Bunge LTD (Form: 8-K, Received: 11/20/2006 17:25:51)

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14 , 2006

BUNGE LIMITED
(Exact name of Registrant as specified in its charter)

Bermuda
(State or other jurisdiction
of incorporation)

001-16625

Commission File Number

98-0231912
(I.R.S. Employer
Identification Number)

50 Main Street
White Plains, New York
(Address of principal executive offices)

10606
(Zip code)

(914) 684-2800

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

On November 20, 2006, Bunge Limited (“Bunge”) completed the sale and issuance (the “Offering”) of 6,000,000 4.875% cumulative convertible perpetual preference shares, par value $0.01 and with a liquidation preference of $100 per share (the “Preference Shares”), pursuant to an underwriting agreement entered into with Credit Suisse Securities (USA) LLC (the “Underwriter”), dated November 14, 2006. Pursuant to the Underwriting Agreement, Bunge has also granted the Underwriter a 30-day option to purchase up to 900,000 additional Preference Shares to cover over-allotments. As of the date hereof, the Underwriter has not exercised this option. The Underwriting Agreement has been filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Offering was made pursuant to a shelf registration statement on Form S-3 (Registration No. 333-138662) filed with the Securities and Exchange Commission. Net proceeds of the Offering were approximately $589.0 million after deducting underwriting commissions and estimated offering expenses. Bunge intends to use the net proceeds to reduce certain indebtedness.

Item 3.03 Material Modifications to Rights of Security Holders

As described in Item 1.01 of this Current Report on 8-K, on November 20, 2006, Bunge completed the sale of the Preference Shares. The following is a summary of certain material terms of the Preference Shares, which are more fully described in the Certificate of Designation for the Preference Shares (the “Certificate of Designation”). The Certificate of Designation has been filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein. The Preference Share Certificate has been filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Conversion . Each Preference Share may be converted at any time, at the option of the holder, into approximately 1.0846 common shares, based on an initial conversion price of $92.20 per common share plus cash in lieu of fractional shares, representing a conversion premium of approximately 40% over the closing price of Bunge’s common shares on November 14, 2006 of $65.86. The initial conversion price is subject to adjustment upon the occurrence of certain events as described in the Certificate of Designation.

Mandatory Conversion . On or after December 1, 2011, if, for 20 trading days within any period of 30 consecutive trading days (including the last trading day of such period), the closing price of Bunge’s common shares exceeds 130% of the then prevailing conversion price of the Preference Shares, Bunge may, at its option, cause all issued and outstanding Preference Shares to be automatically converted into that number of common shares that are issuable at the then prevailing conversion price.

If a fundamental change, as defined in the Certificate of Designation, occurs, Bunge may increase the conversion rate on Preference Shares converted in connection with the fundamental change as described in the Certificate of Designation.

Dividends . Annual dividends of $4.875 per Preference Share are payable quarterly on each March 1, June 1, September 1 and December 1, commencing March 1, 2007, when, as and if declared by Bunge’s board of directors. Dividends may be paid in cash, common shares of Bunge or a combination of cash and common shares. Accumulated dividends on the Preference Shares will not bear interest. If Bunge fails to declare and pay any dividend on the Preference Shares on a timely basis, Bunge shall be required to settle all unpaid dividends on Preference Shares only in common shares, subject to a cash adjustment for fractional common shares and other conditions set forth in the Certificate of Designation.

Liquidation Preference . The Preference Shares have a liquidation preference of $100 per Preference Share, plus, upon voluntary or involuntary liquidation, winding up or dissolution, an amount equal to accumulated and unpaid dividends at such time up to an additional $25 per Preference Share.

Ranking . The Preference Shares rank, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, senior to all our common shares and Series A Preference Shares and to all other shares issued in the future unless the terms of those shares expressly provide that they rank senior to or on a parity with, the Preference Shares; on a parity with any series of shares issued in the future, the terms of which expressly provide that they will rank on a parity with the Preference Shares; and junior to all shares issued in the future, the terms of which expressly provide that such shares will rank senior to the Preference Shares.

Redemption . Bunge does not have the right to redeem the Preference Shares.

Voting Rights . Except as required by Bermuda law and the Certificate of Designation for the Preference Shares and as set out in Bunge’s bye-laws, the holders of the Preference Shares generally have no voting rights unless dividends payable on the Preference Shares are in arrears for six or more quarterly periods. In that event, the holders of the Preference Shares, voting as a single class with any other preference shares having similar voting rights will be entitled at the next annual general meeting or special general meeting of Bunge’s shareholders to elect two directors. These voting rights and the terms of the directors so elected, subject to Bunge’s bye-laws and Bermuda law, will continue until such time as the dividend arrearage on the Preference Shares has been paid in full.

Item 9.01 Financial Statements and Exhibits

(a) None

(b) None

Exhibit No.		Description
1.1		Underwriting Agreement between Bunge Limited and Credit Suisse Securities (USA) LLC, dated November 14, 2006

4.2		Preference Share Certificate

4.3		Certificate of Designation for Preference Shares

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 20, 2006

	BUNGE LIMITED

	By:	/s/ CARLA L. HEISS
		Name: Carla L. Heiss
		Title: Assistant General Counsel

EXHIBITS

Exhibit No.		Description
1.1		Underwriting Agreement between Bunge Limited and Credit Suisse Securities (USA) LLC, dated November 14, 2006

4.2		Preference Share Certificate

4.3		Certificate of Designation for Preference Shares

Exhibit 1.1

EXECUTION COPY

6,000,000 Shares

BUNGE LIMITED
(a Bermuda Company)

4.875% CUMULATIVE CONVERTIBLE PERPETUAL PREFERENCE SHARES,
PAR VALUE $.01 PER SHARE

UNDERWRITING AGREEMENT

November 14, 2006

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010

Dear Sirs and Mesdames:

Bunge Limited, a Bermuda company (the “ Company ”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (the “ Underwriter ”) 6,000,000 shares of its 4.875% Cumulative Convertible Perpetual Preference Shares, par value $.01 per share and $100 liquidation preference per share (the “ Cumulative Convertible Perpetual Preference Shares ” or “ Firm Shares ”), which shall have the rights, powers and preferences set forth in the Certificate of Designation (the “ Certificate of Designation ”).

The Company also proposes to issue and sell to the Underwriter not more than an additional 900,000 Cumulative Convertible Perpetual Preference Shares, (the “ Additional Shares ”) solely to cover over-allotments if and to the extent that you shall have determined to exercise the right to purchase such shares granted to you in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “ Shares. ” The Shares will be convertible, pursuant to the terms of the Shares, as set forth in the Certificate of Designation, into common shares of the Company, par value $.01 per share (the “ Common Shares ”) at an initial conversion rate of 1.0846.

For purposes of this Agreement:

“ 430B Information ” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or then deemed to be a part of the Registration Statement pursuant to Rule 430B(f).

“ 430C Information ” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.

“ Act ” means the Securities Act of 1933, as amended.

“ Applicable Time ” means 5:00 pm (Eastern time) on the date of this Agreement.

“ Closing Date ” has the meaning defined in Section 4 hereof.

“ Commission ” means the Securities and Exchange Commission.

“ Effective Time ” of the Registration Statement relating to the Shares means the date and time as of which the Registration Statement became effective upon filing pursuant to Rule 462(e).

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Prospectus ” means the Statutory Prospectus or “final prospectus supplement” that discloses the public offering price, other 430B Information and other final terms of the Shares and otherwise satisfies Section 10(a) of the Act.

“ General Use Issuer Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule I to this Agreement.

“ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Shares in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“ Limited Use Issuer Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

“ Rules and Regulations ” means the rules and regulations of the Commission.

“ Statutory Prospectus ” with reference to any particular time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including all 430B Information and all 430C Information with respect to the Registration Statement. For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively.

“ Underlying Shares ” shall mean the Common Shares initially issuable upon conversion of the Shares.

Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

1. Representations and Warranties of the Company . The Company represents and warrants to and agrees with the Underwriter that:

(a) The Company has filed with the Commission a registration statement on Form S-3 (No. 333-138662), including a related prospectus or prospectuses, covering the registration of the Shares under the Act, which has become effective. “ Registration Statement ” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “ Registration Statement ” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.

(b) (i) (A) At the time the Registration Statement initially became effective, (B) at the Applicable Time relating to the Shares and (C) on the Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on its date, (B) at the time of filing the Prospectus pursuant to Rule 424(b) and (C) on the Closing Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by the Underwriter specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof.

(c) (i) (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405, and the Company was not and is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433; (ii) The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405; (iii) The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to use of the automatic shelf registration statement form; and (iv) the Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) and otherwise in accordance with Rules 456(b) and 457(r).

(d) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the preliminary prospectus supplement, dated November 14, 2006 including the base prospectus, dated November 13, 2006 (the “ Preliminary Prospectus Supplement ”), and the other information, if any, stated in Schedule I to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “ General Disclosure Package ”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to

state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Preliminary Prospectus Supplement, any Issuer Free Writing Prospectus or any other information stated in Schedule I to this Agreement in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(e) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(f) The Company has been duly incorporated, is validly existing as a company in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, to own its property and to conduct its business as described in the General Disclosure Package and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(g) Each significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X, a “ Significant Subsidiary ”) of the Company has been duly incorporated, is validly existing as a company and, if applicable, is in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct

its business as described in the General Disclosure Package and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as described in the General Disclosure Package and to the extent disclosed in the General Disclosure Package, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. As of September 30, 2006, the Significant Subsidiaries of the Company consist of Bunge Fertilizantes S.A., Bunge Alimentos S.A., Bunge N.A. Holdings, Inc., Fertilizantes Fosfatados S.A.-Fosfertil, Bunge Argentina S.A. and Koninklijke Bunge B.V.

(h) This Agreement has been duly authorized, executed and delivered by the Company.

(i) The authorized share capital of the Company conforms as to legal matters in all material respects to the description thereof contained in each of the General Disclosure Package and the Prospectus.

(j) The Common Shares issued and outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable. The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement and as contemplated by the Certificate of Designation, will be validly issued, fully paid and non-assessable, the issuance of such Shares will not be subject to any preemptive or similar rights and the Shares will be convertible at the option of the holder thereof into Common Shares in accordance with the terms of the Certificate of Designation.

(k) The Underlying Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Certificate of Designation, will be validly issued, fully paid and non-assessable, and the issuance of such Underlying Shares will not be subject to any preemptive or similar rights.

(l) The Certificate of Designation has been or will be duly authorized by the Company on or before the Closing Date. The Certificate of Designation conforms in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus.

(m) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and

the authorization of the Certificate of Designation, will not contravene any provision of applicable law or the Memorandum of Association or Bye-Laws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement and its authorization of the Certificate of Designation, except such as have already been obtained or filings to be made in Bermuda prior to the Closing Date or as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares.

(n) The consolidated financial statements of the Company and the related notes thereto included and incorporated by reference in each of the General Disclosure Package and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company as of the dates indicated and its consolidated results of operations and cash flows for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“ U.S. GAAP ”) applied on a consistent basis throughout the periods covered thereby; and the other financial information relating to the Company and its Significant Subsidiaries included or incorporated by reference in each of the General Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its Significant Subsidiaries and presents fairly, in all material respects, the information shown thereby.

(o) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package.

(p) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

(q) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(r) The documents incorporated by reference in the Registration Statement, when filed with the Commission, conformed or will conform, as the case may be, in all material respects with the requirements of the Exchange Act and did not and will not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(s) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(t) The Company does not believe that it is currently a “passive foreign investment company” as defined in Section 1296 of the Internal Revenue Code, as amended, and the Treasury Regulations promulgated thereunder.

(u) Except as described in each of the General Disclosure Package and the Prospectus, the Company and its Significant Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except in any such case for any failure to comply or violations, or failure to receive required permits, licenses or other approvals as would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(v) To the knowledge of the Company, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(w) Except as described in each of the General Disclosure Package and the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement.

(x) Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction not in the ordinary course of business; (ii) the Company has not purchased any of its issued and outstanding Common Shares, nor declared, paid or otherwise made any dividend or distribution of any kind on its share capital other than ordinary and customary dividends; and (iii) there has not been any material change in the share capital, short-term debt or long-term debt of the Company and its subsidiaries, except in each case as described in the General Disclosure Package and the Prospectus.

(y) The Company and its Significant Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the General Disclosure Package and the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its Significant Subsidiaries; any real property and buildings held under lease by the Company and its Significant Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Significant Subsidiaries, in each case except as described in the General Disclosure Package and the Prospectus.

(z) The Company and its Significant Subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding,

would have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(aa) No material labor dispute with the employees of the Company or any of its Significant Subsidiaries exists, or, to the knowledge of the Company, is imminent, except as described in the General Disclosure Package and the Prospectus; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that could have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(bb) The Company and each of its Significant Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its Significant Subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its Significant Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the General Disclosure Package and the Prospectus.

(cc) The Company and its Significant Subsidiaries possess all licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and none of the Company nor any of its Significant Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the General Disclosure Package and the Prospectus.

(dd) The Company and each of its Significant Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(ee) Deloitte & Touche LLP, who have certified certain consolidated financial statements of the Company, are independent public accountants with respect to the Company and its subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and its interpretations and rulings thereunder.

2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the Underwriter, and the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from the Company the Firm Shares at $98.25 per Share (the “ Purchase Price ”).

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriter the Additional Shares, and the Underwriter shall have the right to purchase up to 900,000 Additional Shares at the Purchase Price. If the Underwriter elects to exercise such option, you shall so notify the Company in writing not later than 30 days after the date of this Agreement, which notice shall specify the number of Additional Shares to be purchased by the Underwriter and the date on which such shares are to be purchased. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.

