAGE>

                                   ARTICLE VII

                                   COVENANTS;
                                 REPRESENTATIONS
                                 AND WARRANTIES

      SECTION 7.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
SERVICER.

            (a) The Company and the Servicer each hereby represents and warrants
      to the Trustee and the Series 2000-1 Purchaser that each and every of
      their respective representations and warranties contained in the Agreement
      and the Servicing Agreement is true and correct as of the Series 2000-1
      Issuance Date and as of the date of each Series 2000-1 Increase.

            (b) The Company hereby represents and warrants to the Trustee and
      the Trust, for the benefit of the Holders, on each Loan Purchase Date that
      since the Effective Date, no material adverse change has occurred in the
      overall rate of collection of the Purchased Loans.

      SECTION 7.02. COVENANTS OF THE COMPANY AND THE SERVICER. The Company
(solely with respect to clauses (a), (b), (c), (d) and (e) below) and the
Servicer hereby agree, in addition to their obligations under the Agreement and
the Servicing Agreement, that:

            (a) they shall not terminate the Agreement unless in compliance with
      the terms of the Agreement and the Supplements relating to each
      Outstanding Series;

            (b) they shall observe in all material respects each and every of
      their respective covenants (both affirmative and negative) contained in
      the Agreement, the Servicing Agreement, this Supplement and all other
      Transaction Documents to which each is a party;

            (c) they shall afford BAFC, the Administrative Agent, the Letter of
      Credit Agent, the Collateral Agent, the Trustee or any of their
      representatives access to all records relating to the Purchased Loans at
      any reasonable time during regular business hours, upon reasonable prior
      notice (and without prior notice if a Series 2000-1 Early Amortization
      Event has occurred), for purposes of inspection and shall permit BAFC, the
      Administrative Agent, the Letter of Credit Agent, the Collateral Agent or
      the Trustee or any of their representatives to visit any of the Company's
      or the Servicer's, as the case may be, offices or properties during
      regular business hours and as often as may reasonably be requested,
      subject to the Company's or the Servicer's, as the case may be, normal
      security and confidentiality requirements and to discuss the business,
      operations, properties, financial and other conditions of the Company or
      the Servicer with their respective officers and employees and with their
      Independent Public Accountants;



                                       16
<PAGE>

            (d) they shall not waive the provisions of SUBSECTIONS 7.01(D),
      (E)(I), (F), (G) or (H) or SECTIONS 2.05 or 8.02 of the Sale Agreement
      without the consent of the Majority Letter of Credit Banks and the
      Majority Liquidity Banks;

            (e) neither the Company nor the Servicer shall take any action, nor
      shall the Servicer permit any Seller to take any action, requiring the
      satisfaction of the Rating Agency Condition pursuant to any Transaction
      Document without the prior written consent of the Majority Letter of
      Credit Banks and the Majority Liquidity Banks; and

            (f) the Servicer shall cooperate in good faith to allow the Trustee
      to use the Servicer's available facilities and expertise upon the
      Servicer's termination or default.

      SECTION 7.03. NEGATIVE COVENANT OF THE COMPANY; COVENANTS OF THE SERVICER.

            (a) The Company shall not declare or pay any dividend on, or make
      any payment on account of, or set apart assets for a sinking or other
      analogous fund for, the purchase, redemption, defeasance, retirement or
      other acquisition of, any shares of any class of capital stock of the
      Company, whether now or hereafter outstanding, or make any other
      distribution in respect thereof, either directly or indirectly, whether in
      cash or property or in obligations of the Company (such declarations,
      payments, setting apart, purchases, redemptions, defeasance, retirements,
      acquisitions and distributions being herein called "RESTRICTED PAYMENTS")
      while Series 2000-1 is an Outstanding Series, except (i) from amounts
      distributed to the Company (x) in respect of the Exchangeable Company
      Interest, PROVIDED that on the date any such Restricted Payment is made,
      the Company is in compliance with its payment obligations under SECTION
      2.05 of the Agreement or (y) pursuant to SUBSECTION 3A.05; (ii) in
      compliance with all terms of the Transaction Documents and (iii) such
      Restricted Payment is made in accordance with all corporate and legal
      formalities applicable to the Company; PROVIDED that no Restricted Payment
      shall be made if a Series 2000-1 Early Amortization Event has occurred and
      is continuing (or would occur as a result of making such Restricted
      Payment).

            (b) The Servicer hereby agrees that it shall observe each and all of
      its covenants (both affirmative and negative) contained in each Pooling
      and Servicing Agreement in all material respects and that it shall:

                  (i) provide to the Letter of Credit Agent, the Administrative
            Agent and the Collateral Agent, simultaneously with delivery to the
            Trustee or the Series 2000-1 Rating Agencies, all reports, notices,
            certificates, statements and other documents required to be
            delivered to the Trustee or the Series 2000-1 Rating Agencies
            pursuant to the Agreement, the Servicing Agreement and the other
            Transaction Documents and furnish to the Letter of Credit Agent, the
            Administrative Agent and the Collateral Agent promptly after receipt
            thereof a


                                       17
<PAGE>

            copy of each material notice, material demand or other material
            communication (excluding routine communications) received by or on
            behalf of the Company or the Servicer with respect to the
            Transaction Documents; and

                  (ii) provide notice to the Letter of Credit Agent, the
            Administrative Agent and the Collateral Agent of the appointment of
            a Successor Servicer pursuant to SECTION 6.02 of the Servicing
            Agreement.

      SECTION 7.04. OBLIGATIONS UNAFFECTED. The obligations of the Company and
the Servicer to the Letter of Credit Agent, the Administrative Agent, the
Collateral and the Series 2000-1 Purchaser under this Supplement shall not be
affected by reason of any invalidity, illegality or irregularity of any of the
Purchased Loans or any sale of any of the Purchased Loans.


                                  ARTICLE VIII

                              CONDITIONS PRECEDENT

      SECTION 8.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SUPPLEMENT. This
Supplement will become effective on the date on which the following conditions
precedent have been satisfied:

            (a) TRANSACTION DOCUMENTS. BAFC, the Trustee, the Collateral Agent,
      the Letter of Credit Agent and the Administrative Agent shall have
      received an original copy for itself, each executed and delivered in form
      and substance satisfactory to BAFC, the Letter of Credit Agent and the
      Administrative Agent, of (i) the Agreement executed by a duly authorized
      officer of each of the Company, the Servicer and the Trustee, (ii) this
      Supplement executed by a duly authorized officer or authorized
      representative of each of the Company, the Servicer, the Trustee, the
      Administrative Agent, the Letter of Credit Agent, the Collateral Agent and
      the Series 2000-1 Purchaser and (iii) the other Transaction Documents duly
      executed by the parties thereto.

