10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission file number 1-1550

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey
(State or Other Jurisdiction of Incorporation or Organization)
04-1923360
(I.R.S. Employer Identification No.)

250 East Fifth Street
Cincinnati, Ohio 45202
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (513) 784-8000

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

          Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes x No o

          Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of July 31, 2002, there were 39,815,793 shares of Common Stock outstanding.

CHIQUITA BRANDS INTERNATIONAL, INC.

TABLE OF CONTENTS

		Page
PART I -	FINANCIAL INFORMATION
Item 1 -	Financial Statements
	Consolidated Statement of Income for the quarters ended     June 30, 2002, June 30, 2001 and March 31, 2002, and     for the six months ended June 30, 2001	3
	Consolidated Balance Sheet as of June 30, 2002,    December 31, 2001 and June 30, 2001	4
	Consolidated Statement of Cash Flow for the quarters ended June 30, 2002     and March 31, 2002, and for the six months ended June 30, 2001	5
	Notes to Consolidated Financial Statements	6
Item 2 -	Management’s Discussion and Analysis of Financial Condition     and Results of Operations	16
Item 3 -	Quantitative and Qualitative Disclosures About Market Risk	18
PART II -	OTHER INFORMATION
Item 1 -	Legal Proceedings	19
Item 6 -	Exhibits and Reports on Form 8-K	19

SIGNATURE 21

2

Part I - Financial Information

Item 1 - Financial Statements

CHIQUITA BRANDS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF INCOME (Unaudited)
(In thousands, except per share amounts)

	Reorganized Company*			Predecessor Company*
	Quarter Ended June 30, 2002			Quarter Ended June 30, 2001			Quarter Ended March 31, 2002			Six Months Ended June 30, 2001
Net sales	$	631,928		$	595,410		$	629,505		$	1,172,659
Operating expenses
Cost of sales		494,903			488,364			510,384			950,639
Selling, general and administrative		66,569			61,774			55,336			117,566
Depreciation		9,942			20,838			21,401			41,632
		571,414			570,976			587,121			1,109,837
Operating income		60,514			24,434			42,384			62,822
Interest income		1,016			2,104			624			5,155
Interest expense		(12,316	)		(32,037	)		(9,486	)		(64,731	)
Financial restructuring items		—			(1,989	)		(285,822	)		(3,106	)
Income (loss) before income taxes and       cumulative effect of a change in       method of accounting		49,214			(7,488	)		(252,300	)		140
Income taxes		(1,500	)		(3,500	)		(1,000	)		(7,000	)
Income (loss) before cumulative effect of       a change in method of accounting		47,714			(10,988	)		(253,300	)		(6,860	)
Cumulative effect of a change in method of    accounting		—			—			(144,523	)		—
Net income (loss)	$	47,714		$	(10,988	)	$	(397,823	)	$	(6,860	)
Basic and diluted earnings per common    share:
- Before cumulative effect of a change in       method of accounting	$	1.19		$	(0.19	)	$	(3.23	)	$	(0.19	)
- Cumulative effect of a change in       method of accounting		—			—			(1.85	)		—
- Net income (loss)	$	1.19		$	(0.19	)	$	(5.08	)	$	(0.19	)

*See Notes to Consolidated Financial Statements, including
Basis of Presentation describing the Reorganized Company and Predecessor Company.

3

CHIQUITA BRANDS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEET (Unaudited)
(In thousands, except share amounts)

	Reorganized Company*		Predecessor Company*
	June 30, 2002		December 31, 2001			June 30, 2001
ASSETS
Current assets
Cash and equivalents	$	65,247	$	70,428		$	127,775
Trade receivables (less allowances of $10,061, $11,902, and       $12,068)		244,252		193,945			216,269
Other receivables, net		76,344		80,378			91,114
Inventories		326,742		392,190			342,234
Other current assets		56,072		35,414			51,641
Total current assets		768,657		772,355			829,033
Property, plant and equipment, net		432,553		1,005,606			1,038,332
Investments and other assets, net		166,357		326,116			323,009
Intangibles, net		387,585		158,415			160,792
Total assets	$	1,755,152	$	2,262,492		$	2,351,166
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities not subject to compromise
Current liabilities
Notes and loans payable	$	9,979	$	53,374		$	46,268
Long-term debt due within one year
Parent company		—		—			858,579
Subsidiaries		51,748		56,376			45,605
Accounts payable		189,939		175,161			175,512
Accrued liabilities		97,329		102,452			159,960
Total current liabilities		348,995		387,363			1,285,924
Long-term debt of parent company		250,000		—			—
Long-term debt of subsidiaries		274,774		306,017			338,512
Accrued pension and other employee benefits		102,360		68,193			62,800
Other liabilities		105,133		89,505			91,898
Total liabilities not subject to compromise		1,081,262		851,078			1,779,134
Liabilities subject to compromise		—		962,820			—
Total liabilities		1,081,262		1,813,898			1,779,134
Shareholders’ equity
Preferred and preference stock		—		139,729			171,885
Common stock, $.01 par value (39,806,698 new shares, 78,273,183       and 73,525,270 old shares outstanding, respectively)		398		783			735
Capital surplus		625,539		881,192			849,083
Retained earnings (deficit)		47,714		(530,068	)		(418,160	)
Accumulated other comprehensive income (loss)		239		(43,042	)		(31,511	)
Total shareholders’ equity		673,890		448,594			572,032
Total liabilities and shareholders’ equity	$	1,755,152	$	2,262,492		$	2,351,166

*See Notes to Consolidated Financial Statements, including Basis of Presentation
describing the Reorganized Company and Predecessor Company.

4

CHIQUITA BRANDS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)
(In thousands)

	Reorganized Company*			Predecessor Company*
	Quarter Ended June 30, 2002			Quarter Ended March 31, 2002			Six Months Ended June 30, 2001
Cash provided (used) by:
Operations
Income (loss) before cumulative effect of a change in       method of accounting	$	47,714		$	(253,300	)	$	(6,860	)
Financial restructuring items		—			272,961			—
Depreciation and amortization		9,942			21,401			44,708
Parent company interest expense not paid		—			—			40,710
Collection of tax refund		—			—			9,456
Changes in current assets and liabilities and other		27,493			(33,954	)		25,277
Cash flow from operations		85,149			7,108			113,291
Investing
Capital expenditures		(10,522	)		(4,807	)		(15,530	)
Hurricane Mitch insurance proceeds		—			—			6,320
Long-term investments		—			—			(4,296	)
Proceeds from sales of property, plant and equipment		3,376			5,029			3,756
Other		(1,505	)		275			(510	)
Cash flow from investing		(8,651	)		497			(10,260	)
Financing**
Issuances of long-term debt		—			200			71,402
Repayments of long-term debt		(28,499	)		(9,948	)		(80,828	)
CBI credit facility amendment and other fees		(249	)		(7,393	)		—
Decrease in notes and loans payable		(39,353	)		(4,042	)		(62,754	)
Cash flow from financing		(68,101	)		(21,183	)		(72,180	)
Increase (decrease) in cash and equivalents		8,397			(13,578	)		30,851
Balance at beginning of period		56,850			70,428			96,924
Balance at end of period	$	65,247		$	56,850		$	127,775

______________

* See Notes to Consolidated Financial Statements, including Basis of Presentation
describing the Reorganized Company and Predecessor Company.

** On March 19, 2002, in accordance with the Company’s Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code, all previously existing parent company public debt ($861 million principal plus $102 million accrued interest) was exchanged for 95.5% of the new common stock of the Reorganized Company and $250 million of 10.56% Senior Notes due 2009.

5

CHIQUITA BRANDS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Basis of Presentation

            Chiquita Brands International, Inc. (“CBII”) and its subsidiaries (collectively, “Chiquita” or the “Company”) operate as a leading international marketer, producer and distributor of quality fresh fruits and vegetables and processed foods. On March 19, 2002, CBII, a parent holding company without business operations of its own, completed its previously announced financial restructuring when its pre-arranged Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Plan” or “Plan of Reorganization”) became effective. For financial reporting purposes, the Company used an effective date of March 31, 2002. References in these financial statements to “Predecessor Company” refer to the Company prior to March 31, 2002. References to “Reorganized Company” refer to the Company on and after March 31, 2002, after giving effect to the issuance of new securities in exchange for the previously outstanding securities in accordance with the Plan, and implementation of fresh start accounting. In accordance with financial reporting requirements for companies emerging from a Chapter 11 restructuring, financial information for the six months ended June 30, 2002 is not presented in the financial statements since such information would combine the results of the Predecessor and Reorganized Company. The securities issued pursuant to the Plan and the fresh start adjustments are described in “Parent Company Debt Restructuring” and “Financial Restructuring Items” below.

            Interim results for the Company are subject to significant seasonal variations and are not necessarily indicative of the results of operations for a full fiscal year. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair statement of the results of the interim periods shown have been made. See Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 for additional information relating to the Company’s financial statements.

Parent Company Debt Restructuring

            The Plan was confirmed by the bankruptcy court on March 8, 2002 and became effective March 19, 2002, resulting in the exchange of $861 million of CBII’s outstanding senior notes and subordinated debentures (“Old Notes”) and $102 million of accrued and unpaid interest thereon for $250 million of 10.56% Senior Notes due 2009 (“New Notes”) and 95.5% of the common stock of the reorganized entity (“New Common Stock”). Previously outstanding preferred, preference and common stock of the Predecessor Company was exchanged for 2% of the New Common Stock as well as 7-year warrants (“Warrants”) to purchase up to 25% of the New Common Stock of the Reorganized Company on a fully diluted basis (prior to any dilution by exercise of stock options). In addition, as part of a management incentive program, certain executives were granted rights to receive 1 million shares (2.5%) of the New Common Stock. At June 30, 2002, 865,950 of these shares had been issued, 34,050 shares had been surrendered in satisfaction of tax withholding obligations, and 100,000 shares had been issued to a “rabbi trust”.

6

            In accordance with the Plan, the Reorganized Company has:

• issued 39,965,950 shares of New Common Stock as of June 30, 2002;

• issued the New Notes and the Warrants;

• adopted a new stock option plan;

• reserved (a) 13,333,333 shares of New Common Stock for issuance upon exercise of the Warrants and (b) 5,925,926 shares of New Common Stock for issuance upon exercise of employee stock options authorized for grant under the new stock option plan; and

• cancelled the Old Notes, previously outstanding preferred, preference and common stock, and previously outstanding stock options.

            The New Notes mature on March 15, 2009. These Notes were issued by CBII and are not secured by any of the assets of CBII and its subsidiaries. The indenture for the New Notes contains dividend payment restrictions that, at June 30, 2002, limited the aggregate amount of dividends that could be paid by CBII to $35 million. The indenture has additional restrictions related to asset sales, incurrence of additional indebtedness, sale-leaseback transactions, and related-party transactions. The New Notes are callable on or after March 15, 2005 at a price of 105.28% of face value, declining to face value in 2008. In addition, the Company may redeem some or all of the New Notes prior to March 15, 2005 at a redemption price equal to the greater of (a) 100% of the face value of the New Notes to be redeemed, or (b) the sum of the present values of (i) 105.28% of face value of the New Notes, and (ii) interest payments due from the date of redemption through March 15, 2005, in each case discounted to the redemption date on a semiannual basis at the applicable U.S. Treasury rates plus 0.25%; plus, in the case of either clause (a) or (b) above, any accrued and unpaid interest as of the redemption date.

            In accordance with the Plan, 150 million shares of New Common Stock are authorized.

            The Warrants entitle the holders to purchase up to 13.3 million shares of New Common Stock at a price of $19.23 per share through March 19, 2009. The Warrants, valued at $41 million for purposes of the Plan of Reorganization, are included in capital surplus on the Consolidated Balance Sheet of the Reorganized Company at June 30, 2002.

            Of the 5.9 million shares authorized for issuance upon exercise of stock options and awards granted under the new stock option plan, options for approximately 4.5 million shares were granted during the second quarter of 2002. These options are exercisable for a period of 10 years. The weighted average exercise price of the options granted in the second quarter was $16.95 per option share. The estimated weighted average fair value per option share granted was $7.14 using a Black-Scholes option pricing model based on the market price of the Company’s stock and the following assumptions at the date of option grant: weighted average risk-free interest rate of 4.7%; dividend yield of 0%; volatility factor for the Company’s common stock price of 40%; and a weighted average expected life of 5 years for options not forfeited. If the Company were recognizing expense for these options in accordance with Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” the estimated pro forma compensation expense based on the option fair values would be approximately $6.5 million for 2002, of which $1.2 million ($0.03 per share) would have been recognized in the second quarter of 2002.

            No interest payments on the Old Notes were made in 2002 and 2001. The Company recorded interest expense on the Old Notes until November 28, 2001, the date the Company filed its Chapter 11 petition, but not thereafter. As a result, interest expense for the first quarter of 2002 does not include $20 million which would have been payable under the terms of the Old Notes. The Company is accruing interest on the New Notes at the stated 10.56% rate. The first interest payment date under the New Notes is September 15, 2002. Subsidiary interest payments for the first quarter were $10 million in 2002 and $12 million in 2001. Subsidiary interest payments for the second quarter were $6 million in 2002 and $12 million in 2001.

7

Financial Restructuring Items

            The Company’s emergence from Chapter 11 bankruptcy proceedings on March 19, 2002 resulted in a new reporting entity and adoption of fresh start reporting in accordance with Statement of Position ("SOP") No. 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” The consolidated financial statements as of and for the quarter ended March 31, 2002 reflect reorganization adjustments for the discharge of debt and adoption of fresh start reporting. Accordingly, the estimated reorganization value of the Company of $1,280 million, which served as the basis for the Plan approved by the bankruptcy court, was used to determine the equity value allocated to the assets and liabilities of the Reorganized Company in proportion to their relative fair values in conformity with Statement of Financial Accounting Standards No. 141, “Business Combinations.”

               Financial restructuring items for the quarter ended March 31, 2002, comprising a net charge of $286 million, resulted from the following:

•  Exchange of Old Notes and accrued interest for 95.5% of the New Common Stock and $250 million of New Notes, resulting in a gain of $154 million;

•  Reduction of property, plant and equipment carrying values by $550 million, including reduction of the Company’s tropical farm assets by $320 million, shipping vessels by $158 million, and vegetable canning assets by $55 million;

•  Reduction of long-term operating investments and other asset carrying values by $186 million;

•  Increase in the carrying value of the Chiquita trademark of $375 million;

•  Increase of $33 million in accrued pension and other employee benefits primarily associated with tropical pension/severance obligations;

•  $16 million increase in other liabilities for unfavorable lease obligations; and

•  $30 million of reorganization costs during the first quarter of 2002 primarily associated with grants of New Common Stock to certain executives as part of the Chapter 11 restructuring agreement and professional fees. Cash payments in the first quarter of 2002 associated with reorganization costs were $13 million.

            The fresh start adjustments to the carrying values of the Company’s assets and liabilities were based upon the work of outside appraisers, actuaries and financial consultants, as well as internal valuation estimates using discounted cash flow analyses, to determine the relative fair values of the Company’s assets and liabilities.

8

            The following table reflects the reorganization adjustments to the Company’s Consolidated Balance Sheet as of March 31, 2002:

	Balance Sheet at March 31, 2002 (Unaudited)
				Reorganization Adjustments
	Before									After
(In thousands)	Reorganization Adjustments			Debt Discharge			Fresh Start Adjustments			Reorganization Adjustments
Current assets	$	788,731		$	—		$	—		$	788,731
Property, plant and equipment, net		979,219			—			(550,143	)		429,076
Investments and other assets, net		341,183			—			(185,586	)		155,597
Intangibles, net		12,757			—			374,828			387,585
Total assets	$	2,121,890		$	—		$	(360,901	)	$	1,760,989
Notes and loans payable	$	49,332		$	—		$	—		$	49,332
Long-term debt due within one year		49,873			—			—			49,873
Accounts payable and accrued liabilities		269,178			—			13,685			282,863
Long-term debt of parent company		—			250,000			—			250,000
Long-term debt of subsidiaries		304,358			—			—			304,358
Accrued pension and other employee    benefits		71,266			—			33,020			104,286
Other liabilities		91,174			—			16,350			107,524
Liabilities subject to compromise		962,820			(962,820	)		—			—
Total liabilities		1,798,001			(712,820	)		63,055			1,148,236
Accumulated deficit		(657,016	)		154,046			502,970			—
Other shareholders’ equity		980,905			558,774			(926,926	)		612,753	*
Total liabilities and       shareholders’equity	$	2,121,890		$	—		$	(360,901	)	$	1,760,989

______________

* After deducting $654 million of indebtedness from the Company’s $1,280 million estimated reorganization value, the total equity value of the Company is approximately $626 million. The total shareholders’ equity in the March 31, 2002 Reorganized Company balance sheet excludes $13 million related to restricted management shares subject to delayed delivery, which are reflected in accounts payable and accrued liabilities above. These shares were issued in the second quarter of 2002 and are included in equity as of June 30, 2002.

9

Earnings Per Share

            Basic and diluted earnings per common share (“EPS”) are calculated as follows (in thousands, except per share amounts):

	Reorganized Company		Predecessor Company
	Quarter Ended June 30, 2002		Quarter Ended June 30, 2001			Quarter Ended March 31, 2002			Six Months Ended June 30, 2001
Income (loss) before    cumulative effect of a    change in method of    accounting	$	47,714	$	(10,988	)	$	(253,300	)	$	(6,860	)
Cumulative effect of a    change in method of    accounting		—		—			(144,523	)		—
Net income (loss)		47,714		(10,988	)		(397,823	)		(6,860	)
Dividends payable on    preferred and preference    stock		—		(2,885	)		—			(6,565	)
Net income (loss)       attributed to common       shares	$	47,714	$	(13,873	)	$	(397,823	)	$	(13,425	)
Weighted average common    shares outstanding (shares    used to calculate basic    EPS)		39,966		73,301			78,273			71,070
Stock awards		7		—			—			—
Shares used to calculate       diluted EPS		39,973		73,301			78,273			71,070
Basic and diluted earnings    per common share:
- Before cumulative effect       of a change in method of       accounting	$	1.19	$	(0.19	)	$	(3.23	)	$	(0.19	)
- Cumulative effect of a       change in method of       accounting		—		—			(1.85	)		—
- Net income (loss)	$	1.19	$	(0.19	)	$	(5.08	)	$	(0.19	)

            The weighted average common shares outstanding for the Reorganized Company include 100,000 shares held in a “rabbi trust” for certain members of management and 59,275 shares held for delivery upon surrender of certificates for the old 7% subordinated debentures and old common stock.

            The earnings per share calculations for the Predecessor Company are based on shares of common stock outstanding prior to the Company’s emergence from Chapter 11 proceedings on March 19, 2002. Upon emergence, these shares were cancelled and the Company issued 40 million shares of New Common Stock.

            The assumed conversions to common stock of the Company’s pre-existing 7% convertible subordinated debentures (which were convertible until March 28, 2001), preferred stock and preference stock, and the assumed exercise of outstanding warrants, stock options and other stock awards, are excluded from the diluted EPS computations for periods in which these items, on an individual basis, have an anti-dilutive effect on diluted EPS. The Company’s 7% convertible subordinated debentures, old stock options and stock awards, and preferred and preference stock were all cancelled pursuant to the Company’s Plan of Reorganization.

10

            The Company discontinued payment of dividends on its preferred and preference stock in the fourth quarter of 2000, and accrued but unpaid dividends were cancelled as part of the Plan of Reorganization. These dividends were deducted from net income to calculate EPS for the quarter and six months ended June 30, 2001. These dividends were not deducted from net income to calculate EPS for the first quarter of 2002 because of the Company’s bankruptcy petition filing on November 28, 2001.

Accounting Pronouncements

            In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” which was adopted by the Company as of January 1, 2002. Under this standard, goodwill and other intangible assets with an indefinite life are no longer amortized but are reviewed at least annually for impairment. As of January 1, 2002, to give effect to the new standard, the Company recorded a goodwill write-down of $145 million as a cumulative effect of a change in method of accounting. The write-down results from applying the SFAS No. 142 requirement to evaluate goodwill using discounted cash flows rather than the undiscounted cash flow methodology prescribed by the previous standard. The elimination of future amortization of goodwill by SFAS No. 142 is expected to result in an annual increase to net income of approximately $6 million. Net income for the quarter and six months ended June 30, 2001 would have been $1.5 million ($0.02 per share) and $3.1 million ($0.04 per share) higher, respectively, if SFAS No. 142 had been adopted as of January 1, 2001.

            In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 effectively prohibits gains or losses resulting from extinguishment of debt from being classified as extraordinary items. Any such gains or losses classified as extraordinary in a prior financial statement period must be reclassified. The new standard is effective for fiscal years beginning after May 15, 2002; however, early application is encouraged. The Company recorded an extraordinary gain of $154 million in the first quarter of 2002 on the extinguishment of debt resulting from the financial restructuring. The Company has chosen to adopt this standard early and accordingly, the extraordinary gain has been reclassified and is now included in the Consolidated Statement of Income as part of financial restructuring items.

Inventories (in thousands)

	Reorganized Company		Predecessor Company
	June 30, 2002		December 31, 2001		June 30, 2001
Fresh produce	$	37,500	$	40,520	$	28,843
Processed food products		136,718		208,436		158,628
Growing crops		97,194		96,203		98,346
Materials, supplies and other		55,330		47,031		56,417
	$	326,742	$	392,190	$	342,234

11

Interim Accounting for Banana Sourcing and Logistics Fixed Costs

            During interim periods within a year, the Company expenses fixed costs associated with banana sourcing and logistics on a per box basis using estimated annual fixed costs and volume in order to have consistent fixed costs per box on a quarterly basis. As of June 30, 2002 and 2001, the Company had approximately $21 million and $18 million of these fixed costs deferred in other current assets, primarily resulting from higher first quarter minimum guaranteed payments to growers in connection with annual supply contracts. These deferrals are fully expensed by year-end.

Segment Information (in thousands)

            Financial information for the Company’s business segments is as follows:   

	Reorganized Company			Predecessor Company
	Quarter Ended June 30, 2002			Quarter Ended June 30, 2001			Quarter Ended March 31, 2002		Six Months Ended June 30, 2001
Net sales
Fresh Produce	$	535,530		$	493,826		$	520,595	$	962,782
Processed Foods		96,398			101,584			108,910		209,877
	$	631,928		$	595,410		$	629,505	$	1,172,659
Operating income (loss)
Fresh Produce	$	60,652		$	24,923		$	41,132	$	63,239
Processed Foods		(138	)		(489	)		1,252		(417	)
	$	60,514		$	24,434		$	42,384	$	62,822

	Reorganized Company		Predecessor Company
	June 30, 2002		December 31, 2001		June 30, 2001
Total assets
Fresh Produce	$	1,481,262	$	1,806,736	$	1,920,618
Processed Foods		273,890		455,756		430,548
	$	1,755,152	$	2,262,492	$	2,351,166

12

Hedging

            Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, was implemented by the Company on January 1, 2001. This standard requires the recognition of all derivatives on the balance sheet at fair value, and recognition of the resulting gains or losses as adjustments to net income or other comprehensive income (“OCI”). The effect of adopting SFAS No. 133 on the Company’s 2001 net income was not material.

            At June 30, 2002, the Company had euro-denominated option contracts which ensure conversion of approximately Euro125 million of sales in 2002 and Euro35 million of sales in 2003 at average rates not lower than 0.87 dollars per euro. The Company also had 3.5% Rotterdam barge fuel option contracts at June 30, 2002 that limit the average cost on approximately 30,000 metric tons of fuel oil to no more than $98 per metric ton in 2002. The combined fair value of the foreign currency and fuel option contracts at June 30, 2002 was approximately $1 million and was included in other current assets. During the second quarter of 2002, the change in the fair value of all contracts relating to hedge ineffectiveness was not material.