The Company hereby agrees that, without the prior written consent of the Underwriter, it will not, during the period ending 90 days after the date of the Prospectus, (i) 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 Shares or Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or (ii) 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 Shares or Common Shares, whether any such transaction described in clause (i) and (ii) above is to be settled by issue or delivery of the Shares or Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance of the Common Shares (1) pursuant to the terms of the Shares, (2) upon the exercise of an option or warrant outstanding on the date hereof, (3) upon the conversion of a security outstanding on the date hereof and (4) upon the vesting and settlement of restricted stock units outstanding on the date hereof, (C) issuances of stock options, restricted stock or other awards granted pursuant to the Company’s equity incentive plan, non-employee directors’ equity incentive plan or non-employee directors’ deferred compensation plan; provided that such awards do not have a vesting date that is within such 90-day period, (D) issuances by the Company of Shares or Common Shares in connection

with the merger or amalgamation with, or acquisition of another corporation or entity or the acquisition of the assets or properties of any such corporation or entity and the related entry into a merger, amalgamation or acquisition agreement with respect to such merger, amalgamation or acquisition, so long as each of the recipients of such Shares or Common Shares agrees in writing prior to the consummation of any such transaction, pursuant to an instrument in form and substance reasonably satisfactory to the Underwriter, to be bound by the provisions of this paragraph for the remainder of such 90-day period as if such recipients were the Company, and the public announcements and related filings of registration statements with respect to any such issuances; provided that if the Company is unable to obtain signed, written lock-up agreements from the recipients of the Shares or Common Shares in connection with a merger, amalgamation or acquisition as described in clause (D) of this paragraph, then only the entry into the merger, amalgamation or acquisition agreement, the public announcement of such transaction and the related filing of a registration statement shall be permitted and not the related issuance of the Shares or Common Shares or (E) the filing of a registration statement or prospectus for, and the facilitation of the resale of, Common Shares of certain shareholders of the Company pursuant to rights granted to shareholders under a registration rights agreement as described in the Registration Statement.

3. Terms of Public Offering . The Company is advised by you that you propose to make a public offering of the Shares as soon after this Agreement has become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $100 a share (the “ Public Offering Price ”) and to certain dealers selected by you at a price that represents a concession not in excess of $1.05 a share under the Public Offering Price.

4. Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the account of the Underwriter at 10:00 a.m., New York City time, on November 20, 2006, or at such other time on the same or such other date, not later than November 27, 2006, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “ Closing Date .”

Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the account of the Underwriter at 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than December 19, 2006, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “ Option Closing Date .”

Certificates for the Firm Shares and Additional Shares shall be in definitive form and registered in such names and in such denominations as you

shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and Additional Shares shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, for the account of the Underwriter, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriter duly paid, against payment of the Purchase Price therefor.

5. Conditions to the Underwriter’s Obligations . The obligations of the Underwriter are subject to the following conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the General Disclosure Package.

(b) The Underwriter shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c) The Underwriter shall have received on the Closing Date an opinion of Conyers Dill & Pearman, special Bermuda counsel for the Company, dated the Closing Date, in substantially the form attached hereto as Exhibit C.

(d) The Underwriter shall have received on the Closing Date an opinion of Shearman & Sterling LLP, special U.S. counsel for the Company, dated the Closing Date, in substantially the form attached hereto as Exhibit D.

(e) The Underwriter shall have received on the Closing Date opinions of Jorge Luis Frias, General Counsel for the Company, dated the Closing Date, in substantially the form attached hereto as Exhibit E.

(f) The Underwriter shall have received on the Closing Date an opinion of Davis Polk & Wardwell, counsel for the Underwriter, dated the Closing Date, with respect to this Agreement, the General Disclosure Package and the Prospectus.

Shearman & Sterling LLP and Davis Polk & Wardwell may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified.

The opinions of Conyers Dill & Pearman, Shearman & Sterling LLP and Jorge Luis Frias as described in Sections 5(c), (d), and (e) above, shall each be rendered to the Underwriter at the request of the Company and shall so state therein.

(g) The Underwriter shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriter, from Deloitte & Touche, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(h) The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain officers and directors of the Company relating to sales and certain other dispositions of Common Shares or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.

The obligations of the Underwriter to purchase Additional Shares hereunder are subject to the delivery to you on the Option Closing Date of such documents as you may reasonably request with respect to the good standing of the

Company, the due authorization and issuance of the Additional Shares and other matters related to the issuance of the Additional Shares.

6. Covenants of the Company . In further consideration of the agreements of the Underwriter herein contained, the Company covenants with the Underwriter as follows:

(a) The Company has filed or will file each Statutory Prospectus (including the Prospectus) pursuant to and in accordance with Rule 424(b). The Company has complied and will comply with Rule 433.

(b) The Company will promptly advise the Underwriter of any proposal to amend or supplement the Registration Statement or any Statutory Prospectus at any time and will offer the Underwriter a reasonable opportunity to comment on any such amendment or supplement; and the Company will also advise the Underwriter promptly of (i) the filing of any such amendment or supplement, (ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory Prospectus or for any additional information, (iii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares in any jurisdiction or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof.

(c) Upon request, to furnish to the Underwriter, without charge, a signed copy of the Registration Statement (including exhibits thereto) and to furnish to the Underwriter in New York City, without charge, promptly following the date of this Agreement, as many copies of the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Underwriter may reasonably request.

(d) To furnish to the Underwriter a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

(e) Not to take any action that would result in the Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(f) If the General Disclosure Package is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the General Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if, in the reasonable opinion of counsel for the Underwriter, it is necessary to amend or supplement the General Disclosure Package to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriter and to any dealer upon request, either amendments or supplements to the General Disclosure Package so that the statements in the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances under which they were made when delivered to a prospective purchaser, be misleading or so that the General Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the General Disclosure Package, as amended or supplemented, will comply with applicable law.

(g) If, during such period after the first date of the public offering of the Shares as in the reasonable opinion of counsel for the Underwriter the Prospectus (or in lieu thereof the notice referred to in rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriter, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriter and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriter and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(h) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.

(i) To make generally available to the Company’s shareholders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all reasonable expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Shares (within the time required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriter and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriter, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriter in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriter incurred in connection with the review and qualification of the offering of the Shares by the National Association of Securities Dealers, Inc., (v) the cost of printing certificates representing the Shares, (vi) the costs and charges of any transfer agent, custodian, registrar or depositary, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants

engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, and (viii) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 7 entitled “Indemnity and Contribution”, and the last paragraph of Section 9 below, the Underwriter will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

(k) The Company represents and agrees that, unless it obtains the prior consent of the Underwriter, and the Underwriter agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Underwriter, including those identified on Schedule I hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

(l) To prepare a final term sheet relating to the offering of the Shares, containing information that describes the final terms of the Shares and any other information agreed to by the Company and the Underwriter and substantially in the form of Exhibit B hereto, and will file such final term sheet within the period required by Rule 433(d)(5)(ii). Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Company also consents to the use by the Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Shares or their offering or (y) information that describes the final terms of the Shares or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

7. Indemnity and Contribution.

(a) The Company agrees to indemnify and hold harmless the Underwriter and each person, if any, who controls the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Underwriter furnished to the Company in writing by you expressly for use therein.

(b) The Underwriter agrees to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Underwriter, but only with reference to information relating to the Underwriter furnished to the Company in writing by you expressly for use in the Registration Statement, any preliminary prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the eleventh and twelfth paragraphs under the caption “Underwriting”.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b) such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity may be sought (the “ indemnifying party ”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the

indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any 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 indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Underwriter and all persons, if any, who control the Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section. In the case of any such separate firm for the Underwriter and such control persons of the Underwriter, such firm shall be designated in writing by you. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d) To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and

the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriter on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriter, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Company on the one hand and the Underwriter on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriter and such parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Company and the Underwriter agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, 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 Section 7, the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Underwriter or any person controlling the Underwriter, or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.

8. Termination . This Agreement shall be subject to termination by notice given by you to the Company, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the events specified in clauses 8(a)(i) through 8(a)(iv), such event, singly or together with any other such event, makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the General Disclosure Package or the Prospectus.

9. Effectiveness . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriter for all out-of-pocket expenses (including the reasonable fees and disbursements of its counsel) reasonably incurred by the Underwriter in connection with this Agreement or the offering contemplated hereunder.

10. Submission to Jurisdiction; Appointment of Agent for Service. The Company irrevocably agrees that any legal suit, action or proceeding brought by the Underwriter or by any person who controls the Underwriter arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court

in any such suit, action or proceeding. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property in respect of its obligations under this Agreement, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

The Company (i) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at 50 Main Street, White Plains, New York 10606 (together with any successor, the “ Company’s Authorized Agent ”), as its agent upon which process may be served in any suit, action or proceeding described in the first sentence of this Section 10 and represents and warrants that the Company’s Authorized Agent has accepted such designation and (ii) agrees that service of process upon the Company’s Authorized Agent and written notice of said service to the Company mailed or delivered to its Secretary at its registered office at 2 Church Street, Hamilton, Bermuda, shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Company’s Authorized Agent in full force and effect so long as any of the Shares shall be issued and outstanding.

11. Entire Agreement . (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Underwriter with respect to the preparation of any preliminary prospectus, the General Disclosure Package, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

(b) The Company acknowledges that, solely in connection with the offering of the Shares, the Underwriter (i) has acted at arms’ length, is not an agent of, and owes no fiduciary duties to, the Company or any other person, (ii) owes the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) may have interests that differ from those of the Company. The Company waives, to the full extent permitted by applicable law, any claims it may have against the Underwriter arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

12. Counterparts . This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

13. Applicable Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

14. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

15. Judgment Currency . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Underwriter could purchase United States dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the Company with respect to any sum due from it to the Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, be discharged only if and to the extent that on the first business day following receipt by the Underwriter of any sum adjudged to be so due in such other currency, the Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars so purchased are less than the sum originally due to the Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Underwriter or controlling person against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriter or controlling person hereunder, the Underwriter or controlling person agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriter or controlling person hereunder.

16. Taxes. All payments to be made by the Company under this Agreement shall be paid free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, imposed by Bermuda or Argentina, Brazil or by any department, agency or other political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (collectively, “ Taxes ”). If any Taxes are required by law to be deducted or withheld in connection with such payments, the Company will increase the amount paid so that the full amount of such payment is received by the Underwriter.

		Very truly yours,

		BUNGE LIMITED


	By:
		Name:
		Title:

	By:
		Name:
		Title:

Accepted as of the date hereof

CREDIT SUISSE SECURITIES (USA) LLC

By:
		Name:
		Title:

SCHEDULE I

General Use Free Writing Prospectuses (included in the General Disclosure Package)

“General Use Issuer Free Writing Prospectus” includes each of the following documents:

1. Final term sheet, dated November 14, 2006, a copy of which is attached to this Schedule I.

2. Press release, dated November 13, 2006 (as filed on November 14, 2006), announcing the offering of Cumulative Convertible Perpetual Preference Shares.

3. Roadshow presentation.

EXHIBIT A

FORM OF LOCK-UP LETTER

Bunge Limited

50 Main Street

White Plains, New York 10606

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue

New York, NY 10010

Dear Sirs:

As an inducement to Credit Suisse Securities (USA) LLC (the “ Underwriter ”) to execute the Underwriting Agreement, pursuant to which an offering will be made of Cumulative Convertible Perpetual Preference Shares (the “ Shares ”) that are convertible into Common Shares (as defined below) of Bunge Limited, (the “ Company ”), the undersigned hereby agrees that from the date hereof and until 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “ Public Offering Date ”) pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Shares or common shares of the Company, par value $.01 per share (the “ Common Shares ”) or securities convertible into or exchangeable or exercisable for any Common Shares, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares or Common Shares, whether any such aforementioned transaction is to be settled by delivery of the Shares or Common Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Underwriter. In addition, the undersigned agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending 90 days after the Public Offering Date, make any demand for or exercise any right with respect to, the registration of any Shares or Common Shares or any security convertible into or exercisable or exchangeable for the Common Shares.

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The following shall not be subject to this agreement: (a) transactions relating to the Shares or Common Shares or other securities acquired in open market transactions after the Public Offering Date, (b) the cashless exercise of an option outstanding as of the date hereof, (c) transfers of Shares or Common Shares by gift, will or intestacy, including, without limitation transfers to a Privileged Relation (as defined below) of the undersigned or to a settlement or trust established under the laws of any country, (d) transfers to affiliates (as defined in Regulation C under the Securities Act of 1933, as amended) of the undersigned, (e) transfers as a distribution to limited partners, members or shareholders of the undersigned, and, in the case of a settlement or trust, to the beneficiaries thereof, (f) transfers occurring by operation of law, (g) pledges of Shares or Common Shares to a bank or other financial institution or (h) transfers of Shares or Common Shares, that together with any other such transfers by the undersigned pursuant to this clause (h) do not exceed 25,000 Shares or Common Shares in the aggregate, provided that the Underwriter receives one day’s notice for any transfer pursuant to this clause (h); provided , further , that any transferee or pledgee pursuant to clauses (c) through (g) of this sentence (i) shall, prior to such transfer, execute a lock-up agreement in substantially the form hereof covering the remainder of the 90-day period referred to herein and (ii) no filing by any party, including any donor, donee, transferor or transferee, under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or pledge, other than a filing on a Form 5. For purposes of this Agreement, “Privileged Relation” in relation to an individual means his or her spouse and any relative of such individual with a common ancestor up to the fourth degree (including adopted children who have been adopted as a minor and step-children who have acquired that relationship with such individual or with any such relative as a minor) and any spouse of any such relative.