            (b) CORPORATE DOCUMENTS; CORPORATE PROCEEDINGS OF THE COMPANY, THE
      SELLERS AND THE SERVICER. BAFC, the Trustee, the Collateral Agent, the
      Letter of Credit Agent and the Administrative Agent shall have received
      from the Company and each Seller, complete copies of:

                  (i) a copy of the certificate of incorporation including all
            amendments thereto, of such Person, certified as of a recent date by
            the Secretary of State or other appropriate authority of the
            jurisdiction of incorporation, as the case may be, and a certificate
            of compliance, of status or of good standing (or other similar
            certificate, if any), as and to the extent applicable, of each such
            Person as of a recent date, from the Secretary of State or other
            appropriate authority of such jurisdiction;



                                       18
<PAGE>

                  (ii) a certificate of a Responsible Officer of such Person
            dated the Series 2000-1 Issuance Date and certifying (A) that
            attached thereto is a true and complete copy of the By-laws of such
            Person in effect as of the Series 2000-1 Issuance Date, (B) that
            attached thereto is a true and complete copy of the resolutions, in
            form and substance reasonably satisfactory to BAFC, the Letter of
            Credit Agent and the Administrative Agent, of the Board of Directors
            of such Person or committees thereof authorizing the execution,
            delivery and performance of the transactions contemplated by the
            Transaction Documents, and that such resolutions have not been
            amended, modified, revoked or rescinded and are in full force and
            effect on the Series 2000-1 Issuance Date, (C) that the certificate
            of incorporation of such Person has not been amended since the last
            amendment thereto shown on the certificate of the Secretary of State
            or other appropriate authority of the jurisdiction of incorporation
            of such Person furnished pursuant to clause (i) above and (D) as to
            the incumbency and specimen signature of each officer executing any
            Transaction Documents or any other document delivered in connection
            herewith or therewith on behalf of such Person; and

                  (iii) a certificate of another Responsible Officer as to the
            incumbency and specimen signature of the Responsible Officer
            executing the certificate pursuant to clause (ii) above.

            (c) GOOD STANDING CERTIFICATES. BAFC, the Trustee, the Collateral
      Agent, the Letter of Credit Agent and the Administrative Agent shall have
      received copies of certificates of compliance, of status or of good
      standing (or similar certificate, if any), dated as of a recent date from
      the Secretary of State or other appropriate authority of such
      jurisdiction, with respect to such Person in each jurisdiction where the
      ownership, lease or operation of property or the conduct of business
      requires it to qualify as a foreign corporation, except where the failure
      to so qualify would not reasonably be expected to have a material adverse
      effect on the business, operations, properties or condition (financial or
      otherwise) of such Person.

            (d) CONSENTS, LICENSES, APPROVALS, ETC. BAFC, the Trustee, the
      Collateral Agent, the Letter of Credit Agent and the Administrative Agent
      shall have received certificates dated the Series 2000-1 Issuance Date of
      a Responsible Officer of such Person either (i) attaching copies of all
      material consents, licenses, approvals, registrations or filings required
      in connection with the execution, delivery and performance by such Person
      of the Agreement, this Supplement, the Sale Agreement and/or the Servicing
      Agreement, as the case may be, and the validity and enforceability of the
      Agreement, this Supplement, the Sale Agreement, and/or the Servicing
      Agreement against such Person and such consents, licenses and approvals
      shall be in full force and effect or (ii) stating that no such consents,
      licenses, approvals registrations or filings are so required, except for
      (a) the filing of UCC financing statements (or similar filings) in any
      applicable jurisdictions necessary to perfect the Trusts' ownership or
      security interesting the Purchased Loans; and (b) those that may be
      required under state securities


                                       19
<PAGE>

      or "blue sky" laws; PROVIDED, that the Company makes no representation or
      warranty as to whether any action , consent, or approval of, registration
      or filing with any other action by any Governmental Authority is or will
      be required in connection with the distribution of the Certificates and
      Interests.

            (e) LIEN SEARCHES. BAFC, the Collateral Agent, the Letter of Credit
      Agent, the Administrative Agent and the Trustee shall have received the
      results of a recent search satisfactory to BAFC, the Letter of Credit
      Agent and the Administrative Agent of any UCC filings (or equivalent
      filings) made with respect to the Company and the Sellers (and with
      respect to such other Persons as BAFC, the Letter of Credit Agent or the
      Administrative Agent deems necessary) in the jurisdictions in which the
      Sellers and the Company are required to file financing statements pursuant
      to SUBSECTION 8.01(S), together with copies of the financing statements
      (or similar documents) disclosed by such search, and accompanied by
      evidence satisfactory to BAFC, the Letter of Credit Agent and the
      Administrative Agent that any Liens disclosed by such search would be
      Permitted Liens or have been released.

            (f) LEGAL OPINIONS. BAFC, the Collateral Agent, the Letter of Credit
      Agent, the Administrative Agent and the Trustee shall have received
      opinions of counsel to the Company and the Sellers, dated the Series
      2000-1 Issuance Date, as to corporate, bankruptcy, perfection and other
      matters, in form and substance reasonably acceptable to BAFC, the Letter
      of Credit Agent and the Administrative Agent and their counsel.

            (g) FEES. BAFC, the Collateral Agent, the Letter of Credit Agent,
      the Administrative Agent and the Trustee shall have received payment of
      all fees and other amounts due and payable to any of them on or before the
      Series 2000-1 Issuance Date.

            (h) CONDITIONS UNDER THE SALE AGREEMENT. A Responsible Officer of
      the Sellers and of the Company, respectively, shall have certified that
      all conditions to the obligations of the Sellers and of the Company under
      the Sale Agreement shall have been satisfied in all material respects.

            (i) COMPANY'S BOARD OF DIRECTORS. The composition of the Company's
      Board of Directors (including two independent directors) shall be
      reasonably acceptable to BAFC, the Letter of Credit Agent and the
      Administrative Agent.

            (j) FINANCIAL STATEMENTS. BAFC, the Trustee, the Collateral Agent,
      the Letter of Credit Agent and the Administrative Agent shall have
      received the consolidated balance sheets and statements of income,
      stockholders' equity and cash flows of Bunge and its Subsidiaries on a
      consolidated basis as of and for the fiscal year ended December 31, 1999,
      audited by and accompanied by a copy of the opinion of Deloitte & Touche,
      Independent Public Accountants.

            (k) SOLVENCY CERTIFICATE. BAFC, the Collateral Agent, the Letter of
      Credit Agent, the Administrative Agent and the Trustee shall have received
      a certificate


                                       20
<PAGE>

      dated the Series 2000-1 Issuance Date and signed by a Responsible Officer
      of the Company, in form satisfactory to BAFC, the Letter of Credit Agent
      and the Administrative Agent, to the effect that the Company will be
      Solvent after giving effect to the transactions occurring on the Series
      2000-1 Issuance Date.

            (l) REPRESENTATIONS AND WARRANTIES. On the Series 2000-1 Issuance
      Date, the representations and warranties of the Company and the Servicer
      in the Agreement, the Servicing Agreement and this Supplement shall be
      true and correct in all material respects.

            (m) ESTABLISHMENT OF ACCOUNTS. BAFC, the Collateral Agent, the
      Letter of Credit Agent, the Administrative Agent and the Trustee (x) shall
      have received evidence of the establishment of the Collection Account and
      the Collateral Accounts (other than the Reserve Account) and (y) shall
      otherwise be satisfied with the arrangements for collection of the
      Purchased Loans pursuant to the Transaction Documents.

            (n) BAFC RATING. BAFC, the Collateral Agent, the Administrative
      Agent and the Trustee shall have received a letter from S&P confirming its
      "A-1" rating of BAFC's commercial paper, a letter from Moody's confirming
      its "P-1" rating of BAFC's commercial paper and a letter from Fitch
      confirming its "F-1" rating of BAFC's commercial paper.

            (o) DAILY REPORT. BAFC, the Collateral Agent, the Administrative
      Agent and the Trustee shall have received a Daily Report on the Series
      2000-1 Issuance Date.

            (p) NO LITIGATION. BAFC, the Trustee, the Collateral Agent, the
      Letter of Credit Agent and the Administrative Agent shall have received
      confirmation that there is no pending or, to their knowledge after due
      inquiry, threatened action or proceeding affecting a Seller, the Servicer,
      the Company or any of their Subsidiaries before any Governmental Authority
      that could reasonably be expected to have a Material Adverse Effect.

