EXHIBIT 99.2

Note 2: Table II, Item 6:  Restricted Stock Award granted January 12, 2004,
pursuant to the Plan.  The shares granted under this award will vest, if
at all, prior to January 12, 2008 (i) upon Mr. Aguirre's death or
Disability; (ii) upon a Change of Control or (iii) (a) as to 30,000 shares
if Chiquita's Common Stock achieves a price of at least $26 per share over
any 40 consecutive trading-day period and (b) in additional increments of
30,000 shares, in each case if and when the price of Chiquita's Common
Stock, calculated as set forth above, is at least $28, $30, $32 or $34 per
share.  If, prior to January 12, 2008, Mr. Aguirre's Service with the
Company terminates for Good Reason or is terminated by the Company other
than for Cause and between the date of termination and January 12, 2008 the
price of Chiquita's Common Stock calculated as set forth above achieves one
or more of the reference prices which would lead to vesting of shares under
this award, then Mr. Aguirre will be entitled to receive that number of
shares determined by multiplying the number of shares which would have
vested had his Service not so terminated by a fraction, the numerator of
which is the number of full and partial years elapsed from and including
January 12, 2004 to the date of termination and the denominator of which is
four (4).  Any Shares not vested on January 12, 2008 will be forfeited.