BUNGE LIMITED 2016 EQUITY INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNIT AGREEMENT

EXHIBIT A

BUNGE LIMITED

2016 EQUITY INCENTIVE PLAN

GLOBAL RESTRICTED STOCK UNIT AGREEMENT

TERMS AND CONDITIONS

This Appendix, which is part of the Agreement, includes additional or different terms and conditions that govern the RSUs and that will apply to you if you are in one of the countries listed below.  Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings ascribed to them in the Plan or the Global Restricted Stock Unit Agreement, as applicable.

If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to you under these circumstances.

NOTIFICATIONS

This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan.  The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2016.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because such information may be outdated when you vest in this Award and/or sell any Shares acquired at vesting.

In addition, the information contained herein is general in nature and may not apply to your particular situation.  As a result, the Company is not in a position to assure you of any particular result.  You, therefore, are encouraged to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation.

Finally, if you are a citizen or resident of a country other than that in which you are currently working and/or residing, are considered a resident of another country for local law purposes or transfer residency to a different country after the Date of Grant, the information contained herein may not apply in the same manner to you.

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ARGENTINA

Notifications

Securities Law Information.  Nether the RSUs nor the Shares subject to the RSUs are publicly offered or listed on any stock exchange in Argentina.  The offer is private and not subject to the supervision of any Argentine governmental authority.

Foreign Asset/Account Reporting Information.  If you hold Shares (acquired upon settlement of the RSUs, any Dividend Equivalents or otherwise) as of December 31, you are required to report certain information regarding the Shares on your annual tax return.  In addition, when you acquire, sell, transfer or otherwise dispose of Shares, you must register the transaction with the Federal Tax Administration.

AUSTRALIA

Notifications

Australian Offer Document.  The offer of RSUs (including the Dividend Equivalents) is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000.  Additional details are set forth in the Offer Document, which will be provided to you with this Agreement.

Tax Information.  The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (the “Act”) (subject to the conditions in the Act).

BELGIUM

Notifications

Foreign Asset/Account Reporting Information.  You are required to report any securities (e.g., Shares acquired under the Plan) or bank accounts (including brokerage accounts) held outside of Belgium on your annual tax return.  You are also required to complete a separate report providing the National Bank of Belgium with details regarding any such account, including the account number, the name of the bank in which such account is held and the country in which such account is located.

BRAZIL

Terms and Conditions

Nature of Grant.  The following provision supplements Section 9 of this Agreement:

In accepting the RSUs, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to vest in, and receive Shares pursuant to, the RSUs (including any Dividend Equivalents) only if the vesting conditions are met and any necessary services are rendered by you between the Date of Grant and the Vesting Date, and (iii) the value of the underlying Shares is not fixed and may increase or decrease without compensation to you.

Compliance with Law.  In accepting the RSUs, you agree to comply with all applicable Brazilian laws and report and pay any and all applicable Tax-Related Items associated with the vesting and settlement of the RSUs (including any Dividend Equivalents), the sale of any Shares acquired under the Plan, and the receipt of any dividends.

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Notifications

Foreign Asset/Account Reporting Information.  If you are a resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000.  The assets and rights that must be reported include Shares acquired under the Plan.

Tax on Financial Transaction (“IOF”).  Cross-border financial transactions relating to the RSUs (including any Dividend Equivalents) may be subject to the IOF (tax on financial transactions).  You are encouraged to consult with your personal tax advisor for additional details.

CANADA

Terms and Conditions

Form and Timing of Payment.  The following provision supplements Section 4 of this Agreement:

Notwithstanding anything to the contrary in the Agreement or Section 5.4 of the Plan, the RSUs (including any Dividend Equivalents) will be settled in Shares only, not cash.

Forfeiture upon Termination of Services.  The following provision replaces Section 9(l) of this Agreement:

(l) For purposes of the RSUs (including any Dividend Equivalents), your employer-employee or service relationship will be considered terminated as of the date that is the earlier of: (i) the date of termination of employment, (ii) the date you receive notice of termination from the Employer, or (iii) the date you are no longer actively providing services (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).  The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence).

The following provisions will apply if you are a resident of Quebec:

Language Consent.  The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention (« Agreement »), ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.