            (q) BACK-UP SERVICING ARRANGEMENTS. BAFC, the Trustee, the
      Collateral Agent, the Letter of Credit Agent and the Administrative Agent
      shall have received evidence that each Seller and the Servicer maintains
      disaster recovery systems and back-up computer and other information
      management systems that, in BAFC's, the Letter of Credit Agent's and the
      Administrative Agent's reasonable judgement, are sufficient to protect
      such Seller's and such Servicer's business against material interruption
      or loss or destruction of its primary computer and information management
      systems.

            (r) FILINGS, REGISTRATIONS AND RECORDINGS.



                                       21
<PAGE>

                  (i) Each Seller shall have filed and recorded before such
            Series 2000-1 Issuance Date, at its own expense, UCC-1 financing
            statements (or other similar filings) with respect to the Purchased
            Loans and other Loan Assets (as defined with respect to the Sale
            Agreement) in such manner and in such jurisdictions as are necessary
            to perfect the Company's ownership interest thereof under the
            relevant UCC (or similar laws) and delivered evidence of such
            filings to BAFC, the Trustee, the Collateral Agent, the Letter of
            Credit Agent and the Administrative Agent on or prior to such Series
            2000-1 Issuance Date, and all other action (including but not
            limited to notifying related Obligors of the assignment of a
            Purchased Loan, except to the extent that the relevant UCC and other
            similar laws (to the extent applicable) permit the Seller (or the
            Company or its assignees) to provide such notification subsequent to
            the 2000-1 Issuance Date without materially impairing the Company's
            ownership of or security interest in the Purchased Loans and without
            incurring material expenses in connection with such notification)
            necessary to perfect under the relevant UCC and other similar laws
            (to the extent applicable) in jurisdictions outside the United
            States (to the extent applicable) the Company's ownership of or
            security interest in the Purchased Loans and other Loan Assets (as
            defined with respect to the Sale Agreement) shall have been duly
            taken; and

                  (ii) The Company (or the Servicer on its behalf) shall have
            filed and recorded before such Series 2000-1 Issuance Date, at its
            own expense, UCC-1 financing statements (or other similar filings)
            with respect to the Trust Assets in such manner and in such
            jurisdictions as are necessary to perfect and maintain perfection of
            the assignment of the Trust Assets to the Trust and delivered
            evidence of such filings to the BAFC, the Trustee, the Collateral
            Agent, the Letter of Credit Agent and the Administrative Agent on or
            prior to such Series 2000-1 Issuance Date, and all other action
            (including but not limited to notifying related Obligors of the
            assignment of a Purchased Loan, except to the extent that the
            relevant UCC and other similar laws (to the extent applicable)
            permit the Company (or its assignees) to provide such notification
            subsequent to the Series 2000-1 Issuance Date without materially
            impairing the Trust's ownership or security interest of the Trust
            Assets and without incurring material expenses in connection with
            such notification) necessary to perfect under the relevant UCC and
            other similar laws (to the extent applicable) in jurisdictions
            outside the United States (to the extent applicable) the Trust's
            security interest or ownership of the Trust Assets shall have been
            duly taken by the Company (or by the Servicer on behalf of the
            Company).

            (s) OTHER REQUESTS. The Collateral Agent, the Letter of Credit Agent
      and the Administrative Agent shall have received such other approvals,
      opinions or documents as it may reasonably request.


                                       22
<PAGE>

                                   ARTICLE IX

                                  MISCELLANEOUS

      SECTION 9.01. RATIFICATION OF AGREEMENT. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.

      SECTION 9.02. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT ISSUES OF PERFECTION ARE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION.

      SECTION 9.03. FURTHER ASSURANCES. Each of the Company, the Servicer and
the Trustee agrees, from time to time, to do and perform any and all acts and to
execute any and all further instruments required or reasonably requested by
BAFC, the Letter of Credit Agent or the Administrative Agent more fully to
effect the purposes of this Supplement and the sale of the Series 2000-1 VFC
Certificate and the Series 2000-1 VFC Beneficial Interests hereunder, including,
without limitation, in the case of the Company and the Servicer, the execution
of any financing or registration statements or similar documents or notices or
continuation statements relating to the Purchased Loans and the other Trust
Assets for filing or registration under the provisions of the relevant UCC or
similar legislation of any applicable jurisdiction, provided that, in the case
of the Trustee, in furtherance and without limiting the generality of SUBSECTION
8.01(D) of the Agreement, the Trustee shall have received reasonable assurance
in writing of adequate reimbursement and indemnity in connection with taking
such action before the Trustee shall be required to take any such action.

      SECTION 9.04. PAYMENTS. Each payment to be made hereunder shall be made on
the required payment date in Dollars and in immediately available funds, and if
such payment is to be made to the Series 2000-1 Purchaser or any Secured Party,
such payment shall be deposited in the Cash Collateral Account for distribution
in accordance with the Security Agreement. If neither BAFC nor the Collateral
Agent is the registered holder of the Series 2000-1 VFC Certificate, such
payments shall be made in accordance with the payment instructions from any
subsequent registered holder of the Series 2000-1 VFC Certificate.

      SECTION 9.05. COSTS AND EXPENSES. The Company agrees to pay all reasonable
fees and out-of-pocket costs and expenses of BAFC (including, without
limitation, reasonable fees and disbursements of counsel to BAFC) in connection
with (i) the preparation, execution and delivery of this Supplement, the
Agreement, and the other Transaction Documents and amendments or waivers of any
such documents, (ii) the reasonable enforcement by BAFC of the obligations and
liabilities of the Company and the Servicer under the Agreement, this Supplement
or any related document, (iii) any restructuring or workout of the Agreement,
this Supplement or any related document and (iv) any inspection of the Company's
and/or the Servicer's offices, properties, books and records and any discussions
with the officers,


                                       23
<PAGE>

employees and the Independent Public Accountants of the Company or the Servicer;
PROVIDED, HOWEVER, that any payments made by the Company pursuant to this
Section shall be Company Subordinated Obligations.

      SECTION 9.06. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and
no delay in exercising, on the part of the Trustee, the Letter of Credit Agent,
the Administrative Agent, the Series 2000-1 Purchaser or the Collateral Agent,
any right, remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.

      SECTION 9.07. AMENDMENTS.

            (a) Subject to SUBSECTION (C) of this SECTION 9.07, this Supplement
      may be amended in writing from time to time by the Servicer, the
      Company and the Trustee, with the prior written notice to BAFC, the
      Collateral Agent, the Letter of Credit Agent and the Administrative
      Agent, but without the consent of BAFC, the Collateral Agent, the
      Letter of Credit Agent and the Administrative Agent, to cure any
      ambiguity, to correct or supplement any provisions herein which may be
      inconsistent with any other provisions herein or to add any other
      provisions to or change in any manner or eliminate any of the
      provisions with respect to matters or questions raised under this
      Supplement which shall not be inconsistent with the provisions of any
      Pooling and Servicing Agreement; PROVIDED, HOWEVER, that such action
      shall not, as evidenced by a Responsible Officer's Certificate of the
      Servicer delivered to the Trustee upon which the Trustee may
      conclusively rely, have a Material Adverse Effect (but, to the extent
      that the determination of whether such action would have a Material
      Adverse Effect requires a conclusion as to a question of law, an
      Opinion of Counsel shall be delivered by the Servicer to the Trustee in
      addition to such Responsible Officer's Certificate). The Trustee may,
      but shall not be obligated to, enter into any such amendment pursuant
      to this paragraph or paragraph (b) below that affects the Trustee's
      rights, duties or immunities under any Pooling and Servicing Agreement
      or otherwise.