Comprehensive Income (Loss) (in thousands)

	Reorganized Company			Predecessor Company
	Quarter Ended June 30, 2002			Quarter Ended June 30, 2001			Quarter Ended March 31, 2002			Six Months Ended June 30, 2001
Net income (loss)	$	47,714		$	(10,988	)	$	(397,823	)	$	(6,860	)
Other comprehensive income    Unrealized foreign currency translation gains       (losses)		2,454			(1,550	)		485			(4,284	)
Changes in fair value of derivatives		(2,215	)		433			(1,200	)		5,299
(Income) losses reclassified from OCI into       net income		—			(266	)		2,958			965
Comprehensive income (loss) before    cumulative effect of adopting    SFAS No. 133		47,953			(12,371	)		(395,580	)		(4,880	)
Cumulative effect of adopting SFAS No. 133		—			—			—			(6,975	)
Comprehensive income (loss)	$	47,953		$	(12,371	)	$	(395,580	)	$	(11,855	)

13

Equity Method Investments

            The Company has a number of equity investees that are primarily engaged in the distribution of fresh produce. These investee companies include:

•  A number of companies (collectively, the "Chiquita-Unifrutti JV") that produce, market and distribute bananas and pineapples in Japan, the Philippines and other parts of Asia. The Chiquita-Unifrutti JV is 50%-owned by Chiquita.

•  Mundimar Ltd., a 50%-owned joint venture in Honduras that produces and sells palm-oil based products, including cooking oils, shortening, margarine, soaps and other consumer products.

•  Keelings Limited, which imports and distributes fresh produce and processes bananas in the United Kingdom and Ireland, and is 25%-owned by Chiquita.

•  Chiquita-ENZA Chile Ltda., which purchases, processes and provides cold storage for Chilean fruit to be exported to North America and Europe. Although Chiquita owns 60% of this joint venture, the Company does not control the operations because the minority shareholder has substantive participating and veto rights under the joint venture agreement. In accordance with EITF 96-16, Chiquita does not consolidate this investment, but accounts for it under the equity method.

•  Chiquita Brands South Pacific Limited, which produces, markets and distributes bananas, berries, mushrooms, citrus, dried fruit and other fresh produce in Australia. An equity offering in June 2002 by this company, which is publicly traded on the Australian Stock Exchange, diluted Chiquita’s ownership from 40% to 29%.

•  The Packers of Indian River Ltd., a limited partnership that produces and packs Florida citrus fruit, which it markets in North America, Europe and Japan. Although Chiquita owns approximately 54% of this partnership, the Company does not control the operations because the minority shareholder has substantive participating and veto rights under the partnership agreement. In accordance with EITF 96-16, Chiquita does not consolidate this investment, but accounts for it under the equity method.

            As of December 31, 2001, the combined debt of all equity method investees was approximately $160 million, including $14 million due to Chiquita. All but approximately $1 million of this debt is non-recourse to Chiquita.

Investment in German Distributor

            Chiquita's primary distributor in Germany and Austria (and largest customer in Europe) is Atlanta AG ("Atlanta"). Atlanta is a wholly-owned subsidiary of Scipio & Company GmbH KG ("Scipio"), a limited partnership. Substantially all of Scipio's operations are conducted through Atlanta. Atlanta, which has been in business for over 100 years, operates a network of fresh produce distribution, sourcing and brokerage operations headquartered in Germany, and has annual sales totaling approximately $1.4 billion. Approximately 10% of Atlanta's sales are of products purchased from Chiquita.

            During the late 1980's and early 1990's, in order to strengthen its relationship with Atlanta, Chiquita made a series of loans to four entities (the "four companies") that used the proceeds from the loans to purchase substantially all of the limited partnership interests in Scipio. Chiquita holds a 19% interest in a subsidiary of one of the four companies, which equates to an approximately 5% equity interest in Scipio and constitutes Chiquita's only equity interest in Scipio. Other than trade receivables from Atlanta, which were approximately $25 million at June 30, 2002, Chiquita has no other financial interests in Scipio or the four companies.

14

            The sole general partner of Scipio is controlled by an official of Atlanta, who is not controlled by Chiquita. The general partner can only be removed by certain specified means, including action by three of the four companies. However, the general partner of Scipio could not be replaced with one of the four companies or with a Chiquita subsidiary without German and Austrian regulatory approvals, which, though not assured, Chiquita believes could be obtained. The general partner and the limited partners are not related parties with respect to each other.

            Each loan is non-callable, is without recourse and is collateralized by the Scipio limited partnership interests purchased with the loan proceeds or by the shares of the entities holding such interests. The original ten-year term of the loans has been extended for two of the loans, such that the loans now have maturities ranging from 2003 to 2012. Interest and servicing fees on the loans, which consist of stated annual interest rates ranging from 7% to 12.5% and annual service fee rates of 7.5% except for two loans which have service fees of $25,000 per year, are payable prior to maturity only to the extent of dividends and distributions on or of the collateral. Although each loan has a stated interest rate, Chiquita accounts for its interest in these loans as investments and limits the income recognition for interest and servicing fees to amounts the Company considers realizable.

            Under the terms of the loans, Chiquita has a right of first refusal on any proposed sale of the collateral by any of the four companies. The loans can be extinguished in favor of the collateral under certain conditions, including the death or disability of the sole shareholder of the particular company, and in the case of two of the loans, change of control of Chiquita. Although a change of control may have occurred for purposes of these two loans as a result of Chiquita's Chapter 11 reorganization, Chiquita cannot acquire the collateral without the German and Austrian regulatory approvals referred to above.

            Chiquita's consolidated results of operations for 2001, 2000 and 1999 included fee and interest income related to these investments of $2 million, a loss of $8 million, and income of $5 million, respectively. Chiquita recognized no income or loss related to these investments for the six months ended June 30, 2002.

            As disclosed in "Critical Accounting Policies and Estimates" in the Company's 2001 Annual Report to Shareholders, the Company reviews the carrying values of its long-term investments annually. These reviews seek to determine whether a decline in fair value below the carrying value of an investment is other than temporary, which would require a write-down of the investment. The reviews involve a comparison of the Company's share of the estimated future undiscounted cash flows of the investment to the carrying value of the investment. The reviews conducted as of December 31, 2001, which included a review of the carrying amount of the Company's investment in Scipio of $134 million, did not reveal a requirement for write-down. The Company's application of fresh start reporting in accordance with SOP 90-7 required allocation of the reorganization value of the Company to its assets and liabilities in proportion to their relative fair values, which are, in part, based on discounted cash flow analyses. The change from the undiscounted cash flow methodology described above to the use of reorganization value in fresh start reporting resulted in the reduction in the carrying value of Scipio to $50 million upon the effective date of the Company's restructuring in March 2002.

            Chiquita is presently reviewing strategic alternatives with respect to its financial interest in Atlanta. Depending on the alternatives ultimately chosen, Chiquita cannot rule out the possibility that the carrying value of the investments will be further adjusted. Chiquita will monitor the recoverability of these investments quarterly.

            Sales of Chiquita products (primarily bananas) to Atlanta were approximately $115 million in 2001, $110 million in 2000, and $145 million in 1999. At its fiscal year-end of September 30, 2001, Scipio had consolidated assets of approximately $300 million, liabilities of approximately $250 million, including $70 million of debt, and net equity of approximately $50 million.

15

Item 2

CHIQUITA BRANDS INTERNATIONAL, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operations

            Net sales for the second quarter of 2002 increased $37 million to $632 million versus $595 million in last year’s second quarter, primarily due to increased banana volume in Europe.

            Second quarter 2002 net income was $48 million, or $1.19 per share on 40.0 million new shares. In the second quarter of 2001, Chiquita had a net loss of $11 million, or a $0.19 loss per share on 73.3 million old shares prior to its financial restructuring in March 2002. The second quarter of 2002 was the Company’s first quarter of operations following the restructuring.

            The overall improvement in second quarter 2002 generally resulted from lower interest and depreciation expense due to the Company’s financial restructuring, the strengthening of major European currencies in relation to the U.S. dollar, and the reform of the European Union banana import regime in 2001, the primary benefit of which was lower import license costs.

            Operating income for the second quarter of 2002 was $61 million compared to 2001 second quarter operating income of $24 million. The improvement in second quarter results occurred primarily in the Company’s Fresh Produce business.

            Net interest expense in the second quarter was $11 million, which is $19 million lower than the same period a year ago, due primarily to the significant reduction in parent company debt resulting from the Company’s financial restructuring.

            The Company’s effective tax rate is affected by the level and mix of income among various domestic and foreign jurisdictions in which the Company operates. Income tax expense for the second quarter of 2002 was lower than the prior year quarter primarily as a result of refinement of the Company’s method of calculating interim period income tax expense by jurisdiction. For the first quarter of 2002, income tax expense includes a benefit for a 2002 tax law that changed the calculation of the Company’s 2001 U.S. alternative minimum tax liability.

             Fresh Produce

            The strength of major European currencies relative to the U.S. dollar resulted in an improvement to Fresh Produce operating income of approximately $25 million from the prior year quarter, primarily due to the conversion of euro denominated assets to U.S. dollars during the quarter and the translation of euro denominated assets to U.S. dollars at the end of the quarter. In core European markets, the Company benefited from an $8 million decrease in import license costs due to the 2001 reform of the European Union banana import regime. On volume that was comparable to the prior year quarter, the Company experienced a 7% decline in core European market local pricing, which was in part caused by the early appearance of competing summer fruits and by the rapid decline of the dollar late in the quarter. In European trading markets, the Company doubled its volume to 4.6 million boxes and realized a 16% increase in local pricing versus last year’s second quarter.

16

            In North America, banana pricing was 2% lower than a year ago on comparable volume. Additionally, earnings from other fresh produce increased by approximately $5 million versus the prior year quarter, due primarily to higher volume and lower costs.

            In the third quarter through July, core European market local pricing and North America pricing was lower than the corresponding prior year period by approximately 20% and 10%, respectively. In early August, local pricing has been recovering in core European markets.

            In the Asia Pacific region, where the Company operates through joint ventures and has a relatively small presence, a 62% increase in local banana prices generated approximately $4 million of operating income, an improvement of $3 million from the prior year second quarter.

            The Company’s banana production costs increased by approximately $7 million primarily as a result of lower productivity relating to labor issues and previous work stoppages in its Honduras and Armuelles, Panama divisions. Notwithstanding the agreement regarding work practices reached with the Armuelles labor union during the fourth quarter of 2001, the Armuelles division's operations are not cost-competitive in world markets. Fresh Produce operating income benefited from $9 million lower depreciation and amortization expense on reduced property, plant and equipment carrying values recorded upon the Company’s emergence from financial restructuring in March 2002.

             Processed Foods

            Processed Foods operating income was essentially breakeven in the second quarter of both 2002 and 2001. Higher unit costs, the result of a planned reduction in the fall 2001 harvest, were offset by a 4% increase in prices on canned vegetables and a $3 million reduction in depreciation and amortization expense.

Financial Condition

Parent Company Debt Restructuring

            On March 19, 2002, CBII, a parent holding company without business operations of its own, completed its financial restructuring when its pre-arranged Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code became effective. The securities issued pursuant to the Plan and the fresh start accounting adjustments are described in “Parent Company Debt Restructuring” and “Financial Restructuring Items” in the Notes to Consolidated Financial Statements. The Plan will reduce Chiquita’s future annual interest expense by approximately $60 million. In addition, due to the fresh start adjustments to property, plant and equipment, annual depreciation expense will decrease by approximately $40 million.

Other Liquidity and Capital Resources Information

            The Company believes that the reduction of interest expense provided by its financial restructuring, the cash flow generated by operating subsidiaries, and available borrowings under its working capital facilities provide sufficient cash reserves and liquidity to fund the Company’s working capital needs, capital expenditures and debt service requirements, including CBII’s New Notes.

            In March 2001, the Company’s operating subsidiary, CBI, obtained a three-year secured bank credit facility for up to $120 million to replace CBII’s expiring bank revolving credit agreement. This facility consisted of a term loan of $75 million and a revolving credit facility of $45 million. A portion of the proceeds of the term loan was used to repay $50 million of bank loans of certain Costa Rican farm subsidiaries. Interest on amounts outstanding under the facility was based on the bank corporate base rate plus 5%, subject to a minimum of 14% per annum. An annual facility fee of 2% of the total credit facility was also payable.

17             In March 2002, this CBI facility was increased to $130 million, comprised of a $70 million term loan and a revolving credit facility of $60 million. Interest on borrowings under the amended facility is based on the prevailing LIBOR rates plus 3.75% or the bank corporate base rate plus 1% (at CBI’s option), subject to a minimum annual rate of 6%. The annual facility fee has been eliminated, and the Company paid an amendment fee of 5% of the total credit facility. Substantially all U.S. assets of CBI (except for those of subsidiaries, such as Chiquita Processed Foods, L.L.C. (“CPF”), with their own credit facilities) are pledged to secure the CBI credit facility. The CBI credit facility is also secured by liens on CBI’s trademarks as well as pledges of stock and guarantees by various subsidiaries worldwide. The facility contains covenants that limit the distribution of cash from CBI to CBII, the parent holding company, to amounts necessary to pay interest on the New Notes (provided CBI meets certain liquidity tests), income taxes and permitted CBII overhead. The facility also has covenants that require CBI to maintain certain financial ratios related to debt coverage and income, and that limit capital expenditures and investments. At July 31, 2002, $70 million of the term loan was outstanding, no amounts were outstanding under the revolving credit facility, and $56 million of the revolving credit facility was available for use inasmuch as $4 million had been used to issue letters of credit.

            At July 31, 2002, approximately $75 million of additional borrowings were available to CPF for working capital purposes under its committed line of credit.

* * * * *

            This quarterly report contains certain statements that are “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita, including the continuation of the reforms agreed to in 2001 by the United States and European Union regarding the EU’s banana import regime, prices for Chiquita products, availability and costs of products and raw materials, currency exchange rate fluctuations, natural disasters and unusual weather conditions, operating efficiencies, labor relations, actions of governmental bodies, the continuing availability of financing, and other market and competitive conditions. The forward-looking statements speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and the Company undertakes no obligation to update any such statements.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

            Reference is made to the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk Management” in the Company’s 2001 Annual Report to Shareholders. As of June 30, 2002, there were no material changes to the information presented.

18

Part II - Other Information

Item 1 - Legal Proceedings

            Over the course of the last 16 years, a number of claims have been filed against the Company on behalf of merchant seamen or their personal representatives alleging injury or illness from exposure to asbestos while employed as seamen on Company-owned ships at various times from the mid-1940's until the mid-1970's. The claims are based on allegations of negligence and unseaworthiness. In these cases, the Company is typically one of many defendants, including manufacturers and suppliers of products containing asbestos, as well as other shipowners. Seventeen of these cases are pending in state courts in various stages of activity. Over the last five years, seventeen state court cases have been settled for less than $70,000 in total, and twenty-four have been resolved without any payment. In addition to the state court cases, there are approximately 5,200 federal court cases that are currently inactive (known as the "MARDOC" cases). The MARDOC cases are managed under the supervision of the U.S. District Court for the Eastern District of Pennsylvania (the "Federal Court"). In 1996, the Federal Court administratively dismissed all then pending MARDOC cases without prejudice for failure to provide evidence of asbestos-related disease or exposure to asbestos. Under this order, all MARDOC cases subsequently filed against the Company have also been administratively dismissed. The MARDOC cases are subject to reinstatement by the Federal Court upon a showing of some evidence of asbestos-related disease, exposure to asbestos and service on the Company's ships. While six MARDOC cases have been reinstated against the Company, there has been little activity in the reinstated cases to date. As a matter of law, punitive damages are not recoverable in seamen's asbestos cases. Although the Company has very little factual information with which to evaluate these maritime asbestos claims, management does not believe, based on information currently available to it and advice of counsel, that these claims will, individually or in the aggregate, have a material adverse effect on the financial statements of the Company.

Item 6 - Exhibits and Reports on Form 8-K

(a)	Exhibit 10-a - 2002 Stock Option and Incentive Plan, conformed to incorporate amendments through May 24, 2002
	Exhibit 10-b - Form of Stock Option Agreement with Cyrus F. Freidheim, Jr. with respect to an aggregate of 150,000 shares of Common Stock
	Exhibit 10-c - Form of Stock Option Agreement with Cyrus F. Freidheim, Jr. with respect to an aggregate of 200,000 shares of Common Stock
	Exhibit 10-d - Form of Stock Option Agreement with directors of the Company (other than Cyrus F. Freidheim, Jr.)
	Exhibit 10-e - Form of Stock Option Agreement with all other employees, including executive officers
	Exhibit 10-f - Restricted Share Agreement with Cyrus F. Freidheim, Jr.
	Exhibit 10-g - Severance Agreement dated January 16, 2001 between Chiquita Brands International, Inc. and Barry H. Morris, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001
	Exhibit 10-h - Severance Agreement dated January 16, 2001 between Chiquita Brands International, Inc. and David J. Ockleshaw, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001
	Exhibit 10-i - Provisions of Agreement between the Company and David J. Ockleshaw relating to a Change of Control of Chiquita Processed Foods L.L.C.

19

Exhibit 10-j - Severance Agreement dated January 16, 2001 between Chiquita Brands International, Inc. and Jeffrey M. Zalla, conformed to include amendments made by Amendment to Severance Agreement dated February 14, 2001

	Exhibit 10-k - Severance Agreement dated August 1, 2002 between Chiquita Brands International, Inc. and Jill M. Albrinck
	Exhibit 10-l - Award Share Agreement dated as of February 21, 2002 by and between Barry H. Morris and the Company
	Exhibit 10-m - Award Share Agreement dated as of February 21, 2002 by and between Jeffrey M. Zalla and the Company
	Exhibit 10-n - Award Share Agreement dated as of February 21, 2002 by and between David J. Ockleshaw and the Company
(b)	There were no reports on Form 8-K filed by the Company during the quarter ended June 30, 2002.

20

SIGNATURE

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

CHIQUITA BRANDS INTERNATIONAL, INC.
By:	/s/ William A. Tsacalis
	William A. Tsacalis Vice President and Controller (Chief Accounting Officer)

August 14, 2002

21

EX-10.A

                                                                   Exhibit 10-a


                       CHIQUITA BRANDS INTERNATIONAL, INC.

                      2002 STOCK OPTION AND INCENTIVE PLAN
                         as amended through May 24, 2002



                                  CHIQUITA 2002

                         STOCK OPTION AND INCENTIVE PLAN

                               TABLE OF CONTENTS

I.    PURPOSE .........................................................  1

II.   DEFINITIONS .....................................................  1

III.  ADMINISTRATION ..................................................  4

      3.1  The Committee ..............................................  4
      3.2  Powers of the Committee ....................................  4
      3.3  Guidelines .................................................  5
      3.4  Delegation of Authority ....................................  5
      3.5  Decisions Final ............................................  5

IV.   SHARES SUBJECT TO PLAN ..........................................  5

      4.1  Shares Available for Issuance of Awards ....................  5
      4.2  Maximum Shares Per Participant .............................  6
      4.3  Re-Use of Shares ...........................................  6
      4.4  Adjustment Provisions ......................................  6

V.    CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC. ..................  6

      5.1  Effect of Change of Control On Outstanding Awards ..........  6
      5.2  Termination of Employment After Change of Control ..........  6
      5.3  Merger, Consolidation, Etc. ................................  6
      5.4  Applicability of Section V .................................  7

VI.   EFFECTIVE DATE AND DURATION OF PLAN .............................  7

      6.1  Effective Date .............................................  7
      6.2  Duration of Plan ...........................................  7

VII.  STOCK OPTIONS ...................................................  7

      7.1  Grants .....................................................  7
      7.2  Terms of Options ...........................................  7
      7.3  Incentive Stock Options ....................................  8
      7.4  Replacement Options ........................................  8

VIII. RESTRICTED AND UNRESTRICTED STOCK AWARDS ........................  9

      8.1  Grants of Restricted Stock Awards ..........................  9

                                       -i-



      8.2  Terms and Conditions of Restricted Awards ......................    9
      8.3  Unrestricted Stock Awards ......................................    9

IX.   PERFORMANCE AWARDS ..................................................   10

      9.1  Performance Awards .............................................   10
      9.2  Terms and Conditions of Performance Awards .....................   10

X.    TERMINATION OF AWARDS ...............................................   10

      10.1  Termination of Awards to Employees and Directors ..............   10
      10.2  Acceleration of Vesting and Extension of Exercise Period
            Upon Termination ..............................................   11
      10.3  Buyout and Settlement of Awards ...............................   11

XI.   TERMINATION OR AMENDMENT OF THIS PLAN ...............................   12

      11.1  Termination or Amendment ......................................   12

XII.  GENERAL PROVISIONS ..................................................   12

      12.1  No Right to Continued Employment ..............................   12
      12.2  Awards to Persons Outside the United States ...................   12
      12.3  Non-Transferability of Awards .................................   12
      12.4  Other Plans ...................................................   12
      12.5  Unfunded Plan .................................................   12
      12.6  Withholding of Taxes ..........................................   12
      12.7  Reimbursement of Taxes ........................................   13
      12.8  Governing Law .................................................   13
      12.9  Liability .....................................................   13
      12.10 Successors ....................................................   13

                                      -ii-



                                  CHIQUITA 2002

                         STOCK OPTION AND INCENTIVE PLAN

                                   SECTION I.

                                     PURPOSE

         The purpose of the Chiquita 2002 Stock Option and Incentive Plan (the
"Plan") is to promote the long-term growth and financial success of Chiquita
Brands International, Inc. (the "Company") and its subsidiaries by enabling the
Company to compete successfully in attracting and retaining employees and
directors (and consultants and advisors) of outstanding ability, stimulating the
efforts of such persons to achieve the Company's long-range performance goals
and objectives, and encouraging the identification of their interests with those
of the Company's shareholders.

                                   SECTION II.

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the following
meanings:

         2.1 "Advisor" means a person who provides bona fide advisory or
consulting services to the Company or a Subsidiary and whose Shares subject to
an Award are eligible for registration on Form S-8 under the Securities Act of
1933.

         2.2 "Award" means any form of Stock Option, Restricted Stock Award,
Unrestricted Stock Award or Performance Award granted under this Plan.

         2.3 "Award Agreement" means a written agreement setting forth the terms
of an Award.

         2.4 "Award Date" or "Grant Date" means the date designated by the
Committee as the date upon which an Award is granted.

         2.5 "Award Period" or "Term" means the period beginning on an Award
Date and ending on the expiration date of such Award.

         2.6 "Board" means the Board of Directors of the Company.

         2.7 "Cause" means a Participant's engaging in any of the following
acts:

             (i)    any type of disloyalty to the Company, including, without
         limitation, fraud, embezzlement, theft, or dishonesty in the course of
         a Participant's employment or business relationship with the Company;
         or

             (ii)   conviction of a felony or other crime involving a breach of
         trust or fiduciary duty owed to the Company; or

             (iii)  unauthorized disclosure of trade secrets or confidential
         information of the Company; or

             (iv)   a material breach of any agreement with the Company in
         respect of confidentiality, non-disclosure, non-competition or
         otherwise; or



             (v)   any serious violation of Company policy that is materially
         damaging to the Company's interests.

         2.8 "Change of Control" means the occurrence after the Effective Date
of any of the following events:

             (i)   any "person" (as such term is used in Sections 13(d) and
         14(d) of the Exchange Act), other than an Exempt Entity, is or becomes
         the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act, except that a person shall be deemed to have "beneficial
         ownership" of all shares that such person has the right to acquire,
         whether such right is exercisable immediately or only after the passage
         of time), directly or indirectly, of 30% or more of the total voting
         power of all of the Company's voting securities then outstanding
         ("Voting Shares");

             (ii)  on any date, the individuals who constituted the Company's
         Board at the beginning of the two-year period immediately preceding
         such date (together with any new directors whose election by the
         Company's Board, or whose nomination for election by the Company's
         shareholders, was approved by a vote of at least two-thirds of the
         directors then still in office who were either directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved) cease for any reason to constitute a
         majority of the directors then in office; or

             (iii) immediately after a merger or consolidation of the Company or
         any Subsidiary of the Company with or into, or the sale or other
         disposition of all or substantially all of the Company's assets to, any
         other corporation (where pursuant to the terms of such transaction
         outstanding Awards are assumed by the surviving, resulting or acquiring
         corporation or new Awards are substituted therefor), the Voting Shares
         of the Company outstanding immediately prior to such transaction do not
         represent (either by remaining outstanding or by being converted into
         voting securities of the surviving or acquiring entity or any parent
         thereof) more than 50% of the total voting power of the voting
         securities of the Company or surviving or acquiring entity or any
         parent thereof outstanding immediately after such merger or
         consolidation.