Data Privacy.  The following provision supplements Section 26 of this Agreement:

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan.  You further authorize the Company, the Employer, its other Subsidiaries and the Committee to disclose and discuss the Plan with their advisors.  You further authorize the Company, the Employer and any other Subsidiary to record such information and to keep such information in your employee file.

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Notifications

Securities Law Information.  You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any, provided the sale of the Shares acquired under Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed (i.e., the New York Stock Exchange).

Foreign Asset/Account Reporting Information.  If you are a Canadian resident, you must report annually on Form T1135 (Foreign Income Verification Statement) the foreign property (including Shares acquired under the Plan) you hold if the total cost of such foreign property exceeds C$100,000 at any time during the year.  Unvested RSUs (including any Dividend Equivalents) also must be reported (generally at nil cost) on Form T1135 if the C$100,000 threshold is exceeded due to other foreign property you hold.  If Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares.  The ACB would normally equal the fair market value of the Shares at vesting, but if you own other shares, this ACB may have to be averaged with the ACB of the other shares.  The Form T1135 must be filed at the same time you file your annual tax return.  You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.

CHINA

Terms and Conditions

Form and Timing of Payment.  The following provision supplements Section 4 of this Agreement.

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in China. In no event will payments under the Plan be made to you into an account outside of China.

COLOMBIA

Terms and Conditions

Labor Law Acknowledgement.  You acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do not constitute a component of “salary” for any purposes.  Therefore, the RSUs and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance contributions and/or any other labor-related amount which may be payable.

Securities Law Information.  The Shares are not and will not be registered in the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores).  Therefore, the Shares may not be offered to the public in Colombia.  Nothing in this document should be construed as the making of a public offer of securities in Colombia.

Notifications

Exchange Control Information.  Investment in assets located abroad (such as Shares acquired under the Plan) does not require prior approval.  However, if the value of your aggregate investments held abroad,

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including Shares, as of December 31 of the applicable calendar year equals or exceeds US$500,000, these investments must be registered with the Central Bank (Banco de la Republica).  Upon the sale or disposition of the investments, you may either choose to keep the resulting sums abroad or to repatriate them to Colombia. If you choose to repatriate funds to Colombia and you have not registered the investment with the Central Bank, you will need to file Form No. 5 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction. If you have registered the investment with the Central Bank, then you will need to file Form No. 4 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction.  If you immediately sell the Shares acquired upon vesting of the RSUs, no registration is required since no Shares will be held abroad.  You are advised to consult with a personal advisor to ensure you comply with the applicable reporting obligations.

FINLAND

There are no country-specific provisions.

FRANCE

Terms and Conditions

Language.  By accepting the grant, you confirm having read and understood the Plan and Agreement which were provided in the English language.  You accept the terms of these documents accordingly.

En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Vous acceptez les termes de ces documents en connaissance de cause.

Notifications

Tax Information.  The RSUs (including any Dividend Equivalents) are not intended to be French tax-qualified awards.

Foreign Asset/Account Reporting Information.  French residents must report all foreign bank and brokerage accounts on an annual basis (including accounts opened or closed during the tax year) on a specific form together with the income tax return.  Failure to comply could trigger significant penalties.

GERMANY

There are no country-specific provisions.

HUNGARY

There are no country-specific provisions.

INDIA

Notifications

Exchange Control Information.  You are required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90 days of receipt and any dividends within 180 days of receipt.  You must obtain a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.  You are responsible for complying with applicable exchange control laws in India.

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Because exchange control restrictions in India change frequently, you are advised to consult with your personal advisor before taking any action under the Plan.

Foreign Asset/Account Reporting Information.  You are required to declare any foreign bank accounts and any foreign financial assets (including Shares held outside India) in your annual tax return.  You are solely responsible for complying with this reporting obligation and are encouraged to consult with your personal tax advisor in this regard.

ITALY

Terms and Conditions

Data Privacy.  The following provisions replace Section 26 of this Agreement in its entirety:

You understand that the Company, the Employer and any other Subsidiary may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all RSUs, or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the exclusive purpose of implementing, managing and administering the Plan.

You also understand that providing the Company with Data is necessary for the performance of the Plan and that your refusal to provide Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan.  The controller of personal data processing is Bunge Limited with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Bunge Italia Spa., with registered offices at Via Baiona, 203 -  48123 Ravenna, Italy.