            (b) Subject to SUBSECTION (C) of this SECTION 9.07, this Supplement
      may also be amended (other than in the circumstances referred to in
      SUBSECTION (A)) in writing from time to time by the Servicer, the Company
      and the Trustee with the written consent of BAFC, the Collateral Agent,
      the Letter of Credit Agent, the Majority Letter of Credit Banks, the
      Administrative Agent and the Majority Liquidity Banks for the purpose of
      adding any provisions to or changing in any manner or eliminating any of
      the provisions of this Supplement or of modifying in any manner the rights
      of BAFC, the Collateral Agent, the Letter of Credit Agent, the Letter of
      Credit Banks, the Administrative Agent or the Liquidity Banks; PROVIDED,
      HOWEVER, that no such amendment shall, unless signed or consented to in
      writing by the Letter of Credit Banks and all Liquidity Banks, (i)


                                       24
<PAGE>

      extend the time for payment, or reduce the amount, of any amount of money
      payable to or for the account of the Series 2000-1 Purchaser under any
      provision of this Supplement or extend the Series 2000-1 Termination Date,
      (ii) subject the Series 2000-1 Purchaser to any additional obligation
      (including, without limitation, any change in the determination of any
      amount payable by the Series 2000-1 Purchaser) or (iii) change the Series
      2000-1 Maximum Invested Amount or the number of Letter of Credit Banks or
      Liquidity Banks which shall be required for any action under this
      subsection or any other provision of this Supplement.

            (c) No amendment to this Supplement shall be effective until (i) if
      such amendment is material, the Rating Agency Condition is satisfied and
      (ii) with respect to all such amendments, prior written notice is given to
      the Series 2000-1 Rating Agencies.

            (d) The Company and the Trustee hereby agree that the Company and
      the Trustee may not perform a Company Exchange in accordance with SECTION
      5.10 of the Agreement without obtaining (i) the prior written consent of
      BAFC, the Letter of Credit Banks having, in the aggregate, more than
      66-2/3% of the Letter of Credit Commitment and the Liquidity Banks having,
      in the aggregate, more than 66 2/3% of the Liquidity Commitment, and (ii)
      satisfaction of the Rating Agency Condition.

      SECTION 9.08. SEVERABILITY. If any provision hereof is void or
unenforceable in any jurisdiction, such status shall not affect the validity or
enforceability of (i) such provision in any other jurisdiction or (ii) any other
provision hereof in such or any other jurisdiction.

      SECTION 9.09. NOTICES. All notices, requests and demands to or upon any
party hereto to be effective shall be given (i) in the case of the Company,
the Servicer and the Trustee, in the manner set forth in SECTION 10.05 of the
Agreement and (ii) in the case of the Series 2000-1 Purchaser, the Letter of
Credit Agent, each Letter of Credit Bank, each Liquidity Bank, the
Administrative Agent, the Collateral Agent and the Series 2000-1 Rating
Agencies, in writing (including a confirmed transmission by telecopy), and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered by hand or three days after being deposited in
the mail, postage prepaid, or, in the case of telecopy notice, when received,
at their respective Notice Addresses or to such other address as may be
hereafter notified by the respective parties hereto.

      SECTION 9.10. SUCCESSORS AND ASSIGNS.

            (a) This Supplement shall be binding upon and inure to the benefit
      of the parties hereto and their respective successors and assigns.

            (b) Neither the Company nor the Servicer shall assign or delegate
      any of its rights or duties hereunder other than to an Affiliate thereof
      without the prior written consent of the Trustee, the Series 2000-1
      Purchaser, the Letter of Credit Agent, the


                                       25
<PAGE>

      Administrative Agent and the Collateral Agent, and any attempted
      assignment without such consent shall be null and void.

            (c) Notwithstanding any other provisions herein, no transfer or
      assignment of any interests or obligations of the Series 2000-1 Purchaser
      hereunder or any grant of participation therein shall be permitted (i) if
      such transfer, assignment or grant would result in a prohibited
      transaction under Section 4975 of the Internal Revenue Code or Section 406
      of ERISA or cause the Trust Assets to be regarded as "plan assets"
      pursuant to 29 C.F.R. ss. 2510.3-101, and (ii) unless the transferee shall
      deliver to the Trustee, the Company and the Collateral Agent an officer's
      certificate and an opinion of counsel that such transfer, assignment or
      grant would not require the Company or the Sellers to file a registration
      statement with the Securities and Exchange Commission.

      SECTION 9.11. COUNTERPARTS. This Supplement may be executed in any number
of counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original, and all of
which taken together shall constitute one and the same agreement.

      SECTION 9.12. SETOFF. In addition to any rights and remedies of the Series
2000-1 Purchaser provided by law, the Series 2000-1 Purchaser shall have the
right, without prior notice to the Company, any such notice being expressly
waived by the Company to the extent permitted by applicable law, upon any amount
becoming due and payable by the Company hereunder or under the Series 2000-1 VFC
Certificate to setoff and appropriate and apply against any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by the Series 2000-1 Purchaser to or for the credit or the account
of the Company. The Series 2000-1 Purchaser agrees promptly to notify the
Company, the Trustee, the Letter of Credit Agent, the Collateral Agent and the
Administrative Agent after any the setoff and application made by the Series
2000-1 Purchaser; PROVIDED that the failure to give such notice shall not affect
the validity of such setoff and application.

      SECTION 9.13. NO BANKRUPTCY PETITION; NO RECOURSE.

            (a) (i) The Series 2000-1 Purchaser, the Collateral Agent, the
      Administrative Agent, the Liquidity Banks, the Letter of Credit Agent, the
      Letter of Credit Banks, the Servicer and the Trustee each hereby covenants
      and agrees that prior to the date which is one year and one day after all
      Investor Certificates of each Outstanding Series are repaid in full it
      will not institute against, or join with or assist any other Person in
      instituting against, the Company any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings, or other similar
      proceedings under any Applicable Insolvency Laws. (ii) Notwithstanding
      anything elsewhere herein contained, the sole remedy of the Collateral
      Agent, the Administrative Agent, the Liquidity Banks, the Letter of Credit
      Agent, the Letter of Credit Banks, the Servicer, the Trustee, the Series
      2000-1 Purchaser, or any other Person in respect of any obligation,
      covenant, representation,


                                       26
<PAGE>

      warranty or agreement of the Company under or related to this Supplement
      shall be against the assets of the Company. Neither the Collateral Agent,
      nor the Administrative Agent, nor the Liquidity Banks, nor the Letter of
      Credit Agent, nor the Letter of Credit Banks, nor the Series 2000-1
      Purchaser, nor the Trustee, nor the Servicer, nor any other Person shall
      have any claim against the Company to the extent that such assets are
      insufficient to meet any such obligation, covenant, representation,
      warranty or agreement (the difference being referred to herein as
      "shortfall") and all claims in respect of the shortfall shall be
      extinguished. A director, officer, employee or shareholder, as such, of
      the Servicer or the Company shall not have liability for any obligation of
      the Servicer or the Company hereunder or under any Transaction Document or
      for any claim based on, in respect of, or by reason of, any Transaction
      Document, unless such claim results from the gross negligence, fraudulent
      acts or willful misconduct of such director, officer, employee or
      shareholder.

            (b)

                  (i) The Trustee, the Company, the Servicer, the Collateral
            Agent, the Administrative Agent, the Liquidity Banks, the Letter of
            Credit Agent and the Letter of Credit Banks, each hereby covenant
            and agree that prior to the date which is one year and one day after
            the latest of (A) the last day of the Series 2000-1 Amortization
            Period, (B) the date on which all Series 2000-1 Aggregate Unpaids
            are repaid in full, and (C) the date on which all outstanding
            Commercial Paper of BAFC is paid in full, it will not institute
            against, or join with or assist any other Person in instituting
            against, BAFC any bankruptcy, reorganization, arrangement,
            insolvency or liquidation proceedings, or other similar proceedings
            under any Applicable Insolvency Laws.

