partnering for the future to the discretion of Bunge’s compensation committee, in cash, in Bunge Limited common shares or a combination thereof, once the specified terms and conditions of the award are satisfied. At the time of pay out, a participant holding a vested performance- based restricted stock unit award will also be entitled to receive corresponding dividend equivalent payments. The time-vested restricted stock unit awards are subject to vesting periods varying from three to four years and vest on a pro-rata basis over the applicable vesting period or at the end  of the applicable vesting period. Vesting may be accelerated  in certain circumstances such as a change in control of Bunge.  The time-vested restricted stock units are paid out in Bunge Limited common shares once the applicable vesting terms are satisfied. At the time of pay out, a participant holding a time- vested restricted stock unit award will also be entitled to receive corresponding dividend equivalent payments. Compensation expense related to these restricted stock unit awards is based on the quoted market price of Bunge’s common shares and is recorded in the consolidated statements of income based on the vesting terms. In accordance with APB No. 25, Bunge recorded compensation expense of $25 million, $9 million and $7 million for the years ended December 31, 2004, 2003 and 2002, respectively, for grants of restricted stock unit awards. At December 31, 2004 and 2003, there were 763,208 and 452,862, respectively, of primarily performance-based restricted stock units granted that had not yet vested. During 2004, Bunge issued approximately 74,894 shares with a weighted average  fair value of $38.52 per share primarily pursuant to outstanding performance-based restricted stock unit awards that had become vested. non-employee directors’ equity incentive plan In 2001, Bunge established its Non-Employee Directors’ Equity Incentive Plan (Directors’ Plan). The Directors’ Plan is a shareholder approved plan. The Directors’ Plan provides for awards of non-statutory stock options to non-employee directors. The options vest and are exercisable on the January 1st following the date of grant, assuming the director continues service as a member of the Board of Directors of Bunge until such date. Vesting may be accelerated in certain situations such as a change in control of Bunge. available options Bunge has reserved 11,067,145 and 553,357 common shares for grants of stock options and other stock awards under the Equity Incentive Plan and the Directors’ Plan, respectively. At December 31, 2004, 5,322,918 and 166,357 common shares were available for grant under the Equity Incen- tive Plan and Directors’ Plan, respectively. The Equity Incentive Plan and the Directors’ Plan provide that up to 10.0% and 0.5%, respectively, of Bunge’s total outstanding common shares may be reserved for issuance pursuant to awards under the plans. Therefore, the number of shares reserved under the plans will increase as the number of Bunge’s total issued common shares outstanding increases. A summary of Bunge’s stock option activity for the Equity Incentive Plan and the Directors’ Plan and related information was as follows: 81 Weighted Average Exercise Number of Price Shares per Share Options outstanding at  January 1, 2002 2,137,372 $16.74 Granted 1,164,100 21.61 Exercised (83,500) 16.91 Forfeited (37,213) 15.95 Expired – – Options outstanding at  December 31, 2002 3,180,759 $18.53 Granted 1,123,800 25.22 Exercised (407,653) 17.54 Forfeited (21,666) 20.38 Expired – – Options outstanding  at December 31, 2003 3,875,240 $20.57 Granted 8 80 01 1,,6 60 00 0 3 36 6..9 93 3 Exercised ((9 91 13 3,,2 23 38 8)) 1 19 9..0 09 9 Forfeited ((4 43 3,,3 30 00 0)) 2 26 6..0 00 0 Expired – – Options outstanding at  December 31, 2004 3 3,,7 72 20 0,,3 30 02 2 $ $2 24 4..4 40 0 Exercisable options:  December 31, 2002 973,378 $17.09 December 31, 2003 1,726,865 $18.28 December 31, 2004 1 1,,9 95 50 0,,7 70 06 6 $ $1 19 9..4 49 9