         2.9  "Code" means the United States Internal Revenue Code of 1986, as
amended, or any successor legislation. Reference to any particular section of
the Code includes any successor amendments or replacements of such section.

         2.10 "Committee" means the committee appointed by the Board and
consisting of two or more Directors of the Company, each of whom shall be a
"non-employee director" as defined in Rule 16b-3 and an "outside director" as
defined in the regulations under Section 162(m) of the Code.

         2.11 "Common Stock" means the Company's Common Stock, par value $.01
per share.

         2.12 "Company" means Chiquita Brands International, Inc.

         2.13 "Control" means the power to direct or cause the direction of the
management and policies of a corporation or other entity.

         2.14 "Director" means any person serving on the Board of Directors of
the Company or any of its Subsidiaries who is not an Officer (or officer) or
Employee of the Company or any Subsidiary.

         2.15 "Disability" means a "permanent and total disability" within the
meaning of Section 22(e)(3) of the Code, or in the case of an Employee, a
disability which qualifies as a long-term disability under the Company's Long
Term Disability insurance, or any other definition of disability adopted by the
Committee.

         2.16 "Effective Date" means March 19, 2002, the date upon which
Company's Plan of Reorganization under Chapter 11 of the Bankruptcy Code became
effective.

                                       -2-




         2.17 "Eligible Person" means any person who is either an Employee,
Director or Advisor.

         2.18 "Employee" means (i) any officer or employee of the Company or a
Subsidiary (including those employees on a temporary leave of absence approved
by the Company or a Subsidiary); or (ii) any person who has received and
accepted an offer of employment from the Company or a Subsidiary; or (iii) if
approved by the Committee, a person who at the request of the Company or a
Subsidiary accepts employment with any corporation or partnership in which the
Company has a direct or indirect substantial interest. Solely for purposes of
Section X, unless otherwise determined by the Committee, a person specified in
clause (iii) above shall be considered an employee of a Subsidiary.

         2.19 "Exchange Act" means the Securities Exchange Act of 1934.

         2.20 "Exempt Entity" means (i) an underwriter temporarily holding
securities pursuant to an offering of such securities and (ii) the Company, any
of its subsidiaries or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries.

         2.21 "Fair Market Value" means, as of any date, (i) the average of the
highest and lowest quoted selling prices of a Share as reported on the New York
Stock Exchange Composite Tape (or such other consolidated transaction reporting
system on which the Shares are primarily traded) or, if the Shares were not
traded on such day, then the next preceding day on which the Shares were traded,
all as reported by such source as the Committee may select or (ii), if and to
the extent specified by the Committee with respect to any particular Award, the
average of the closing selling prices of a Share as so reported for a period of
not more than 30 consecutive trading days as specified by the Committee. If the
Shares are not traded on a national securities exchange or other market system,
Fair Market Value shall be determined in the manner established by the
Committee.

         2.22 "Immediate Family" means any child, stepchild, grandchild, spouse,
son-in-law or daughter-in-law and shall include adoptive relationships;
provided, however, that if the Committee adopts a different definition of
"immediate family" (or similar term) in connection with the transferability of
Stock Options awarded under this Plan, such definition shall apply, without
further action of the Board.

         2.23 "Incentive Stock Option" means any Stock Option awarded under
Section VII of this Plan intended to be and designated as an "Incentive Stock
Option" within the meaning of Section 422 of the Code or any successor
provision.

         2.24 "Non-Qualified Stock Option" means any Stock Option awarded under
Section VII of this Plan that is not an Incentive Stock Option.

         2.25 "Officer" means a person who has been determined to be an officer
of the Company under Rule 16a-1(f) in a resolution adopted by the Board and, for
purposes of Sections 10.1(a) and 10.2 shall also mean any other person who has
been elected an officer of the Company by the Board (other than a person who has
been elected solely as an assistant officer).

         2.26 "Option Price" or "Exercise Price" means the price per share at
which Common Stock may be purchased upon the exercise of an Option or an Award.

         2.27 "Participant" means an Eligible Person to whom an Award has been
made pursuant to this Plan.

         2.28 "Performance Award" means an Award granted pursuant to Section IX.

         2.29 "Replacement Option" means a Non-Qualified Stock Option granted
pursuant to Section 7.4 upon the exercise of a Stock Option granted pursuant to
the Plan where the Option Price is paid with previously owned shares of Common
Stock.

                                       -3-



         2.30 "Restricted Stock" means those shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to the restrictions set
forth in the related Award Agreement.

         2.31 "Restricted Stock Award" means an award of a fixed number of
Shares to a Participant which is subject to forfeiture provisions and other
conditions set forth in the Award Agreement.

         2.32 "Retirement" means any termination of an Employee's employment
with, or a Director's service on the Board of, the Company or a Subsidiary (in
each case other than by death, Disability or for Cause) by an Employee or a
Director who is (i) at least 65 years of age or (ii) at least 55 years of age
with at least 10 years of employment with, or service on the Board of, the
Company or a Subsidiary.

         2.33 "Rule 16b-3" and "Rule 16a-1(f)" mean Rules 16b-3 and 16a-1(f)
under the Exchange Act or any corresponding successor rules or regulations.

         2.34 "Share" means one share of the Company's Common Stock.

         2.35 "Stock Option" or "Option" means the right to purchase shares of
Common Stock (including a Replacement Option) granted pursuant to Section VII of
this Plan.

         2.36 "Subsidiary" means any corporation, partnership, joint venture, or
other entity (i) of which the Company owns or controls, directly or indirectly,
25% or more of the outstanding voting stock (or comparable equity participation
and voting power) or (ii) which the Company otherwise Controls (by contract or
any other means); except that when the term "Subsidiary" is used in the context
of an award of an Incentive Stock Option, the term shall have the same meaning
given to it in the Code.

         2.37 "Transfer" means alienation, attachment, sale, assignment, pledge,
encumbrance, charge or other disposition; and the terms "Transferred" or
"Transferable" have corresponding meanings.

         2.38 "Unrestricted Stock Award" means an Award granted pursuant to
Section 8.3.

         2.39 "Vest" means, in the case of any Award to become exercisable or
become free of restrictions solely as a result of either (i) the passage of
required time periods specified under the terms of the Award ("Passage of Time
Criteria") or (ii) the inapplicability of Passage of Time Criteria due to a
Change of Control or a termination of employment or service as a Director
pursuant to the provisions of Section X. For purposes of this Plan, "Vest" does
not refer to an Award becoming exercisable or free of restrictions due to the
attainment of performance criteria or any other criteria not solely related to
the passage of time ("Other Criteria"). An Award whose terms specify Other
Criteria that have not been fully satisfied at the time of a Change of Control
or termination of employment or service will not Vest (unless otherwise
determined by the Committee or specifically provided by such terms) as a result
of such Change of Control or termination (even if the terms of such Award
contain Passage of Time Criteria in addition to, in combination with, or as an
alternative to such Other Criteria).

                                  SECTION III.

                                 ADMINISTRATION

         3.1 The Committee. This Plan shall be administered and interpreted by
the Committee, except that any function of the Committee also may be performed
by the Board. Actions of the Committee may be taken by a majority of its members
at a meeting or by the unanimous written consent of all of its members without a
meeting.

         3.2 Powers of the Committee. The Committee shall have the power and
authority to operate, manage and administer the Plan on behalf of the Company,
which includes, but is not limited to, the power and authority:

                                       -4-



                (i)   to grant to Eligible Persons one or more Awards consisting
         of any or a combination of Stock Options, Restricted Stock,
         Unrestricted Stock, and Performance Awards;

                (ii)  to select the Eligible Persons to whom Awards may be
         granted;

                (iii) to determine the types and combinations of Awards to be
         granted to Eligible Persons;

                (iv)  to determine the number of Shares or monetary units which
         may be subject to each Award;

                (v)   to determine the terms and conditions, not inconsistent
         with the terms of the Plan, of any Award (including, but not limited
         to, the term, price, exercisability, method of exercise and payment,
         any restriction or limitation on transfer, any applicable performance
         measures or contingencies, any vesting schedule or acceleration, or any
         forfeiture provisions or waiver, regarding any Award) and the related
         Shares, based on such factors as the Committee shall determine; and

                (vi)  to modify or waive any restrictions, contingencies or
         limitations contained in, and grant extensions to the terms or exercise
         periods of, or accelerate the vesting of, any outstanding Awards as
         long as such modifications, waivers, extensions or accelerations are
         not inconsistent with the terms of the Plan, but no such changes shall
         impair the rights of any Participant without his or her consent.

         3.3    Guidelines. The Committee will have the authority and discretion
to interpret the Plan and any Awards granted under the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan, and to make
all other determinations that may be necessary or advisable for the
administration of the Plan. Any interpretation of the Plan by the Committee and
any decision made by it under the Plan is final and binding on all persons. The
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any related Award Agreement in the manner and to
the extent it deems necessary to carry the Plan into effect.

         3.4    Delegation of Authority. The Committee may delegate to one or
more of the Company's Officers or (in the case of ministerial duties only) other
employees all or any portion of the Committee's authority, powers,
responsibilities and administrative duties under the Plan, with such conditions
and limitations as the Committee shall prescribe in writing; provided, however,
that only the Committee is authorized to grant Awards to, or make any decisions
with respect to Awards granted to, Officers. A record of all actions taken by
any Officer to whom the Committee has delegated a portion of its powers or
responsibilities shall be filed with the minutes of the meetings of the
Committee and shall be made available for review by the Committee upon request.

         3.5    Decisions Final. Any action, decision, interpretation or
determination by or at the direction of the Committee (or of any person acting
under a delegation pursuant to Section 3.4) concerning the application or
administration of the Plan shall be final and binding upon all persons and need
not be uniform with respect to its determination of recipients, amount, timing,
form, terms or provisions of Awards.

                                   SECTION IV.

                             SHARES SUBJECT TO PLAN

         4.1    Shares Available for Issuance of Awards. Subject to adjustment
as provided in Section 4.4, the aggregate number of Shares which may be issued
under this Plan shall not exceed 5,925,926 Shares. As determined from time to
time by the Committee, the Shares available under this Plan for

                                       -5-



grants of Awards may consist either in whole or in part of authorized but
unissued Shares or Shares which have been reacquired by the Company following
original issuance.

         4.2 Maximum Shares Per Participant. The maximum number of shares that
may be covered by Options granted to any one individual shall be 2,000,000
shares during any one calendar-year period.

         4.3 Re-Use of Shares. If any Award granted under this Plan shall
expire, terminate or be forfeited or canceled for any reason before it has
vested or been exercised in full, the number of unissued or undelivered Shares
subject to such Award shall again be available for future grants. The Committee
may make such other determinations regarding the counting of Shares issued
pursuant to this Plan as it deems necessary or advisable, provided that such
determinations shall be permitted by law.

         4.4 Adjustment Provisions.

                (a) Adjustment for Change in Capitalization. If the Company
shall at any time change the number of issued Shares without new consideration
to the Company (such as by stock dividend, stock split, recapitalization,
reorganization, exchange of shares, liquidation, combination or other change in
corporate structure affecting the Shares) or make a distribution to shareholders
of cash or property, which in the Committee's sole judgment, has a substantial
impact on the value of outstanding Shares, the total number of Shares reserved
for issuance under the Plan, the number of Shares covered by each outstanding
Award, and the Option Price for each outstanding Award shall be proportionately
adjusted in such manner as the Committee in its sole judgment determines to be
equitable and appropriate.

                (b) Other Equitable Adjustments. Notwithstanding any other
provision of the Plan, and without affecting the number of Shares reserved or
available hereunder, the Committee may authorize the issuance, continuation or
assumption of Awards or provide for equitable adjustments or changes in the
terms of Awards, in connection with any merger, consolidation, sale of assets,
acquisition of property or stock, recapitalization, reorganization or similar
occurrence in which the Company is the continuing or surviving corporation, upon
such terms and conditions as it may deem equitable and appropriate.

                                   SECTION V.

                 CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC.

         5.1 Effect of Change of Control On Outstanding Awards. In the event of,
and upon a Change of Control, all Awards outstanding on the date of such Change
of Control shall become fully (100%) Vested.

         5.2 Termination of Employment After Change of Control. In the event
that an Employee's employment by the Company or a Subsidiary is terminated by
the Company or such Subsidiary for any reason, other than for Cause, within one
(1) year after a Change of Control, all of the outstanding Vested Stock Options
held by such Employee on the date of termination of employment shall be
exercisable for a period ending on the earlier to occur of the first anniversary
of the date of termination or the respective Expiration Dates of such Stock
Options.

         5.3 Merger, Consolidation, Etc. In the event that the Company shall,
pursuant to action by its Board of Directors, propose to (i) merge into,
consolidate with, sell or otherwise dispose of all or substantially all of its
assets, to another corporation or other entity and provision is not made
pursuant to the terms of such transaction for the assumption by the surviving,
resulting or acquiring corporation of outstanding Awards under the Plan, or the
substitution of new Awards therefor, or (ii) dissolve or liquidate, then (A) the
Committee shall cause written notice of such proposed transaction to be given to
each Participant not less than 30 days prior to the anticipated date of such
proposed transaction, and (B) all outstanding Awards that are not so assumed or
substituted for shall become fully (100%) Vested immediately prior, but subject,
to actual consummation of the transaction. Prior to a date specified in the
notice, which shall not be more than 3 days prior to the consummation of such
transaction, each

                                       -6-



Participant shall have the right to exercise all Stock Options held by such
Participant that are not so assumed or substituted for on the following basis:
(i) such exercise shall be conditioned on consummation of such transaction, (ii)
such exercise shall be effective immediately prior to the consummation of such
transaction, and (iii) the Option Price for such Stock Options shall not be
required to be paid until 7 days after written notice by the Company to the
Participant that such transaction has been consummated. If such transaction is
consummated, each Option, to the extent not previously exercised prior to the
date specified in the foregoing notice of proposed transaction, shall terminate
upon the consummation of such transaction. If such transaction is abandoned, (a)
any and all conditional exercises of Stock Options in accordance with this
Section 5.3 shall be deemed annulled and of no force or effect and (b) to the
extent that any Award shall have Vested solely by operation of this Section 5.3,
such Vesting shall be deemed annulled and of no force or effect and the Vesting
provisions of such Award shall be reinstated.

         5.4 Applicability of Section V. The provisions of Section V shall apply
to all Awards granted under the Plan, unless and to the extent that the
Committee expressly provides otherwise in the terms of an Award at the time it
is granted.

                                   SECTION VI.

                       EFFECTIVE DATE AND DURATION OF PLAN

         6.1 Effective Date. This Plan shall become effective on the Effective
Date.

         6.2 Duration of Plan. The Plan shall continue in effect indefinitely
until terminated by the Board pursuant to Section XI. Notwithstanding the
continued effectiveness of this Plan, no Incentive Stock Option shall be granted
under this Plan on or after the tenth anniversary of the effective date of the
Plan.

                                   SECTION VII.

                                  STOCK OPTIONS

         7.1 Grants. Stock Options may be granted alone or in addition to other
Awards granted under this Plan. Each Option granted shall be designated as
either a Non-Qualified Stock Option or an Incentive Stock Option. One or more
Stock Options may be granted to any Eligible Person, except that only
Non-Qualified Stock Options may be granted to any Director of or Advisor to the
Company.

         7.2 Terms of Options. Except as otherwise required by Sections 7.3 and
7.4, Options granted under this Plan shall be subject to the following terms and
conditions and shall be in such form and contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem desirable:

                  (a) Option Price. The Option Price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant, except that no Stock Option may be granted to an Officer, and no
Incentive Stock Option may be granted to any Eligible Person, for an Option
Price less than 100% of Fair Market Value on the Grant Date.

                  (b) Option Term. The Term of each Stock Option shall be fixed
by the Committee, but no Stock Option shall be exercisable more than ten (10)
years after its Award Date.

                  (c) Exercisability. A Stock Option shall be exercisable at
such time or times and subject to such terms and conditions as shall be
specified in the Award Agreement; provided, however, that an Option may not be
exercised as to less than one hundred (100) Shares at any time unless the

                                       -7-



number of Shares for which the Option is exercised is the total number available
for exercise at that time under the terms of the Option.

                  (d) Method of Exercise. Stock Options may be exercised in
whole or in part at any time during the Option Term by giving written notice of
exercise to the Company specifying the number of Shares to be purchased. Such
notice shall be accompanied by payment in full of the Option Price in cash
unless some other form of consideration is approved by the Committee at or after
the grant. Payment in full or in part also may be made in the form of Shares of
Common Stock owned by the Participant for at least six (6) months prior to
exercise, which Shares shall be valued at the Fair Market Value of the Common
Stock on the Exercise Date.

                  (e) Cashless Exercise. A Participant may elect to pay the
Exercise Price upon the exercise of an Option by authorizing a broker to sell
all or a portion of the Shares acquired upon exercise of the Option and remit to
the Company a sufficient portion of the sale proceeds to pay the entire Exercise
Price and any tax withholding resulting from such exercise.

                  (f) Non-Transferability of Options. Stock Options shall be
Transferable only to the extent provided in Section 12.3 of this Plan.

                  (g) Termination. Stock Options shall terminate in accordance
with Section X of this Plan.

                  (h) Buyout and Settlement Provisions. The Committee may at any
time offer to buy out an Option previously granted, based on such terms and
conditions as the Committee shall establish. The Committee may also substitute
new Stock Options for previously granted Stock Options having higher Option
Prices than the new Stock Options being substituted therefor.

         7.3 Incentive Stock Options. Incentive Stock Options shall be subject
to the following terms and conditions:

                  (a) Award Agreement. Any Award Agreement relating to an
Incentive Stock Option shall contain such terms and conditions as are required
for the Option to be an "incentive stock option" as that term is defined in
Section 422 of the Code.

                  (b) Ten Percent Shareholder. An Incentive Stock Option shall
not be awarded to any person who, at the time of the Award, owns or is deemed to
own (by reason of attribution rules of Section 424(d) of the Code) Shares
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, its parent, and its Subsidiaries.

                  (c) Qualification under the Code. Notwithstanding anything in
this Plan to the contrary, no term of this Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or
authority granted under this Plan be exercised, so as to disqualify this Plan
under Section 422 of the Code, or, without the consent of an affected
Participant, to disqualify any Incentive Stock Option under Section 422 of the
Code, except as may result in the event of a Change of Control.

                  (d) Notification of Disqualifying Disposition. Each Award
Agreement with respect to an Incentive Stock Option shall require the
Participant to notify the Company of any disposition of Shares of Common Stock
issued pursuant to the exercise of such Option under the circumstances described
in Section 421(b) of the Code (relating to certain disqualifying dispositions),
within ten (10) days of such disposition.

         7.4 Replacement Options. The Committee may provide at the time of grant
that an Option shall include the right to acquire a Replacement Option upon the
exercise of such Option (in whole or in part) prior to an Employee's termination
of employment if the payment of the Option Price is paid in Shares. In addition
to any other terms and conditions the Committee deems appropriate, the
Replacement Option shall be subject to the following terms:

                                       -8-




                  (a) Number of Shares. The number of Shares subject to the
Replacement Option shall not exceed the number of whole Shares used to satisfy
the Option Price (whether by delivery of Shares to the Company or by reduction
of Shares otherwise deliverable to the Participant on exercise) of the original
Option and the number of whole Shares, if any, used to satisfy the payment for
withholding taxes (whether by such delivery or such reduction) in accordance
with Section 12.6.

                  (b) Grant Date. The Replacement Option Grant Date will be the
date of the exercise of the original Option.

                  (c) Option Price. The Option Price per share shall be the Fair
Market Value of a Share on the Replacement Option Grant Date.

                  (d) Vesting. The Replacement Option shall be exercisable no
earlier than one (1) year after the Replacement Option Grant Date.

                  (e) Term. The Term of the Replacement Option will not extend
beyond the Term of the original Option.

                  (f) Non-Qualified. The Replacement Option shall be a
Non-Qualified Stock Option.


                                  SECTION VIII.

                    RESTRICTED AND UNRESTRICTED STOCK AWARDS

         8.1 Grants of Restricted Stock Awards. The Committee may, in its
discretion, grant one or more Restricted Stock Awards to any Eligible Person.
Each Restricted Stock Award shall specify the number of Shares to be issued to
the Participant, the date of such issuance, the price, if any, to be paid for
such Shares by the Participant and the restrictions imposed on such Shares. The
Committee may grant Awards of Restricted Stock subject to the attainment of
specified performance goals, continued employment or such other limitations or
restrictions as the Committee may determine.

         8.2 Terms and Conditions of Restricted Awards. Restricted Stock Awards
shall be subject to the following provisions:

                  (a) Issuance of Shares. Shares of Restricted Stock may be
issued immediately upon grant or upon vesting as determined by the Committee.

                  (b) Stock Powers and Custody. If shares of Restricted Stock
are issued immediately upon grant, the Committee may require the Participant to
deliver a duly signed stock power, endorsed in blank, relating to the Restricted
Stock covered by such an Award. The Committee may also require that the stock
certificates evidencing such Shares be held in custody by the Company until the
restrictions on them shall have lapsed.

                  (c) Shareholder Rights. Unless otherwise determined by the
Committee at the time of grant, Participants receiving Restricted Stock Awards
shall not be entitled to dividend or voting rights for the Restricted Shares
until they are fully vested.

         8.3 Unrestricted Stock Awards. The Committee may make Awards of
unrestricted Common Stock to (i) Eligible Persons in recognition of outstanding
achievements or contributions by such persons or (ii) Directors for service on
the Board. Unrestricted Shares issued under this Section 8.3 may be issued for
no cash consideration.

                                       -9-



                                   SECTION IX.

                               PERFORMANCE AWARDS

         9.1  Performance Awards. The Committee may, in its discretion, grant
Performance Awards to Eligible Persons in accordance with the following terms
and conditions:

                  (a) Grant. A Performance Award shall consist of the right to
receive either (i) Common Stock or cash of an equivalent value, or a combination
of both, at the end of a specified Performance Period (defined below) or (ii) a
fixed-dollar amount payable in cash or Shares, or a combination of both, at the
end of a specified Performance Period. The Committee shall determine the
Eligible Persons to whom and the time or times at which Performance Awards shall
be granted, the number of Shares or the amount of cash to be awarded to any
person, the duration of the period (the "Performance Period") during which, and
the conditions under which, a Participant's Performance Award will vest, and the
other terms and conditions of the Performance Award in addition to those set
forth in Section 9.2.

                  (b) Criteria for Awards. The Committee may condition the grant
or vesting of a Performance Award upon the attainment of specified performance
goals, including, but not limited to, appreciation in the Fair Market Value,
book value or other measure of value of the Common Stock, the performance of the
Company based on earnings or cash flow.

         9.2  Terms and Conditions of Performance Awards. Performance Awards
granted pursuant to this Section IX shall be subject to the following terms and
conditions:

                  (a) Dividends. Unless otherwise determined by the Committee at
the time of the grant of the Award, amounts equal to any dividends declared
during the Performance Period with respect to any Shares covered by a
Performance Award will not be paid to the Participant.

                  (b) Payment. Subject to the provisions of the Award Agreement
and this Plan, at the expiration of the Performance Period, share certificates,
cash or both (as the Committee may determine) shall be delivered to the
Participant, or his or her legal representative or guardian, in a number or an
amount equal to the vested portion of the Performance Award.