                  (ii) Notwithstanding any other provision hereof or of any
            other Transaction Documents, the sole remedy of the Collateral
            Agent, the Administrative Agent, the Liquidity Banks, the Letter of
            Credit Agent, the Letter of Credit Banks, the Servicer, the Trustee
            or any other Person in respect of any obligation, covenant,
            representation, warranty or agreement of BAFC under or related to
            this Supplement or any other Transaction Document shall be against
            the assets of BAFC. Neither the Collateral Agent, nor the
            Administrative Agent, nor any Liquidity Bank, nor the Letter of
            Credit Agent, nor any Letter of Credit Bank, nor the Servicer, nor
            the Trustee nor any other Person shall have any claim against BAFC
            to the extent that such assets are insufficient to meet such
            obligations, covenant, representation, warranty or agreement (the
            difference being referred to herein as a "SHORTFALL") and all claims
            in respect of the shortfall shall be extinguished; PROVIDED,
            HOWEVER, that the provisions of this SECTION 9.13 apply solely to
            the obligations of BAFC and shall not extinguish such shortfall for
            purposes of the obligations of a Guarantor to any Person under the
            Guaranty.

            The provisions of this SECTION 9.13 shall survive termination of
            this Agreement.

                                       27
<PAGE>

      SECTION 9.14. LIMITATION ON ADDITION OF SELLERS. Notwithstanding anything
to the contrary contained in the Sale Agreement or the Agreement, the Company
shall not consent to the addition of a Seller thereunder unless each of the
following conditions shall have been satisfied.

                  (i) Each of the conditions set forth in SECTION 3.05 of the
            Sale Agreement shall have been satisfied and the Trustee shall have
            received evidence in the form of a Responsible Officer's Certificate
            as to that fact.

                  (ii) The Company, the Trustee, the Collateral Agent, the
            Administrative Agent and the Letter of Credit Agent, shall have
            received confirmation that there is no pending or, to its knowledge
            after due inquiry, threatened action or proceeding affecting such
            additional Seller before any Governmental Authority (A) that could
            reasonably be expected to have a Material Adverse Effect, or (B)
            that purports to affect the legality, validity or enforceability or
            this Supplement, the Agreement or any other Transaction Document or
            any of the transactions contemplated hereby or thereby.

                  (iii) The Company, the Trustee, the Collateral Agent, the
            Administrative Agent and the Letter of Credit Agent shall have
            received evidence that the Rating Agency Condition shall have been
            satisfied with respect to the addition of such Seller.

                  (iv) The Administrative Agent and the Letter of Credit Agent
            shall have provided prior written consent to the addition of such
            Seller to Bunge.

                  (v) The Company, the Administrative Agent, the Letter of
            Credit Agent, the Collateral Agent and the Trustee shall have
            received Opinions of Counsel of outside counsel addressed to the
            Company, the Administrative Agent, the Letter of Credit Agent, the
            Collateral Agent and the Trustee covering matters with respect to
            such Seller as were covered in the Opinions of Counsel delivered on
            the Series 2000-1 Issuance Date with respect to the original
            Sellers.

                  (vi) The Company, the Trustee, the Collateral Agent, the
            Administrative Agent and the Letter of Credit Agent shall have
            received a certificate prepared by a Responsible Officer of the
            Servicer certifying that after giving effect to the addition of such
            Seller, the Credits Outstanding shall be equal to or less than the
            Available Liquidity Commitment on the related Seller Addition Date.

      SECTION 9.15. CHASE CONFLICT WAIVER. Chase acts as Depositary,
Administrative Agent and Liquidity Bank and may provide other services or
facilities from time to time (the "CHASE ROLES"). Each Liquidity Bank and each
other party hereto hereby acknowledges and consents to any and all Chase Roles,
waives any objections it may have to any actual or potential conflict of
interest caused by Chase's acting as Administrative Agent,


                                       28
<PAGE>

Depositary or as Liquidity Bank hereunder and acting as or maintaining any of
the Chase Roles, and agrees that in connection with any Chase Role, Chase may
take, or refrain from taking, any action which it in its discretion deems
appropriate.

      SECTION 9.16. LIMITED RECOURSE.

      No recourse under any obligation, covenant or agreement of BAFC contained
in the Pooling Agreement shall be had against any incorporator, stockholder,
officer, director, employee or agent of BAFC or any of their Affiliates (solely
by virtue of such capacity) by the enforcement of any assessment or by any legal
or equitable proceeding, by virtue of any statute or otherwise; it being
expressly agreed and understood that the Pooling Agreement is solely a corporate
obligation of BAFC individually, and that no personal liability whatever shall
attach to or be incurred by any incorporator, stockholder, officer, director,
employee or agent of BAFC or any of their Affiliates (solely by virtue of such
capacity) or any of them under or by reason of any of the obligations, covenants
or agreements of BAFC contained in the Pooling Agreement, or implied therefrom,
and that any and all personal liability for breaches by BAFC of any of such
obligations, covenants or agreements, either at common law or at equity, or by
statute, rule or regulation, of every such incorporator, stockholder, officer,
director, employee or agent is hereby expressly waived as a condition of and in
consideration for the execution of the Pooling Agreement; PROVIDED that the
foregoing shall not relieve any such Person from any liability it might
otherwise have as a result of fraudulent actions taken or omissions made by
them. The provisions of this SECTION 9.16 shall survive termination of the
Pooling Agreement.


                                    ARTICLE X

                               FINAL DISTRIBUTIONS

      SECTION 10.01. CERTAIN DISTRIBUTIONS.

            (a) Not later than 2:00 p.m., New York City time, on the
      Distribution Date following the date on which the proceeds from the
      disposition of the Purchased Loans pursuant to SUBSECTION 7.02(B) of the
      Agreement are deposited into the Series 2000-1 Collection Subaccount, the
      Trustee shall distribute such amounts pursuant to Article III of this
      Supplement.

            (b) Notwithstanding anything to the contrary in this Supplement or
      the Agreement, any distribution made pursuant to this Section shall be
      deemed to be a final distribution pursuant to SECTION 9.03 of the
      Agreement with respect to the Series 2000-1 VFC Certificate.



                                       29
<PAGE>


                  IN WITNESS WHEREOF, the Company, the Servicer, the Trustee,
the Series 2000-1 Purchaser, the Collateral Agent, the Letter of Credit Agent
and the Administrative Agent have caused this First Amended and Restated Series
2000-1 Supplement to be duly executed by their respective officers as of the day
and year first above written.

                                            BUNGE FUNDING, INC.