You understand that Data will not be publicized.  You understand that Data may also be transferred to the independent registered public accounting firm engaged by the Company.  You further understand that the Company and/or its Subsidiaries, will transfer Data among themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company and its Subsidiaries may each further transfer Data to banks, other financial institutions, brokers or other third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom you may elect to deposit any Shares acquired at vesting of the RSUs (including any Dividend Equivalents).  Such recipients may receive, possess, process, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your participation in the Plan.  You understand that these recipients may be located in or outside the European Economic Area, such as in the U.S. or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not

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require your consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan.  You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.

Furthermore, you are aware that Data will not be used for direct-marketing purposes.  In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting your local human resources representative.

Plan Document Acknowledgement.  You acknowledge that you have read and specifically and expressly approve, without limitation, the following sections of this Agreement:  Sections 6, 7, 8, 9, 11, 15, 17, 20 and the Data Privacy provisions include in this Appendix.

Notifications

Foreign Asset/Account Reporting Information.  If at any time during the fiscal year you hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy, you are required to report these assets on your annual tax return (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due.  These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.

Foreign Asset Tax Information.  The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax.  Financial assets include Shares acquired under the Plan.  The taxable amount will be the fair market value of the financial assets assessed at the end of the calendar year.  You are encouraged to consult with your personal tax advisor about the foreign financial assets tax.

MEXICO

Terms and Conditions

Acknowledgement of the Agreement.  In accepting the Award granted hereunder, you acknowledge that you have received a copy of the Plan, have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this Agreement.  You further acknowledge that you have read and specifically and expressly approve the terms and conditions of Section 9 of this Agreement, in which the following is clearly described and established:

(1)                                 Your participation in the Plan does not constitute an acquired right.

(2)                                 The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.

(3)                                 Your participation in the Plan is voluntary.

(4)                                 The Company and the Bunge Group are not responsible for any decrease in the value of the RSUs granted and/or Shares issued under the Plan.

Labor Law Acknowledgement and Policy Statement.  In accepting any Award granted hereunder, you expressly recognize that the Company, with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A. is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is Servicios Bunge, S.A. de C.V.  or  Servicios Molinos Bunge de México, S.A. de C.V., as applicable,

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(“Bunge-Mexico”).  Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and the Employer, Bunge-Mexico, and do not form part of the employment conditions and/or benefits provided by Bunge-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.

Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad release to the Company, its Subsidiaries, shareholders, officers, agents or legal representatives with respect to any claim that may arise.

Spanish Translation

Reconocimiento del Otorgamiento.  Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce que ha recibido una copia del Plan, que ha revisado el Plan y el Acuerdo en su totalidad, además y que comprende y está de acuerdo con todas las disposiciones del Plan y del Acuerdo.  Asimismo, usted reconoce que ha leído y manifiesta específicamente y expresamente que aprueba de los términos y las condiciones establecidos en la Sección 9 del Acuerdo, en los que se establece y describe claramente que:

(1)                                 Su participación en el Plan no constituye un derecho adquirido.

(2)                                 El Plan y su participación en el mismo son ofrecidos por la Compañía de forma completamente discrecional.

(3)                                 Su participación en el Plan es voluntaria.

(4)                                 La Compañía y sus filiales (el “Bunge Group”) no son responsables de ninguna disminución en el valor de las Acciones Restringidas (“RSUs,” por sus siglas en Inglés) o de las Acciones emitidas mediante el Plan.

Reconocimiento de la Ley Laboral y Declaración de Política.  Al aceptar cualquier Otorgamiento bajo este documento, usted reconoce expresamente que la Compañía, con oficinas registradas y localizadas en 50 Main Street, White Plains, New York, 10606, U.S.A., es la única responsable por la administración del Plan y que su participación en el mismo y la adquisición de Acciones no constituyen de ninguna manera una relación laboral entre usted y la Compañía, debido a que su participación en el Plan es únicamente una relación comercial y su único empleador es Servicios Bunge, S.A. de C.V.  o  Servicios Molinos Bunge de México, S.A. de C.V., como sea aplicable (“Bunge-México”).  Derivado de lo anterior, usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la participación en el mismo no establecen ningún derecho entre usted y el Empleador, Bunge-México, y no forman parte de las condiciones laborales y/o los beneficios otorgados por Bunge-México, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o desmejora de los términos y las condiciones de su trabajo.