Any Common Shares received upon exercise of options granted to the undersigned will also be subject to this Agreement.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Shares or Common Shares if such transfer would constitute a violation or breach of this Agreement.

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This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before November 30, 2006 or the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares.

	Very truly yours,


	Name


	Address

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EXHIBIT B

FORM OF TERM SHEET

Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. 333-138662
Issuer Free Writing Prospectus, dated November 14, 2006

This Free Writing Prospectus relates only to the Convertible Preference Shares of Bunge Limited and should only be read together with the Preliminary Prospectus Supplement dated November 14, 2006 relating to the Convertible Preference Shares.

BUNGE LIMITED

[6,000,000] Shares

[ · ]% Cumulative Convertible Perpetual Preference Shares
(Liquidation Preference $100 per share)

Defined terms used herein, but not otherwise defined, shall have the meanings assigned to them in the Preliminary Prospectus Supplement dated November 14, 2006. See the “Description of Convertible Preference Shares” in the Preliminary Prospectus Supplement relating to this offering of Convertible Preference Shares.

Convertible Preference Shares Issued:		[6,000,000]

Over-Allotment Option:		[900,000]

Dividends:		Annual dividends of $ [ · ] per
		Convertible Preference Share
		cumulative from November [ · ] , 2006

Dividend Payment Dates:		March 1, June 1, September 1 and
		December 1, beginning March 1, 2007

Initial Conversion Price:		$ [ · ] per Convertible Preference Share

Initial Conversion Rate:		[ · ] common shares per Convertible Preference Share

Trade Date:		November 14, 2006

Settlement Date:		November [ · ] , 2006

CUSIP:		[ · ]

Adjustment of Conversion Rate
upon a Fundamental Change:		The following table sets forth the Share Price, Effective Date and the increase in the conversion rate, expressed as a number of additional common shares to be received for each Convertible Preference Share upon a conversion in connection with a Fundamental Change.

B- 1

Additional Common Shares

Effective Date
December 1,

Share Price

2006

2007

2008

2009

2010

2011

Thereafter

(1) The Share Prices set forth in the table will be adjusted as of any date on which the Conversion Price is adjusted. The adjusted Share Prices will equal the Share Prices applicable immediately prior to the adjustment multiplied by a fraction, the numerator of which is the Conversion Price as so adjusted and the denominator of which is the Conversion Price immediately prior to the adjustment to the Conversion Price. In addition, the number of additional shares in the table will be subject to adjustment in a manner corresponding to the adjustments made in the Conversion Price.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and accompanying prospectus related to that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Credit Suisse Securities (USA) LLC will arrange to send you the prospectus supplement and the accompanying prospectus if you request it by calling toll free 1-800-221-1037.

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EXHIBIT C

FORM OF OPINION OF BERMUDA COUNSEL TO THE COMPANY

1. The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

2. The Company has the necessary corporate power and authority to execute, deliver and perform its obligations under the Underwriting Agreement and the necessary corporate power to conduct its business as described under the captions “Bunge Limited” in the Base Prospectus, the Preliminary Prospectus Supplement and the Final Prospectus Supplement. The execution and delivery of the Underwriting Agreement by the Company and the performance by the Company of its obligations thereunder will not violate the memorandum of association or bye laws of the Company nor any applicable law, regulation, order or decree in Bermuda.

3. The Company has taken all corporate action required to authorise the Certificate, its execution and filing of the Registration Statement and its execution, delivery and performance of the Underwriting Agreement. The Registration Statement has been duly executed by or on behalf of the Company. The Underwriting Agreement has been duly executed and delivered by or on behalf of the Company, and constitutes the valid and binding obligations of the Company, enforceable against the Company in accordance with the terms thereof.

4. No order, consent, approval, licence, authorisation or validation of, filing with or exemption by any government or public body or authority of Bermuda or any sub division thereof is required to authorise or is required in connection with the Certificate or the execution, delivery, performance and enforcement of the Underwriting Agreement, except such as have been duly obtained or filed in accordance with Bermuda law.

5. It is not necessary or desirable to ensure the enforceability in Bermuda of the Underwriting Agreement that it be registered in any register kept by, or filed with, any governmental authority or regulatory body in Bermuda.

6. Based solely upon a search of the Cause Book of the Supreme Court of Bermuda conducted at [ ] on • November 2006 (which would not reveal details of proceedings which have been filed but not actually entered in the Cause

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Book at the time of such search), there are no judgments against the Company, nor any legal or governmental proceedings pending in Bermuda to which the Company is subject.

7. The authorised capital of the Company conforms, as to legal matters, to the description thereof contained in each of the Preliminary Prospectus Supplement and the Prospectus in all material respects.

8. Based solely upon a review of the register of members of the Company dated as of • November 2006, prepared by Mellon Investor Services LLC, the branch registrar of the Company, the issued share capital of the Company consists of • common shares, par value US$0.01 each, each of which is validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof). When issued and paid for in accordance with the Underwriting Agreement, the Shares to be sold by the Company will be validly issued, fully paid and non-assessable and will not be subject to any statutory pre-emptive or similar rights. When issued upon conversion of the Shares as contemplated by the Certificate, the Common Shares will be validly issued, fully paid and non-assessable and will not be subject to any statutory pre-emptive or similar rights.

9. The statements contained in: (i) the Base Prospectus under the captions “Risk Factors — We are a Bermuda company, and it may be difficult for you to enforce judgements against us and our directors and executive officers” and “Description of Share Capital”; (ii) each of the Preliminary Prospectus Supplement and the Final Prospectus Supplement under the captions “Risk Factors — Risks Related to Our Convertible Preference Shares”, “Description of Convertible Preference Shares” and “Certain Tax Considerations — Bermuda Tax Considerations”, and (iii) the Company’s Annual Report on Form 10-K for the fiscal year ended 31 December 2005 under the caption “Risk Factors — We are a Bermuda company, and it may be difficult for you to enforce judgements against us and our directors and executive officers” to the extent they constitute statements of Bermuda law, are accurate in all material respects.

10. The execution and delivery of the Rights Agreement and the issuance of the rights thereunder have been validly authorised by all necessary corporate action on the part of the Company.

11. The Underwriting Agreement will not be subject to ad valorem stamp duty in Bermuda and no registration, documentary, recording, transfer or other similar tax, fee or charge is payable in Bermuda in connection with the execution, delivery, filing, registration or performance of the Underwriting Agreement.

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12. There is no income or other tax of Bermuda imposed by withholding or otherwise on any dividend or distribution to be made by the Company to the holders of the Shares.

13. The Company has received an assurance from the Ministry of Finance in Bermuda that in the event of there being enacted in Bermuda any legislation imposing 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, then the imposition of any such tax shall not be applicable to the Company or any of its operations or its shares, debentures or other obligations (subject to the proviso expressed in such assurance as described in the Prospectus).

14. The choice of the Foreign Laws as the governing law of the Underwriting Agreement is a valid choice of law and would be recognised and given effect to in any action brought before a court of competent jurisdiction in Bermuda, except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of Bermuda. The submission in the Underwriting Agreement to the non-exclusive jurisdiction of the Foreign Courts and the appointment of its Chief Financial Officer from time to time by the Company as its agent for service of legal process in connection with proceedings in the Foreign Courts pursuant to the Underwriting Agreement, is valid and binding upon the Company.

15. The courts of Bermuda would recognise as a valid judgment, a final and conclusive judgment in personam obtained in the Foreign Courts against the Company based upon the Underwriting Agreement under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of Bermuda, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of Bermuda, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda and (f) there is due compliance with the correct procedures under the laws of Bermuda.

16. The Company is not entitled to any immunity under the laws of Bermuda, whether characterised as sovereign immunity or otherwise, from any legal proceedings to enforce the Underwriting Agreement in respect of itself or its property.

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17. The Company has been designated as non resident of Bermuda for the purposes of the Exchange Control Act, 1972 and, as such, is free to acquire, hold, transfer and sell foreign currency (including the payment of dividends or other distributions) and securities without restriction.

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EXHIBIT D

FORM OF OPINION OF U.S. COUNSEL TO THE COMPANY

1. The Agreement has been duly executed and delivered by the Company (to the extent execution and delivery are governed by the laws of the State of New York).

2. The execution and delivery by the Company of the Agreement does not, and the performance by the Company of its obligations thereunder will not(A) result in the violation of Generally Applicable Law or (B) any agreement or other instrument that is listed as an exhibit to the Registration Statement that is governed by the laws of the State of New York binding upon the Company or any of its subsidiaries.

3. No authorization, approval or the action by, and no action to or filing with, any United States federal or State of New York governmental authority or regulatory body is required for the performance by the Company of its obligations under the Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares by the Underwriters (as to which such counsel expresses no opinion).

4. The Company is not, and after the issuance of the Shares and the use of the proceeds therefrom as contemplated in the Prospectus will not be, required to register as an investment company under the Investment Company Act of 1940, as amended.

5. Under the laws of the State of New York relating to the submission to personal jurisdiction, the Company has, pursuant to the Agreement, validly and irrevocably submitted to the personal jurisdiction of any New York state court or U.S. federal court sitting in the Borough of Manhattan, New York City, and any appellate court thereof, in any suit, action or proceeding arising out of or relating to the Agreement and validly and irrevocably waived any objection to the venue of a proceeding in any such court, and has validly appointed the authorized agent named in the Agreement for the purposes described therein, and service of process effected in the manner set forth in the Agreement will be effective to confer valid personal jurisdiction over the Company.

6. The statements in the Prospectus under the caption “Certain Tax Considerations — United States Federal Income Tax Considerations”, insofar as such statements constitute summaries of legal matters referred to therein, fairly summarize in all material respects the legal matters referred to therein.

D- 1

Each of the documents incorporated by reference in the Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel expresses no opinion), at the time it was filed with the Commission, appears on its face to have been appropriately responsive in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations of the Commission thereunder, and (b) each of the Registration Statement and the Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel expresses no opinion) appears on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

No facts came to our attention which gave us reason to believe that (i) the Registration Statement (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), at the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Preliminary Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment) and the information set forth in the schedule attached hereto taken together, at the Applicable Time or on the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom, as to which such counsel has not been requested to comment), as of the date of the Prospectus or the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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EXHIBIT E

FORM OF OPINION OF GENERAL COUNSEL TO THE COMPANY

1. Each subsidiary of the Company listed in Annex A to this opinion (each, a “Significant Subsidiary”) has been duly incorporated, is validly existing as a corporation or company, and, if applicable, is in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own its property and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or company to transact business and, if applicable, is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole;

2. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued shares of capital stock of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;

3. To the best of my knowledge, none of the Company’s Significant Subsidiaries is presently (a) in violation of its charter or by-laws, except where the violation would not have a material adverse effect on such Significant Subsidiary, or is (b) in breach of any applicable statute, rule or regulation known to me, or to my knowledge, any order, writ or decree of any court or governmental agency or body having jurisdiction over such subsidiaries or over any of their properties or operations, except where the breach would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. The execution and delivery by the Company of, the performance of its obligations under and the consummation of the transactions contemplated by the Underwriting Agreement will not (x) result in any violation of its memorandum of association or bye-laws, (y) conflict with or result in a breach or violation of, or constitute a default under, any agreement, indenture, mortgage, deed of trust, loan agreement or other instrument binding upon the Company that is material to the Company or (z) result in the violation of any law or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any of its Significant Subsidiaries, except, in the case of (y) and (z), for such conflicts, breaches or violations, as the case may be, that would not have a material adverse effect on the Company and its subsidiaries taken as a whole;

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4. To the best of my knowledge, (a) there are no legal or governmental proceedings pending or threatened to which the Company or any of the Company’s Significant Subsidiaries is a party or to which any of the properties of the Company or the Company’s Significant Subsidiaries is subject that are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus and are not so described, and (b) there are no statutes or regulations, contracts or other documents that are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus that are not described as required;

5. Except as described in or incorporated by reference into the General Disclosure Package and the Prospectus, the Company’s Significant Subsidiaries (a) are in compliance with any and all applicable Environmental Laws, (b) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (c) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not reasonably be expected, singly or in the aggregate, to have a material adverse effect on the Company and its subsidiaries, taken as a whole; and

6. The statements contained (a) under the captions “Item 1. Business—Government Regulation”, “Item 1. Business—Environmental Matters”, “Item 3. Legal Proceedings”, and Item 13. “Certain Relationships and Related Party Transactions (which incorporates by reference information contained in the Company’s Definitive Proxy Statement on Schedule 14A for the 2006 Annual General Meeting of Shareholders, filed with the Commission on April 14, 2006, under the caption “Certain Relationships and Related Party Transactions”) in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated by reference in the General Disclosure Package and Prospectus, as updated, revised or amended by statements contained in or incorporated by reference in the General Disclosure Package and the Prospectus, and (b) under the caption “Part II—Other Information—Item 1. Legal Proceedings” in the Company’s Quarterly Report on Form 10-Q for the three-month period ended September 30, 2006 incorporated by reference in the General Disclosure Package and the Prospectus, as updated, revised or amended by statements contained in or incorporated by reference in the General Disclosure Package and the Prospectus, in each of (a) and (b) to the extent such statements constitute matters of law, summaries of legal matters, legal proceedings or legal conclusions, have been reviewed by me and fairly summarize the matters referred to therein in all material respects.

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Exhibit 4.2

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OF PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE& CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE& CO. HAS AN INTEREST HEREIN.