                  (c) Non-Transferability. Performance Awards shall not be
Transferable except in accordance with the provisions of Section 12.3 of this
Plan.

                  (d) Termination of Employment. Subject to the applicable
provisions of the Award Agreement and this Plan, upon termination of a
Participant's employment with the Company or a Subsidiary for any reason during
the Performance Period for a given Award, the Performance Award in question will
vest or be forfeited in accordance with the terms and conditions established by
the Committee.

                                   SECTION X.

                              TERMINATION OF AWARDS

         10.1 Termination of Awards to Employees and Directors. Subject to the
provisions of Section 10.2, all Awards issued to Employees and Directors under
this Plan shall terminate as follows:

                  (a) Termination by Death, Disability or Retirement. Unless
otherwise determined by the Committee at the time of grant, if an Employee's
employment by, or a Director's service on the board of, the Company or a
Subsidiary terminates by reason of death, Disability or Retirement, any Awards
held by such Participant shall become fully Vested and, in the case of Stock
Options, may thereafter be exercised by the Participant or by the Participant's
beneficiary or legal representative, for a period of three

                                      -10-




(3) years (or such longer period as the Committee or, except in the case of
Participants who are Officers, the Chief Executive Officer of the Company may
specify at or after grant) after the date of such termination of employment or
service or until the expiration of the stated term of such Award, whichever
period is shorter.

                  (b) Termination For Cause. If an Employee's employment by, or
a Director's service on the board of, the Company or a Subsidiary is terminated
for Cause, or if after such termination such Participant engages in any act
which would have warranted a termination of such employment or service for
Cause, such Participant shall forfeit all of his or her rights to any
outstanding Awards which have not been exercised and all of such unexercised
Awards shall terminate upon the earlier to occur of the date of termination of
such employment or service or the date upon which the Participant has engaged in
any of the conduct described as justifying such a termination for Cause.

                  (c) Other Termination. Unless otherwise determined by the
Committee at the time of grant, if an Employee's employment by, or a Director's
service on the board of, the Company or a Subsidiary terminates for any reason
other than death, Disability, Retirement, or for Cause, all of such
Participant's Vested or otherwise exercisable Stock Options will terminate on
the earlier to occur of the stated expiration date of the Awards or ninety (90)
calendar days after such termination of employment or service. If a Participant
dies during the ninety (90) day period following the termination of the
employment or directorship, any unexercised Award held by the Participant shall
be exercisable, to the full extent that such Award was exercisable at the time
of death, for a period of one (1) year from the date of death or until the
expiration of the stated term of the Award, whichever occurs first.

         10.2 Acceleration of Vesting and Extension of Exercise Period Upon
Termination. Upon the termination of a Participant's employment or directorship
with the Company or any of the Company's Subsidiaries, excluding, however, any
Participant who has been terminated for Cause, either the Committee or, unless
the Committee determines otherwise, the Chief Executive Officer may in its or
his sole discretion:

                  (a) Accelerate the Vesting of, or otherwise cause to be
exercisable or free of restrictions, all or part of any Awards held by such
terminated Participant so that such Awards will be fully or partially
exercisable as of the date of termination of employment or such other date as
the Committee or Chief Executive Officer may choose; and

                  (b) Extend the exercise period of all or part of any Stock
Options held by such terminated Participant for up to five years from the date
of termination (whether such termination was because of death, Disability,
Retirement or otherwise) but in no event longer than the original expiration
date of such Award;

provided, however, that no person or entity other than the Committee shall have
the authority or discretion to accelerate the Vesting of, otherwise cause to be
exercisable or free of restrictions, or extend the exercise period of, any Award
granted to an Officer or Director of the Company.

         10.3 Buyout and Settlement of Awards. The Committee may at any time
offer to buy out an Award (of any type or kind) previously granted, based on
such terms and conditions as the Committee shall establish. The Committee may
also substitute new Awards for previously granted Awards with the new Awards
containing different terms and conditions, including different exercise prices,
than those contained in the Awards being replaced.

                                      -11-



                                   SECTION XI.

                      TERMINATION OR AMENDMENT OF THIS PLAN

         11.1 Termination or Amendment. The Board may at any time, amend, in
whole or in part, any or all of the provisions of this Plan, or suspend or
terminate it entirely; provided, however, that, unless otherwise required by
law, the rights of a Participant with respect to any Awards granted prior to
such amendment, suspension or termination may not be impaired without the
consent of such Participant. In addition, no amendment may be made without first
obtaining shareholder approval if such amendment would increase the maximum
number of Shares which may be granted to any individual Participant, or increase
the total number of Shares available for issuance under this Plan.

                                  SECTION XII.

                               GENERAL PROVISIONS

         12.1 No Right to Continued Employment. The adoption of this Plan and
the granting of Awards hereunder shall not confer upon any Employee the right to
continued employment nor shall it interfere in any way with the right of the
Company or any Subsidiary to terminate the employment or directorship,
respectively, of any Employee at any time.

         12.2 Awards to Persons Outside the United States. To the extent
necessary or appropriate to comply with foreign law or practice, the Committee
may, without amending this Plan: (i) establish special rules applicable to
Awards granted to Eligible Persons who are either or both foreign nationals or
employed outside the United States, including rules that differ from those set
forth in this Plan, and (ii) grant Awards to such Eligible Persons in accordance
with those rules.

         12.3 Non-Transferability of Awards. Except as otherwise provided by the
Committee at or after grant, no Award or benefit payable under this Plan shall
be Transferable by the Participant during his or her lifetime, nor may it be
assigned, exchanged, pledged, transferred or otherwise encumbered or disposed of
except by will or the laws of descent and distribution; and no Award shall be
exercisable by anyone other than the Participant or the Participant's guardian
or legal representative during such Participant's lifetime. The Committee may in
its sole discretion permit a Participant to transfer a Non-Qualified Stock
Option for no consideration to or for the benefit of the Participant's Immediate
Family (including, without limitation, to a trust for the benefit of the
Participant's Immediate Family or to a partnership or limited liability company
for one or more members of the Participant's Immediate Family), subject to such
limits as the Committee may establish, and the transferee shall remain subject
to all the terms and conditions applicable to such Award.

         12.4 Other Plans. In no event shall the value of, or income arising
from, any Awards issued under this Plan be treated as compensation for purposes
of any pension, profit sharing, life insurance, disability or other retirement
or welfare benefit plan now maintained or hereafter adopted by the Company or
any Subsidiary, unless such plan specifically provides to the contrary.

         12.5 Unfunded Plan. This Plan is not a "Retirement Plan" or "Welfare
Plan" under the Employee Retirement Income Security Act of 1974, as amended.
This Plan shall be unfunded and shall not create (or be construed to create) a
trust or a separate fund or funds. This Plan shall not establish any fiduciary
relationship between the Company and any Participant or any other person. To the
extent any person holds any rights by virtue of an Award granted under this
Plan, such rights shall be no greater than the rights of an unsecured general
creditor of the Company.

         12.6 Withholding of Taxes. The Company shall have the right to deduct
from any payment to be made pursuant to this Plan, or to otherwise require,
prior to the issuance or delivery of any Shares or the payment of any cash to a
Participant, payment by the Participant of any Federal, state, local or foreign

                                      -12-



taxes which the Company reasonably believes are required by law to be withheld.
The Committee may permit all or a portion of any such withholding obligation
(not exceeding the minimum amount required to be so withheld) to be satisfied by
reducing the number of shares otherwise deliverable or by accepting the delivery
of Shares previously owned by the Participant, which Shares shall be valued at
the Fair Market Value of the Common Stock on the exercise date. Any fraction of
a Share required to satisfy such tax obligations shall be disregarded and the
amount due shall be paid instead in cash by the Participant. The Company may
also withhold from any future earnings of salary, bonus or any other payment due
to the Participant the amount necessary to satisfy any outstanding tax
obligations related to the grant or exercise of any Award granted pursuant to
this Plan.

         12.7  Reimbursement of Taxes. The Committee may provide in its
discretion that the Company may reimburse a Participant for Federal, state,
local and foreign tax obligations incurred as a result of the grant or exercise
of an Award issued under this Plan.

         12.8  Governing Law. This Plan and all actions taken in connection with
it shall be governed by the laws of the State of Ohio, without regard to the
principles of conflict of laws.

         12.9  Liability. No employee of the Company nor member of the Committee
or the Board shall be liable for any action or determination taken or made in
good faith with respect to the Plan or any Award granted hereunder and, to the
fullest extent permitted by law, all employees and members of the Committee and
the Board shall be indemnified by the Company for any liability and expenses
which they may incur through any claim or cause of action arising under or in
connection with this Plan or any Awards granted under this Plan.

         12.10 Successors. All obligations of the Company under this Plan shall
be binding upon and inure to the benefit of any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of
the business, stock, and/or assets of the Company.

                                      -13-

EX-10.B

                                                                    Exhibit 10-b

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
                 NON-QUALIFIED STOCK OPTION AWARD AND AGREEMENT

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the
"Company"), hereby awards you (the "Optionee" named below) a Non-Qualified Stock
Option ("Option") under the Chiquita 2002 Stock Option and Incentive Plan (the
"Plan") to purchase the number of shares of the Company's Common Stock, par
value $.01 per share ("Shares"), at the Option Price, set forth below, subject
to the following terms and conditions:

        Optionee:     No. of Shares:      Option Price:      Grant Date:
        ---------     --------------      -------------      -----------

     Cyrus F. Freidheim, Jr.

Unless otherwise provided in this Agreement, capitalized terms have the meanings
specified in the Plan.

VESTING: This Option vests between the Grant Date and January 1, 2006, with 25%
of the total number of Shares vesting (becoming exercisable) on January 1 in
each of 2003, 2004, 2005 and 2006 or, if earlier, upon a Change of Control of
the Company; provided that you have remained continuously employed by the
Company or any of its Subsidiaries or served as a director of the Company (such
employment or service being hereinafter referred to as "Service") through the
applicable vesting date. Notwithstanding the foregoing, you may elect, by filing
a written election with the Company prior to the date of a Change of Control, to
waive all or a portion of your rights to vest in this Option by reason of the
Change of Control. If your Service terminates because of your death or
Disability, all the Shares covered by this Option will vest on termination of
your Service. If your Service terminates because of your Retirement (as defined
below), vesting of the Shares covered by this Option will cease as of the date
of your Retirement. For purposes of this Option, notwithstanding the provisions
of the Plan, your "Retirement" shall be deemed to occur upon the termination of
your Service for any reason other than Cause or your death or Disability.

TERM: This Option expires 10 years from the Grant Date set forth above. If your
Service terminates prior to the expiration date, this Option will be subject to
earlier termination as specified in the Plan.

EXERCISE: In order to exercise this Option, you must deliver to the Company a
written notice indicating the number of Shares being exercised, accompanied by
full payment of the Option Price. You must exercise this Option for at least 100
shares, unless the total number of vested Shares covered by this Option is less
than 100, in which case you must exercise this Option for all then-vested
Shares. You may pay the Option Price in cash or in shares of Common Stock owned
by you for at least six months prior to the exercise. You will have no rights as
a stockholder with respect to the Shares before exercise of this Option and
delivery to you of a certificate evidencing those Shares.

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting
from the issuance of Shares upon exercise of this Option. The Company has the
right to withhold all applicable taxes due upon the exercise of this Option (by
payroll deduction or otherwise) from the proceeds of such exercise or from
future earnings (including salary, bonus, director's fees or any other
payments).



May 9, 2002
Page 2

CONDITIONS: This Option is governed by and subject to the terms and conditions
of the Plan, which contains important provisions of this award and forms a part
of this Agreement. A copy of the Plan is being provided to you, along with a
summary of the Plan. If there is any conflict between any provision of this
Agreement and the Plan, this Agreement will control, unless the provision is not
permitted by the Plan, in which case the provisions of the Plan will apply. Your
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. laws.

ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return
one copy of this Agreement to the Corporate Secretary's Office, Attention:
Barbara Howland.

CHIQUITA BRANDS INTERNATIONAL, INC.   Please complete the following information:

By:  _______________________________  _______________________________________
     Barry H. Morris, Vice President  Home Address
     Human Resources

                                      _______________________________________
By:  _______________________________
     Cyrus F. Freidheim, Jr.              ___________________________________

Date Acknowledged: _________________  _______________________________________
                                      Social Security Number

EX-10.C

                                                                    Exhibit 10-c

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
                 NON-QUALIFIED STOCK OPTION AWARD AND AGREEMENT

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the
"Company"), hereby awards you (the "Optionee" named below) a Non-Qualified Stock
Option ("Option") under the Chiquita 2002 Stock Option and Incentive Plan (the
"Plan") to purchase the number of shares of the Company's Common Stock, par
value $.01 per share ("Shares"), at the Option Price, set forth below, subject
to the following terms and conditions:

        Optionee:          No. of Shares:        Option Price:       Grant Date:
        ---------          --------------        -------------       -----------

     Cyrus F. Freidheim, Jr.

Unless otherwise provided in this Agreement, capitalized terms have the meanings
specified in the Plan.

VESTING: This Option vests between the Grant Date and January 1, 2006, with 25%
of the total number of Shares vesting (becoming exercisable) on January 1 in
each of 2003, 2004, 2005 and 2006 or, if earlier, upon a Change of Control of
the Company; provided that you have remained continuously employed by the
Company or any of its Subsidiaries or served as a director of the Company (such
employment or service being hereinafter referred to as "Service") through the
applicable vesting date; and provided, further, that if a Change of Control
occurs prior to December 31, 2002, this Option will not vest until such date and
will vest on such date only if you continue to be employed as Chief Executive
Officer of the Company on such date. Notwithstanding the foregoing, you may
elect, by filing a written election with the Company prior to the date of a
Change of Control, to waive all or a portion of your rights to vest in this
Option by reason of the Change of Control. If your Service terminates because of
your death or Disability, all the Shares covered by this Option will vest on
termination of your Service. If your Service terminates because of your
Retirement (as defined below), vesting of the Shares covered by this Option will
cease as of the date of your Retirement. For purposes of this Option,
notwithstanding the provisions of the Plan, your "Retirement" shall be deemed to
occur upon the termination of your Service for any reason other than Cause or
your death or Disability.

TERM: This Option expires 10 years from the Grant Date set forth above. If your
Service terminates prior to the expiration date, this Option will be subject to
earlier termination as specified in the Plan.

EXERCISE: In order to exercise this Option, you must deliver to the Company a
written notice indicating the number of Shares being exercised, accompanied by
full payment of the Option Price. You must exercise this Option for at least 100
shares, unless the total number of vested Shares covered by this Option is less
than 100, in which case you must exercise this Option for all then-vested
Shares. You may pay the Option Price in cash or in shares of Common Stock owned
by you for at least six months prior to the exercise. You will have no rights as
a stockholder with respect to the Shares before exercise of this Option and
delivery to you of a certificate evidencing those Shares.

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting
from the issuance of Shares upon exercise of this Option. The Company has the
right to withhold all applicable taxes due upon the exercise of this Option (by
payroll deduction or otherwise) from the proceeds of such exercise or from
future earnings (including salary, bonus, director's fees or any other
payments).



May 30, 2002
Page 2

CONDITIONS: This Option is governed by and subject to the terms and conditions
of the Plan, which contains important provisions of this award and forms a part
of this Agreement. A copy of the Plan is being provided to you, along with a
summary of the Plan. If there is any conflict between any provision of this
Agreement and the Plan, this Agreement will control, unless the provision is not
permitted by the Plan, in which case the provisions of the Plan will apply. Your
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. laws.

ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return
one copy of this Agreement to the Corporate Secretary's Office, Attention:
Barbara Howland.

CHIQUITA BRANDS INTERNATIONAL, INC.   Please complete the following information:

By:  _______________________________  ______________________________________
     Barry H. Morris, Vice President  Home Address
     Human Resources

                                      ______________________________________
By:  _______________________________
     Cyrus F. Freidheim, Jr.          ______________________________________

Date Acknowledged: _________________  ______________________________________
                                      Social Security Number

EX-10.D

                                                                    Exhibit 10-d

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
            DIRECTOR'S NON-QUALIFIED STOCK OPTION AWARD AND AGREEMENT

GRANT: Chiquita Brands International, Inc., a New Jersey corporation
("Company"), hereby awards you (the "Optionee" named below) a Non-Qualified
Stock Option ("Option") under the Chiquita 2002 Stock Option and Incentive Plan
(the "Plan") to purchase the number of shares of the Company's Common Stock, par
value $.01 per share ("Shares"), at the Option Price, set forth below, subject
to the following terms and conditions:

         Optionee:       No. of Shares:       Option Price:       Grant Date:
         ---------       --------------       -------------       -----------



Unless otherwise provided in this Agreement, capitalized terms have the meanings
specified in the Plan.

VESTING: This Option vests between the Grant Date and January 1, 2006, with 25%
of the total number of Shares vesting (becoming exercisable) on January 1 in
each of 2003, 2004, 2005, and 2006 or, if earlier, upon a Change of Control of
the Company; provided that you have served continuously as a director of the
Company through the applicable vesting date. Notwithstanding the foregoing, you
may elect, by filing a written election with the Company prior to the date of a
Change of Control, to waive all or a portion of your rights to vest in this
Option by reason of the Change of Control. If your service as a director
terminates because of your death or Disability, all the Shares covered by this
Option will vest on the termination of your service. If your service as a
director terminates because of your Retirement (as defined below), vesting of
the Shares covered by this Option will cease as of the date of your Retirement.
For purposes of this Option, notwithstanding the provisions of the Plan, your
"Retirement" shall be deemed to occur upon the termination of your services as a
director, regardless of your age, for any reason other than Cause or your death
or Disability.

TERM: This Option expires 10 years from the Grant Date set forth above. If your
service as a director terminates prior to the expiration date, this Option will
be subject to earlier expiration as specified in the Plan.

EXERCISE: In order to exercise this Option, you must deliver to the Company a
written notice indicating the number of Shares being exercised, accompanied by
full payment of the Option Price. You must exercise this Option for at least 100
shares, unless the total number of vested Shares covered by this Option is less
than 100, in which case you must exercise this Option for all then-vested
Options. You may pay the Option Price in cash or in shares of Common Stock owned
by you for at least six months prior to the exercise. You will have no rights as
a stockholder with respect to the Shares before exercise of this Option and
delivery to you of a certificate evidencing those Shares.

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting
from the issuance of Shares upon exercise of this Option. The Company has the
right to withhold all applicable taxes due upon the exercise of this Option (by
deduction from director's fees or otherwise) from the proceeds of such exercise
or from future director's fees or any other payments.



May 30, 2002
Page 2


CONDITIONS: This Option is governed by and subject to the terms and conditions
of the Plan, which contains important provisions of this award and forms a part
of this Agreement. A copy of the Plan is being provided to you, along with a
summary of the Plan. If there is any conflict between any provision of this
Agreement and the Plan, this Agreement will control, unless the provision is not
permitted by the Plan, in which case the provisions of the Plan will apply. Your
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. laws.

ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return
one copy of this Agreement to the Corporate Secretary's Office, Attention:
Barbara Howland.

CHIQUITA BRANDS INTERNATIONAL, INC.   Please complete the following information:


By: _______________________________   _______________________________________
    Barry H. Morris, Vice President   Home Address
    Human Resources
                                      _______________________________________
By: _______________________________
    Director/Optionee Signature       _______________________________________

Date Acknowledged: ________________   _______________________________________
                                      Social Security Number

EX-10.E

                                                                    Exhibit 10-e

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
                 NON-QUALIFIED STOCK OPTION AWARD AND AGREEMENT

Congratulations! You have been awarded a stock option under the Chiquita 2002
Stock Option and Incentive Plan (the "Plan"). This award offers you an
opportunity to share in the Company's long-term growth by giving you the right
over the next ten years to purchase shares of the Company's Common Stock at
today's market price. Over time, you may have the opportunity to earn additional
compensation through the exercise of this option. Please read this Agreement
carefully and return one copy as requested below. Unless otherwise provided in
this Agreement, capitalized terms have the meanings specified in the Plan.

GRANT: Chiquita Brands International, Inc., a New Jersey corporation
("Company"), hereby awards you (the Optionee named below) a Non-Qualified Stock
Option ("Option") to purchase the number of shares of the Company's Common
Stock, par value $.01 per share ("Shares"), at the Option Price, set forth
below, subject to the following terms and conditions:

        Optionee:      No. of Shares:      Option Price:      Grant Date:

VESTING: This Option vests between the Grant Date and January 1, 2006, with 25%
of the total number of Shares vesting (becoming exercisable) on January 1 in
each of 2003, 2004, 2005, and 2006 or, if earlier, upon a Change of Control of
the Company; provided that you have remained continuously employed by the
Company or any of its Subsidiaries through the applicable vesting date.
Notwithstanding the foregoing, you may elect, by filing a written election with
the Company prior to the date of a Change of Control, to waive all or a portion
of your rights to vest in this Option by reason of the Change of Control. If
your employment terminates because of your death, Disability or Retirement, all
the Shares covered by this Option will vest on your termination of employment.

TERM: This Option expires 10 years from the Grant Date set forth above. If your
employment terminates prior to the expiration date, this Option will terminate
as specified in the Plan.

EXERCISE: In order to exercise this Option, you must deliver to the Company a
written notice indicating the number of Shares being exercised, accompanied by
full payment of the Option Price. You must exercise this Option for at least 100
shares, unless the total number of vested Shares covered by this Option is less
than 100, in which case you must exercise this Option for all then-vested
Shares. You may pay the Option Price in cash or in shares of Common Stock owned
by you for at least six months prior to the exercise. You will have no rights as
a stockholder with respect to the Shares before exercise of this Option and
delivery to you of a certificate evidencing those Shares.

TAXES: You must pay all applicable U.S. federal, state, local and any foreign
taxes resulting from the grant or vesting of this Option or issuance of Shares
upon exercise of this Option. The Company has the right to withhold all
applicable taxes due upon the exercise of this Option (by payroll deduction or
otherwise) from the proceeds of such exercise or from future earnings (including
salary, bonus or any other payments).

CONDITIONS: This Option is governed by and subject to the terms and conditions
of the Plan, which contains important provisions of this award and forms a part
of this Agreement. A copy of the Plan is being provided to you, along with a
summary of the Plan. If there is any conflict between any provision of this
Agreement and the Plan, this Agreement will control, unless the provision is not
permitted by the Plan, in which case the provision of the Plan will apply. Your
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. and foreign laws.

ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return
one copy of this Agreement to the Corporate Secretary's Office, Attention:
Barbara Howland.

CHIQUITA BRANDS INTERNATIONAL, INC.   Please complete the following information:

By: _______________________________
    Barry H. Morris, Vice President   Home Address (including country)
    Human Resources
                                      __________________________________________
By: _______________________________   __________________________________________
    Associate/Optionee Signature
 Date Acknowledged:________________   __________________________________________
                                      U.S.  Social Security Number (if
                                      applicable)

EX-10.F

                                                                    Exhibit 10-f

                       CHIQUITA BRANDS INTERNATIONAL, INC.
                      2002 STOCK OPTION AND INCENTIVE PLAN
                      RESTRICTED STOCK AWARD AND AGREEMENT

Chiquita Brands International, Inc., a New Jersey corporation ("Company"),
hereby awards to you (the "Grantee" named below) restricted shares of the
Company's Common Stock, par value $.01 per share ("Shares"), subject to the
forfeiture provisions and other terms of this Agreement. This award is being
made pursuant to the Chiquita 2002 Stock Option and Incentive Plan (the "Plan").
The Shares will be issued at no cost to you on the Vesting Dates set forth
below, provided that you serve as a director of the Company or are employed by
the Company or any of its Subsidiaries (such service or employment being
hereinafter referred to as "Service") on the applicable Vesting Date. Please
read this Agreement carefully and return one copy as requested below. Unless
otherwise provided in this Agreement, capitalized terms have the meanings
specified in the Plan.