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            BUNGE MANAGEMENT SERVICES, INC.,
                                            as Servicer


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            THE BANK OF NEW YORK,
                                            not in its individual capacity
                                            but solely as Trustee


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            BUNGE ASSET FUNDING CORP.,
                                            as the Series 2000-1 Purchaser


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

<PAGE>



                                            THE BANK OF NEW YORK,
                                            as the Collateral Agent


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            COOPERATIEVE CENTRALE
                                            RAIFFEISEN-BOERENLEENBANK B.A.,
                                            "RABOBANK INTERNATIONAL", NEW
                                            YORK BRANCH,
                                            as the Letter of Credit Agent


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                            THE CHASE MANHATTAN BANK,
                                            as the Administrative Agent


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------
<PAGE>




                                   SCHEDULE I
                       SERIES 2000-1 COLLECTION SUBACCOUNT

Series 2000-1 Collection Subaccount #200805
The Bank of New York
101 Barclay Street
New York, NY  10286


                                     SI-1

<PAGE>




                                                                 EXHIBIT A
                                                                    TO
                                                        SERIES 2000-1 SUPPLEMENT

                               BUNGE MASTER TRUST
                      FORM OF SERIES 2000-1 VFC CERTIFICATE

REGISTERED                                          UP TO $750,000,000.00 SERIES
NO. VFC-[ ]                                              2000-1 INVESTED AMOUNT*


      *THE SERIES 2000-1 INVESTED AMOUNT OF THIS SERIES 2000-1 VFC CERTIFICATE
IS SUBJECT TO CHANGE AS DESCRIBED HEREIN.

      THIS SERIES 2000-1 VFC CERTIFICATE AMENDS AND RESTATES THE AMENDED AND
RESTATED SERIES 2000-1 VFC CERTIFICATE THAT WAS ISSUED ON DECEMBER 20, 2000.

      THIS SERIES 2000-1 VFC CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). NEITHER THIS SERIES 2000-1 VFC
CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE
WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.

      THIS SERIES 2000-1 VFC CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH
THE TERMS OF THE POOLING AGREEMENT AND SUPPLEMENT REFERRED TO HEREIN.

      This Series 2000-1 VFC Certificate evidences a fractional undivided
interest in the assets of the


                               BUNGE MASTER TRUST

the corpus of which consists of loans made by Bunge Finance Limited and Bunge
Finance North America, Inc. to Affiliates, which loans have been purchased by
Bunge Funding, Inc., a Delaware corporation, which in turn transferred and
assigned such receivables to the Bunge Master Trust.

                  (Not an interest in or recourse obligation of
       Bunge International Limited (except in its capacity as Guarantor),
              Bunge Limited (except in its capacity as Guarantor),
           Bunge Funding, Inc. or any of their respective Affiliates)


                                       A-1
<PAGE>



                               This certifies that

                            BUNGE ASSET FUNDING CORP.

(the "SERIES 2000-1 VFC CERTIFICATEHOLDER") is the registered owner of a
fractional undivided interest in the assets of Bunge Master Trust (the "TRUST")
originally created pursuant to the Pooling Agreement, dated as of August 25,
2000 (as the same may from time to time be amended, restated, supplemented or
otherwise modified thereafter, the "POOLING AGREEMENT"), by and among Bunge
Funding, Inc., a Delaware corporation (the "COMPANY"), Bunge Management
Services, Inc., a Delaware corporation, as Servicer (the "SERVICER"), and The
Chase Manhattan Bank, (as subsequently replaced by The Bank of New York) as
trustee (in such capacity, the "TRUSTEE") for the Trust, as supplemented by the
Series 2000-1 Supplement, dated as of August 25, 2000 (as amended, supplemented
or otherwise modified from time to time, the "SUPPLEMENT", collectively, with
the Pooling Agreement, the "AGREEMENT"), by and among the Company, the Servicer,
the Trustee, Bunge Asset Funding Corp. ("BAFC"), The Chase Manhattan Bank (as
subsequently replaced by The Bank of New York), as collateral agent (in such
capacity the "COLLATERAL AGENT"), Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International", New York Branch, as
letter of credit agent (in such capacity, the "LETTER OF CREDIT AGENT") and The
Chase Manhattan Bank, as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT"). The corpus of the Trust consists of Purchased Loans and
all other Trust Assets referred to in the Agreement. Although a summary of
certain provisions of the Agreement is set forth below, this Series 2000-1 VFC
Certificate does not purport to summarize the Agreement, is qualified in its
entirety by the terms and provisions of the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Agreement may be requested by a holder
hereof by writing to the Trustee at The Bank of New York, 101 Barclay Street,
Fl. 21 West, New York, New York 10286, Attention: Martin Reed. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed to
them in Annex X attached to the Agreement.

      THIS SERIES 2000-1 VFC CERTIFICATE IS ISSUED UNDER AND IS SUBJECT TO THE
TERMS, PROVISIONS AND CONDITIONS OF THE AGREEMENT, TO WHICH AGREEMENT THE SERIES
2000-1 VFC CERTIFICATEHOLDER, BY VIRTUE OF THE ACCEPTANCE HEREOF, ASSENTS AND IS
BOUND.

      The Servicer, the Company, the Series 2000-1 VFC Certificateholder and the
Trustee intend, for federal, state and local income and franchise tax purposes
only (but for no other purpose), that the Series 2000-1 VFC Certificate be
evidence of indebtedness of the Company secured by the Trust Assets and that the
Trust not be characterized as an association or publicly traded partnership
taxable as a corporation. The Series 2000-1 VFC Certificateholder, by the
acceptance hereof, agrees to treat the Series 2000-1 VFC Certificate for
federal, state and local income and franchise tax purposes (but for no other
purpose) as indebtedness of the Company; PROVIDED, HOWEVER, that nothing in this
Series 2000-1 VFC Certificate or in the Transaction Documents shall impose on
the Company any personal liability in respect of this Series 2000-1 VFC
Certificate.



                                      A-2
<PAGE>

      This Series 2000-1 VFC Certificate is the Investor Certificate entitled
"Bunge Master Trust, Series 2000-1 VFC Certificate" (the "SERIES 2000-1 VFC
CERTIFICATE") representing a fractional undivided interest in the Trust Assets,
consisting of the right to receive the distributions specified in the Supplement
out of (i) the Series 2000-1 Invested Percentage (expressed as a decimal) of
Collections received with respect to the Purchased Loans and all other funds on
deposit in the Collection Account and (ii) to the extent such interests appear
in the Supplement, all other funds on deposit in the Series 2000-1 Collection
Subaccount (collectively, the "SERIES 2000-1 VFC CERTIFICATEHOLDER'S INTEREST").
The Trust Assets are allocated in part to the Series 2000-1 VFC
Certificateholder with the remainder allocated to the Investor
Certificateholders of other Series, if any, and to the Company. An Exchangeable
Company Interest representing the Company's interest in the Trust was issued to
the Company pursuant to the Pooling Agreement on August 25, 2000. The
Exchangeable Company Interest represents the interest in the Trust Assets not
represented by the Investor Certificates of each Outstanding Series. The
Exchangeable Company Interest may be decreased by the Company pursuant to the
Pooling Agreement in exchange for an increase in the Invested Amount of a Class
of Investor Certificates of an Outstanding Series, or one or more newly issued
Series of Investor Certificates, upon the conditions set forth in the Agreement.

      Distributions with respect to this Series 2000-1 VFC Certificate shall be
paid by the Trustee in immediately available funds to the Series 2000-1 VFC
Certificateholder by depositing such funds in the Cash Collateral Account or, if
neither BAFC nor the Collateral Agent is the registered holder of the Series
2000-1 VFC Certificate, in accordance with the payment instructions from any
subsequent registered holder of the Series 2000-1 VFC Certificate. Final payment
of this Series 2000-1 VFC Certificate shall be made only upon presentation and
surrender of this Series 2000-1 VFC Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Series 2000-1 VFC Certificateholder in accordance with the Agreement.

      THIS SERIES 2000-1 VFC CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR
AN INTEREST IN, BUNGE (EXCEPT IN ITS CAPACITY AS GUARANTOR), THE COMPANY, THE
SERVICER OR ANY AFFILIATE OF EITHER OF THEM.