Certificate Number		Number of Cumulative Convertible Perpetual Preference Shares
1		6,000,000

CUSIP NO.: G16962204

4.875% Cumulative Convertible Perpetual Preference Shares
(liquidation preference US$ 100.00 per Cumulative
Convertible Perpetual Preference Share)
of
Bunge Limited

Bunge Limited, a limited liability company formed under the laws of Bermuda (the “ Company ”), hereby certifies that CEDE& CO. (the “ Holder ”) is the registered owner of 6,000,000 fully paid and non-assessable preference shares of the Company designated the 4.875% Cumulative Convertible Perpetual Preference Shares (liquidation preference US$ 100.00 per Convertible Preference Share) (the “ Convertible Preference Shares ”). The Convertible Preference Shares are transferable on the register of members of the Company by the Transfer Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Convertible Preference Shares represented hereby are set forth in and such shares shall in all respects be subject to the provisions of the Certificate of Designation authorized on November 13, 2006, as the same may be amended from time to time (the “ Certificate of Designation ”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Convertible Preference Shares set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and by the memorandum of association and bye-laws of the Company and is entitled to the benefits thereunder.

Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, these Convertible Preference Shares shall not be entitled to any

benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has executed this certificate this twentieth day of November, 2006.

		BUNGE LIMITED


		By:
			Name: William Wells
			Title: Chief Financial Officer


		By:
			Name: Morris Kalef
			Title: Treasurer

TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION

These are the Convertible Preference Shares referred to in the within-mentioned Certificate of Designation.

Dated: November 20, 2006

	MELLON INVESTOR SERVICES LLC, as Transfer Agent,


	By:
		Authorized Signatory

REVERSE OF SECURITY

Dividends on each Convertible Preference Share shall be payable at a rate per annum set forth in the face hereof or as provided in the Certificate of Designation.

The Convertible Preference Shares shall be convertible into the Company’s Common Shares in the manner and according to the terms set forth in the Certificate of Designation.

The Company will furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the Convertible Preference Shares evidenced hereby to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints:

agent to transfer the Convertible Preference Shares evidenced hereby on the register of members of the Company. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Convertible Preference Shares Certificate)

Signature Guarantee:

Exhibit 4.3

CERTIFICATE OF DESIGNATION
OF
4.875% CUMULATIVE CONVERTIBLE PERPETUAL PREFERENCE SHARES
OF
BUNGE LIMITED

Set out below are the voting powers, designation, relative, participating, optional and other rights, preferences and qualifications, limitations and restrictions of the series of preference shares of Bunge Limited (the “ Company ”), designated as the 4.875% Cumulative Convertible Perpetual Preference Shares (the “ Convertible Preference Shares ”) approved by a resolution of the Finance and Risk Policy Committee of the Board of Directors as authorized by a resolution of the Board of Directors on November 13, 2006:

1. Designation and Amount; Ranking . (a) There shall be created from the 10,000,000 preference shares, par value US$0.01 each, of the Company authorized to be issued pursuant to the memorandum of association and bye-laws of the Company, a series of Convertible Preference Shares, and the number of shares of such series shall be 6,900,000. Such number of shares may be decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of Convertible Preference Shares to a number less than that of the Convertible Preference Shares then issued and outstanding plus the number of such shares issuable upon exercise of options or rights then outstanding.

(b) The Convertible Preference Shares will, with respect to both dividend rights and rights upon the liquidation, winding-up or dissolution of the Company, rank (i) senior to all Junior Shares; (ii) on a parity with all other Parity Shares; and (iii) junior to all Senior Shares.

2. Definitions. As used herein, the following terms shall have the following meanings: (a) “ Accrued Dividends ” shall mean, with respect to any Convertible Preference Share, as of any date, the accrued and unpaid dividends on such share from and including the most recent Dividend Payment Date (or the Issue Date, if such date is prior to the first Dividend Payment Date) to but not including such date.

(b) “ Accumulated Dividends ” shall mean, with respect to any Convertible Preference Share, as of any date, the aggregate accumulated and unpaid dividends on such share from the Issue Date until the most recent Dividend Payment Date on or prior to such date. There shall be no Accumulated Dividends with respect to any Convertible Preference Shares prior to the first Dividend Payment Date.

(d) “ Board of Directors ” shall mean the board of directors of the Company or, with respect to any action to be taken by the Board of Directors, any committee or person duly authorized to take such action.

(e) “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law or executive order to close.

(f) “ Bye-Laws ” shall mean the bye-laws of the Company, as amended or amended and restated from time to time.

(g) “ Closing Sale Price ” means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal U.S. securities exchange on which Common Shares are traded or, if Common Shares are not listed on a U.S. national or regional securities exchange on the principal other U.S. market on which Common Shares are then traded. In the absence of such a market, the Closing Sale Price will be an amount determined in good faith by the Board of Directors to be the fair value of one of the Common Shares.

(h) “ Common Share Cap ” means 2% of the number of Common Shares of the Company issued and outstanding immediately prior to the time Common Shares of the Company are issued to pay Accumulated Dividends.

(i) “ Common Shares ” shall mean the common shares, par value US$0.01 each, of the Company, or any other class of shares resulting from successive changes or reclassifications of such common shares consisting solely of changes in par value, or from par value to no par value, or as a result of a subdivision, combination, or merger, amalgamation, consolidation or similar transaction in which the Company is a constituent company or corporation.

(j) “ Conversion Price ” shall mean US $92.20, subject to adjustment as set forth in Section 7(c) .

(k) “ Conversion Rate ” shall mean the rate at which one Convertible Preference Share may be converted.

(l) “ Deferral Period ” means the period commencing on any Dividend Payment Date on which the Company fails to declare and pay Accumulated Dividends (and there are no Passed Dividends outstanding) and ending on the date on which all Passed Dividends have been settled by

issuing and delivering sufficient Common Shares to holders of the Convertible Preference Shares.

(m) “ Dividend Payment Date ” shall mean March 1, June 1, September 1 and December 1 of each year, commencing March 1, 2007.

(n) “ Dividend Record Date ” shall mean February 15, May 15, August 15 and November 15 of each year.

(o) “ DTC ” or “ Depository ” shall mean The Depository Trust Company.

(p) “ Effective Date ” shall mean the date on which any Fundamental Change occurs.

(q) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(r) “ Fundamental Change ” shall mean any of the following events: (i) the consolidation or amalgamation with, or merger with or into, another Person or the sale, assignment, conveyance, transfer, lease or other disposition, in one or a series of related transactions, of all or substantially all of the Company’s assets (determined on a consolidated basis), or the consolidation or amalgamation by any person with, or merger with or into, the Company, other than pursuant to a transaction in which the persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, the Voting Shares of the Company immediately prior to such transaction beneficially own, directly or indirectly, Voting Shares representing a majority of the total voting power of all issued and outstanding classes of Voting Shares of the continuing, surviving or transferee person in substantially the same proportion among themselves as such ownership immediately prior to such transaction (ii) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the Company’s assets (determined on a consolidated basis) to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than pursuant to a transaction in which persons that ‘‘beneficially owned’’ (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, our voting shares immediately prior to such transaction beneficially own, directly or indirectly, voting shares representing a majority of the total voting power of such person or group; (iii) the adoption of a plan the consummation of which would result in the liquidation or dissolution of the Company; (iv) the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate voting power

of the Voting Shares of the Company; (v) during any period of two consecutive years, individuals who at the beginning of such period comprised the Board of Directors (together with any new directors whose appointment by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of 66% of the directors of the Company then still in office who were either directors at the beginning of such period or whose appointment or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or (vi) the Common Shares of the Company cease to be listed on a national securities exchange or an over-the-counter market in the United States; provided, however, that a Fundamental Change will not be deemed to have occurred in the case of a merger, consolidation or amalgamation, if (i) at least 90% of the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights) in the merger, consolidation or amalgamation consists of common shares of a company incorporated or organized under the laws of Bermuda, the United States or any political or subdivision thereof, any full member state of the European Union, Canada or any political or subdivision thereof, Australia or Switzerland, traded on a national securities exchange or on an over-the-counter market in the United States (or which will be so traded or quoted when issued or exchanged in connection with such transaction) and (ii) as a result of such transaction or transactions the Convertible Preference Shares become convertible solely into such common shares.

(s) “ Fundamental Change Notice Date ” shall mean a day that is within ten Trading Days after the Effective Date.

(t) “ Holder ” or “holder” shall mean a holder of record of the Convertible Preference Shares.

(u) “ Issue Date ” shall mean November 20, 2006, the original date of issuance of the Convertible Preference Shares.

(v) “ Junior Shares ” shall mean all Common Shares of the Company, the Company’s Series A Preference Shares, and each other class of shares or series of preference shares established by the Board of Directors after the Issue Date, the terms of which do not expressly provide that such class or series ranks senior to or on parity with the Convertible Preference Shares as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company.

(w) “ Liquidation Preference ” shall mean, with respect to each Convertible Preference Share, US$100.00 plus, upon voluntary or involuntary liquidation, winding-up or dissolution, an amount equal to

Accumulated Dividends at such time up to an additional US$25.00 per Convertible Preference Share.

(x) “ Market Disruption Event ” shall mean the occurrence or continuation of any of the following events or circumstances: (i) the Company is required to obtain the consent or approval of its shareholders or a regulatory body (including, without limitation, any securities exchange) or governmental authority to issue its Common Shares and such consent or approval has not yet been obtained, even though the Company has used commercially reasonable efforts to obtain the required consent or approval; (ii) trading in securities generally on the principal exchange on which the Company’s Common Shares are listed and traded shall have been suspended or materially disrupted or minimum prices shall have been established on any such exchange or market by the SEC, by the relevant exchange or any other regulatory body or governmental authority having jurisdiction; (iii) the Company reasonably believes that the issuance of its Common Shares would not be in compliance with a rule or regulation of the SEC and the Company is unable to comply with such rule or regulation or such compliance is impracticable, provided that no single suspension contemplated by this subsection (iii) may exceed 90 consecutive days and multiple suspension periods contemplated by this subsection (iii) may not exceed an aggregate of 180 days in any 360-day period; (iv) there is a material adverse change in general domestic or international economic, political or financial conditions, including without limitation as a result of terrorist activities, or the effect of international conditions on the financial markets in the United States, such as to make it, in the judgment of the Company, impracticable to proceed with the issuance of its common shares; (v) a material disruption shall have occurred in commercial banking or securities settlement or clearing services in the United States; or (vi) a banking moratorium shall have been declared by federal or New York State authorities of the United States.

(y) “ Market Value ” shall mean the average Closing Sale Price of the Common Shares of the Company for a five consecutive Trading Day period on the NYSE (or such other national securities exchange or automated quotation system on which the Common Shares of the Company are then listed or authorized for quotation or, if the Common Shares of the Company are not so listed or authorized for quotation, an amount determined in good faith by the Board of Directors to be the fair value of the Common Shares) ending on the Trading Day immediately preceding the date of determination.

(z) “ NYSE ” shall mean the New York Stock Exchange, Inc.

(aa) “ Officer ” shall mean the Chairman, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, the Secretary or any Assistant Secretary of the Company.

(bb) “ Officers’ Certificate ” shall mean a certificate signed by two Officers.

(cc) “ Opinion of Counsel ” shall mean a written opinion from legal counsel who is acceptable to the Transfer Agent. The counsel may be an employee of or counsel to the Company or the Transfer Agent.

(dd) “ Parity Shares ” shall mean any class of shares or series of preference shares established after the Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank on parity with the Convertible Preference Shares as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company.

(ee) “ Passed Dividend ” means any Accrued Dividend due and not paid on a Dividend Payment Date.

(ff) “ Person ” shall mean any individual, company, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

(gg) “ SEC ” or “ Commission ” shall mean the United States Securities and Exchange Commission.

(hh) “ Securities Act ” shall mean the United States Securities Act of 1933, as amended.

(ii) “ Senior Shares ” shall mean any class of shares or series of preference shares established after the Issue Date by the Board of Directors and/or members of the Company, the terms of which expressly provide that such class or series will rank senior to the Convertible Preference Shares as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company.

(jj) “ Share Price ” shall mean the Closing Share Price on the Effective Date.

(kk) “ Total Common Share Cap Amount ” means the limit on the aggregate number of Common Shares of the Company that are issued and delivered to holders of the Convertible Preference Shares to settle any

Passed Dividends. The Total Common Share Cap Amount shall initially mean 18,000,000 Common Shares of the Company, adjusted as of any date on which the Conversion Price is adjusted in the same manner as the Conversion Price is adjusted, as described in Section 7(c).

(ll) “ Trading Day ” shall mean a day during which trading in securities generally occurs on the NYSE or, if the Company’s Common Shares are not listed on the NYSE, on the principal other U.S. national or regional securities exchange on which the Company’s Common Shares are then listed or, if the Company’s Common Shares are not listed on a U.S. national or regional securities exchange, on the principal other U.S. market on which the Company’s Common Shares are then traded.

(mm) “ Transfer Agent ” shall mean Mellon Investor Services LLC , the Company’s duly appointed transfer agent, branch, registrar and conversion and dividend disbursing agent for the Convertible Preference Shares. The Company may, in its sole discretion, remove the Transfer Agent with ten days’ prior notice to the Transfer Agent; provided that the Company shall appoint a successor Transfer Agent who shall accept such appointment prior to the effectiveness of such removal.

(nn) “ Underwriting Agreement ” shall mean that certain Underwriting Agreement with respect to the Convertible Preference Shares, dated November 14, 2006, between the Company and Credit Suisse Securities (USA) LLC.

(oo) “ Voting Rights Triggering Event ” shall mean that dividends on the Convertible Preference Shares are in arrears and unpaid for six or more quarterly periods (whether or not consecutive).