- --------------------------------------------------------------------------------

        Grantee:           No. of Shares:    Grant Date:      Vesting Dates:
        --------           --------------    -----------      --------------
 Cyrus F. Freidheim, Jr.       25,000       April 9, 2002   January 1, 2003 and
                                                              January 1, 2004
- --------------------------------------------------------------------------------

VESTING: The Shares will vest in two equal installments of 12,500 shares each on
January 1 in each of the years 2003 and 2004 or, if earlier, upon a Change of
Control of the Company (the "Vesting Dates"), subject, however, to the
forfeiture provisions set forth below. Notwithstanding the foregoing, you may
elect, by filing a written election with the Company prior to the date of a
Change of Control, to waive all or a portion of your rights to vest in this
award by reason of the Change of Control. If your Service terminates because of
your death or Disability, then all the Shares issuable under this award will
vest upon termination of your Service. Notwithstanding the provisions of the
Plan, no unvested Shares will vest by virtue of your Retirement. On each Vesting
Date (or promptly thereafter), the Company will deliver to you a certificate
representing the Shares which have vested on such date.

NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to any Vesting Date, you will
have no rights as a shareholder of the Company with respect to the Shares to be
issued on or after that Vesting Date.

FORFEITURE OF SHARES: In the event of the termination of your Service for any
reason (other than as a result of death or Disability), then all unvested Shares
will be forfeited as of the date of termination of your Service, and any rights
to such forfeited Shares will immediately cease.

BUY OUT: On any Vesting Date, the Company will have the right, in its sole
discretion and without your consent, to elect to pay you the Fair Market Value
of the Shares vesting on such Vesting Date in lieu of issuing you a certificate
for such Shares. The Company's determination on any Vesting Date to issue Shares
or to pay the Fair Market Value of Shares shall in no way affect the Company's
right to elect to issue Shares or to pay the Fair Market Value of the Shares on
any other Vesting Date.



April 9, 2002
Page 2

TAXES: You must pay all applicable U.S. federal, state and local taxes resulting
from the grant of this award or the issuance of Shares upon vesting of this
award. The Company has the right to withhold all applicable taxes due upon the
vesting of this award (by payroll deduction or otherwise) from the proceeds of
this award or from future earnings (including salary, bonus, director's fees or
any other payments.)

CONDITIONS: This award is governed by and subject to the terms and conditions of
the Plan, which contains important provisions of this award and forms a part of
this Agreement. A copy of the Plan is being provided to you, along with a
summary of the Plan. If there is any conflict between any provision of this
Agreement and the Plan, this Agreement will control, unless the provision is not
permitted by the Plan, in which case the provisions of the Plan will apply. Your
rights and obligations under this Agreement are also governed by and are subject
to applicable U.S. laws.

ACKNOWLEDGEMENT: To acknowledge receipt of this award, please sign and return
one copy of this Agreement to the Corporate Secretary's Office, Attention:
Barbara Howland.

CHIQUITA BRANDS INTERNATIONAL, INC.          Complete Grantee Information below:


By: ___________________________________      Home Address
    Barry H. Morris, Vice President
    Human Resources                          ___________________________________

By:____________________________________
    Cyrus F. Freidheim, Jr.

Date Acknowledged:_____________________      ___________________________________
                                             Social Security Number

EX-10.G

                                                                    Exhibit 10-g

                               SEVERANCE AGREEMENT

                CONFORMED TO INCLUDE AMENDMENTS MADE BY AMENDMENT
                 TO SEVERANCE AGREEMENT DATED FEBRUARY 14, 2001

          THIS AGREEMENT, dated January 16, 2001, is made by and between
Chiquita Brands International, Inc., a New Jersey corporation (the "Company"),
and Barry H. Morris (the "Executive").

          WHEREAS, the Company considers it essential to the best interests of
its stockholders to foster the continued employment of key management personnel;
and

          WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control exists and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders; and

          WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:

          1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the last Section hereof.

          2. Term Of Agreement. The Term of this Agreement shall commence on the
date hereof and shall continue in effect through December 31, 2004; provided,
however, that if a Change in Control described in Section 6.1 hereof shall have
occurred during the Term, the Term shall expire on the third anniversary of such
Change in Control; and further, provided, however, that if an event or
transaction described in clause (a) of the second sentence of Section 6.1 hereof
shall have occurred during the Term, the Term shall be extended, if necessary,
so as to expire not earlier than six months following the occurrence of such
event or transaction.



          3. Company's Covenants Summarized.

          3.1 In order to induce the Executive to remain in the employ of the
Company and in consideration of the Executive's covenants set forth in Section 4
hereof, the Company agrees, under the conditions described herein, to pay the
Executive the Severance Payments and the other payments and benefits described
herein. Except as provided in Section 9.1 hereof, no Severance Payments shall be
payable under this Agreement unless there shall have been a termination of the
Executive's employment with the Company during the Term and following a Change
in Control described in Section 6.1 hereof.

          3.2 This Agreement shall not be construed as creating an express or
implied contract of employment and, except as otherwise agreed in writing
between the Executive and the Company, the Executive shall not have any right to
be retained in the employ of the Company.

          3.3 If the Executive materially breaches any of the terms of this
Agreement, the Company shall immediately be entitled, in its sole discretion, to
terminate its obligations to the Executive under this Agreement.

          3.4 If Executive is now, or at any time during the term of this
Agreement becomes, employed by a subsidiary of the Company (including an
indirect subsidiary of the Company), (a) all references herein to his
employment, or termination of employment, by or with the Company shall, except
where the context otherwise indicates, be deemed to be references to his
employment, or termination of employment, by or with such subsidiary and (b) the
Company shall have the right to cause such subsidiary to pay amounts and provide
other benefits due to the Executive under this Agreement on the Company's
behalf, provided that nothing in this clause (b) shall relieve the Company of
its obligation to cause all such amounts to be paid and such benefits to be
provided to the Executive when due. The transfer of the Executive to the employ
of the Company or any subsidiary of the Company shall not constitute a
termination of his employment for purposes of this Agreement.

          4. The Executive's Covenants.

          4.1 Prior to the occurrence of a Change in Control, unless and until
required to be disclosed by the Company pursuant to a filing made under the
Federal securities laws, or as otherwise required by law or to enforce the
Executive's rights under this Agreement, the Executive shall keep the terms of
this Agreement confidential and not discuss them with any person other than the
Executive's immediate family members or personal professional advisors.

                                       2



          4.2 The Executive shall execute a release of claims against the
Company substantially in the form set forth as Exhibit A hereto, at such time
and in such manner as may reasonably be requested by the Company, in connection
with the Executive's termination of employment under the terms of this Agreement
and as a condition to any payment or other provision of benefits by the Company
hereunder.

          4.3 Following termination of his employment with the Company, the
Executive shall not use or disclose confidential information with respect to the
Company or any of its subsidiaries to any person not authorized by the Company
to receive such information, and the Executive shall assist the Company, in such
manner as may reasonably be requested by the Company, in any litigation in which
the Company or any of its subsidiaries is or may become involved. The
Executive's obligations under this Section 4.3 shall not be limited by the Term
of this Agreement and shall continue in full force following the expiration of
this Agreement.

          5. Compensation Other Than Severance Payments.

          5.1 If the Executive's employment shall be terminated for any reason
during the Term and following a Change in Control described in Section 6.1
hereof, the Company shall pay the Executive's full salary to the Executive
through the Date of Termination at the rate in effect immediately prior to the
Date of Termination or, if higher, the rate in effect immediately prior to the
Change in Control, together with all compensation and benefits (including
without limitation, pay for accrued but unused vacation) payable to the
Executive through the Date of Termination under the terms of the Company's
compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the Change in Control.

          5.2 If the Executive's employment shall be terminated for any reason
during the Term and following a Change in Control described in Section 6.1
hereof, the Company shall provide to the Executive the Executive's normal
post-termination compensation and benefits (including but not limited to
outplacement services and, if the Executive's place of employment was outside
the United States, all benefits under the Company's repatriation policy to which
the Executive would be entitled if there were approval by all Company
departments whose approval is required under such policy) as such payments and
benefits become due. Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the Company's retirement,
insurance and other compensation or benefit plans, programs, policies and
arrangements as in effect immediately prior to the Date of Termination or, if
more favorable to the Executive, as in effect immediately prior to the
occurrence of the Change in Control.

                                       3



          6. Severance Payments.

          6.1 Subject to Section 6.2 hereof, if (1) a Change in Control occurs
on or prior to December 31, 2004, and (2) the Executive's employment is
terminated (other than (A) by the Company for Cause, (B) by reason of death or
Disability, or (C) by the Executive without Good Reason) and the Date of
Termination in connection therewith occurs within three (3) years after such
Change in Control then the Company shall pay the Executive the amounts, and
provide the Executive the benefits, hereinafter described in this Section 6.1
("Severance Payments"), together with any payments that may be due under Section
6.2 hereof, in addition to any payments and benefits to which the Executive is
entitled under Section 5 hereof. For purposes of this Agreement, the Executive's
employment shall be deemed to have been terminated following a Change in Control
by the Company without Cause or by the Executive for Good Reason if (a) in
connection with Executive's termination of employment by the Company without
Cause or by the Executive for Good Reason determined by treating the event or
transaction hereinafter described as the Change in Control), a Notice of
Termination is furnished following an event or transaction described in Section
15(G)(1)(x) or Section 15(G)(3)(x) which occurs on or prior to December 31,
2004, and (b) a Management Change occurs in connection with or within twelve
(12) months following such event or transaction and subsequent to, but not more
than six (6) months after, the furnishing of such Notice of Termination.

                        (A)  In lieu of any further salary payments to the
     Executive for periods subsequent to the Date of Termination and in lieu of
     any severance benefit otherwise payable by the Company or any of its
     subsidiaries to the Executive, the Company shall pay to the Executive a
     lump sum severance payment, in cash, equal to (1) if the Date of
     Termination occurs on or prior to the second anniversary of the Change in
     Control, two and three-quarters (2.75) times the sum of (i) the Executive's
     base salary as in effect immediately prior to the Date of Termination or,
     if higher, in effect immediately prior to the Change in Control (the "Base
     Salary"), plus (ii) the target annual bonus established for the Executive
     under the bonus plan maintained by the Company in respect of the fiscal
     year in which occurs the Date of Termination (or, if higher, in respect of
     the fiscal year in which occurs the Change in Control), or (2) if the Date
     of Termination occurs after the second anniversary of the Change in
     Control, one (1) times the sum of such Base Salary plus such target annual
     bonus. If, notwithstanding the foregoing provision that the lump sum
     severance is to be in lieu of any severance benefit otherwise payable, the
     Company or any of its subsidiaries is required by applicable law to pay
     such a benefit, the Company's obligation

                                       4




     to pay such lump sum severance hereunder shall be offset and reduced by the
     amount of the benefit required to be paid by applicable law.

                        (B)  For the 33-month period immediately following the
     Date of Termination, the Company shall arrange to provide the Executive and
     his dependents with life, disability, accident and health insurance
     benefits substantially similar to those provided to the Executive and his
     dependents immediately prior to the Date of Termination (or, if more
     favorable to the Executive, those provided to the Executive and his
     dependents immediately prior to the Change in Control), at no greater cost
     to the Executive on an after-tax basis than the cost to the Executive
     immediately prior to such date or occurrence; provided, however, that the
     foregoing benefits shall be provided for a period of only twelve (12)
     months if the Date of Termination occurs after the second anniversary of
     the Change in Control. Benefits otherwise receivable by the Executive
     pursuant to this Section 6.1(B) shall be reduced to the extent benefits of
     the same type are received by or made available to the Executive at no
     greater cost by a subsequent employer during the applicable period set
     forth above (and any such benefits received by or made available to the
     Executive shall be reported to the Company by the Executive). If the
     Severance Payments shall be decreased pursuant to Section 6.2(B) hereof,
     and the Section 6.1(B) benefits which remain payable after the application
     of Section 6.2 hereof are thereafter reduced pursuant to the immediately
     preceding sentence, the Company shall, no later than five (5) business days
     following such reduction, pay to the Executive the least of (a) the amount
     of the decrease made in the Severance Payments pursuant to Section 6.2
     hereof, (b) the amount of the subsequent reduction in these Section 6.1(B)
     benefits, or (c) the maximum amount which can be paid to the Executive
     without being, or causing any other payment to be, nondeductible by reason
     of section 280G of the Code.

                        (C)  Notwithstanding any provision of any incentive,
     stock, retirement, savings or other plan to the contrary, as of the Date of
     Termination, (i) the Executive shall be fully vested in (1) all then
     outstanding options to acquire stock of the Company (or if such options
     have been assumed by, or replaced with options for shares of, a parent,
     surviving or acquiring company, such assumed or replacement options), and
     all then outstanding restricted shares of stock of the Company (or the
     stock of any parent, surviving or acquiring company into which such
     restricted shares have been converted or for which they have been
     exchanged) held by the Executive, (2) all accrued basic match and
     incremental match employer contributions under the Company's Capital
     Appreciation Plan (but not

                                       5



     deemed participation match contributions thereunder), and (3) to the extent
     permissible under the Code and the Employee Retirement Income Security Act
     of 1974, as amended ("ERISA"), all amounts credited to his account under
     the Company's 401(k) Savings and Investment Plan which are attributable to
     employer contributions; and (ii) all stock options referred to in clause
     (i) above shall remain exercisable until the earlier of (x) the third
     anniversary of the Date of Termination or (y) the otherwise applicable
     expiration date of such option. To the extent that the full vesting of the
     Executive under clause (i)(3) of the preceding sentence would violate
     either ERISA or the Code, the Company shall pay to the Executive a lump sum
     amount, in cash, equal to the amount which cannot become fully vested.

                        (D)  The Company shall pay to the Executive a lump sum
     amount, in cash, equal to the Executive's target annual bonus under the
     bonus plan maintained by the Company in respect of the fiscal year in which
     occurs the Date of Termination (or, if higher, in respect of the fiscal
     year in which occurs the Change of Control) multiplied by a fraction, the
     numerator of which is the number of days in such fiscal year through and
     including the Date of Termination, and the denominator of which is 365. For
     purposes of this clause (D), the Executive's target annual bonus in respect
     of 2001 shall be deemed to be 150% of his actual target annual bonus in
     respect of 2001 (less, if previously paid to the Executive, 60% of his
     actual target annual bonus in respect of 2001).

          6.2  (A) Except as otherwise provided in Section 6.2(B), if the
Severance Payments together with any payment or benefit received or to be
received by the Executive in connection with a Change in Control or the
termination of the Executive's employment (whether pursuant to the terms of this
Agreement or otherwise) (all such payments and benefits, excluding the Gross- Up
Payment, being hereinafter called "Total Payments") will be subject (in whole or
part) to the Excise Tax, then the Company shall pay to the Executive an
additional amount (the "Gross-Up Payment") such that the net amount retained by
the Executive, after deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and Excise Tax upon the
Gross-Up Payment, shall be equal to the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income taxes at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
localities of the Executive's residence and employment, as applicable, on the
Date of Termination, net of the maximum

                                       6



reduction in federal income tax which could be obtained from deduction of such
state and local taxes.

         (B) If the Total Payments would (but for this Section 6.2(B)) be
subject (in whole or part) to the Excise Tax, but the aggregate value of the
portion of the Total Payments which are considered "parachute payments" within
the meaning of section 280G(b)(2) of the Code is less than 330% of the
Executive's Base Amount, then subsection (A) of this Section 6.2 shall not
apply, and the cash Severance Payments shall be reduced (if necessary, to zero),
and all other Severance Payments shall thereafter be reduced (if necessary, to
zero), to the extent necessary to cause the Total Payments not to be subject to
the Excise Tax.

         (C) For purposes of determining whether any of the Total Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" within the meaning of
section 280G(b)(2) of the Code, unless in the opinion of the accounting firm
which was, immediately prior to the Change in Control, the Company's independent
auditor (the "Auditor"), such other payments or benefits (in whole or in part)
do not constitute parachute payments, including by reason of section
280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the
meaning of section 280G(b)(l) of the Code shall be treated as subject to the
Excise Tax unless, in the opinion of the Auditor, such excess parachute payments
(in whole or in part) represent reasonable compensation for services actually
rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of
the Base Amount allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Auditor in accordance
with the principles of sections 280G(d)(3) and (4) of the Code. Prior to the
payment date set forth in Section 6.3 hereof, the Company shall provide the
Executive with its calculation of the amounts referred to in this Section 6.2(C)
and such supporting materials as are reasonably necessary for the Executive to
evaluate the Company's calculations. If the Executive disputes the Company's
calculations (in whole or in part), the reasonable opinion of the Auditor with
respect to the matter in dispute shall prevail.

         (D) (I) In the event that (1) amounts are paid to the Executive
pursuant to Section 6.2(A), (2) there is a Final Determination that the Excise
Tax is less than the amount taken into account hereunder in calculating the
Gross-Up Payment, and (3) after giving effect to such Final Determination, the
Severance Payments are to be reduced pursuant to Section 6.2(B), the Executive
shall repay to the Company, within five (5) business days following the date of
the Final Determination, the Gross-Up Payment and the amount of the reduction in
the

                                        7



Severance Payments, plus interest on the amount of such repayments at 120% of
the rate provided in section 1274(b)(2)(B) of the Code.

         (II)  In the event that (1) amounts are paid to the Executive pursuant
to Section 6.2(A), (2) there is a Final Determination that the Excise Tax is
less than the amount taken into account hereunder in calculating the Gross-Up
Payment, and (3) after giving effect to such Final Determination, the Severance
Payments are not to be reduced pursuant to Section 6.2(B), the Executive shall
repay to the Company, within five (5) business days following the date of the
Final Determination, the portion of the Gross-Up Payment attributable to such
reduction (plus that portion of the Gross-Up Payment attributable to the Excise
Tax and federal, state and local income and employment taxes imposed on the
Gross-Up Payment being repaid by the Executive), to the extent that such
repayment results in a reduction in the Excise Tax and a dollar-for-dollar
reduction in the Executive's taxable income and wages for purposes of federal,
state and local income and employment taxes, plus interest on the amount of such
repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code.

         (III) Except as otherwise provided in clause (IV) below, in the event
there is a Final Determination that the Excise Tax exceeds the amount taken into
account hereunder in determining the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be determined at the time of
the Gross-Up Payment), the Company shall pay to the Executive, within five (5)
business days following the date of the Final Determination, the sum of (1) a
Gross-Up Payment in respect of such excess and in respect of any portion of the
Excise Tax with respect to which the Company had not previously made a Gross-Up
Payment, including a Gross-Up Payment in respect of any Excise Tax attributable
to amounts payable under clauses (2) and (3) of this paragraph (III) (plus any
interest, penalties or additions payable by the Executive with respect to such
excess and such portion), (2) if Severance Payments were reduced pursuant to
Section 6.2(B) but after giving effect to such Final Determination, the
Severance Payments should not have been reduced pursuant to Section 6.2(B), the
amount by which the Severance Payments were reduced pursuant to Section 6.2(B),
and (3) interest on such amounts at 120% of the rate provided in section
1274(b)(2) of the Code.

         (IV)  In the event that (1) Severance Payments were reduced pursuant to
Section 6.2(B) and (2) the aggregate value of Total Payments which are
considered "parachute payments" within the meaning of section 280G(b)(2) of the
Code is subsequently redetermined in a Final Determination, but such
redetermined value still does not exceed 330% of the Executive's Base Amount,
then, within five (5) business days following such Final Determination, (x) the
Company shall pay to the Executive the amount (if any) by which the reduced
Severance Payments (after

                                       8



taking the Final Determination into account) exceeds the amount of the reduced
Severance Payments actually paid to the Executive, plus interest on the amount
of such repayment at 120% of the rate provided in section 1274(b) of the Code,
or (y) the Executive shall pay to the Company the amount (if any) by which the
reduced Severance Payments actually paid to the Executive exceeds the amount of
the reduced Severance Payments (after taking the Final Determination into
account), plus interest on the amount of such repayment at 120% of the rate
provided in section 1274(b) of the Code.

         6.3   The payments provided in subsection (A) and (D) (and to the
extent applicable, subsection (C)) of Section 6.1 hereof and in Section 6.2
hereof shall be made not later than the fifteenth (15th) day following the Date
of Termination, provided, however, that if the amounts of such payments, and the
potential limitation on such payments set forth in Section 6.2 hereof, cannot be
finally determined on or before such day, the Company shall pay to the Executive
on such day an estimate, as determined in good faith by the Company or, in the
case of payments under Section 6.2 hereof, in accordance with said Section 6.2,
of the minimum amount of such payments to which the Executive is clearly
entitled and shall pay the remainder of such payments (together with interest on
the unpaid remainder (or on all such payments to the extent the Company fails to
make such payments when due) at 120% of the rate provided in section
1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but
in no event later than the sixtieth (60th) day after the Date of Termination. At
the time that payments are made under this Agreement, the Company shall provide
the Executive with a written statement setting forth the manner in which such
payments were calculated and the basis for such calculations including, without
limitation, any opinions or other advice the Company has received from the
Auditor or other advisors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

         6.4   The Company also shall pay to the Executive all legal fees and
expenses incurred by the Executive in disputing in good faith any issue
hereunder relating to the termination of the Executive's employment, in seeking
in good faith to obtain or enforce any benefit or right provided by this
Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of section 4999 of the Code to any payment or
benefit provided hereunder. Such payments shall be made within five (5) business
days after delivery of the Executive's written requests for payment accompanied
with such evidence of fees and expenses incurred as the Company reasonably may
require.

                                        9



         7.    Termination Procedures And Compensation During Dispute.

         7.1   Notice Of Termination. Any purported termination of the
Executive's employment hereunder (other than by reason of death) shall be
communicated by written Notice of Termination from one party hereto to the other
party hereto in accordance with Section 10 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated. Further, a Notice of Termination for Cause is required to include a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board which was called and held for the purpose of considering such termination
(after reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive's counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of
conduct set forth in clause (i) or (ii) of the definition of Cause herein, and
specifying the particulars thereof in detail.

         7.2   Date Of Termination. "Date of Termination," with respect to any
purported termination of the Executive's employment hereunder, including a
termination described in the second sentence of Section 6.1 hereof, shall mean
the date specified in the Notice of Termination (which, except in the case of a
termination for Cause, shall not be less than fifteen (15) days nor more than
thirty (30) days, respectively, from the date such Notice of Termination is
given).

         7.3   Dispute Concerning Termination. If, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be extended
until the earlier of (i) the date on which the Term ends or (ii) the date on
which the dispute is finally resolved, either by mutual written agreement of the
parties or by a final judgment, order or decree of an arbitrator (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no appeal has been perfected); provided, however, that the Date of
Termination shall be extended by a notice of dispute given by the Executive only
if such notice is given in good faith and the Executive pursues the resolution
of such dispute with reasonable diligence.

         7.4   Compensation During Dispute. If a purported termination occurs
following a Change in Control and during the Term and the Date of Termination is
extended in accordance with Section 7.3 hereof, the Company shall continue to
pay

                                       10



the Executive the full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given, until the Date of Termination, as determined in accordance with
Section 7.3 hereof. Payments of compensation otherwise receivable pursuant to
this Section 7.4 shall be reduced to the extent cash compensation is received by
the Executive from a subsequent employer for services rendered during the period
described in this Section 7.4 (and any such compensation received by a
subsequent employer shall be reported by the Executive to the Company), and
benefits otherwise receivable pursuant to this Section 7.4 shall be also be
reduced in the manner provided in the penultimate sentence of Section 6.1(B)
hereof. Amounts paid under this Section 7.4 are in addition to all other amounts
due under this Agreement (other than those due under Section 5.1 hereof) and
shall not be offset against or reduce any other amounts due under this
Agreement.

         8.   No Mitigation. The Company agrees that, if the Executive's
employment with the Company terminates during the Term, the Executive is not
required to seek other employment or to attempt in any way to reduce any amounts
payable to the Executive by the Company pursuant to Section 6 hereof or Section
7.4 hereof. Further, the amount of any payment or benefit provided for in this
Agreement (other than as expressly provided in Section 6.1(A), 6.1(B) or 7.4
hereof) shall not be reduced by any compensation earned by the Executive as the
result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Executive to the Company, or
otherwise.

