SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this Agreement) is made and entered into as of the Effective Time, by and between Bunge Limited, a Bermuda corporation, (Seller), and Solae Holdings LLC, a Delaware limited liability company (Purchaser).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the LLC Agreement.

RECITALS

WHEREAS, Central Soya, Purchaser and E.I. du Pont de Nemours and Company (DuPont) have entered into that certain Amended and Restated Limited Liability Company Agreement on an even date herewith (the LLC Agreement) which contemplates the transactions to be consummated hereby;

WHEREAS, Seller is the controlling shareholder of Bunge Brasil S.A., a corporation organized under the laws of Brazil and Bunge Brazil S.A. is the sole shareholder of Bunge Alimentos S.A., a corporation organized under the laws of Brazil;

WHEREAS, Bunge Alimentos S.A. currently owns all right, title and interest in and to the Brazilian Assets;

WHEREAS, prior to the Closing, Bunge Alimentos S.A. will contribute the Brazilian Assets to its Wholly Owned Affiliate, Solae do Brasil Ind. Com. Alimentos Ltda., a corporation organized under the laws of Brazil (Solae Brasil);

WHEREAS, prior to the Closing, Bunge Alimentos S.A. will deliver Solae Brasils shares to Bunge Brasil S.A. by way of a capital reduction so that Bunge Brasil S.A. will be the sole shareholder of Solae Brasil;

WHEREAS, prior to the Closing, Seller will cause Bunge Brasil S.A. to spin-off the shares of Solae Brasil into Solae do Brasil Holdings S.A., a to-be formed corporation organized under the laws of Brazil (Solae Brasil Holdings) (the Spin-Off);

WHEREAS, after the Spin-Off and prior to the Closing, Seller will own all right, title and interest in and to the Shares and Solae Brasil Holdings will be the sole shareholder of Solae Brasil;

WHEREAS, at the Closing, Purchaser will purchase from Seller, and Seller will sell to Purchaser, all right, title and interest in and to the Shares.

NOW, THEREFORE, in consideration of the mutual promises and representations, warranties, covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01           Definitions.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Actions is defined in Section 5.01(e).

Adjustment Amount is defined in Section 2.04(a).

Affiliate means, with respect to any Person (i) any Person directly or indirectly controlling, controlled by or under common control with such Person (ii) any officer, director, general partner, member or trustee of such Person or (iii) any Person who is an officer, director, general partner, member or trustee of any Person described in clauses (i) or (ii) of this sentence; provided, however, that for purposes of this Agreement, none of Seller or Central Soya shall be deemed to be an Affiliate of DuPont.  For purposes of this definition, the terms controlling, controlled by or under common control with shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Agreement is defined in the preamble.

Applicable Law means all applicable laws, statutes, treaties, rules, codes,

ordinances, regulations, standards, permits, certificates, orders, interpretations and licenses of any Governmental Authority and judgments, decrees, injunctions, writs, orders or like action of any court, arbitrator or other judicial or quasi-judicial tribunal of competent jurisdiction (including those pertaining to health, safety of the environment or otherwise).

Assumed Liabilities means (a) all debts, liabilities and obligations arising out of the operations of Solae Brasil Holdings and/or Solae Brasil, but only to the extent that any such debt, liability or obligation is for, relates to and arises during time periods after the Closing Date and (b) all debts, liabilities and obligations of Solae Brasil Holdings and/or Solae Brasil existing immediately prior to the Closing and listed as Assumed Liabilities on Schedule 1.01(a).

Audit Statement is defined in Section 2.04(a).

Brazilian Assets is defined in Section 5.01(f)(v).

Central Soya means Central Soya Company, Inc., an Indiana corporation and an indirect subsidiary of Seller.

Claim Notice is defined in Section 8.04.

2

Claims means all rights, claims, credits, causes of action or rights of setoff.

Closing means Sellers sale to Purchaser, and Purchasers purchase from Seller, of the Shares.

Closing Date means date on which the Closing actually takes place.

Damages means any and all liabilities, obligations, losses, direct damages, penalties, fines, assessments (whether criminal or civil), Claims, injuries, suits, judgments, costs, expenses (including without limitation, reasonable legal fees and expenses and costs of litigation), disbursements or demands whatsoever, howsoever arising.

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