(pp) “ Voting Shares ” shall mean, with respect to any Person, securities of any class or classes of Capital Shares in such Person entitling the holders thereof (whether at all times or only so long as no senior class of shares has voting power by reason of contingency) to vote in the election of members of the Board of Directors or other governing body of such Person. For purposes of this definition, “Capital Shares” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of corporate shares or stock or partnership interests and any and all warrants, options and rights with respect thereto (whether or not currently exercisable), including each class of common shares and preference shares of such Person.

3. Dividends.

(a) Subject to applicable law, the holders of the issued and outstanding Convertible Preference Shares shall be entitled, when, as and if declared by the Board of Directors out of funds of the Company legally available therefor, to receive cumulative dividends in the form of cash, Common Shares, or a combination of cash and Common Shares at the rate per annum of 4.875% per share on the Liquidation Preference (equivalent to US$4.875 per annum per share), payable quarterly in arrears (the “ Dividend Rate ”). Dividends payable for each full dividend period will be computed by dividing the Dividend Rate by four and shall be payable in arrears on each Dividend Payment Date (commencing March 1, 2007) for the quarterly period ending immediately prior to such Dividend Payment Date, to the holders of record of Convertible Preference Shares at the close of business on the Dividend Record Date applicable to such Dividend Payment Date. Such dividends shall be cumulative from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Issue Date (whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends) and shall accrue on a day-to-day basis, whether or not earned or declared, from and after the Issue Date. Dividends payable for any partial dividend period, including the initial partial dividend period ending immediately prior to March 1, 2007, shall be computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months. Accumulations of dividends on Convertible Preference Shares shall not bear interest.

(b) Passed Dividends may be paid only in Common Shares, subject to a cash adjustment for fractional Common Shares as provided in Section 7(f). While any Passed Dividends are outstanding, the Company may continue to pay any current dividend, subject to the Company’s obligation to pay all Passed Dividends in Common Shares.

(c) Until the fifth anniversary of the commencement of a Deferral Period, the Company may limit the aggregate number of Common Shares issued and delivered to holders of the Convertible Preference Shares to settle any Passed Dividends since the commencement of the relevant Deferral Period to the Common Share Cap. Unless a Market Disruption Event is in effect, if a Deferral Period continues beyond the fifth anniversary of the commencement thereof, or if the Company pays Accumulated Dividends earlier than the fifth anniversary of the commencement of such Deferral Period, the Company shall thereafter be immediately obligated to issue and deliver Common Shares to holders of the Convertible Preference Shares until all Passed Dividends are settled in full, subject to the Common Share Cap and the Total Common Share Cap Amount.

(d) No dividend will be declared or paid upon, or any sum set apart for the payment of dividends upon, any issued and outstanding Convertible Preference Share with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid, or declared and cash and/or such number of Common Shares, if any, sufficient for the payment thereof, have been set apart and/or reserved for the payment of such dividend, upon all issued and outstanding Convertible Preference Shares.

(e) No dividends or other distributions (other than a dividend or distribution payable solely in Parity Shares or Junior Shares (in the case of Parity Shares) or Junior Shares (in the case of Junior Shares) and other than cash paid in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Shares or Junior Shares, nor may any Parity Shares or Junior Shares be redeemed, repurchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Shares or Junior Shares) by or on behalf of the Company (except by conversion into or exchange for Parity Shares or Junior Shares (in the case of Parity Shares) or Junior Shares (in the case of Junior Shares)), unless Accumulated Dividends shall have been or contemporaneously are, declared and paid, or are declared and a sum in cash or Common Shares sufficient for the payment thereof is set apart or reserved for such payment on the Convertible Preference Shares and any Parity Shares for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Convertible Preference Shares and any Parity Shares, dividends may be declared and paid on the Convertible Preference Shares and such Parity Shares so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Convertible Preference Shares and such Parity Shares will, in all cases, bear to each other the same ratio that accumulated and unpaid dividends per share on the Convertible Preference Shares and such Parity Shares bear to each other.

(f) Holders of Convertible Preference Shares shall not be entitled to any dividends on the Convertible Preference Shares, whether payable in cash, property or Common Shares, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Convertible Preference Shares that may be in arrears.

(g) The holders of Convertible Preference Shares at the close of business on a Dividend Record Date will be entitled to receive the dividend payment on those Convertible Preference Shares on the

corresponding Dividend Payment Date notwithstanding the subsequent conversion thereof or the Company’s default in payment of the dividend due on such Dividend Payment Date. However, Convertible Preference Shares surrendered for conversion during the period between the close of business on any Dividend Record Date and the close of business on the Business Day immediately preceding the applicable Dividend Payment Date must be accompanied by payment of an amount equal to the dividend payable on the Convertible Preference Shares on that Dividend Payment Date. A holder of Convertible Preference Shares on a Dividend Record Date who (or whose transferee) tenders any Convertible Preference Shares for conversion on the corresponding Dividend Payment Date will receive the dividend payable by the Company on the Convertible Preference Shares on that date, and the converting holder need not include payment in the amount of such dividend upon surrender of Convertible Preference Shares for conversion. Except as provided above with respect to a voluntary conversion pursuant to Section 7, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted Convertible Preference Shares or for dividends on the Common Shares issued upon conversion.

4. Fundamental Change.

(a) Upon the occurrence of a Fundamental Change, each holder of Convertible Preference Shares shall, in the event that the Market Value for the period ending on the Effective Date is less than US$65.86, and subject to the Company being able to complete such transactions in compliance with applicable law, have a one-time option (the “ Fundamental Change Option ”) to convert all of such holder’s outstanding Convertible Preference Shares into fully paid and non-assessable Common Shares at an adjusted Conversion Price equal to the greater of (i) the Market Value for the period ending on the Effective Date and (ii) one-third of US$65.86. The Fundamental Change Option must be exercised, if at all, during the period of not less than 30 days nor more than 60 days after the Fundamental Change Notice Date. The US$65.86 and one-third of US$65.86 prices referred to in this subparagraph (a) shall be adjusted as of any date on which the Conversion Price is adjusted. Such adjusted prices shall equal the respective prices applicable immediately prior to the adjustment multiplied by a fraction, the numerator of which shall be the Conversion Price as so adjusted and the denominator of which shall be the Conversion Price immediately prior to the adjustment to the Conversion Price.

(b) In the event of a Fundamental Change, notice of such Fundamental Change shall be given by the Company to all holders of the Convertible Preference Shares by the Fundamental Change Notice Date,

by first-class mail to each record holder of Convertible Preference Shares, at such holder’s address as the same appears on the register of members of the Company. Each such notice shall state (i) that a Fundamental Change has occurred; (ii) the last day on which the Fundamental Change Option may be exercised (the “ Expiration Date ”) pursuant to the terms hereof; (iii) the name and address of the Transfer Agent; and (iv) the procedures that holders must follow to exercise the Fundamental Change Option.

(c) On or before the Expiration Date, each holder of Convertible Preference Shares wishing to exercise the Fundamental Change Option shall surrender the certificate or certificates representing the Convertible Preference Shares to be converted, in the manner and at the place designated in the notice described in Section 4(b), and on such date or as soon as reasonably practicable thereafter the cash or Common Shares due to such holder shall be issued and delivered to the Person whose name appears on such certificate or certificates as the owner thereof, and the Convertible Preference Shares represented by each surrendered certificate shall have the status of authorized but unissued preference shares. Upon surrender (in accordance with the notice described in Section 4(b)) of the certificate or certificates representing any Convertible Preference Shares to be so converted (properly endorsed or assigned for transfer, if the Company shall so require and the notice shall so state), such Convertible Preference Shares shall be converted by the Company at the adjusted Conversion Price, if applicable, as described in Section 4(a).

(d) The rights of holders of Convertible Preference Shares pursuant to this Section 4 are in addition to, and not in lieu of, the rights of holders of Convertible Preference Shares provided for in Section 7 hereof.

(e) Adjustment of Conversion Rate Upon a Fundamental Change . If a holder exercises its right pursuant to Section 4(a) hereof to exercise its Fundamental Change Option, then in the circumstances set forth in subparagraph (f) below, such holder will be entitled to receive, in addition to a number of Common Shares equal to the applicable Conversion Rate, an additional number of Common Shares (the “ Additional Shares ”) upon conversion as set forth in subparagraph (f) below.

(f) Determination of Additional Shares . The number of Additional Shares shall be determined for the Convertible Preference Shares by reference to the table below, based on the Effective Date and the Share Price.

(i) The following table sets forth the Share Price, Effective Date and the increase in the Conversion Rate, expressed

as a number of additional Common Shares to be received for each Convertible Preference Share, upon a conversion in connection with a Fundamental Change:

Additional Common Shares

	Effective Date December 1,
Share Price (1)	November 14, 2006	December 1, 2007	December 1, 2008	December 1, 2009	December 1, 2010	December 1, 2011	Thereafter
$65.86	0.4338	0.4338	0.4338	0.4338	0.4338	0.4338	0.4338
$70.00	0.3810	0.3744	0.3709	0.3723	0.3734	0.3732	0.3732
$75.00	0.3277	0.3185	0.3127	0.3126	0.3133	0.3133	0.3133
$80.00	0.2841	0.2722	0.2637	0.2613	0.2611	0.2611	0.2611
$85.00	0.2486	0.2344	0.2229	0.2174	0.2155	0.2154	0.2154
$90.00	0.2198	0.2036	0.1895	0.1803	0.1755	0.1751	0.1751
$95.00	0.1964	0.1789	0.1624	0.1472	0.1363	0.1341	0.1341
$100.00	0.1776	0.1592	0.1412	0.1232	0.1074	0.1021	0.1021
$105.00	0.1620	0.1435	0.1246	0.1046	0.0846	0.0739	0.0739
$110.00	0.1491	0.1308	0.1118	0.0907	0.0677	0.0492	0.0492
$115.00	0.1383	0.1205	0.1017	0.0805	0.0562	0.0299	0.0299
$120.00	0.1290	0.1120	0.0939	0.0731	0.0488	0.0233	0.0233
$125.00	0.1210	0.1049	0.0876	0.0677	0.0444	0.0000	0.0000
$150.00	0.0922	0.0807	0.0680	0.0535	0.0370	0.0000	0.0000
$175.00	0.0732	0.0653	0.0563	0.0458	0.0337	0.0000	0.0000
$200.00	0.0592	0.0539	0.0477	0.0402	0.0312	0.0000	0.0000

(1) The Share Price set forth in the table will be adjusted as of any date on which the Conversion Price is adjusted. The adjusted Share Prices will equal the Share Prices applicable immediately prior to the adjustment multiplied by a fraction, the numerator of which is the Conversion Price as so adjusted and the denominator of which is the Conversion Price immediately prior to the adjustment to the Conversion Price. In addition, the number of Additional Shares in the table will be subject to adjustment in a manner corresponding to the adjustments made in the Conversion Price.

(ii) The exact Share Price and Effective Date may not be set forth in the table above, in which case:

(A) If the Share Price is between two Share Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares to be received for each Convertible Preference Share will be determined by a straight-line interpolation between the number of Additional Shares to be received for each Convertible Preference Share set forth for the higher and lower Share Price amounts and the two Effective Dates, as applicable, based on a 365-day year.

(B) If the Share Price is in excess of US$200.00 per share (subject to adjustment as per the table above), no Additional Shares will be issued upon conversion of the Convertible Preference Shares.

(C) If the Share Price is less than or equal to US$65.86 per share (subject to adjustment as per the table above), no Additional Shares will be issued upon conversion of the Convertible Preference Shares.

Notwithstanding the foregoing, in no event will the total number of common shares issuable upon conversion of the Convertible Preference Shares above exceed 1.5184 Common Shares per US$100 Liquidation Preference per Convertible Preference Share, subject to adjustment pursuant to Section 7.

5. Voting.

(a) The Convertible Preference Shares shall have no voting rights except as set forth below or in the Bye-Laws or as otherwise required by Bermuda law from time to time:

(i) If and whenever at any time or times a Voting Rights Triggering Event occurs, then the holders of Convertible Preference Shares, voting as a single class with any other series of preference shares having similar voting rights that are exercisable (the “ Voting Rights Class ”), will be entitled at the next annual general or special general meeting to elect two directors to the Board of Directors. Upon the election of any such additional directors, the number of directors that comprise the Board of Directors may be increased by such number of additional directors.

(ii) Such voting rights may be exercised at a special general meeting of the holders of shares including the Convertible Preference Shares comprising the Voting Rights Class, called as hereinafter provided, or at any general meeting held for the purpose of electing directors until such time as all dividends in arrears on the Convertible Preference Shares shall have been paid in full, at which time or times such voting rights shall terminate. The Company will facilitate the election or appointment of these two directors in a manner consistent with the Bye-laws and applicable law. The terms of the directors so elected will be determined in accordance with the Bye-laws. If such voting rights terminate before such directors’ term of office would otherwise expire, the Board of Directors may ask such directors to tender

their resignation as directors upon termination of such voting rights.

(iii) At any time when such voting rights shall have vested in holders of shares including the Convertible Preference Shares comprising the Voting Rights Class, the Chairman of the Company or the Board of Directors may call, and, upon written request of the record holders of shares representing at least twenty-five percent (25%) of the voting power of the shares then comprising the Voting Rights Class, addressed to the Secretary of the Company, the Board of Directors shall call a special general meeting of the holders of shares then comprising the Voting Rights Class. Such meeting shall be convened, and notice thereof shall be given, in accordance with the Bye-Laws. Notwithstanding the provisions of this Section 5(a)(iii), no such special general meeting shall be called during a period within the 60 days immediately preceding the date fixed for the next annual general meeting of shareholders, in which such case, the election of directors pursuant to Section 5(a)(i) shall be held at such annual general meeting of shareholders.