         9.   Successors; Binding Agreement.

         9.1  In addition to any obligations imposed by law upon any successor
to the Company, the Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
within 30 days after a written demand therefor is delivered to the Board by the
Executive shall be a breach of this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder if the Executive were to terminate the
Executive's employment for Good Reason after a Change in Control, except that,
for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination.

                                       11



         9.2  This Agreement shall inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive shall
die while any amount would still be payable to the Executive hereunder (other
than amounts which, by their terms, terminate upon the death of the Executive)
if the Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the executors, personal representatives or administrators of the Executive's
estate.

         10.  Notices. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given if (a) mailed by registered mail, return receipt
requested, postage prepaid, (b) transmitted by hand delivery, (c) sent by
next-day or overnight delivery through Federal Express, UPS or another similar
nationally recognized delivery service, (d) sent by facsimile or telecopy
(provided a copy is contemporaneously mailed by first class mail), addressed in
each case if to the Executive, to the address inserted below the Executive's
signature on the final page hereof and, if to the Company, to the address set
forth below, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon actual receipt:

              To the Company:

              Chiquita Brands International, Inc.
              250 East Fifth Street
              Cincinnati, Ohio 45202
              Attention: Corporate Secretary

All such notices shall be deemed to have been received (w) if by certified or
registered mail, on the seventh business day after the mailing thereof, (x) if
by personal delivery, on the business day after such delivery, (y) if by next-
day or overnight delivery, on the business day after such delivery and (z) if by
facsimile or telecopy, on the business day following the sending of such
facsimile or telecopy.

         11.  Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or of any lack of compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at

                                       12



any prior or subsequent time.  This Agreement supersedes any other agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof which have been made by either party; provided, however,
that this Agreement shall supersede any agreement setting forth the terms and
conditions of the Executive's employment with the Company only in the event that
the Executive's employment with the Company is terminated on or following a
Change in Control, by the Company other than for Cause or by the Executive for
Good Reason. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Ohio. All references to
sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law and any additional withholding to which the Executive has agreed. The
obligations of the Company and the Executive under this Agreement which by their
nature may require either partial or total performance after the expiration of
the Term (including, without limitation, those under Sections 6 and 7 hereof)
shall survive such expiration. All pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the person or
persons referred to may require.

         12.  Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         13.  Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         14.  Settlement Of Disputes; Arbitration.

         14.1 All claims by the Executive for benefits under this Agreement
shall be directed to and determined by the Employee Benefits Committee of the
Company and shall be in writing. Any denial by the Employee Benefits Committee
of a claim for benefits under this Agreement shall be delivered to the Executive
in writing and shall set forth the specific reasons for the denial and the
specific provisions of this Agreement relied upon. The Employee Benefits
Committee shall afford a reasonable opportunity to the Executive for a review of
the decision denying a claim and shall further allow the Executive to appeal to
the Compensation Committee of the Board a decision of the Employee Benefits
Committee within sixty (60) days after notification by the Employee Benefits
Committee that the Executive's claim has been denied.

                                       13



         14.2 Any further dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Cincinnati,
Ohio, in accordance with the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction. Notwithstanding any provision of this Agreement to the contrary,
the Executive shall be entitled to seek specific performance of the Executive's
right to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.

         15.  Definitions. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

         (A)  "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.

         (B)  "Auditor" shall have the meaning set forth in Section 6.2 hereof.

         (C)  "Base Amount" shall have the meaning set forth in section
280G(b)(3) of the Code.

         (D)  "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.

         (E)  "Board" shall mean the Board of Directors of the Company.

         (F)  "Cause" for termination by the Company of the Executive's
employment shall mean (i) the willful and continued failure by the Executive to
substantially perform the Executive's duties with the Company (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a Notice
of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof)
that has not been cured within 30 days after a written demand for substantial
performance is delivered to the Executive by the Board, which demand
specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in conduct which is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the Executive's part shall be deemed "willful" unless done,
or omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Company.

                                       14



         (G)  A "Change in Control" shall be deemed to have occurred if:

         (1)  (x) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities (excluding
any Person who becomes such a Beneficial Owner in connection with a transaction
described in clause (x) of subparagraph (3) below), unless such combined voting
power of any such Person does not equal or exceed the combined voting power of
Exempt Holders, and (y) a Management Change occurs in connection with or within
twelve (12) months following the event described in clause (x) of this
subparagraph (1);

         (2)  the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on November
15, 2000, constituted the Board and any new director (other than a director
whose initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on November 15, 2000, or whose
appointment, election or nomination for election was previously so approved or
recommended;

         (3)  (x) there is consummated a merger or consolidation of the Company
or any direct or indirect subsidiary of the Company with any other corporation,
or there is consummated a sale of all or substantially all of the assets of the
Company or a similar transaction, and the voting securities of the Company
outstanding immediately prior to such merger, consolidation, sale or similar
transaction do not represent at least 50% of the combined voting power of the
securities of the Company, or the surviving or acquiring entity or any parent
thereof, outstanding immediately after such merger, consolidation, sale or
similar transaction, and (y) a Management Change occurs in connection with or
within twelve (12) months following the transaction described in clause (x) of
this subparagraph (3); or

         (4)  any other transaction or event that the Board, in its sole
judgment, determines to be a Change in Control for purposes of this Agreement.

In no event shall the institution or pendency of proceedings involving the
Company under any applicable bankruptcy or insolvency laws constitute, by
itself, a "Change of Control".

                                       15



         (H)  "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (I)  "Company" shall mean Chiquita Brands International, Inc., and,
except in determining under Section 15(G) hereof whether or not any Change in
Control of the Company has occurred, shall include any successor to its business
and/or assets which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

         (J)  "Date of Termination" shall have the meaning set forth in Section
7.2 hereof.

         (K)  "Disability" shall be deemed the reason for the termination by the
Company of the Executive's employment, if, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from the full-time performance of the Executive's duties with the Company
for a period of six (6) consecutive months, the Company shall have given the
Executive a Notice of Termination for Disability, and, within thirty (30) days
after such Notice of Termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.

         (L)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         (M)  "Excise Tax" shall mean the excise tax imposed under section 4999
of the Code.

         (N)  "Executive" shall mean the individual named in the first paragraph
of this Agreement.

         (O)  "Exempt Holders" shall mean American Financial Group, Inc., each
of its subsidiaries and Affiliates, Carl H. Lindner, his spouse, his children
and their spouses and his grandchildren (or the legal representative of any such
person) and each trust for the benefit of each such person.

         (P)  "Final Determination" means an audit adjustment by the Internal
Revenue Service that is either (i) agreed to by both the Executive (or his
estate) and the Company (such agreement by the Company to be not unreasonably
withheld) or (ii) sustained by a court of competent jurisdiction in a decision
with which the Executive and the Company concur (such concurrence by the Company
to be not unreasonably withheld) or with respect to which the period within
which an appeal

                                       16



may be filed has lapsed without a notice of appeal being filed or there is no
further right of appeal.

         (Q) "Good Reason" for termination by the Executive of the Executive's
employment shall mean the occurrence (without the Executive's express written
consent) after any Change in Control described in Section 6.1 hereof, of any one
of the following acts by the Company, failures by the Company to act:

                  (I)   a reduction by the Company in the Executive's annual
         base salary or target annual bonus opportunity as in effect
         immediately prior to such Change in Control or as the same may
         thereafter be increased from time to time, or a failure to provide the
         Executive with participation in any stock option or other equity-based
         plan in which other employees of the Company (and any parent,
         surviving or acquiring company) participate on a basis that does not
         unreasonably discriminate against the Executive as compared to such
         other employees who have similar levels of responsibility and
         compensation;

                  (II)  the relocation of the Executive's principal place of
         employment to a location more than 50 miles from the Executive's
         principal place of employment immediately prior to such Change in
         Control, except for required travel on the Company's business to an
         extent substantially consistent with the Executive's business travel
         obligations immediately prior to such Change in Control; or

                  (III) any material breach by the Company of its obligations
         under this Agreement;

provided, however, that, the Notice of Termination in connection with the
foregoing acts or failure to act must be communicated by the Executive to the
Company within six months of the Executive becoming aware of such act or failure
to act.

         The Executive's right to terminate the Executive's employment for Good
Reason shall not be affected by the Executive's incapacity due to physical or
mental illness. Except as provided above, the Executive's continued employment
shall not constitute consent to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason hereunder.

         (R)  "Gross-Up Payment" shall have the meaning set forth in Section 6.2
hereof.

                                       17



         (S)  "Management Change" shall mean that (i) the Chief Executive
Officer of the Company (or, if (x) the Company becomes a subsidiary of any other
company, the Chief Executive Officer of the Company's ultimate parent company,
or (y) if clause (x) does not apply and the Company has been merged or
consolidated or has sold all or substantially all of its assets, the Chief
Executive Officer of the acquiring or surviving company) is not Carl H. Lindner,
Keith E. Lindner or Steven G. Warshaw or (ii) less than 50% of the "executive
officers" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company
(or such ultimate parent, acquiring or surviving company, as the case may be)
are at any time either (A) persons who were "executive officers" of the Company
immediately prior to the first public announcement of the event or transaction
that, if consummated (together with the occurrence of a Management Change, if
applicable), would constitute a Change in Control, or (B) persons who were
employees of the Company or one of its subsidiaries immediately prior to such
first public announcement whose election or designation as an "executive
officer" in each case was approved or recommended to the Board of Directors by
Carl H. Lindner, Keith E. Lindner or Steven G. Warshaw, as the case may be,
acting in his capacity as Chief Executive Officer of the Company.

         (T)  "Notice of Termination" shall have the meaning set forth in
Section 7.1 hereof.

         (U)  "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company or
(v) the Exempt Holders.

         (V)  "Severance Payments" shall have the meaning set forth in Section
6.1 hereof.

         (W)  "Term" shall mean the period of time described in Section 2 hereof
(including any extension described therein).

         (X)  "Total Payments" shall mean those payments so described in Section
6.2 hereof.

                                       18



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                        CHIQUITA BRANDS INTERNATIONAL, INC.


                        By:  /s/ Bryan M. Valentine
                            ---------------------------------------------
                        Name     Bryan M. Valentine
                        Title:   Vice President, Human Resources


                        EXECUTIVE:  /s/ Barry H. Morris
                                   --------------------------------------
                        Name:           Barry Morris

                        Address:        [Included in original
                                        agreement, not included
                                        in filed version]

                                       19



                                    EXHIBIT A

                           GENERAL RELEASE AND WAIVER

         In exchange for the payments and benefits identified in the Severance
Agreement (the "Agreement") between Chiquita Brands International, Inc. (the
"Company") and Barry H. Morris ("Employee"), which Employee acknowledges are in
addition to anything of value to which he is already entitled, Employee hereby
releases, settles and forever discharges the Company, its parent, subsidiaries,
affiliates, successors and assigns, together with their past and present
directors, officers, employees, agents, insurers, attorneys, and any other party
associated with the Company, to the fullest extent permitted by applicable law,
from any and all claims, causes of action, rights, demands, debts, liens,
liabilities or damages of whatever nature, whether known or unknown, suspected
or unsuspected, which Employee ever had or may now have against the Company or
any of the foregoing. This includes, without limitation, any claims, liens,
demands, or liabilities arising out of or in any way connected with Employee's
employment with the Company and the termination of that employment pursuant to
any federal, state or local laws regulating employment such as the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act
of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as
42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the
Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor
Standards Act of 1938, as well as all other federal, state and local laws,
except that this release shall not affect any rights of Employee for benefits
payable under any Social Security, Worker's Compensation or Unemployment laws or
rights arising out of any breach of the Agreement by the Company.

[For Employees Age 40 or Older]

         Employee further expressly and specifically waives any and all rights
or claims under the Age Discrimination In Employment Act of 1967 and the Older
Workers Benefit Protection Act (collectively the "Act"). Employee acknowledges
and agrees that this waiver of any right or claim under the Act (the "Waiver")
is knowing and voluntary, and specifically agrees as follows: (a) that the
Agreement and this Waiver are written in a manner which he understands; (b) that
this Waiver specifically relates to rights or claims under the Act; (c) that he
does not waive any rights or claims under the Act that may arise after the date
of execution of this Waiver; (d) that he waives rights or claims under the Act
in exchange for consideration in addition to anything of value to which he is
already entitled; and (e) that he is advised in writing to consult with an
attorney prior to executing this General Release and Waiver.

                                       20

EX-10.H

                                                                    Exhibit 10-h

                               SEVERANCE AGREEMENT

                CONFORMED TO INCLUDE AMENDMENTS MADE BY AMENDMENT
                 TO SEVERANCE AGREEMENT DATED FEBRUARY 14, 2001

         THIS AGREEMENT, dated February 21, 2001, is made by and between
Chiquita Brands International, Inc., a New Jersey corporation (the "Company"),
and David Ockleshaw (the "Executive").

         WHEREAS, the Company considers it essential to the best interests of
its stockholders to foster the continued employment of key management personnel;
and

         WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control exists and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:

         1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the last Section hereof.

         2. Term Of Agreement. The Term of this Agreement shall commence on the
date hereof and shall continue in effect through December 31, 2004; provided,
however, that if a Change in Control described in Section 6.1 hereof shall have
occurred during the Term, the Term shall expire on the third anniversary of such
Change in Control; and further, provided, however, that if an event or
transaction described in clause (a) of the second sentence of Section 6.1 hereof
shall have occurred during the Term, the Term shall be extended, if necessary,
so as to expire not earlier than six months following the occurrence of such
event or transaction.



         3.  Company's Covenants Summarized.

         3.1 In order to induce the Executive to remain in the employ of the
Company and in consideration of the Executive's covenants set forth in Section 4
hereof, the Company agrees, under the conditions described herein, to pay the
Executive the Severance Payments and the other payments and benefits described
herein. Except as provided in Section 9.1 hereof, no Severance Payments shall be
payable under this Agreement unless there shall have been a termination of the
Executive's employment with the Company during the Term and following a Change
in Control described in Section 6.1 hereof.

         3.2 This Agreement shall not be construed as creating an express or
implied contract of employment and, except as otherwise agreed in writing
between the Executive and the Company, the Executive shall not have any right to
be retained in the employ of the Company.

         3.3 If the Executive materially breaches any of the terms of this
Agreement, the Company shall immediately be entitled, in its sole discretion, to
terminate its obligations to the Executive under this Agreement.

         3.4 If Executive is now, or at any time during the term of this
Agreement becomes, employed by a subsidiary of the Company (including an
indirect subsidiary of the Company), (a) all references herein to his
employment, or termination of employment, by or with the Company shall, except
where the context otherwise indicates, be deemed to be references to his
employment, or termination of employment, by or with such subsidiary and (b) the
Company shall have the right to cause such subsidiary to pay amounts and provide
other benefits due to the Executive under this Agreement on the Company's
behalf, provided that nothing in this clause (b) shall relieve the Company of
its obligation to cause all such amounts to be paid and such benefits to be
provided to the Executive when due. The transfer of the Executive to the employ
of the Company or any subsidiary of the Company shall not constitute a
termination of his employment for purposes of this Agreement.

         4.  The Executive's Covenants.

         4.1 Prior to the occurrence of a Change in Control, unless and until
required to be disclosed by the Company pursuant to a filing made under the
Federal securities laws, or as otherwise required by law or to enforce the
Executive's rights under this Agreement, the Executive shall keep the terms of
this Agreement confidential and not discuss them with any person other than the
Executive's immediate family members or personal professional advisors.

                                        2



         4.2 The Executive shall execute a release of claims against the Company
substantially in the form set forth as Exhibit A hereto, at such time and in
such manner as may reasonably be requested by the Company, in connection with
the Executive's termination of employment under the terms of this Agreement and
as a condition to any payment or other provision of benefits by the Company
hereunder.

         4.3 Following termination of his employment with the Company, the
Executive shall not use or disclose confidential information with respect to the
Company or any of its subsidiaries to any person not authorized by the Company
to receive such information, and the Executive shall assist the Company, in such
manner as may reasonably be requested by the Company, in any litigation in which
the Company or any of its subsidiaries is or may become involved. The
Executive's obligations under this Section 4.3 shall not be limited by the Term
of this Agreement and shall continue in full force following the expiration of
this Agreement.

         5.  Compensation Other Than Severance Payments.

         5.1 If the Executive's employment shall be terminated for any reason
during the Term and following a Change in Control described in Section 6.1
hereof, the Company shall pay the Executive's full salary to the Executive
through the Date of Termination at the rate in effect immediately prior to the
Date of Termination or, if higher, the rate in effect immediately prior to the
Change in Control, together with all compensation and benefits (including
without limitation, pay for accrued but unused vacation) payable to the
Executive through the Date of Termination under the terms of the Company's
compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the Change in Control.

         5.2 If the Executive's employment shall be terminated for any reason
during the Term and following a Change in Control described in Section 6.1
hereof, the Company shall provide to the Executive the Executive's normal
post-termination compensation and benefits (including but not limited to
outplacement services and, if the Executive's place of employment was outside
the United States, all benefits under the Company's repatriation policy to which
the Executive would be entitled if there were approval by all Company
departments whose approval is required under such policy) as such payments and
benefits become due. Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the Company's retirement,
insurance and other compensation or benefit plans, programs, policies and
arrangements as in effect immediately prior to the Date of Termination or, if
more favorable to the Executive, as in effect immediately prior to the
occurrence of the Change in Control.

                                        3



         6.  Severance Payments.

         6.1 Subject to Section 6.2 hereof, if (1) a Change in Control occurs on
or prior to December 31, 2004, and (2) the Executive's employment is terminated
(other than (A) by the Company for Cause, (B) by reason of death or Disability,
or (C) by the Executive without Good Reason) and the Date of Termination in
connection therewith occurs within three (3) years after such Change in Control
then the Company shall pay the Executive the amounts, and provide the Executive
the benefits, hereinafter described in this Section 6.1 ("Severance Payments"),
together with any payments that may be due under Section 6.2 hereof, in addition
to any payments and benefits to which the Executive is entitled under Section 5
hereof. For purposes of this Agreement, the Executive's employment shall be
deemed to have been terminated following a Change in Control by the Company
without Cause or by the Executive for Good Reason if (a) in connection with
Executive's termination of employment by the Company without Cause or by the
Executive for Good Reason determined by treating the event or transaction
hereinafter described as the Change in Control), a Notice of Termination is
furnished following an event or transaction described in Section 15(G)(1)(x) or
Section 15(G)(3)(x) which occurs on or prior to December 31, 2004, and (b) a
Management Change occurs in connection with or within twelve (12) months
following such event or transaction and subsequent to, but not more than six (6)
months after, the furnishing of such Notice of Termination.

                  (A) In lieu of any further salary payments to the Executive
         for periods subsequent to the Date of Termination and in lieu of any
         severance benefit otherwise payable by the Company or any of its
         subsidiaries to the Executive, the Company shall pay to the Executive a
         lump sum severance payment, in cash, equal to (1) if the Date of
         Termination occurs on or prior to the second anniversary of the Change
         in Control, two and one-quarter (2.25) times the sum of (i) the
         Executive's base salary as in effect immediately prior to the Date of
         Termination or, if higher, in effect immediately prior to the Change in
         Control (the "Base Salary"), plus (ii) the target annual bonus
         established for the Executive under the bonus plan maintained by the
         Company in respect of the fiscal year in which occurs the Date of
         Termination (or, if higher, in respect of the fiscal year in which
         occurs the Change in Control), or (2) if the Date of Termination occurs
         after the second anniversary of the Change in Control, one (1.0) times
         the sum of such Base Salary plus such target annual bonus. If,
         notwithstanding the foregoing provision that the lump sum severance is
         to be in lieu of any severance benefit otherwise payable, the Company
         or any of its subsidiaries is required by applicable law to pay such a
         benefit, the Company's obligation

                                        4



         to pay such lump sum severance hereunder shall be offset and reduced by
         the amount of the benefit required to be paid by applicable law.

                    (B) For the 27-month period immediately following the Date
         of Termination, the Company shall arrange to provide the Executive and
         his dependents with life, disability, accident and health insurance
         benefits substantially similar to those provided to the Executive and
         his dependents immediately prior to the Date of Termination (or, if
         more favorable to the Executive, those provided to the Executive and
         his dependents immediately prior to the Change in Control), at no
         greater cost to the Executive on an after-tax basis than the cost to
         the Executive immediately prior to such date or occurrence; provided,
         however, that the foregoing benefits shall be provided for a period of
         only twelve (12) months if the Date of Termination occurs after the
         second anniversary of the Change in Control. Benefits otherwise
         receivable by the Executive pursuant to this Section 6.1(B) shall be
         reduced to the extent benefits of the same type are received by or made
         available to the Executive at no greater cost by a subsequent employer
         during the applicable period set forth above (and any such benefits
         received by or made available to the Executive shall be reported to the
         Company by the Executive). If the Severance Payments shall be decreased
         pursuant to Section 6.2(B) hereof, and the Section 6.1(B) benefits
         which remain payable after the application of Section 6.2 hereof are
         thereafter reduced pursuant to the immediately preceding sentence, the
         Company shall, no later than five (5) business days following such
         reduction, pay to the Executive the least of (a) the amount of the
         decrease made in the Severance Payments pursuant to Section 6.2 hereof,
         (b) the amount of the subsequent reduction in these Section 6.1(B)
         benefits, or (c) the maximum amount which can be paid to the Executive
         without being, or causing any other payment to be, nondeductible by
         reason of section 280G of the Code.

                    (C) Notwithstanding any provision of any incentive, stock,
         retirement, savings or other plan to the contrary, as of the Date of
         Termination, (i) the Executive shall be fully vested in (1) all then
         outstanding options to acquire stock of the Company (or if such options
         have been assumed by, or replaced with options for shares of, a parent,
         surviving or acquiring company, such assumed or replacement options),
         and all then outstanding restricted shares of stock of the Company (or
         the stock of any parent, surviving or acquiring company into which such
         restricted shares have been converted or for which they have been
         exchanged) held by the Executive, (2) all accrued basic match and
         incremental match employer contributions under the Company's Capital
         Appreciation Plan (but not

                                        5



         deemed participation match contributions thereunder), and (3) to the
         extent permissible under the Code and the Employee Retirement Income
         Security Act of 1974, as amended ("ERISA"), all amounts credited to his
         account under the Company's 401(k) Savings and Investment Plan which
         are attributable to employer contributions; and (ii) all stock options
         referred to in clause (i) above shall remain exercisable until the
         earlier of (x) the third anniversary of the Date of Termination or (y)
         the otherwise applicable expiration date of such option. To the extent
         that the full vesting of the Executive under clause (i)(3) of the
         preceding sentence would violate either ERISA or the Code, the Company
         shall pay to the Executive a lump sum amount, in cash, equal to the
         amount which cannot become fully vested.

                           (D) The Company shall pay to the Executive a lump sum
         amount, in cash, equal to the Executive's target annual bonus under the
         bonus plan maintained by the Company in respect of the fiscal year in
         which occurs the Date of Termination (or, if higher, in respect of the
         fiscal year in which occurs the Change of Control) multiplied by a
         fraction, the numerator of which is the number of days in such fiscal
         year through and including the Date of Termination, and the denominator
         of which is 365. For purposes of this clause (D), the Executive's
         target annual bonus in respect of 2001 shall be deemed to be 150% of
         his actual target annual bonus in respect of 2001 (less, if previously
         paid to the Executive, 60% of his actual target annual bonus in respect
         of 2001).