Asimismo, usted entiende que su participación en el Plan se ha resultado de la decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna responsabilidad para usted.

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Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia usted exime amplia y completamente a la Compañía de toda responsabilidad, como así también a sus Filiales, accionistas, directores, agentes o representantes legales con respecto a cualquier demanda que pudiera surgir.

NETHERLANDS

There are no country-specific provisions.

PARAGUAY

There are no country-specific provisions.

PHILIPPINES

Notifications

Securities Law Information.  You are permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares takes place outside the Philippines through the facilities of a stock exchange on which the Shares are listed.  The Shares are currently listed on the New York Stock Exchange in the U.S.

POLAND

Notifications

Exchange Control Information.  If you hold foreign securities (including Shares) and maintain accounts abroad, you will be required to file certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the value of such transactions or balances exceeds PLN 7,000,000 in the aggregate.  If required, you must file reports on the transactions and balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.

In addition, if you transfer funds in excess of €15,000 into Poland in connection with the sale of Shares under the Plan, the funds must be transferred via a bank account held at a bank in Poland.  You are required to retain the documents connected with a foreign exchange transaction for a period of five years, as measured from the end of the year in which such transaction occurred.

ROMANIA

Notifications

Exchange Control Information.  If you deposit the proceeds from the sale of Shares issued to you at vesting and settlement of the RSUs (including any Dividend Equivalents) in a bank account in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds.  You should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

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RUSSIA

Terms and Conditions

U.S. Transaction and Sale Restrictions.  You understand that your acceptance of the RSUs results in a contract between you and the Company that is completed in the U.S. and that this Agreement is governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof.  Further, any Shares to be issued to you upon vesting and settlement of the Award shall be delivered to you through a bank or brokerage account in the U.S.  You are not permitted to sell the Shares directly to other Russian legal entities or residents.

Securities Law Requirements.  Any RSUs granted hereunder, this Agreement, the Plan and all other materials you may receive regarding your participation in the Plan or any RSUs granted hereunder do not constitute advertising or an offering of securities in Russia.  The issuance of Shares under the Plan has not and will not be registered in Russia; therefore, Shares may not be offered or placed in public circulation in Russia.

In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be maintained on your behalf in the U.S.

Exchange Control Requirements.  You understand and agree that, pursuant to Russian exchange control requirements, you will be required to repatriate to Russia the cash proceeds from the sale of the Shares issued to you upon settlement of the RSUs and from the receipt of any Dividend Equivalents paid on such Shares, unless such proceeds will be paid into and held in your brokerage account in the U.S., for example, for reinvestment purposes.  As an express statutory exception to this requirement, cash dividends (but not Dividend Equivalents) paid on Shares can be paid directly into a foreign bank or brokerage account opened with a foreign bank located in Organisation for Economic Co-operation and Development (“OECD”) or Financial Action Task Force (“FATF”) countries, without first remitting them to a bank account in Russia.  Other statutory exceptions may apply, and you should consult with your personal legal advisor in this regard.

You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in Russia.  Without limiting the generality of the foregoing, you acknowledge that the Company reserves the right, in its sole discretion depending on developments in Russian exchange control laws and regulations, to force the immediate sale of any Shares to be issued upon vesting of the RSUs.  You further agree that, if applicable, the Company is authorized to instruct Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to assist with the mandatory sale of such Shares (on your behalf pursuant to this authorization) and you expressly authorize Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to complete the sale of such Shares.  You further acknowledge that Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the Company) is under no obligation to arrange for the sale of the Shares at any particular trading price.  Upon the sale of Shares, you will receive the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject to your obligations in connection with the Tax-Related Items.

You are strongly encouraged to contact your personal advisor to confirm the applicable Russian exchange control rules because significant penalties may apply in the case of non-compliance and because exchange control requirements may change.

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Labor Law Acknowledgement.  You acknowledge that if you continue to hold Shares acquired under the Plan after an involuntary termination of your employment, you will not be eligible to receive unemployment benefits in Russia.