(iv) At any meeting held for the purpose of electing directors at which the holders of shares including the Convertible Preference Shares comprising the Voting Rights Class shall have the right to elect directors as provided herein, the presence in person or by proxy of the holders of shares representing more than fifty percent (50%) in voting power of the then issued and outstanding shares comprising the Voting Rights Class shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such class. The affirmative vote of the holders of Convertible Preference Shares constituting a majority of the Convertible Preference Shares present at such meeting, in person or by proxy, shall be sufficient to elect any such director.

(v) For so long as the foregoing voting rights are vested in the holders of the Convertible Preference Shares, any vacancy in respect of any director elected pursuant to the voting rights created under this Section 5(a) shall be filled only by vote of the holders of shares including the Convertible Preference Shares comprising the Voting Rights Class at a special general meeting called in accordance with the procedures set forth in this Section 5, or, if no such special general meeting is called, at the next annual general meeting of shareholders.

(vi) So long as any Convertible Preference Shares remain issued and outstanding, unless a greater percentage shall then be required by law, the affirmative vote or consent of the holders of at least 66% of the issued and outstanding Convertible Preference Shares voting or consenting, as the case may be, separately as one class, will be required for amendments to the Company’s memorandum of association, the Bye-Laws or this Certificate of Designation that would vary adversely the specified rights, preferences, privileges or voting rights of holders of Convertible Preference Shares.

(vii) In exercising the voting rights set forth in this Section 5(a) or Section 5(c), the Bye-Laws or otherwise under Bermuda law, each Convertible Preference Share shall be entitled to one vote.

(b) The Company may authorize or increase the authorized amount of Common Shares or undesignated preference shares, or create or issue any class or series of Parity Shares or Junior Shares, without the consent of the holders of Convertible Preference Shares, and in taking such actions the Company shall be deemed not to have varied adversely the rights, preferences, privileges or voting rights of holders of Convertible Preference Shares.

(c) So long as any Convertible Preference Shares remain issued and outstanding the affirmative vote or consent of the holders of at least 66% of the issued and outstanding Convertible Preference Shares voting or consenting, as the case may be, separately as one class, will be required to authorize, increase the authorized amount of, or issue any class or series of Senior Shares.

6. Liquidation Rights.

(a) In the event of any liquidation, winding-up or dissolution of the Company, whether voluntary of involuntary, each holder of Convertible Preference Shares shall be entitled to receive and to be paid, out of the assets of the Company available for distribution to its shareholders, the Liquidation Preference, in preference to the holders of, and before any payment or distribution is made on, any Junior Shares, including, without limitation, on any Common Shares.

(b) Neither the sale, conveyance, exchange or transfer (for cash, shares, securities or other consideration) of all or substantially all the assets or business of the Company (other than in connection with the liquidation, winding-up or dissolution of its business) nor the merger,

amalgamation or consolidation of the Company into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 6.

(c) After the payment to the holders of the Convertible Preference Shares of the Liquidation Preference provided for in this Section 6, the holders of Convertible Preference Shares shall have no right or claim to any of the remaining assets of the Company.

(d) In the event the assets of the Company available for distribution to the holders of Convertible Preference Shares upon any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to Section 6(a), no such distribution shall be made on account of any Parity Shares upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the Convertible Preference Shares, ratably, in proportion to the full distributable amounts for which holders of the Convertible Preference Shares and the Parity Shares are entitled upon such liquidation, dissolution or winding-up.

7. Conversion.

(a) Each holder of Convertible Preference Shares shall have the right, at its option, exercisable at any time and from time to time from the Issue Date to convert, subject to the terms and provisions of this Section 7, and subject to the Company being able to complete such transactions in compliance with applicable law, any or all of such holder’s Convertible Preference Shares. In such case, such converted Convertible Preference Shares shall be converted into such whole number of fully paid and non-assessable Common Shares as is equal, subject to Section 7(g), to the product of the number of Convertible Preference Shares being so converted multiplied by the quotient of (i) the Liquidation Preference divided by (ii) the Conversion Price (as defined below) then in effect.

The conversion right of a holder of Convertible Preference Shares shall be exercised by the holder by the surrender to the Company of the certificates representing shares to be converted at any time during usual business hours at its principal place of business or the offices of its duly appointed Transfer Agent to be maintained by it, accompanied by written notice to the Company in the form of Exhibit B that the holder elects to convert all or a portion of the Convertible Preference Shares represented by such certificate and specifying the name or names (with address) in which a certificate or certificates for Common Shares are to be issued and (if so required by the Company or its duly appointed Transfer Agent) by a written instrument or instruments of transfer in form reasonably

satisfactory to the Company or its duly appointed Transfer Agent duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 7(i) . Immediately prior to the close of business on the date of receipt by the Company or its duly appointed Transfer Agent of notice of conversion of Convertible Preference Shares, each converting holder of Convertible Preference Shares shall become the holder of record of the Common Shares into which such holder’s Convertible Preference Shares are convertible notwithstanding that certificates representing such Common Shares shall not then be actually delivered to such holder. On the date of any conversion, all rights with respect to the Convertible Preference Shares so converted, including the rights, if any, to receive notices, will terminate, except for the rights of holders thereof to (i) receive certificates for the number of Common Shares into which such Convertible Preference Shares have been converted and cash, in lieu of any fractional shares as provided in Section 7(f); and (ii) exercise the rights to which they are entitled as holders of Common Shares.

(b) If the last day for the exercise of the conversion right shall not be a Business Day, then such conversion right may be exercised on the next preceding Business Day.

(i) In case the Company shall at any time or from time to time (A) pay a dividend (or other distribution) payable on the Common Shares in Common Shares of the Company (other than the issuance of Common Shares in connection with the conversion of preference shares); (B) subdivide the issued and outstanding Common Shares into a larger number of Common Shares; (C) consolidate or combine the issued and outstanding Common Shares into a smaller number of Common Shares; (D) issue any Common Shares in a reclassification of the Common Shares; or (E) pay a dividend or make a bonus issue or distribution to all holders of Common Shares (other than a dividend or bonus issue or distribution subject to Section 7(c)(ii)) pursuant to a shareholder rights plan, “poison pill” or similar arrangement and excluding dividends payable on the Convertible Preference Shares then, and in each such case, the Conversion Price in effect immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the holder of any Convertible Preference Shares thereafter surrendered for conversion shall be entitled to receive the number of Common Shares that such holder would have owned or would have been entitled to receive upon or by reason of any of the events described above, had such Convertible Preference Shares

been converted into Common Shares immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 7(c)(i) shall become effective retroactively (x) in the case of any such dividend or bonus issue or distribution, to the day immediately following the close of business on the record date for the determination of holders of Common Shares entitled to receive such dividend or bonus issue or distribution or (y) in the case of any such subdivision, consolidation, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

(ii) In case the Company shall at any time or from time to time issue to all holders of its Common Shares rights, options or warrants entitling the holders thereof to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share less than the Market Value for the period ending on the date of issuance (treating the price per share of any security convertible or exchangeable or exercisable into Common Shares as equal to (A) the sum of the price paid to acquire such security convertible, exchangeable or exercisable into Common Shares plus any additional consideration payable (without regard to any anti-dilution adjustments) upon the conversion, exchange or exercise of such security into Common Shares divided by (B) the number of Common Shares into which such convertible, exchangeable or exercisable security is initially convertible, exchangeable or exercisable), other than (i) issuances of such rights, options or warrants if the holder of Convertible Preference Shares would be entitled to receive such rights, options or warrants upon conversion at any time of Convertible Preference Shares into Common Shares and (ii) issuances that are subject to certain triggering events (until such time as such triggering events occur), then, and in each such case, the Conversion Price then in effect shall be adjusted by dividing the Conversion Price in effect on the day immediately prior to the record date of such issuance by a fraction (y) the numerator of which shall be the sum of the number of Common Shares issued and outstanding on such record date plus the number of additional Common Shares issued or to be issued upon or as a result of the issuance of such rights, options or warrants (or the maximum number into or for which such convertible or exchangeable securities initially may convert or exchange or for which such options, warrants or other rights initially may be exercised) and (z) the denominator of which shall be the sum of the number of Common Shares issued and

outstanding on such record date plus the number of Common Shares which the aggregate consideration for the total number of such additional Common Shares so issued (or into or for which such convertible or exchangeable securities may convert or exchange or for which such options, warrants or other rights may be exercised plus the aggregate amount of any additional consideration initially payable upon the conversion, exchange or exercise of such security) would purchase at the Market Value for the period ending on the date of conversion; provided, that if the Company distributes rights or warrants (other than those referred to above in this subparagraph (c)(ii)) pro rata to the holders of Common Shares, so long as such rights or warrants have not expired or been redeemed by the Company, (y) the holder of any Convertible Preference Shares surrendered for conversion shall be entitled to receive upon such conversion, in addition to the Common Shares then issuable upon such conversion (the “ Conversion Shares ”), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the “ Distribution Date ”), the same number of rights or warrants to which a holder of a number of Common Shares equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions applicable to the rights or warrants and (ii) if such conversion occurs after the Distribution Date, the same number of rights or warrants to which a holder of the number of Common Shares into which such Convertible Preference Shares were convertible immediately prior to such Distribution Date would have been entitled on such Distribution Date had such Convertible Preference Shares been converted immediately prior to such Distribution Date in accordance with the terms and provisions applicable to the rights and warrants and (z) the Conversion Price shall not be subject to adjustment on account of any declaration, distribution or exercise of such rights or warrants.

(iii) In case the Company shall at any time make a distribution, by dividend or otherwise, to all holders of its Common Shares consisting exclusively of cash (excluding any cash portion of distributions referred to in clause ‎(E) of paragraph (c)(i) above and cash distributed upon a merger, amalgamation or consolidation to which paragraph 7(g) below applies) in an amount per share of Common Shares that, when combined with the per share amounts of all other all-cash distributions to all

holders of Common Shares made within the 90-day period ending on the record date for the distribution giving rise to an adjustment pursuant to this Section 7(c)(iii), exceeds US$0.16 per share of Common Shares (the “ Dividend Threshold Amount ”), then the Conversion Price will be adjusted by multiplying:

(A) the Conversion Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of Common Shares entitled to receive such distribution by

(B) a fraction, the numerator of which will be the Market Value of a Common Share of the Company on the date on which “ex-dividend trading” commences for such a distribution minus the amount of cash per Common Share so distributed in excess of the Dividend Threshold Amount for which an adjustment has not otherwise been made pursuant to this Section 7(c)(iii) and the denominator of which will be the Market Value of a Common Share on the date on which “ex-dividend trading” commences for such a distribution. For the purposes of this paragraph, “ex-dividend trading” means the first date on which the Common Shares trade on the applicable exchange or market without the right to receive the applicable distribution.

Subject to Section 7(d), such adjustment shall become effective immediately after the record date for the determination of holders of Common Shares entitled to receive the distribution giving rise to an adjustment pursuant to this Section 7(c)(iii). The Dividend Threshold Amount is subject to adjustment under the same circumstances under which the Conversion Price is subject to adjustment pursuant to Section 7(c)(i) or Section 7(c)(ii). If an adjustment is required to be made under this Section 7(c)(iii) as a result of a cash dividend in any quarterly period that exceeds the Dividend Threshold Amount, the adjustment will be based upon the amount by which the distribution exceeds the Dividend Threshold Amount (the “ Dividend Increase ”). If an adjustment is required to be made under this Section 7(c)(iii) other than as a result of a quarterly dividend, the adjustment will be based upon the full amount of the dividend increase. Notwithstanding the foregoing, in no event will the Conversion Price be less than US$65.86, subject to adjustment as set forth in this Section 7(c).

(iv) In case the Company at any time or from time to time shall take any action affecting its Common Shares (it being understood that the issuance or sale of Common Shares (or securities convertible into or exchangeable for Common Shares, or any options, warrants or other rights to acquire Common Shares) to any Person at a price per share less than the Conversion Price then in effect shall not be deemed such an action), other than an action described in any of Section 7(c)(i) through Section 7(c)(iii), inclusive, or Section 7(g), then the Conversion Price shall be adjusted in such manner and at such time as the Board of Directors in good faith determines to be equitable in the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the holders of the Convertible Preference Shares).

(v) In case the Company or any of its subsidiaries shall at any time complete a tender or exchange offer for the Company’s Common Shares that involves an aggregate consideration that, together with (a) any cash and other consideration payable in a tender or exchange offer by the Company or any of its subsidiaries for Common Shares of the Company expiring within the then-preceding 12 months in respect of which no adjustment has been made and (b) the aggregate amount of any such all-cash distributions referred to in Section 7(c)(iii) to all holders of the Company’s Common Shares within the preceding 12 months in respect of which no adjustments have been made, exceeds 15% of the market capitalization of the Company on the expiration of such tender offer.

(vi) In case the Company makes a distribution to all holders of Common Shares consisting of evidences of indebtedness, shares other than Common Shares or assets (including securities, but excluding those dividends, rights, options, warrants and distributions referred to in the preceding items).

(vii) Notwithstanding anything herein to the contrary, no adjustment under this Section 7(c) need be made to the Conversion Price unless such adjustment would require an increase or decrease of at least 1.0% of the Conversion Rate then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least 1.0% of such Conversion Price, provided that

with respect to adjustments to be made to the Conversion Price in connection with cash dividends paid by the Company, the Company will make such adjustments, regardless of whether such aggregate adjustments amount to 1.0% or more of the Conversion Price, no later than March 1 of each calendar year .