      The transfer of this Series 2000-1 VFC Certificate shall be registered in
the Certificate Register upon surrender of this Series 2000-1 VFC Certificate
for registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by evidence of satisfaction of the transfer
restrictions set forth in SUBSECTION 9.10(C) of the Series 2000-1 Supplement and
a written instrument of transfer, in a form satisfactory to the Trustee, the
Transfer Agent and Registrar, the Company and the Servicer, duly executed by the
Series 2000-1 VFC Certificateholder or the Series 2000-1 VFC Certificateholder's
attorney, and duly authorized in writing with such signature guaranteed, and
thereupon one or more new Series 2000-1 VFC Certificates of authorized
denominations and of like aggregate Fractional Undivided Interests will be
issued to the designated transferee or transferees.



                                      A-3
<PAGE>

      The Company, the Trustee, the Servicer, the Transfer Agent and Registrar,
and any agent of any of them, may treat the person whose name is recorded in the
Series 2000-1 Register as the Series 2000-1 Purchaser for all purposes of the
Supplement, notwithstanding notice to the contrary.

      It is expressly understood and agreed by the Company and the Series 2000-1
VFC Certificateholder that (i) the Agreement is executed and delivered by the
Trustee, not individually or personally but solely as Trustee of the Trust, in
the exercise of the powers and authority conferred and vested in it, (ii) the
representations, undertakings and agreements made on the part of the Trust in
the Agreement are made and intended not as personal representations,
undertakings and agreements by the Trustee, but are made and intended for the
purpose of binding only the Trust, (iii) nothing herein contained shall be
construed as creating any liability of the Trustee, individually or personally,
to perform any covenant either expressed or implied made on the part of the
Trust in the Agreement, all such liability, if any, being expressly waived by
the parties who are signatories to the Agreement and by any Person claiming by,
through or under such parties; PROVIDED, HOWEVER, the Trustee shall be liable in
its individual capacity for its own willful misconduct or gross negligence and
for any tax assessed against the Trustee based on or measured by any fees,
commission or compensation received by it for acting as Trustee and (iv) under
no circumstances shall the Trustee be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under the Agreement.

      The holder of this Series 2000-1 VFC Certificate is authorized to record
the date and amount of each increase and decrease in the Series 2000-1 Invested
Amount with respect to such holder on the schedules annexed hereto and made a
part hereof and any such recordation shall constitute PRIMA FACIE evidence of
the accuracy of the information so recorded, absent manifest error, PROVIDED
that the failure of the holder of this Series 2000-1 VFC Certificate to make
such recordation (or any error in such recordation) shall not affect the
obligations of the Company, the Servicer or the Trustee under the Agreement.

      This Series 2000-1 VFC Certificate shall be treated as a "certificated
security" for the purposes of Section 8-102(a)(4) of the New York UCC.

      THIS SERIES 2000-1 VFC CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ANY
CONFLICT OF LAW PRINCIPLES.

      By acceptance of this Series 2000-1 VFC Certificate, the Series 2000-1 VFC
Certificateholder hereby agrees that it will not institute against, or join with
or assist any other Person in instituting against, the Company prior to the date
which is one year and one day after all Investor Certificates of each
Outstanding Series are repaid in full any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any Applicable Insolvency Laws.



                                      A-4
<PAGE>

                  Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Series 2000-1
VFC Certificate shall not be entitled to any benefit under the Agreement, or be
valid for any purpose.


                                      A-5
<PAGE>


      IN WITNESS WHEREOF, the Company, as agent of the Trust, has caused this
Series 2000-1 VFC Certificate to be duly executed.

Dated:  July __, 2001


                                            BUNGE FUNDING, INC.,
                                            as agent of the Trust as authorized
                                            pursuant to SECTION 5.01 of the
                                            Pooling Agreement,


                                            By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------



                                      A-6
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is the Series 2000-1 VFC Certificate referred to in the
within-mentioned Agreement.

                                            THE BANK OF NEW YORK, not in its
                                            individual capacity but solely as
                                            Trustee,


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                                       Authorized Signatory

                                            Dated:
                                                  ------------------------------



                                      A-7
<PAGE>

                  Pay to the order of The Bank of New York, as Collateral Agent.


                                            BUNGE ASSET FUNDING CORP.,



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------




                                      A-8
<PAGE>


                                                             SCHEDULE 1
                                                                 TO
                                                   SERIES 2000-1 VFC CERTIFICATE

<TABLE>
<CAPTION>

              Series 2000-1     Series 2000-1
               Increase in       Decrease in       Series 2000-1
      Date    Series 2000-1     Series 2000-1        Purchaser        Notation
                Purchaser         Purchaser          Invested          Made By
                Invested           Invested           Amount
                 Amount             Amount
<S>           <C>               <C>                <C>                <C>


</TABLE>



                                      A-9
<PAGE>

                                                                 EXHIBIT D
                                                                    TO
                                                        SERIES 2000-1 SUPPLEMENT


                        FORM OF ISSUANCE/INCREASE NOTICE

                                                                      ___, 20__

BUNGE ASSET FUNDING CORP.

THE CHASE MANHATTAN BANK,
as Administrative Agent

THE BANK OF NEW YORK,
as Trustee

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH,
as Letter of Credit Agent

Ladies and Gentlemen;

      Reference is hereby made to the First Amended and Restated Series 2000-1
Supplement, dated as of July 12, 2001 (as amended or supplemented, the
"SUPPLEMENT"), among Bunge Funding, Inc. (the "COMPANY"), Bunge Management
Services, Inc. as Servicer (in such capacity, the "SERVICER"), Bunge Asset
Funding Corp. as Series 2000-1 Purchaser, The Bank of New York, as Collateral
Agent and as Trustee, The Chase Manhattan Bank, as Administrative Agent, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International",
New York Branch, as Letter of Credit Agent. Capitalized terms used in this
Notice and not otherwise defined herein shall have the meanings assigned thereto
or incorporated by reference in the Supplement.

      This Notice constitutes the notice recruited in connection with [the
initial issuance] [a Series 2000-1 Increase] pursuant to SUBSECTION 2.05(A) of
the Supplement.

      The [Servicer] [Company] hereby requests [a purchase in respect of the
initial issuance of the Series 2000-1 VFC Certificate] [a Series 2000-1
Increase] be made by the Series 2000-1 Purchaser on _________, ________ in the
aggregate amount of $________.

      The [Servicer] [Company] hereby represents and warrants, as of the date of
such [purchase] [Series 2000-1 Increase] after giving effect thereto, that the
conditions set forth in



                                      D-1
<PAGE>

SECTION 2.05 of the Supplement with respect to such [purchase] [Series 2000-1
Increase] have been satisfied.


                                      D-2
<PAGE>


      IN WITNESS WHEREOF, the undersigned has caused this Notice to be executed
by its duly authorized officer as of the date first above written.

                                            [BUNGE MANAGEMENT SERVICES, INC.,
                                            as Servicer] [BUNGE FUNDING, INC.]