                   6.2 (A) Except as otherwise provided in Section 6.2(B), if
the Severance Payments together with any payment or benefit received or to be
received by the Executive in connection with a Change in Control or the
termination of the Executive's employment (whether pursuant to the terms of this
Agreement or otherwise) (all such payments and benefits, excluding the Gross- Up
Payment, being hereinafter called "Total Payments") will be subject (in whole or
part) to the Excise Tax, then the Company shall pay to the Executive an
additional amount (the "Gross-Up Payment") such that the net amount retained by
the Executive, after deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and Excise Tax upon the
Gross-Up Payment, shall be equal to the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income taxes at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
localities of the Executive's residence and employment, as applicable, on the
Date of Termination, net of the maximum

                                        6



reduction in federal income tax which could be obtained from deduction of such
state and local taxes.

          (B) If the Total Payments would (but for this Section 6.2(B)) be
subject (in whole or part) to the Excise Tax, but the aggregate value of the
portion of the Total Payments which are considered "parachute payments" within
the meaning of section 280G(b)(2) of the Code is less than 330% of the
Executive's Base Amount, then subsection (A) of this Section 6.2 shall not
apply, and the cash Severance Payments shall be reduced (if necessary, to zero),
and all other Severance Payments shall thereafter be reduced (if necessary, to
zero), to the extent necessary to cause the Total Payments not to be subject to
the Excise Tax.

          (C)  For purposes of determining whether any of the Total Payments
will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of
the Total Payments shall be treated as "parachute payments" within the meaning
of section 280G(b)(2) of the Code, unless in the opinion of the accounting firm
which was, immediately prior to the Change in Control, the Company's independent
auditor (the "Auditor"), such other payments or benefits (in whole or in part)
do not constitute parachute payments, including by reason of section
280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the
meaning of section 280G(b)(l) of the Code shall be treated as subject to the
Excise Tax unless, in the opinion of the Auditor, such excess parachute payments
(in whole or in part) represent reasonable compensation for services actually
rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of
the Base Amount allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Auditor in accordance
with the principles of sections 280G(d)(3) and (4) of the Code. Prior to the
payment date set forth in Section 6.3 hereof, the Company shall provide the
Executive with its calculation of the amounts referred to in this Section 6.2(C)
and such supporting materials as are reasonably necessary for the Executive to
evaluate the Company's calculations. If the Executive disputes the Company's
calculations (in whole or in part), the reasonable opinion of the Auditor with
respect to the matter in dispute shall prevail.

          (D)   (I) In the event that (1) amounts are paid to the Executive
pursuant to Section 6.2(A), (2) there is a Final Determination that the Excise
Tax is less than the amount taken into account hereunder in calculating the
Gross-Up Payment, and (3) after giving effect to such Final Determination, the
Severance Payments are to be reduced pursuant to Section 6.2(B), the Executive
shall repay to the Company, within five (5) business days following the date of
the Final Determination, the Gross-Up Payment and the amount of the reduction in
the

                                       7



Severance Payments, plus interest on the amount of such repayments at 120% of
the rate provided in section 1274(b)(2)(B) of the Code.

               (II)   In the event that (1) amounts are paid to the Executive
pursuant to Section 6.2(A), (2) there is a Final Determination that the Excise
Tax is less than the amount taken into account hereunder in calculating the
Gross-Up Payment, and (3) after giving effect to such Final Determination, the
Severance Payments are not to be reduced pursuant to Section 6.2(B), the
Executive shall repay to the Company, within five (5) business days following
the date of the Final Determination, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the Gross-Up Payment
attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by the Executive),
to the extent that such repayment results in a reduction in the Excise Tax and a
dollar-for-dollar reduction in the Executive's taxable income and wages for
purposes of federal, state and local income and employment taxes, plus interest
on the amount of such repayment at 120% of the rate provided in section
1274(b)(2)(B) of the Code.

               (III)  Except as otherwise provided in clause (IV) below, in the
event there is a Final Determination that the Excise Tax exceeds the amount
taken into account hereunder in determining the Gross-Up Payment (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross-Up Payment), the Company shall pay to the Executive,
within five (5) business days following the date of the Final Determination, the
sum of (1) a Gross-Up Payment in respect of such excess and in respect of any
portion of the Excise Tax with respect to which the Company had not previously
made a Gross-Up Payment, including a Gross-Up Payment in respect of any Excise
Tax attributable to amounts payable under clauses (2) and (3) of this paragraph
(III) (plus any interest, penalties or additions payable by the Executive with
respect to such excess and such portion), (2) if Severance Payments were reduced
pursuant to Section 6.2(B) but after giving effect to such Final Determination,
the Severance Payments should not have been reduced pursuant to Section 6.2(B),
the amount by which the Severance Payments were reduced pursuant to Section
6.2(B), and (3) interest on such amounts at 120% of the rate provided in section
1274(b)(2) of the Code.

               (IV)   In the event that (1) Severance Payments were reduced
pursuant to Section 6.2(B) and (2) the aggregate value of Total Payments which
are considered "parachute payments" within the meaning of section 280G(b)(2) of
the Code is subsequently redetermined in a Final Determination, but such
redetermined value still does not exceed 330% of the Executive's Base Amount,
then, within five (5) business days following such Final Determination, (x) the
Company shall pay to the Executive the amount (if any) by which the reduced
Severance Payments (after

                                       8



taking the Final Determination into account) exceeds the amount of the reduced
Severance Payments actually paid to the Executive, plus interest on the amount
of such repayment at 120% of the rate provided in section 1274(b) of the Code,
or (y) the Executive shall pay to the Company the amount (if any) by which the
reduced Severance Payments actually paid to the Executive exceeds the amount of
the reduced Severance Payments (after taking the Final Determination into
account), plus interest on the amount of such repayment at 120% of the rate
provided in section 1274(b) of the Code.

          6.3  The payments provided in subsection (A) and (D) (and to the
extent applicable, subsection (C)) of Section 6.1 hereof and in Section 6.2
hereof shall be made not later than the fifteenth (15th) day following the Date
of Termination, provided, however, that if the amounts of such payments, and the
potential limitation on such payments set forth in Section 6.2 hereof, cannot be
finally determined on or before such day, the Company shall pay to the Executive
on such day an estimate, as determined in good faith by the Company or, in the
case of payments under Section 6.2 hereof, in accordance with said Section 6.2,
of the minimum amount of such payments to which the Executive is clearly
entitled and shall pay the remainder of such payments (together with interest on
the unpaid remainder (or on all such payments to the extent the Company fails to
make such payments when due) at 120% of the rate provided in section
1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but
in no event later than the sixtieth (60th) day after the Date of Termination. At
the time that payments are made under this Agreement, the Company shall provide
the Executive with a written statement setting forth the manner in which such
payments were calculated and the basis for such calculations including, without
limitation, any opinions or other advice the Company has received from the
Auditor or other advisors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

          6.4  The Company also shall pay to the Executive all legal fees and
expenses incurred by the Executive in disputing in good faith any issue
hereunder relating to the termination of the Executive's employment, in seeking
in good faith to obtain or enforce any benefit or right provided by this
Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of section 4999 of the Code to any payment or
benefit provided hereunder. Such payments shall be made within five (5) business
days after delivery of the Executive's written requests for payment accompanied
with such evidence of fees and expenses incurred as the Company reasonably may
require.

                                        9




          7. Termination Procedures And Compensation During Dispute.

          7.1  Notice Of Termination. Any purported termination of the
Executive's employment hereunder (other than by reason of death) shall be
communicated by written Notice of Termination from one party hereto to the other
party hereto in accordance with Section 10 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated. Further, a Notice of Termination for Cause is required to include a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board which was called and held for the purpose of considering such termination
(after reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive's counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of
conduct set forth in clause (i) or (ii) of the definition of Cause herein, and
specifying the particulars thereof in detail.

          7.2  Date Of Termination. "Date of Termination," with respect to any
purported termination of the Executive's employment hereunder, including a
termination described in the second sentence of Section 6.1 hereof, shall mean
the date specified in the Notice of Termination (which, except in the case of a
termination for Cause, shall not be less than fifteen (15) days nor more than
thirty (30) days, respectively, from the date such Notice of Termination is
given).

          7.3  Dispute Concerning Termination. If, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be extended
until the earlier of (i) the date on which the Term ends or (ii) the date on
which the dispute is finally resolved, either by mutual written agreement of the
parties or by a final judgment, order or decree of an arbitrator (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no appeal has been perfected); provided, however, that the Date of
Termination shall be extended by a notice of dispute given by the Executive only
if such notice is given in good faith and the Executive pursues the resolution
of such dispute with reasonable diligence.

          7.4  Compensation During Dispute. If a purported termination occurs
following a Change in Control and during the Term and the Date of Termination is
extended in accordance with Section 7.3 hereof, the Company shall continue to
pay

                                       10



the Executive the full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given, until the Date of Termination, as determined in accordance with
Section 7.3 hereof. Payments of compensation otherwise receivable pursuant to
this Section 7.4 shall be reduced to the extent cash compensation is received by
the Executive from a subsequent employer for services rendered during the period
described in this Section 7.4 (and any such compensation received by a
subsequent employer shall be reported by the Executive to the Company), and
benefits otherwise receivable pursuant to this Section 7.4 shall be also be
reduced in the manner provided in the penultimate sentence of Section 6.1(B)
hereof. Amounts paid under this Section 7.4 are in addition to all other amounts
due under this Agreement (other than those due under Section 5.1 hereof) and
shall not be offset against or reduce any other amounts due under this
Agreement.

          8. No Mitigation. The Company agrees that, if the Executive's
employment with the Company terminates during the Term, the Executive is not
required to seek other employment or to attempt in any way to reduce any amounts
payable to the Executive by the Company pursuant to Section 6 hereof or Section
7.4 hereof. Further, the amount of any payment or benefit provided for in this
Agreement (other than as expressly provided in Section 6.1(A), 6.1(B) or 7.4
hereof) shall not be reduced by any compensation earned by the Executive as the
result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Executive to the Company, or
otherwise.

          9. Successors; Binding Agreement.

          9.1 In addition to any obligations imposed by law upon any successor
to the Company, the Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
within 30 days after a written demand therefor is delivered to the Board by the
Executive shall be a breach of this Agreement and shall entitle the Executive to
compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder if the Executive were to terminate the
Executive's employment for Good Reason after a Change in Control, except that,
for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the Date of Termination.

                                       11



          9.2 This Agreement shall inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive shall
die while any amount would still be payable to the Executive hereunder (other
than amounts which, by their terms, terminate upon the death of the Executive)
if the Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the executors, personal representatives or administrators of the Executive's
estate.

          10. Notices. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given if (a) mailed by registered mail, return receipt
requested, postage prepaid, (b) transmitted by hand delivery, (c) sent by
next-day or overnight delivery through Federal Express, UPS or another similar
nationally recognized delivery service, (d) sent by facsimile or telecopy
(provided a copy is contemporaneously mailed by first class mail), addressed in
each case if to the Executive, to the address inserted below the Executive's
signature on the final page hereof and, if to the Company, to the address set
forth below, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon actual receipt:

              To the Company:

              Chiquita Brands International, Inc.
              250 East Fifth Street
              Cincinnati, Ohio 45202
              Attention: Corporate Secretary

All such notices shall be deemed to have been received (w) if by certified or
registered mail, on the seventh business day after the mailing thereof, (x) if
by personal delivery, on the business day after such delivery, (y) if by next-
day or overnight delivery, on the business day after such delivery and (z) if by
facsimile or telecopy, on the business day following the sending of such
facsimile or telecopy.

          11. Miscellaneous.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or of any lack of compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at

                                       12



any prior or subsequent time. This Agreement supersedes any other agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof which have been made by either party; provided, however,
that this Agreement shall supersede any agreement setting forth the terms and
conditions of the Executive's employment with the Company only in the event that
the Executive's employment with the Company is terminated on or following a
Change in Control, by the Company other than for Cause or by the Executive for
Good Reason. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Ohio. All references to
sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law and any additional withholding to which the Executive has agreed. The
obligations of the Company and the Executive under this Agreement which by their
nature may require either partial or total performance after the expiration of
the Term (including, without limitation, those under Sections 6 and 7 hereof)
shall survive such expiration. All pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the person or
persons referred to may require.

          12.  Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

          13.  Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

          14.  Settlement Of Disputes; Arbitration.

          14.1 All claims by the Executive for benefits under this Agreement
shall be directed to and determined by the Employee Benefits Committee of the
Company and shall be in writing. Any denial by the Employee Benefits Committee
of a claim for benefits under this Agreement shall be delivered to the Executive
in writing and shall set forth the specific reasons for the denial and the
specific provisions of this Agreement relied upon. The Employee Benefits
Committee shall afford a reasonable opportunity to the Executive for a review of
the decision denying a claim and shall further allow the Executive to appeal to
the Compensation Committee of the Board a decision of the Employee Benefits
Committee within sixty (60) days after notification by the Employee Benefits
Committee that the Executive's claim has been denied.

                                       13



          14.2  Any further dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Cincinnati, Ohio, in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction. Notwithstanding any provision of this Agreement
to the contrary, the Executive shall be entitled to seek specific performance of
the Executive's right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.

          15.  Definitions. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

          (A)  "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.

          (B)  "Auditor" shall have the meaning set forth in Section 6.2 hereof.

          (C)  "Base Amount" shall have the meaning set forth in section
280G(b)(3) of the Code.

          (D)  "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.

          (E)  "Board" shall mean the Board of Directors of the Company.

          (F)  "Cause" for termination by the Company of the Executive's
employment shall mean (i) the willful and continued failure by the Executive to
substantially perform the Executive's duties with the Company (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a Notice
of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof)
that has not been cured within 30 days after a written demand for substantial
performance is delivered to the Executive by the Board, which demand
specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in conduct which is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the Executive's part shall be deemed "willful" unless done,
or omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Company.

                                       14



          (G)   A "Change in Control" shall be deemed to have occurred if:

          (1)   (x) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities (excluding
any Person who becomes such a Beneficial Owner in connection with a transaction
described in clause (x) of subparagraph (3) below), unless such combined voting
power of any such Person does not equal or exceed the combined voting power of
Exempt Holders, and (y) a Management Change occurs in connection with or within
twelve (12) months following the event described in clause (x) of this
subparagraph (1);

          (2)   the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on November
15, 2000, constituted the Board and any new director (other than a director
whose initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on November 15, 2000, or whose
appointment, election or nomination for election was previously so approved or
recommended;

          (3)   (x) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any other
corporation, or there is consummated a sale of all or substantially all of the
assets of the Company or a similar transaction, and the voting securities of the
Company outstanding immediately prior to such merger, consolidation, sale or
similar transaction do not represent at least 50% of the combined voting power
of the securities of the Company, or the surviving or acquiring entity or any
parent thereof, outstanding immediately after such merger, consolidation, sale
or similar transaction, and (y) a Management Change occurs in connection with or
within twelve (12) months following the transaction described in clause (x) of
this subparagraph (3); or

          (4)   any other transaction or event that the Board, in its sole
judgment, determines to be a Change in Control for purposes of this Agreement.

In no event shall the institution or pendency of proceedings involving the
Company under any applicable bankruptcy or insolvency laws constitute, by
itself, a "Change of Control".

                                       15



          (H)   "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

          (I)   "Company" shall mean Chiquita Brands International, Inc., and,
except in determining under Section 15(G) hereof whether or not any Change in
Control of the Company has occurred, shall include any successor to its business
and/or assets which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

          (J)   "Date of Termination" shall have the meaning set forth in
Section 7.2 hereof.

          (K)   "Disability" shall be deemed the reason for the termination by
the Company of the Executive's employment, if, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from the full-time performance of the Executive's duties with the Company
for a period of six (6) consecutive months, the Company shall have given the
Executive a Notice of Termination for Disability, and, within thirty (30) days
after such Notice of Termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.

          (L)   "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

          (M)   "Excise Tax" shall mean the excise tax imposed under section
4999 of the Code.

          (N)   "Executive" shall mean the individual named in the first
paragraph of this Agreement.

          (O)   "Exempt Holders" shall mean American Financial Group, Inc., each
of its subsidiaries and Affiliates, Carl H. Lindner, his spouse, his children
and their spouses and his grandchildren (or the legal representative of any such
person) and each trust for the benefit of each such person.

          (P)   "Final Determination" means an audit adjustment by the Internal
Revenue Service that is either (i) agreed to by both the Executive (or his
estate) and the Company (such agreement by the Company to be not unreasonably
withheld) or (ii) sustained by a court of competent jurisdiction in a decision
with which the Executive and the Company concur (such concurrence by the Company
to be not unreasonably withheld) or with respect to which the period within
which an appeal

                                       16



may be filed has lapsed without a notice of appeal being filed or there is no
further right of appeal.

          (Q)   "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) after any Change in Control described in Section 6.1
hereof, of any one of the following acts by the Company, failures by the Company
to act:

                     (I)   a reduction by the Company in the Executive's annual
          base salary or target annual bonus opportunity as in effect
          immediately prior to such Change in Control or as the same may
          thereafter be increased from time to time, or a failure to provide the
          Executive with participation in any stock option or other equity-based
          plan in which other employees of the Company (and any parent,
          surviving or acquiring company) participate on a basis that does not
          unreasonably discriminate against the Executive as compared to such
          other employees who have similar levels of responsibility and
          compensation;

                     (II)  the relocation of the Executive's principal place of
          employment to a location more than 50 miles from the Executive's
          principal place of employment immediately prior to such Change in
          Control, except for required travel on the Company's business to an
          extent substantially consistent with the Executive's business travel
          obligations immediately prior to such Change in Control; or

                     (III) any material breach by the Company of its obligations
          under this Agreement;

provided, however, that, the Notice of Termination in connection with the
foregoing acts or failure to act must be communicated by the Executive to the
Company within six months of the Executive becoming aware of such act or failure
to act.

          The Executive's right to terminate the Executive's employment for Good
Reason shall not be affected by the Executive's incapacity due to physical or
mental illness. Except as provided above, the Executive's continued employment
shall not constitute consent to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason hereunder.

          (R)   "Gross-Up Payment" shall have the meaning set forth in Section
6.2 hereof.

                                       17



          (S)   "Management Change" shall mean that (i) the Chief Executive
Officer of the Company (or, if (x) the Company becomes a subsidiary of any other
company, the Chief Executive Officer of the Company's ultimate parent company,
or (y) if clause (x) does not apply and the Company has been merged or
consolidated or has sold all or substantially all of its assets, the Chief
Executive Officer of the acquiring or surviving company) is not Carl H. Lindner,
Keith E. Lindner or Steven G. Warshaw or (ii) less than 50% of the "executive
officers" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company
(or such ultimate parent, acquiring or surviving company, as the case may be)
are at any time either (A) persons who were "executive officers" of the Company
immediately prior to the first public announcement of the event or transaction
that, if consummated (together with the occurrence of a Management Change, if
applicable), would constitute a Change in Control, or (B) persons who were
employees of the Company or one of its subsidiaries immediately prior to such
first public announcement whose election or designation as an "executive
officer" in each case was approved or recommended to the Board of Directors by
Carl H. Lindner, Keith E. Lindner or Steven G. Warshaw, as the case may be,
acting in his capacity as Chief Executive Officer of the Company.

          (T)   "Notice of Termination" shall have the meaning set forth in
Section 7.1 hereof.

          (U)   "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company or
(v) the Exempt Holders.

          (V)   "Severance Payments" shall have the meaning set forth in Section
6.1 hereof.

          (W)   "Term" shall mean the period of time described in Section 2
hereof (including any extension described therein).

          (X)   "Total Payments" shall mean those payments so described in
Section 6.2 hereof.

                                       18




          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                           CHIQUITA BRANDS INTERNATIONAL, INC.


                           By:   /s/ Bryan M. Valentine
                              ----------------------------------------------
                           Name             Bryan M. Valentine
                           Title:           Vice President, Human Resources




                           EXECUTIVE:   /s/ David Ockleshaw
                                     ---------------------------------------
                           Name:              David Ockleshaw

                           Address:           [Included in original
                                              agreement, not included
                                              in filed version]

                                       19



                                    EXHIBIT A

                           GENERAL RELEASE AND WAIVER

     In exchange for the payments and benefits identified in the Severance
Agreement (the "Agreement") between Chiquita Brands International, Inc. (the
"Company") and David Ockleshaw ("Employee"), which Employee acknowledges are in
addition to anything of value to which he is already entitled, Employee hereby
releases, settles and forever discharges the Company, its parent, subsidiaries,
affiliates, successors and assigns, together with their past and present
directors, officers, employees, agents, insurers, attorneys, and any other party
associated with the Company, to the fullest extent permitted by applicable law,
from any and all claims, causes of action, rights, demands, debts, liens,
liabilities or damages of whatever nature, whether known or unknown, suspected
or unsuspected, which Employee ever had or may now have against the Company or
any of the foregoing. This includes, without limitation, any claims, liens,
demands, or liabilities arising out of or in any way connected with Employee's
employment with the Company and the termination of that employment pursuant to
any federal, state or local laws regulating employment such as the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act
of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as
42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the
Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor
Standards Act of 1938, as well as all other federal, state and local laws,
except that this release shall not affect any rights of Employee for benefits
payable under any Social Security, Worker's Compensation or Unemployment laws or
rights arising out of any breach of the Agreement by the Company.

[For Employees Age 40 or Older]

     Employee further expressly and specifically waives any and all rights or
claims under the Age Discrimination In Employment Act of 1967 and the Older
Workers Benefit Protection Act (collectively the "Act"). Employee acknowledges
and agrees that this waiver of any right or claim under the Act (the "Waiver")
is knowing and voluntary, and specifically agrees as follows: (a) that the
Agreement and this Waiver are written in a manner which he understands; (b) that
this Waiver specifically relates to rights or claims under the Act; (c) that he
does not waive any rights or claims under the Act that may arise after the date
of execution of this Waiver; (d) that he waives rights or claims under the Act
in exchange for consideration in addition to anything of value to which he is
already entitled; and (e) that he is advised in writing to consult with an
attorney prior to executing this General Release and Waiver.

                                       20

EX-10.I

                                                                    Exhibit 10-i

                     Additional Change of Control Provisions
                             for David J. Ockleshaw
                         relating to a Change of Control
                       of Chiquita Processed Foods, L.L.C.

If, within two years after a Change of Control of Chiquita Processed Foods,
L.L.C. ("CPF"), your employment with CPF is terminated without Cause or you
resign for Good Reason, you will be entitled to receive a lump-sum severance
payment equal to two times the sum of your then-current base salary plus your
then-current target bonus opportunity, and 100% vesting of all stock options.
"Change of Control" means (i) CPF ceasing to be a direct or indirect subsidiary
of Chiquita Brands International, Inc. or its successor entity ("CBII") or (ii)
a sale of substantially all of CPF's assets to an entity other than CBII or a
CBII subsidiary. "Good Reason" means a reduction in your base salary or target
bonus opportunity, a materially adverse change in your title or job
responsibilities or a required relocation outside a 50 mile radius of Company
headquarters. "Cause" means commission of a felony, an act of willful dishonesty
or continuous failure to perform responsibilities after written demand by your
employer.

Regarding a change of control at Chiquita Brands International, should a change
of control provision be offered to a class of executives, you will be included
in said class and covered by the applicable provisions.

EX-10.J

                                                                    Exhibit 10-j

                               SEVERANCE AGREEMENT

                CONFORMED TO INCLUDE AMENDMENTS MADE BY AMENDMENT
                 TO SEVERANCE AGREEMENT DATED FEBRUARY 14, 2001

          THIS AGREEMENT, dated January 16, 2001, is made by and between
Chiquita Brands International, Inc., a New Jersey corporation (the "Company"),
and Jeffrey M. Zalla (the "Executive").

          WHEREAS, the Company considers it essential to the best interests of
its stockholders to foster the continued employment of key management personnel;
and

          WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control exists and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders; and

          WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:

          1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the last Section hereof.

          2. Term Of Agreement. The Term of this Agreement shall commence on the
date hereof and shall continue in effect through December 31, 2004; provided,
however, that if a Change in Control described in Section 6.1 hereof shall have
occurred during the Term, the Term shall expire on the third anniversary of such
Change in Control; and further, provided, however, that if an event or
transaction described in clause (a) of the second sentence of Section 6.1 hereof
shall have occurred during the Term, the Term shall be extended, if necessary,
so as to expire not earlier than six months following the occurrence of such
event or transaction.