(viii) The Company reserves the right to make such reductions in the Conversion Price in addition to those required in the foregoing provisions as it considers advisable in order that any event treated for U.S. federal income tax purposes as a dividend of shares or share rights will not be taxable to the recipients. In the event the Company elects to make such a reduction in the Conversion Price, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations under the Exchange Act if and to the extent that such laws and regulations are applicable in connection with the reduction of the Conversion Price.

(d) If the Company shall take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter (and before the dividend or distribution has been paid or delivered to shareholders) legally abandon its plan to pay or deliver such dividend or distribution, then thereafter no adjustment in the Conversion Price then in effect shall be required by reason of the taking of such record.

(e) Upon any increase or decrease in the Conversion Price, then, and in each such case, the Company promptly shall deliver to each holder of Convertible Preference Shares a certificate signed by an Officer, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Conversion Price then in effect following such adjustment.

(f) No fractional shares or securities representing fractional Common Shares shall be issued upon the conversion of any Convertible Preference Shares, whether voluntary or mandatory, or in respect of dividend payments on the Convertible Preference Shares made in Common Shares. If more than one Convertible Preference Share shall be surrendered for conversion at one time by the same holder, the number of Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate Liquidation Preference of the Convertible Preference Shares so surrendered. If the conversion of any Convertible Preference Shares results in a fraction, an amount equal to such fraction of the Closing Sale Price at the close of business on the Trading Day next

preceding the date of conversion, shall be paid to such holder in cash by the Company.

(g) In the event of any reclassification of issued and outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value), or in the event of any consolidation, amalgamation or merger of the Company with or into another Person or any consolidation, merger or amalgamation of another Person with or into the Company (other than a consolidation, amalgamation or merger in which the Company is the continuing, resulting or surviving Person and which does not result in any reclassification or change of issued and outstanding Common Shares), or in the event of any sale or other disposition to another Person of all or substantially all of the assets of the Company (computed on a consolidated basis) (any of the foregoing, a “ Transaction ”), each Convertible Preference Share then issued and outstanding shall, without the consent of any holder of Convertible Preference Shares, become convertible at any time, at the option of the holder thereof, only into the kind and amount of securities (of the Company or another issuer), cash and other property receivable upon such Transaction by a holder of the number of Common Shares into which such Convertible Preference Shares could have been converted immediately prior to such Transaction, after giving effect to any adjustment event. The provisions of this Section 7(g) and any equivalent thereof in any such securities similarly shall apply to successive Transactions. The provisions of this Section 7(g) shall be the sole right of holders of Convertible Preference Shares in connection with any Transaction and, subject to applicable law, such holders shall have no separate vote thereon.

(h) The Company shall at all times reserve and keep available for issuance upon the conversion of the Convertible Preference Shares such number of its authorized but unissued Common Shares as will from time to time be sufficient to permit the conversion of all issued and outstanding Convertible Preference Shares, and shall use its best efforts to take all action required to increase the authorized number of Common Shares if at any time there shall be insufficient unissued Common Shares to permit such reservation or to permit the conversion of all issued and outstanding Convertible Preference Shares.

(i) The issuance or delivery of certificates for Common Shares upon the conversion of Convertible Preference Shares shall be made without charge to the converting holder of Convertible Preference Shares for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or in such names as

may be directed by, the holders of the Convertible Preference Shares converted; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the Convertible Preference Shares converted, and the Company shall not be required to issue or deliver such certificate unless or until the Person or Persons requesting the issuance or delivery thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid.

8. Mandatory Conversion.

(a) At any time on or after December 1, 2011, the Company may, at its option, cause the Convertible Preference Shares to be automatically converted into Common Shares at the Conversion Price pursuant to this Section 8(a) if the closing price of the Common Shares equals or exceeds 130% of the Conversion Price then in effect for at least 20 Trading Days in any consecutive 30-day trading period on the NYSE (or such other national or regional securities exchange or the principal other U.S. market on which the Common Shares are then traded), including the last Trading Day of such 30-Trading Day period, ending on the Trading Day prior to the Company’s issuance of a press release announcing the mandatory conversion as described in Section 8(b).

(b) To exercise the mandatory conversion right described in Section 8(a), the Company must issue a press release prior to the opening of business on the first Trading Day following any date on which the conditions described in Section 8(a) are met, announcing such a mandatory conversion. The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the record holders of Convertible Preference Shares (not more than four Business Days after the date of the press release) of the mandatory conversion announcing the Company’s intention to convert the Convertible Preference Shares. The conversion date will be a date selected by the Company (the “ Mandatory Conversion Date ”) and will be no more than ten days after the date on which the Company issues the press release described in this Section 8(b).

(c) In addition to any information required by applicable law or regulation, the press release and notice of a mandatory conversion described in Section 8(b) shall state, as appropriate: (i) the Mandatory Conversion Date; (ii) the number of Common Shares to be issued upon conversion of each Convertible Preference Share; (iii) the number of Convertible Preference Shares to be converted; and (iv) that dividends on

the Convertible Preference Shares to be converted will cease to accrue on the Mandatory Conversion Date.

(d) On and after the Mandatory Conversion Date, dividends will cease to accrue on the Convertible Preference Shares called for a mandatory conversion pursuant to Section 8(a) and all rights of holders of such Convertible Preference Shares will terminate, except for the right to receive the Common Shares into which the Convertible Preference Shares are convertible and cash in lieu of any fractional Common Shares in accordance with Section 7(f). The dividend payment with respect to the Convertible Preference Shares called for a mandatory conversion pursuant to Section 8(a) on a date during the period between the close of business on any Dividend Record Date to the close of business on the corresponding Dividend Payment Date will be payable on such Dividend Payment Date to the record holder of such Convertible Preference Share on such Dividend Record Date if such Convertible Preference Share has been converted after such Dividend Record Date and prior to such Dividend Payment Date. Except as provided in the immediately preceding sentence with respect to a mandatory conversion pursuant to Section 8(a), no payment or adjustment will be made upon conversion of Convertible Preference Shares for Accrued Dividends or for dividends with respect to the Common Shares issued upon such conversion.

(e) The Company may not authorize, issue a press release or give notice of any mandatory conversion pursuant to Section 8(a) unless, prior to giving the conversion notice, all Accumulated Dividends on the Convertible Preference Shares for periods ended prior to the date of such conversion notice shall have been paid.

(f) In addition to the mandatory conversion right described in Section 8(a), if there are fewer than 250,000 Convertible Preference Shares issued and outstanding, the Company shall have the right, at any time on or after December 1, 2011, at its option, to cause the Convertible Preference Shares to be automatically converted into that number of Common Shares equal to the quotient of (i) the Liquidation Preference divided by (ii) the lesser of (A) the Conversion Price then in effect and (B) the Market Value for the period ending on the second Trading Day immediately prior to the Mandatory Conversion Date, with any resulting fractional Common Shares to be settled in cash in accordance with Section 7(f). The provisions of clauses ‎(b), ‎(c), ‎(d) and ‎(e) of this Section 8 shall apply to any mandatory conversion pursuant to this clause ‎(f); provided that (i) the Mandatory Conversion Date described in Section 8(b) shall not be fewer than 15 days nor more than 30 days after the date on which the Company issues a press release pursuant to Section 8(b) announcing such mandatory conversion and (ii) the press release and notice of mandatory

conversion described in Section 8(c) will not state the number of Common Shares to be issued upon conversion of each Convertible Preference Share.

(g) Notwithstanding any other provision of this Certificate of Designation, any delivery of Common Shares issuable upon conversion of Convertible Preference Shares may be effected by way of share repurchase and issuance, reclassification, bonus issue, share consolidation, share subdivision or any other manner permitted by law, and any delivery of Common Shares in payment of any dividend may be effected by bonus issue or in any other manner permitted by law.

9. Consolidation, Amalgamation, Merger and Sale of Assets.

(a) The Company, without the consent of the holders of any of the issued and outstanding Convertible Preference Shares voting separately as a class, may consolidate or amalgamate with or merge into any other Person or convey, transfer or lease all or substantially all its assets to any Person or may permit any Person to consolidate or amalgamate with or merge into, or transfer or lease all or substantially all its properties to, the Company; provided, however, that (a) the continuing company, successor, transferee or lessee is incorporated or organized under the laws of Bermuda, the United States or any political subdivision thereof, any full member state of the European Union, Canada or any political subdivision thereof, Australia or Switzerland; (b) the Convertible Preference Shares will become shares of such continuing company, successor, transferee or lessee, having in respect of such continuing company, successor, transferee or lessee the same powers, preferences and relative participating, optional or other special rights and the qualification, limitations or restrictions thereon that the Convertible Preference Shares had immediately prior to such transaction; and (c) the Company delivers to the Transfer Agent an Officers’ Certificate and an Opinion of Counsel stating that such transaction complies with this Certificate of Designation. The foregoing transactions shall be deemed not to vary adversely the rights of the holders of Convertible Preference Shares.

(b) Upon any consolidation or amalgamation by the Company with, or merger by the Company into, any other person or any conveyance, transfer or lease of all or substantially all the assets of the Company as described in Section 9(a), the continuing company or successor resulting from such consolidation or amalgamation or into which the Company is merged or the transferee or lessee to which such conveyance, transfer or lease is made, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Convertible Preference Shares, and thereafter, except in the case of a lease, the predecessor (if still

in existence) will be released from its obligations and covenants with respect to the Convertible Preference Shares.

10. Certificates.

(a) Form and Dating . The Convertible Preference Shares and the Transfer Agent’s certificate of authentication shall be substantially in the form set forth in Exhibit A, which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Convertible Preference Shares certificate may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Convertible Preference Shares certificate shall be dated the date of its authentication. The terms of the Convertible Preference Shares certificate set forth in Exhibit A are part of the terms of this Certificate of Designation.

(i) Global Convertible Preference Shares . The Convertible Preference Shares shall, upon issue, be represented initially in the form of one or more fully registered global certificates with the global securities legend set forth in Exhibit A hereto (the “ Global Convertible Preference Shares ”), which shall be deposited on behalf of the purchasers represented thereby with the Transfer Agent, as custodian for DTC (or with such other custodian as DTC may direct), and registered in the name of DTC or a nominee of DTC, duly executed by the Company and authenticated by the Transfer Agent as hereinafter provided. The number of Convertible Preference Shares represented by Global Convertible Preference Shares may from time to time be increased or decreased by adjustments made on the register of members of the Company and recorded, as appropriate, on the records of the Transfer Agent and DTC or its nominee as hereinafter provided.

(ii) Book-Entry Provisions . In the event Global Convertible Preference Shares are deposited with or on behalf of DTC, the Company shall execute and the Transfer Agent shall authenticate and deliver initially one or more Global Convertible Preference Shares certificates that (a) shall be registered in the name of DTC as depository for such Global Convertible Preference Shares or the nominee of DTC and (b) shall be delivered by the Transfer Agent to DTC or pursuant to DTC’s instructions or held by the Transfer Agent as custodian for DTC.

Members of, or participants in, DTC (“ Agent Members ”) shall have no rights under this Certificate of Designation with respect to any Global Convertible

Preference Shares held on their behalf by DTC or by the Transfer Agent as the custodian of DTC or under such Global Convertible Preference Shares, and DTC (or its nominee) may be treated by the Company, the Transfer Agent and any agent of the Company or the Transfer Agent as the absolute owner of such Global Convertible Preference Shares for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Transfer Agent or any agent of the Company or the Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Convertible Preference Shares.

(iii) Certificated Convertible Preference Shares; Certificated Common Shares . Except as provided in this paragraph 11(a) or in paragraph 11(c), owners of beneficial interests in Global Convertible Preference Shares will not be entitled to receive physical delivery of certificates representing Convertible Preference Shares in fully registered form (“ Certificated Convertible Preference Shares ”).

(b) Execution and Authentication. Two Officers shall sign the Convertible Preference Shares certificate for the Company by manual or facsimile signature, under the common seal of the Company if appropriate, or a facsimile thereof.

If an Officer whose signature is on a Convertible Preference Shares certificate no longer holds that office at the time the Transfer Agent authenticates the Convertible Preference Shares certificate, the Convertible Preference Shares certificate shall be valid nevertheless.

A Convertible Preference Shares certificate shall not be valid until an authorized signatory of the Transfer Agent manually signs the certificate of authentication on the Convertible Preference Shares certificate. The signature shall be conclusive evidence that the Convertible Preference Shares certificate has been authenticated under this Certificate of Designation.

The Transfer Agent shall authenticate and deliver certificates for up to 6,900,000 Convertible Preference Shares for original issue upon a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company. Such order shall specify the number of Convertible Preference Shares to be authenticated and the date on which the original issue of Convertible Preference Shares is to be authenticated. The Transfer Agent may appoint an authenticating agent reasonably acceptable to the Company to authenticate the certificates for Convertible

Preference Shares. Unless limited by the terms of such appointment, an authenticating agent may authenticate certificates for Convertible Preference Shares whenever the Transfer Agent may do so. Each reference in this Certificate of Designation to authentication by the Transfer Agent includes authentication by such agent. An authenticating agent has the same rights as the Transfer Agent or agent for service of notices and demands.

(c) Transfer and Exchange. (i) Transfer and Exchange of Certificated Convertible Preference Shares . When Certificated Convertible Preference Shares are presented to the Transfer Agent with a request to register the transfer of such Certificated Convertible Preference Shares or to exchange such Certificated Convertible Preference Shares for an equal number of Certificated Convertible Preference Shares, the Transfer Agent shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Convertible Preference Shares surrendered for transfer or exchange:

(A) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Transfer Agent, duly executed by the Holder thereof or its attorney duly authorized in writing; and

(B) are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or pursuant to clause ‎(ii) or ‎(iii) below.