Notifications

Foreign Asset/Account Reporting Information.  Russian residents are required to notify Russian tax authorities within one (1) month of opening, closing or changing the details of a foreign account.  Russian residents also are required to report (i) the beginning and ending balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax authorities, on or before June 1 of the following year.  The tax authorities can require you to provide appropriate supporting documents related to transactions in a foreign bank account.  You are encouraged to contact your personal advisor before remitting your proceeds from participation in the Plan to Russia as exchange control requirements may change.

Anti-Corruption Legislation Information.  Individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including Shares acquired under the Plan).  You should consult with your personal legal advisor to determine whether this restriction applies to your circumstances.

SINGAPORE

Terms and Conditions

Restriction on Sale and Transferability.  You hereby agree that any Shares acquired pursuant to the RSUs will not be offered for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer is made pursuant to one or more exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“ SFA” ).

Notifications

Securities Law Information.  The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a view to the RSUs being subsequently offered for sale to any other party.  The Plan has not and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

Chief Executive Officer and Director Notification Requirement.  The Chief Executive Officer (“CEO”) and the directors, associate directors and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act.  The CEO, directors, associate directors and shadow directors must notify the Singapore Subsidiary in writing of an interest (e.g., RSUs, Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest (e.g., when the Shares are sold), or (iii) becoming the CEO or a director, associate director or shadow director.

SOUTH AFRICA

Terms and Conditions

Tax Withholding.  The following provision supplements Section 7 of this Agreement:

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By accepting the RSUs, you agree that, immediately upon vesting and settlement of the RSUs, you will notify your Employer of the amount of any gain realized.  If you fail to advise the Employer of the gain realized upon vesting and settlement, you may be liable for a fine.  You will be solely responsible for paying any difference between your actual tax liability and the amount withheld by the Employer.

Notifications

Exchange Control Information.  Because no transfer of funds from South Africa is required under the RSUs, no filing or reporting requirements should apply when the RSUs are granted or when Shares are issued upon vesting and settlement of the RSUs.  However, because the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the RSUs to ensure compliance with current regulations.  You are responsible for ensuring compliance with all exchange control laws in South Africa.

SPAIN

Terms and Conditions

Labor Law Acknowledgement.  The following provision supplements Section 9 of this Agreement:

By accepting the RSUs granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.

You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Plan to individuals who may be members of the Board or Employees throughout the world.  The decision is a limited decision, which is entered into upon the express assumption and condition that any RSUs granted will not economically or otherwise bind the Company or any of its Subsidiaries on an ongoing basis, other than as expressly set forth in this Agreement.  Consequently, you understand that the RSUs granted hereunder are given on the assumption and condition that they shall not become a part of any employment contract (either with the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.  Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant of RSUs since the future value of the RSUs and the underlying Shares is unknown and unpredictable.  In addition, you understand that any RSUs granted hereunder would not be made but for the assumptions and conditions referred to above; thus, you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of RSUs or right to RSUs shall be null and void.

Further, the vesting of the RSUs is expressly conditioned on your continued and active rendering of service, such that if your employment terminates for any reason whatsoever, the RSUs may cease vesting immediately, in whole or in part, effective on the date of your termination of employment (unless otherwise specifically provided in Section 6 of the Agreement).  This will be the case, for example, even if (i) you are considered to be unfairly dismissed without good cause (i.e., subject to a “despido improcedente”); (ii) you are dismissed for disciplinary or objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment or contractual condition; (iv) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (v) your employment terminates for any other reason whatsoever.  Consequently, upon termination of your employment for any of the above reasons, you may automatically lose any rights to RSUs that were not vested on the date of your termination of employment, as described in the Plan and this Agreement.

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Finally, you acknowledge that you have read and specifically accept the conditions referred to in Section 6 of this Agreement.

Notifications

Securities Law Information.  No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory regarding the RSUs.  No public offering prospectus has been, nor will it be, registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission) (“CNMV”).  Neither the Plan nor this Agreement constitute a public offering prospectus and neither has been, nor will either be, registered with the CNMV.

Exchange Control Information.  To participate in the Plan, you must comply with exchange control regulations in Spain.  You are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.

You also must declare any Shares that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of Industry, Tourism and Commerce (the “DGCI”).  After the initial declaration, the declaration must be filed with the DGCI on a Form D-6 on an annual basis each January while the Shares are owned.  However, if the value of the Shares acquired under the Plan or the amount of the sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.