                                            By:
                                               ---------------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------



                                      D-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>13
<FILENAME>a2054045zex-21_1.txt
<DESCRIPTION>EXHIBIT 21.1
<TEXT>

<PAGE>

                                                                    Exhibit 21.1


                          SUBSIDIARIES OF BUNGE LIMITED


<TABLE>
<CAPTION>
COUNTRY OF INCORPORATION/                                  OWNERSHIP
COMPANY NAME                                               PERCENTAGE
------------                                               ----------
<S>                                                          <C>
BERMUDA

Greenleaf, Ltd.                                              100.00
Bunge Finance Ltd.                                           100.00
Ceval Holdings Ltd.                                          100.00
Serrana Holdings Ltd.                                        100.00
Bunge Global Markets, Ltd.                                   100.00

BARBADOS

Bunge Export Sales (Barbados) Corporation                    100.00

CAYMAN ISLANDS

Santista International Ltd.                                   71.10
Serrana International Ltd.                                    72.00
Santista Export Ltd.                                          71.10
Ceval Export Securitization Ltd.                              71.10
Ceval International Ltd.                                      71.10
Bunge Trade Limited                                          100.00

USA

Bunge Corporation                                            100.00
Bunge Lauhoff Grain Company                                  100.00
Nutrition Unlimited, Inc.                                    100.00
The Crete Mills, Inc.                                        100.00
Lauhoff Finance Corporation                                  100.00
Bunge Foods Corporation                                      100.00
Richardson & Holland Corporation                             100.00
Basic Foods, Inc.                                            100.00
Bunge Corporation (Emporia)                                  100.00
Produce Grain, Inc.                                          100.00
Bunge North America Corporation                              100.00
International Produce, Inc.                                  100.00
Bunge Foods Corporation (California)                         100.00


                                       1
<PAGE>

                          SUBSIDIARIES OF BUNGE LIMITED


<CAPTION>
COUNTRY OF INCORPORATION/                                  OWNERSHIP
COMPANY NAME                                               PERCENTAGE
------------                                               ----------
<S>                                                          <C>
USA

Bunge North America, Inc.                                    100.00
Bunge Finance North America, Inc.                            100.00
Bunge Global Markets, Inc.                                   100.00
Bunge Management Services Inc.                               100.00
Bunge Funding, Inc.                                          100.00
Bunge Asset Funding Corporation                              100.00

CANADA

Bunge of Canada Ltd.                                         100.00

MEXICO

Controladora Bunge, S.A. de C.V.                             100.00
Agroproductos y Servicios Bunge, S.A. de C.V.                100.00
Alimentos Bunge, S.A. de C.V.                                 75.00
Harinera La Espiga, S.A. de C.V.                              25.00
Inmobiliaria A. Gil S.A.                                      25.00
Inmobiliaria Gilsa S.A.                                       25.00
Servicios Administrativos Bunge, S.A. de C.V.                100.00
Molinos Lauhoff-Bunge S.A. de C.V.                           100.00

ARGENTINA

Terminal Bahia Blanca S.A.                                    59.56
Bunge Ceval S.A.                                             100.00
Bunge Argentina S.A.                                         100.00
Terminal 6 S.A.                                               40.00
Terminal 6 Industrial S.A.                                    50.00
Guide S.A.                                                    50.00
Distribuidora de Productos del Hogar S.A.                    100.00


                                       2
<PAGE>

                          SUBSIDIARIES OF BUNGE LIMITED


<CAPTION>
COUNTRY OF INCORPORATION/                                  OWNERSHIP
COMPANY NAME                                               PERCENTAGE
------------                                               ----------
<S>                                                          <C>
BRAZIL

Bunge Alimentos S.A.                                          71.10
Fertimport S.A.                                              100.00
Serrana S.A.                                                  83.60
Fosbrasil S.A.                                                31.86
Bunge Investimentos & Consultoria Ltda.                      100.00
Serrana Participacoes S.A.                                    83.60
Bunge Fertilizantes S.A.                                      72.00
Amoniasul Servicos de Refrigeracao Industrial Ltda.           36.00
Fertilizantes Anhanguera Ltda.                                83.60
Santista Industrial Comercial Ltda.                           71.10
Ceval Armazens Gerais Ltda.                                   71.10
Ceval Centro Oeste S.A.                                       65.43
Fertilizantes Ouro Verde S.A.                                 75.86
Fertifos Administracao e Participacao S.A.                    37.89
Fosfertil S.A.                                                21.29
Ultrafertil S.A.                                              21.29
Manah Agropastoril Ltda.                                      72.00
Sucuapara Agropastoril Ltda.                                  72.00
Macra Administracao e Servicos S/C Ltda.                      40.88
Agrisat Solucoes Integradas Ltda.                             36.00
Industria de Fertilizantes de Cubatao Ltda.                   72.00

SINGAPORE / INDONESIA

Bunge Agribusiness Singapore Pte Ltd.                        100.00
PT Bunge Agribusiness Indonesia                               97.00
Bunge Agribusiness Malaysia Sdn. Bhd.                        100.00

CHINA

Bunge International Trading (Shanghai) Co. Ltd.              100.00


                                       3
<PAGE>

                          SUBSIDIARIES OF BUNGE LIMITED


<CAPTION>
COUNTRY OF INCORPORATION/                                  OWNERSHIP
COMPANY NAME                                               PERCENTAGE
------------                                               ----------
<S>                                                          <C>
UNITED KINGDOM

Bunge Corporation Ltd.                                       100.00
Bunge UK Limited                                             100.00

SPAIN

Bunge Iberica S.A.                                            99.90

HOLLAND

Koninklijke Bunge B.V.                                       100.00
Bunge Trade Services B.V.                                    100.00
Europroteol B.V.                                             100.00

SWITZERLAND

Bunge AG                                                     100.00
Bunge Agribusiness S.A.                                      100.00

ITALY

Bunge Global Markets SPA                                     100.00

FRANCE

Bunge France SAS                                              99.99

GERMANY

Bunge Handelsgesellshaft MBH                                 100.00

PORTUGAL

Vip Madeira Representacoes e Comercio Ltda                    71.10
Bunge Iberica Portugal, S.A.                                 100.00

TURKEY

Bunge Gida Ticaret S.A.                                       99.99

DOMINICAN REPUBLIC

Bunge Caribe, S.A.                                            94.40


                                       4
<PAGE>

                          SUBSIDIARIES OF BUNGE LIMITED


<CAPTION>
COUNTRY OF INCORPORATION/                                  OWNERSHIP
COMPANY NAME                                               PERCENTAGE
------------                                               ----------
<S>                                                          <C>
MAURITIUS

Siam Stock Holdings Ltd.                                      28.44

INDIA

Geepee Ceval Proteins & Inv. Ltd.                             28.44
</TABLE>


                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>14
<FILENAME>a2054045zex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>

                                                                    EXHIBIT 23.1


                         [DELOITTE & TOUCHE LETTERHEAD]






              INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES


To the Board of Directors and Stockholder of
Bunge Limited
Bermuda

We consent to the use in this Registration Statement of Bunge Limited on Form
F-1 of our report dated April 2, 2001 (July 12, 2001 as to the effects of the
share exchange and share dividend described in Note 18 and 20) appearing in the
Prospectus, which is part of this Registration Statement, and to reference to us
under the headings "Experts" in such Prospectus.

Our audits of the financial statements referred to in our aforementioned report
also included Schedule II - Valuation and Qualifying Accounts of Bunge Limited,
contained in Item 8. This financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statements taken as a whole, when
considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche

Hamilton, Bermuda
July 12, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>15
<FILENAME>a2054045zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

<PAGE>

                                                                    EXHIBIT 23.2


                      [DELOITTE TOUCHE TOHMATSU LETTERHEAD]



INDEPENDENT AUDITORS' CONSENT



We consent to the use in this Registration Statement of Bunge Limited on Form
F-1 of our report related to Manah S.A. and Subsidiaries dated January 12, 2001,
and our report related to Fertifos Administracao e Participacao S.A. and
Subsidiaries dated January 12, 2001, appearing in the Prospectus, which is a
part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/S/ DELOITTE & TOUCHE TOHMATSU

DELOITTE & TOUCHE TOHMATSU
Auditores, Independentes
Sao Paulo, Brazil
July 12, 2001
</TEXT>
</DOCUMENT>
</SUBMISSION>