(ii) Restrictions on Transfer of Certificated Convertible Preference Shares for a Beneficial Interest in Global Convertible Preference Shares . Certificated Convertible Preference Shares may not be exchanged for a beneficial interest in Global Convertible Preference Shares except upon satisfaction of the requirements set forth below. Upon receipt by the Transfer Agent of Certificated Convertible Preference Shares, duly endorsed or accompanied by appropriate instruments of transfer, in form reasonably satisfactory to the Company and the Transfer Agent, together with written instructions directing the Transfer Agent to make an adjustment on the register of members with respect to such Global Convertible Preference Shares to reflect an increase in the number of Convertible

Preference Shares represented by the Global Convertible Preference Shares and to direct DTC to make any appropriate corresponding adjustment, then the Transfer Agent shall cancel such Certificated Convertible Preference Shares and cause, or direct DTC to cause, in accordance with the standing instructions and procedures existing between DTC and the Transfer Agent, the number of Convertible Preference Shares represented by the Global Convertible Preference Shares to be increased accordingly. If no Global Convertible Preference Shares are then issued and outstanding, the Company shall issue and the Transfer Agent shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, new Global Convertible Preference Shares representing the appropriate number of shares.

(iii) Transfer and Exchange of Global Convertible Preference Shares . The transfer and exchange of Global Convertible Preference Shares or beneficial interests therein shall be effected through DTC, in accordance with this Certificate of Designation (including applicable restrictions on transfer set forth herein, if any), and the procedures of DTC therefor.

(iv) Transfer of a Beneficial Interest in Global Convertible Preference Shares for Certificated Convertible Preference Shares .

(A) Any Person having a beneficial interest in Convertible Preference Shares may upon request, but only with the consent of the Company, exchange such beneficial interest for Certificated Convertible Preference Shares representing the same number of Convertible Preference Shares. Upon receipt by the Transfer Agent of written instructions or such other form of instructions as is customary for DTC from DTC or its nominee on behalf of any Person having a beneficial interest in Global Convertible Preference Shares and upon receipt by the Transfer Agent of a written order or such other form of instructions as is customary for DTC, then, the Transfer Agent or DTC, at the direction of the Transfer Agent, will cause, in accordance with the standing instructions and procedures existing between DTC and the Transfer Agent, the number of Convertible Preference Shares represented by the Global Convertible Preference Shares to be reduced on the register of members and, following such reduction, the Company will execute and the Transfer Agent will authenticate and deliver to the transferee Certificated Convertible Preference Shares.

(B) Certificated Convertible Preference Shares issued in exchange for a beneficial interest in a Global Convertible Preference Shares pursuant to this paragraph ‎10(c)(iv) shall be registered in such names and

in such authorized denominations as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Transfer Agent. The Transfer Agent shall deliver such Certificated Convertible Preference Shares to the Persons in whose names such Convertible Preference Shares are so registered in accordance with the instructions of DTC.

(v) Restrictions on Transfer and Exchange of Global Convertible Preference Shares. Notwithstanding any other provisions of this Certificate of Designation (other than the provisions set forth in paragraph ‎10(c)(vi)), Global Convertible Preference Shares may not be transferred as a whole except by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor depository or a nominee of such successor depository.

(vi) Authentication of Certificated Convertible Preference Shares . If at any time:

(A) DTC notifies the Company that DTC is unwilling or unable to continue as depository for the Global Convertible Preference Shares and a successor depository for the Global Convertible Preference Shares is not appointed by the Company within 90 days after delivery of such notice;

(B) DTC ceases to be a clearing agency registered under the Exchange Act and a successor depository for the Global Convertible Preference Shares is not appointed by the Company within 90 days; or

(C) the Company, in its sole discretion, notifies the Transfer Agent in writing that it elects to cause the issuance of Certificated Convertible Preference Shares under this Certificate of Designation,

then the Company will execute, and the Transfer Agent, upon receipt of a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company requesting the authentication and delivery of Certificated Convertible Preference Shares to the Persons designated by the Company, will authenticate and deliver Certificated Convertible Preference Shares equal to the number of Convertible Preference Shares represented by the Global Convertible Preference Shares, in exchange for such Global Convertible Preference Shares.

(vii) Cancellation or Adjustment of Global Convertible Preference Shares . At such time as all beneficial interests in Global Convertible Preference Shares have either been exchanged for Certificated Convertible Preference Shares, converted or canceled, such Global Convertible Preference Shares shall be returned to DTC for cancellation or retained and canceled by the Transfer Agent. At any time prior to such cancellation, if any beneficial interest in Global Convertible Preference Shares is exchanged for Certificated Convertible Preference Shares, converted or canceled, the number of Convertible Preference Shares represented by such Global Convertible Preference Shares shall be reduced and an adjustment shall be made on the books and records of the Transfer Agent with respect to such Global Convertible Preference Shares, by the Transfer Agent or DTC, to reflect such reduction.

(viii) Obligations with Respect to Transfers and Exchanges of Convertible Preference Shares .

(A) To permit registrations of transfers and exchanges, the Company shall execute and the Transfer Agent shall authenticate Certificated Convertible Preference Shares and Global Convertible Preference Shares as required pursuant to the provisions of this paragraph 10.

(B) All Certificated Convertible Preference Shares and Global Convertible Preference Shares issued upon any registration of transfer or exchange of Certificated Convertible Preference Shares or Global Convertible Preference Shares shall be the valid securities of the Company, entitled to the same benefits under this Certificate of Designation as the Certificated Convertible Preference Shares or Global Convertible Preference Shares surrendered upon such registration of transfer or exchange.

(C) Prior to due presentment for registration of transfer of any Convertible Preference Shares, the Transfer Agent and the Company may treat the Person in whose name such Convertible Preference Shares are registered as the absolute owner of such Convertible Preference Shares and neither the Transfer Agent nor the Company shall be affected by notice to the contrary.

(D) No service charge shall be made to a Holder for any registration of transfer or exchange upon surrender of any Convertible Preference Shares certificate or Common Shares certificate at the office of the Transfer Agent maintained for that purpose. However, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Convertible Preference Shares certificates or Common Shares certificates.

(ix) No Obligation of the Transfer Agent .

(A) The Transfer Agent shall have no responsibility or obligation to any beneficial owner of Global Convertible Preference Shares, a member of, or a participant in DTC or any other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Convertible Preference Shares or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount, under or with respect to such Global Convertible Preference Shares. All notices and communications to be given to the Holders and all payments to be made to Holders under the Convertible Preference Shares shall be given or made only to the Holders (which shall be DTC or its nominee in the case of the Global Convertible Preference Shares). The rights of beneficial owners in any Global Convertible Preference Shares shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Transfer Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(B) The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under applicable law with respect to any transfer of any interest in any Convertible Preference Shares (including any transfers between or among DTC participants, members or beneficial owners in any Global Convertible Preference Shares), other than to examine the same to

determine substantial compliance as to form with the express requirements hereof.

(d) Replacement Certificates . If a mutilated Convertible Preference Shares certificate is surrendered to the Transfer Agent or if the Holder of a Convertible Preference Shares certificate claims that the Convertible Preference Shares certificate has been lost, destroyed or wrongfully taken, the Company shall issue and the Transfer Agent shall countersign a replacement Convertible Preference Shares certificate if the reasonable requirements of the Transfer Agent are met. If required by the Transfer Agent or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Transfer Agent to protect the Company and the Transfer Agent from any loss which either of them may suffer if a Convertible Preference Shares certificate is replaced. The Company and the Transfer Agent may charge the Holder for their expenses in replacing a Convertible Preference Shares certificate.

(e) Temporary Certificates . Until definitive Convertible Preference Shares certificates are ready for delivery, the Company may prepare and the Transfer Agent shall countersign temporary Convertible Preference Shares certificates. Temporary Convertible Preference Shares certificates shall be substantially in the form of definitive Convertible Preference Shares certificates but may have variations that the Company considers appropriate for temporary Convertible Preference Shares certificates. Without unreasonable delay, the Company shall prepare and the Transfer Agent shall countersign definitive Convertible Preference Shares certificates and deliver them in exchange for temporary Convertible Preference Shares certificates.

(f) Cancellation . (i) In the event the Company shall purchase or otherwise acquire Certificated Convertible Preference Shares, the same shall thereupon be delivered to the Transfer Agent for cancellation.

(ii) At such time as all beneficial interests in Global Convertible Preference Shares have either been exchanged for Certificated Convertible Preference Shares, converted, repurchased or canceled, such Global Convertible Preference Shares shall thereupon be delivered to the Transfer Agent for cancellation.

(iii) The Transfer Agent and no one else shall cancel and destroy all Convertible Preference Shares certificates surrendered for transfer, exchange, replacement or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Transfer Agent to deliver canceled

Convertible Preference Shares certificates to the Company. The Company may not issue new Convertible Preference Shares certificates to replace Convertible Preference Shares certificates to the extent they evidence Convertible Preference Shares which the Company has purchased or otherwise acquired.

11. Additional Rights of Holders. [Reserved.]

12. Other Provisions.

(a) With respect to any notice to a holder of Convertible Preference Shares that is required to be provided hereunder, neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other holders or affect the legality or validity of any distribution, rights, warrant, reclassification, consolidation, amalgamation, merger, conveyance, transfer, dissolution, liquidation or winding-up, or the vote upon any such action. Any notice that was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice.

(b) Convertible Preference Shares issued and converted shall be in compliance with the applicable requirements of Bermuda law, have the status of authorized but unissued preference the Company undesignated as to series and may, along with any and all other authorized but unissued preference shares of the Company, be designated or redesignated and issued or reissued, as the case may be, as part of any series of preference the Company, except that any issuance or reissuance of Convertible Preference Shares must be in compliance with this Certificate of Designation.

(d) All notice periods referred to herein shall commence on the date of the mailing of the applicable notice.

EXHIBIT A

FORM OF CONVERTIBLE PREFERENCE SHARES
FACE OF SECURITY

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OF PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE& CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE& CO. HAS AN INTEREST HEREIN.](1)

(1) Subject to removal if not a global security.

Certificate Number	Number of Cumulative Convertible
	Perpetual Preference Shares
[ · ]	[ · ]

CUSIP NO.: [ · ]

4.875% Cumulative Convertible Perpetual Preference Shares
(liquidation preference US$100.00 per Cumulative
Convertible Perpetual Preference Share)
of
Bunge Limited

Bunge Limited, a limited liability company formed under the laws of Bermuda (the “ Company ”), hereby certifies that CEDE&CO. (the “ Holder ”) is the registered owner of [ · ] fully paid and non-assessable preference shares of the Company designated the 4.875% Cumulative Convertible Perpetual Preference Shares (liquidation preference US$100.00 per Convertible Preference Share) (the “ Convertible Preference Shares ”). The Convertible Preference Shares are transferable on the register of members of the Company by the Transfer Agent, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Convertible Preference Shares represented hereby are set forth in and such shares shall in all respects be subject to the provisions of the Certificate of Designation authorized November 13, 2006, as the same may be amended from time to time (the “ Certificate of Designation ”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and by the memorandum of association and bye-laws of the Company and is entitled to the benefits thereunder.

Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, these Convertible Preference Shares shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has executed this certificate this [ · ] day of November, 2006.

	BUNGE LIMITED


	By:
		Name:
		Title:



	By:
		Name:
		Title:

TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION

These are the Convertible Preference Shares referred to in the within-mentioned Certificate of Designation.

Dated: , 2006

	MELLON INVESTOR SERVICES LLC, as Transfer Agent,


	By:
		Authorized Signatory

REVERSE OF SECURITY

Dividends on each Convertible Preference Share shall be payable at a rate per annum set forth in the face hereof or as provided in the Certificate of Designation.

The Convertible Preference Shares shall be convertible into the Company’s Common Shares in the manner and according to the terms set forth in the Certificate of Designation.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the Convertible Preference Shares evidenced hereby to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints:

agent to transfer the Convertible Preference Shares evidenced hereby on the register of members of the Company. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Convertible Preference Shares Certificate)

Signature Guarantee:(2)

(2) (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

EXHIBIT B

NOTICE OF CONVERSION

(To be Executed by the Holder
in order to Convert the Convertible Preference Shares)

The undersigned hereby irrevocably elects to convert (the “ Conversion ”) 4.875% Cumulative Convertible Perpetual Preference Shares (the “ Convertible Preference Shares ”), represented by share certificate No(s)_______________ (the “ Convertible Preference Shares Certificates ”) into common shares (“ Common Shares ”) of Bunge Limited (the “ Company ”) according to the conditions of the Certificate of Designation of the Convertible Preference Shares (the “ Certificate of Designation ”), as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith the Convertible Preference Shares Certificates. No fee will be charged to the holder for any conversion, except for transfer taxes, if any. A copy of each Convertible Preference Shares Certificate is attached hereto (or evidence of loss, theft or destruction thereof).

The undersigned represents and warrants that all offers and sales by the undersigned of the Common Shares issuable to the undersigned upon conversion of the Convertible Preference Shares shall be made pursuant to registration of the Common Shares under the Securities Act of 1933 (the “ Act ”), or pursuant to any exemption from registration under the Act.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate of Designation.

Date of Conversion:

Applicable Conversion Price:

Number of Convertible Preference Shares to be Converted:

Number of Common Shares to be Issued:*

Signature:

Name:

Address:**

Fax No.:

* The Company is not required to issue Common Shares until the original Convertible Preference Shares Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Company or its Transfer Agent. The Company shall issue and deliver certificates representing its Common Shares to an overnight courier not later than three business days following receipt of the original Convertible Preference Shares Certificate(s) to be converted.

** Address where certificates representing Common Shares and any other payments or certificates shall be sent by the Company.