Foreign Asset/Account Reporting Information.  If you hold rights or assets (e.g., Shares or cash held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset (e.g., Shares, cash, etc.) as of December 31, you are required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or you sell or otherwise dispose of previously-reported rights or assets.  The reporting must be completed by the following March 31.

SWITZERLAND

Notifications

Securities Law Information.  The Awards are not intended to be publicly offered in or from Switzerland.  Because this is a private offering in Switzerland, the RSUs are not subject to registration in Switzerland.  Neither this document nor any other materials relating to the RSUs constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations.  Finally, neither this document nor any other materials relating to the RSUs may be publicly distributed nor otherwise made publicly available in Switzerland.

TURKEY

Notifications

Securities Law Information.  The RSUs are made available only to Employees and the offer of participation in the Plan is a private offering.  The grant of RSUs and the issuance of Shares at vesting take place outside of Turkey.  Furthermore, the sale of Shares acquired under the Plan is not permitted within Turkey.  The Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker symbol “BG” and Shares may be sold on this exchange.

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Financial Intermediary Information.  Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“Decree 32”) and Communiqué No. 2008-32/34 on Decree No. 32, any activity related to investments in foreign securities (e.g., the sale of Shares acquired under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and should be reported to the Turkish Capital Markets Board.  You are solely responsible for complying with this requirement and should contact your personal legal advisor for further information regarding your obligations in this respect.

UKRAINE

Terms and Conditions

Form and Timing of Payment.  The following provision supplements Section 4 of this Agreement.

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in the Ukraine. In no event will payments under the Plan be made to you into an account outside of the Ukraine.

UNITED KINGDOM

Terms and Conditions

Tax Withholding.  The following provisions supplement Section 7 of this Agreement:

You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe at vesting of the RSUs (including any Dividend Equivalents), or the release or assignment of the RSUs (including any Dividend Equivalents) for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”) within 90 days of the U.K. tax year within which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective as of the Due Date.  You agree that the loan will bear interest at the Her Majesty’s Revenue and Customs’ (“HMRC”) official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set forth in Section 7 of this Agreement.

Notwithstanding the foregoing, if you are an executive officer or director (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply.  In the event that you are an executive officer or director and income tax is not collected from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions (“NICs”) may be due.  You will be responsible for reporting and accounting for any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable, for the value of any NICs due on this additional benefit, which the Company or the Employer may recover at any time thereafter by any of the means set forth in Section 7 of this Agreement.

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UNITED STATES

Notifications

Foreign Asset/Account Reporting Information.  The Foreign Account Tax Compliance Act (“FATCA”), pertains to U.S. citizens and/or U.S. taxpayers who participate in or hold equity-based awards (e.g., stock options, RSUs, performance units) in one or more equity compensation plans offered by the Company. Under FATCA, the Company is considered a “non-U.S. issuer” with the result that you may have reporting obligations on Form 8938 when filing your annual income tax return.  Information regarding Form 8938 is available at http://www.irs.gov/pub/irs-pdf/i8938.pdf.

These reporting obligations apply to the extent the aggregate value of your holdings (when aggregated with other specified foreign financial assets held by you) exceed certain thresholds.  The threshold amounts of the value of the equity holdings (and other foreign assets) that trigger the reporting obligations depend on your filing status (e.g., unmarried/married filing separately) and whether you reside in the U.S. or outside of the U.S.  Shares issued by a non-U.S. issuer that are held in a financial account maintained by a U.S. financial institution (such as a brokerage firm) are not subject to these reporting requirements.  However, it is not clear under current guidance whether rights to acquire Shares, such as RSUs (i.e., as opposed to Shares you own), are eligible for this exception.  You are encouraged to consult your personal tax advisor to determine whether these FATCA reporting requirements apply to you as a result of your equity holdings in the Company, including the RSUs or Shares you acquire under the Plan.

URUGUAY

There are no country-specific provisions.

VIETNAM

Terms and Conditions

Form and Timing of Payment.  The following provision supplements Section 4 of this Agreement.

Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs (including any Dividend Equivalents).  Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares (including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.

Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in Vietnam. In no event will payments under the Plan be made to you into an account outside of Vietnam.

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