          3. Company's Covenants Summarized.

          3.1 In order to induce the Executive to remain in the employ of the
Company and in consideration of the Executive's covenants set forth in Section 4
hereof, the Company agrees, under the conditions described herein, to pay the
Executive the Severance Payments and the other payments and benefits described
herein. Except as provided in Section 9.1 hereof, no Severance Payments shall be
payable under this Agreement unless there shall have been a termination of the
Executive's employment with the Company during the Term and following a Change
in Control described in Section 6.1 hereof.

          3.2 This Agreement shall not be construed as creating an express or
implied contract of employment and, except as otherwise agreed in writing
between the Executive and the Company, the Executive shall not have any right to
be retained in the employ of the Company.

          3.3 If the Executive materially breaches any of the terms of this
Agreement, the Company shall immediately be entitled, in its sole discretion, to
terminate its obligations to the Executive under this Agreement.

          3.4 If Executive is now, or at any time during the term of this
Agreement becomes, employed by a subsidiary of the Company (including an
indirect subsidiary of the Company), (a) all references herein to his
employment, or termination of employment, by or with the Company shall, except
where the context otherwise indicates, be deemed to be references to his
employment, or termination of employment, by or with such subsidiary and (b) the
Company shall have the right to cause such subsidiary to pay amounts and provide
other benefits due to the Executive under this Agreement on the Company's
behalf, provided that nothing in this clause (b) shall relieve the Company of
its obligation to cause all such amounts to be paid and such benefits to be
provided to the Executive when due. The transfer of the Executive to the employ
of the Company or any subsidiary of the Company shall not constitute a
termination of his employment for purposes of this Agreement.

          4. The Executive's Covenants.

          4.1 Prior to the occurrence of a Change in Control, unless and until
required to be disclosed by the Company pursuant to a filing made under the
Federal securities laws, or as otherwise required by law or to enforce the
Executive's rights under this Agreement, the Executive shall keep the terms of
this Agreement confidential and not discuss them with any person other than the
Executive's immediate family members or personal professional advisors.

                                       2



          4.2 The Executive shall execute a release of claims against the
Company substantially in the form set forth as Exhibit A hereto, at such time
and in such manner as may reasonably be requested by the Company, in connection
with the Executive's termination of employment under the terms of this Agreement
and as a condition to any payment or other provision of benefits by the Company
hereunder.

          4.3 Following termination of his employment with the Company, the
Executive shall not use or disclose confidential information with respect to the
Company or any of its subsidiaries to any person not authorized by the Company
to receive such information, and the Executive shall assist the Company, in such
manner as may reasonably be requested by the Company, in any litigation in which
the Company or any of its subsidiaries is or may become involved. The
Executive's obligations under this Section 4.3 shall not be limited by the Term
of this Agreement and shall continue in full force following the expiration of
this Agreement.

          5. Compensation Other Than Severance Payments.

          5.1 If the Executive's employment shall be terminated for any reason
during the Term and following a Change in Control described in Section 6.1
hereof, the Company shall pay the Executive's full salary to the Executive
through the Date of Termination at the rate in effect immediately prior to the
Date of Termination or, if higher, the rate in effect immediately prior to the
Change in Control, together with all compensation and benefits (including
without limitation, pay for accrued but unused vacation) payable to the
Executive through the Date of Termination under the terms of the Company's
compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the Change in Control.

          5.2 If the Executive's employment shall be terminated for any reason
during the Term and following a Change in Control described in Section 6.1
hereof, the Company shall provide to the Executive the Executive's normal
post-termination compensation and benefits (including but not limited to
outplacement services and, if the Executive's place of employment was outside
the United States, all benefits under the Company's repatriation policy to which
the Executive would be entitled if there were approval by all Company
departments whose approval is required under such policy) as such payments and
benefits become due. Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the Company's retirement,
insurance and other compensation or benefit plans, programs, policies and
arrangements as in effect immediately prior to the Date of Termination or, if
more favorable to the Executive, as in effect immediately prior to the
occurrence of the Change in Control.

                                       3



          6. Severance Payments.

          6.1 Subject to Section 6.2 hereof, if (1) a Change in Control occurs
on or prior to December 31, 2004, and (2) the Executive's employment is
terminated (other than (A) by the Company for Cause, (B) by reason of death or
Disability, or (C) by the Executive without Good Reason) and the Date of
Termination in connection therewith occurs within three (3) years after such
Change in Control then the Company shall pay the Executive the amounts, and
provide the Executive the benefits, hereinafter described in this Section 6.1
("Severance Payments"), together with any payments that may be due under Section
6.2 hereof, in addition to any payments and benefits to which the Executive is
entitled under Section 5 hereof. For purposes of this Agreement, the Executive's
employment shall be deemed to have been terminated following a Change in Control
by the Company without Cause or by the Executive for Good Reason if (a) in
connection with Executive's termination of employment by the Company without
Cause or by the Executive for Good Reason determined by treating the event or
transaction hereinafter described as the Change in Control), a Notice of
Termination is furnished following an event or transaction described in Section
15(G)(1)(x) or Section 15(G)(3)(x) which occurs on or prior to December 31,
2004, and (b) a Management Change occurs in connection with or within twelve
(12) months following such event or transaction and subsequent to, but not more
than six (6) months after, the furnishing of such Notice of Termination.

                          (A)  In lieu of any further salary payments to the
     Executive for periods subsequent to the Date of Termination and in lieu of
     any severance benefit otherwise payable by the Company or any of its
     subsidiaries to the Executive, the Company shall pay to the Executive a
     lump sum severance payment, in cash, equal to (1) if the Date of
     Termination occurs on or prior to the second anniversary of the Change in
     Control, one and three-quarters (1.75) times the sum of (i) the Executive's
     base salary as in effect immediately prior to the Date of Termination or,
     if higher, in effect immediately prior to the Change in Control (the "Base
     Salary"), plus (ii) the target annual bonus established for the Executive
     under the bonus plan maintained by the Company in respect of the fiscal
     year in which occurs the Date of Termination (or, if higher, in respect of
     the fiscal year in which occurs the Change in Control), or (2) if the Date
     of Termination occurs after the second anniversary of the Change in
     Control, one (1) times the sum of such Base Salary plus such target annual
     bonus. If, notwithstanding the foregoing provision that the lump sum
     severance is to be in lieu of any severance benefit otherwise payable, the
     Company or any of its subsidiaries is required by applicable law to pay
     such a benefit, the Company's obligation

                                        4




     to pay such lump sum severance hereunder shall be offset and reduced by the
     amount of the benefit required to be paid by applicable law.

                        (B)  For the 21-month period immediately following the
     Date of Termination, the Company shall arrange to provide the Executive and
     his dependents with life, disability, accident and health insurance
     benefits substantially similar to those provided to the Executive and his
     dependents immediately prior to the Date of Termination (or, if more
     favorable to the Executive, those provided to the Executive and his
     dependents immediately prior to the Change in Control), at no greater cost
     to the Executive on an after-tax basis than the cost to the Executive
     immediately prior to such date or occurrence; provided, however, that the
     foregoing benefits shall be provided for a period of only twelve (12)
     months if the Date of Termination occurs after the second anniversary of
     the Change in Control. Benefits otherwise receivable by the Executive
     pursuant to this Section 6.1(B) shall be reduced to the extent benefits of
     the same type are received by or made available to the Executive at no
     greater cost by a subsequent employer during the applicable period set
     forth above (and any such benefits received by or made available to the
     Executive shall be reported to the Company by the Executive). If the
     Severance Payments shall be decreased pursuant to Section 6.2(B) hereof,
     and the Section 6.1(B) benefits which remain payable after the application
     of Section 6.2 hereof are thereafter reduced pursuant to the immediately
     preceding sentence, the Company shall, no later than five (5) business days
     following such reduction, pay to the Executive the least of (a) the amount
     of the decrease made in the Severance Payments pursuant to Section 6.2
     hereof, (b) the amount of the subsequent reduction in these Section 6.1(B)
     benefits, or (c) the maximum amount which can be paid to the Executive
     without being, or causing any other payment to be, nondeductible by reason
     of section 280G of the Code.

                        (C)  Notwithstanding any provision of any incentive,
     stock, retirement, savings or other plan to the contrary, as of the Date of
     Termination, (i) the Executive shall be fully vested in (1) all then
     outstanding options to acquire stock of the Company (or if such options
     have been assumed by, or replaced with options for shares of, a parent,
     surviving or acquiring company, such assumed or replacement options), and
     all then outstanding restricted shares of stock of the Company (or the
     stock of any parent, surviving or acquiring company into which such
     restricted shares have been converted or for which they have been
     exchanged) held by the Executive, (2) all accrued basic match and
     incremental match employer contributions under the Company's Capital
     Appreciation Plan (but not

                                       5



     deemed participation match contributions thereunder), and (3) to the extent
     permissible under the Code and the Employee Retirement Income Security Act
     of 1974, as amended ("ERISA"), all amounts credited to his account under
     the Company's 401(k) Savings and Investment Plan which are attributable to
     employer contributions; and (ii) all stock options referred to in clause
     (i) above shall remain exercisable until the earlier of (x) the third
     anniversary of the Date of Termination or (y) the otherwise applicable
     expiration date of such option. To the extent that the full vesting of the
     Executive under clause (i)(3) of the preceding sentence would violate
     either ERISA or the Code, the Company shall pay to the Executive a lump sum
     amount, in cash, equal to the amount which cannot become fully vested.

                  (D) The Company shall pay to the Executive a lump sum amount,
     in cash, equal to the Executive's target annual bonus under the bonus plan
     maintained by the Company in respect of the fiscal year in which occurs the
     Date of Termination (or, if higher, in respect of the fiscal year in which
     occurs the Change of Control) multiplied by a fraction, the numerator of
     which is the number of days in such fiscal year through and including the
     Date of Termination, and the denominator of which is 365. For purposes of
     this clause (D), the Executive's target annual bonus in respect of 2001
     shall be deemed to be 150% of his actual target annual bonus in respect of
     2001 (less, if previously paid to the Executive, 60% of his actual target
     annual bonus in respect of 2001).

          6.2 (A) Except as otherwise provided in Section 6.2(B), if the
Severance Payments together with any payment or benefit received or to be
received by the Executive in connection with a Change in Control or the
termination of the Executive's employment (whether pursuant to the terms of this
Agreement or otherwise) (all such payments and benefits, excluding the Gross- Up
Payment, being hereinafter called "Total Payments") will be subject (in whole or
part) to the Excise Tax, then the Company shall pay to the Executive an
additional amount (the "Gross-Up Payment") such that the net amount retained by
the Executive, after deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and Excise Tax upon the
Gross-Up Payment, shall be equal to the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income taxes at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
localities of the Executive's residence and employment, as applicable, on the
Date of Termination, net of the maximum

                                       6



reduction in federal income tax which could be obtained from deduction of such
state and local taxes.

         (B) If the Total Payments would (but for this Section 6.2(B)) be
subject (in whole or part) to the Excise Tax, but the aggregate value of the
portion of the Total Payments which are considered "parachute payments" within
the meaning of section 280G(b)(2) of the Code is less than 330% of the
Executive's Base Amount, then subsection (A) of this Section 6.2 shall not
apply, and the cash Severance Payments shall be reduced (if necessary, to zero),
and all other Severance Payments shall thereafter be reduced (if necessary, to
zero), to the extent necessary to cause the Total Payments not to be subject to
the Excise Tax.

         (C) For purposes of determining whether any of the Total Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" within the meaning of
section 280G(b)(2) of the Code, unless in the opinion of the accounting firm
which was, immediately prior to the Change in Control, the Company's independent
auditor (the "Auditor"), such other payments or benefits (in whole or in part)
do not constitute parachute payments, including by reason of section
280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the
meaning of section 280G(b)(l) of the Code shall be treated as subject to the
Excise Tax unless, in the opinion of the Auditor, such excess parachute payments
(in whole or in part) represent reasonable compensation for services actually
rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of
the Base Amount allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Auditor in accordance
with the principles of sections 280G(d)(3) and (4) of the Code. Prior to the
payment date set forth in Section 6.3 hereof, the Company shall provide the
Executive with its calculation of the amounts referred to in this Section 6.2(C)
and such supporting materials as are reasonably necessary for the Executive to
evaluate the Company's calculations. If the Executive disputes the Company's
calculations (in whole or in part), the reasonable opinion of the Auditor with
respect to the matter in dispute shall prevail.

         (D) (I) In the event that (1) amounts are paid to the Executive
pursuant to Section 6.2(A), (2) there is a Final Determination that the Excise
Tax is less than the amount taken into account hereunder in calculating the
Gross-Up Payment, and (3) after giving effect to such Final Determination, the
Severance Payments are to be reduced pursuant to Section 6.2(B), the Executive
shall repay to the Company, within five (5) business days following the date of
the Final Determination, the Gross-Up Payment and the amount of the reduction in
the

                                       7



Severance Payments, plus interest on the amount of such repayments at 120% of
the rate provided in section 1274(b)(2)(B) of the Code.

         (II)  In the event that (1) amounts are paid to the Executive pursuant
to Section 6.2(A), (2) there is a Final Determination that the Excise Tax is
less than the amount taken into account hereunder in calculating the Gross-Up
Payment, and (3) after giving effect to such Final Determination, the Severance
Payments are not to be reduced pursuant to Section 6.2(B), the Executive shall
repay to the Company, within five (5) business days following the date of the
Final Determination, the portion of the Gross-Up Payment attributable to such
reduction (plus that portion of the Gross-Up Payment attributable to the Excise
Tax and federal, state and local income and employment taxes imposed on the
Gross-Up Payment being repaid by the Executive), to the extent that such
repayment results in a reduction in the Excise Tax and a dollar-for-dollar
reduction in the Executive's taxable income and wages for purposes of federal,
state and local income and employment taxes, plus interest on the amount of such
repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code.

         (III) Except as otherwise provided in clause (IV) below, in the event
there is a Final Determination that the Excise Tax exceeds the amount taken into
account hereunder in determining the Gross-Up Payment (including by reason of
any payment the existence or amount of which cannot be determined at the time of
the Gross-Up Payment), the Company shall pay to the Executive, within five (5)
business days following the date of the Final Determination, the sum of (1) a
Gross-Up Payment in respect of such excess and in respect of any portion of the
Excise Tax with respect to which the Company had not previously made a Gross-Up
Payment, including a Gross-Up Payment in respect of any Excise Tax attributable
to amounts payable under clauses (2) and (3) of this paragraph (III) (plus any
interest, penalties or additions payable by the Executive with respect to such
excess and such portion), (2) if Severance Payments were reduced pursuant to
Section 6.2(B) but after giving effect to such Final Determination, the
Severance Payments should not have been reduced pursuant to Section 6.2(B), the
amount by which the Severance Payments were reduced pursuant to Section 6.2(B),
and (3) interest on such amounts at 120% of the rate provided in section
1274(b)(2) of the Code.

         (IV)  In the event that (1) Severance Payments were reduced pursuant to
Section 6.2(B) and (2) the aggregate value of Total Payments which are
considered "parachute payments" within the meaning of section 280G(b)(2) of the
Code is subsequently redetermined in a Final Determination, but such
redetermined value still does not exceed 330% of the Executive's Base Amount,
then, within five (5) business days following such Final Determination, (x) the
Company shall pay to the Executive the amount (if any) by which the reduced
Severance Payments (after

                                       8



taking the Final Determination into account) exceeds the amount of the reduced
Severance Payments actually paid to the Executive, plus interest on the amount
of such repayment at 120% of the rate provided in section 1274(b) of the Code,
or (y) the Executive shall pay to the Company the amount (if any) by which the
reduced Severance Payments actually paid to the Executive exceeds the amount of
the reduced Severance Payments (after taking the Final Determination into
account), plus interest on the amount of such repayment at 120% of the rate
provided in section 1274(b) of the Code.

         6.3 The payments provided in subsection (A) and (D) (and to the extent
applicable, subsection (C)) of Section 6.1 hereof and in Section 6.2 hereof
shall be made not later than the fifteenth (15th) day following the Date of
Termination, provided, however, that if the amounts of such payments, and the
potential limitation on such payments set forth in Section 6.2 hereof, cannot be
finally determined on or before such day, the Company shall pay to the Executive
on such day an estimate, as determined in good faith by the Company or, in the
case of payments under Section 6.2 hereof, in accordance with said Section 6.2,
of the minimum amount of such payments to which the Executive is clearly
entitled and shall pay the remainder of such payments (together with interest on
the unpaid remainder (or on all such payments to the extent the Company fails to
make such payments when due) at 120% of the rate provided in section
1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but
in no event later than the sixtieth (60th) day after the Date of Termination. At
the time that payments are made under this Agreement, the Company shall provide
the Executive with a written statement setting forth the manner in which such
payments were calculated and the basis for such calculations including, without
limitation, any opinions or other advice the Company has received from the
Auditor or other advisors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

         6.4 The Company also shall pay to the Executive all legal fees and
expenses incurred by the Executive in disputing in good faith any issue
hereunder relating to the termination of the Executive's employment, in seeking
in good faith to obtain or enforce any benefit or right provided by this
Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of section 4999 of the Code to any payment or
benefit provided hereunder. Such payments shall be made within five (5) business
days after delivery of the Executive's written requests for payment accompanied
with such evidence of fees and expenses incurred as the Company reasonably may
require.

                                       9



         7. Termination Procedures And Compensation During Dispute.

         7.1 Notice Of Termination. Any purported termination of the Executive's
employment hereunder (other than by reason of death) shall be communicated by
written Notice of Termination from one party hereto to the other party hereto in
accordance with Section 10 hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated. Further, a Notice of
Termination for Cause is required to include a copy of a resolution duly adopted
by the affirmative vote of not less than three-quarters (3/4) of the entire
membership of the Board at a meeting of the Board which was called and held for
the purpose of considering such termination (after reasonable notice to the
Executive and an opportunity for the Executive, together with the Executive's
counsel, to be heard before the Board) finding that, in the good faith opinion
of the Board, the Executive was guilty of conduct set forth in clause (i) or
(ii) of the definition of Cause herein, and specifying the particulars thereof
in detail.

         7.2 Date Of Termination. "Date of Termination," with respect to any
purported termination of the Executive's employment hereunder, including a
termination described in the second sentence of Section 6.1 hereof, shall mean
the date specified in the Notice of Termination (which, except in the case of a
termination for Cause, shall not be less than fifteen (15) days nor more than
thirty (30) days, respectively, from the date such Notice of Termination is
given).

         7.3 Dispute Concerning Termination. If, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be extended
until the earlier of (i) the date on which the Term ends or (ii) the date on
which the dispute is finally resolved, either by mutual written agreement of the
parties or by a final judgment, order or decree of an arbitrator (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no appeal has been perfected); provided, however, that the Date of
Termination shall be extended by a notice of dispute given by the Executive only
if such notice is given in good faith and the Executive pursues the resolution
of such dispute with reasonable diligence.

         7.4 Compensation During Dispute. If a purported termination occurs
following a Change in Control and during the Term and the Date of Termination is
extended in accordance with Section 7.3 hereof, the Company shall continue to
pay

                                       10



the Executive the full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given, until the Date of Termination, as determined in accordance with
Section 7.3 hereof. Payments of compensation otherwise receivable pursuant to
this Section 7.4 shall be reduced to the extent cash compensation is received by
the Executive from a subsequent employer for services rendered during the period
described in this Section 7.4 (and any such compensation received by a
subsequent employer shall be reported by the Executive to the Company), and
benefits otherwise receivable pursuant to this Section 7.4 shall be also be
reduced in the manner provided in the penultimate sentence of Section 6.1(B)
hereof. Amounts paid under this Section 7.4 are in addition to all other amounts
due under this Agreement (other than those due under Section 5.1 hereof) and
shall not be offset against or reduce any other amounts due under this
Agreement.

         8. No Mitigation. The Company agrees that, if the Executive's
employment with the Company terminates during the Term, the Executive is not
required to seek other employment or to attempt in any way to reduce any amounts
payable to the Executive by the Company pursuant to Section 6 hereof or Section
7.4 hereof. Further, the amount of any payment or benefit provided for in this
Agreement (other than as expressly provided in Section 6.1(A), 6.1(B) or 7.4
hereof) shall not be reduced by any compensation earned by the Executive as the
result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Executive to the Company, or
otherwise.

         9. Successors; Binding Agreement.

         9.1 In addition to any obligations imposed by law upon any successor to
the Company, the Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement within 30 days
after a written demand therefor is delivered to the Board by the Executive shall
be a breach of this Agreement and shall entitle the Executive to compensation
from the Company in the same amount and on the same terms as the Executive would
be entitled to hereunder if the Executive were to terminate the Executive's
employment for Good Reason after a Change in Control, except that, for purposes
of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.

                                       11



         9.2 This Agreement shall inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive shall
die while any amount would still be payable to the Executive hereunder (other
than amounts which, by their terms, terminate upon the death of the Executive)
if the Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the executors, personal representatives or administrators of the Executive's
estate.

         10. Notices. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given if (a) mailed by registered mail, return receipt
requested, postage prepaid, (b) transmitted by hand delivery, (c) sent by
next-day or overnight delivery through Federal Express, UPS or another similar
nationally recognized delivery service, (d) sent by facsimile or telecopy
(provided a copy is contemporaneously mailed by first class mail), addressed in
each case if to the Executive, to the address inserted below the Executive's
signature on the final page hereof and, if to the Company, to the address set
forth below, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon actual receipt:

                  To the Company:

                  Chiquita Brands International, Inc.
                  250 East Fifth Street
                  Cincinnati, Ohio 45202
                  Attention: Corporate Secretary

All such notices shall be deemed to have been received (w) if by certified or
registered mail, on the seventh business day after the mailing thereof, (x) if
by personal delivery, on the business day after such delivery, (y) if by next-
day or overnight delivery, on the business day after such delivery and (z) if by
facsimile or telecopy, on the business day following the sending of such
facsimile or telecopy.

         11. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or of any lack of compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at

                                       12



any prior or subsequent time.  This Agreement supersedes any other agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof which have been made by either party; provided, however,
that this Agreement shall supersede any agreement setting forth the terms and
conditions of the Executive's employment with the Company only in the event that
the Executive's employment with the Company is terminated on or following a
Change in Control, by the Company other than for Cause or by the Executive for
Good Reason. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Ohio. All references to
sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law and any additional withholding to which the Executive has agreed. The
obligations of the Company and the Executive under this Agreement which by their
nature may require either partial or total performance after the expiration of
the Term (including, without limitation, those under Sections 6 and 7 hereof)
shall survive such expiration. All pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the identity of the person or
persons referred to may require.

         12. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         13. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         14. Settlement Of Disputes; Arbitration.

         14.1 All claims by the Executive for benefits under this Agreement
shall be directed to and determined by the Employee Benefits Committee of the
Company and shall be in writing. Any denial by the Employee Benefits Committee
of a claim for benefits under this Agreement shall be delivered to the Executive
in writing and shall set forth the specific reasons for the denial and the
specific provisions of this Agreement relied upon. The Employee Benefits
Committee shall afford a reasonable opportunity to the Executive for a review of
the decision denying a claim and shall further allow the Executive to appeal to
the Compensation Committee of the Board a decision of the Employee Benefits
Committee within sixty (60) days after notification by the Employee Benefits
Committee that the Executive's claim has been denied.

                                       13



         14.2 Any further dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Cincinnati,
Ohio, in accordance with the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction. Notwithstanding any provision of this Agreement to the contrary,
the Executive shall be entitled to seek specific performance of the Executive's
right to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.

         15. Definitions. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

         (A) "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.

         (B) "Auditor" shall have the meaning set forth in Section 6.2 hereof.

         (C) "Base Amount" shall have the meaning set forth in section
280G(b)(3) of the Code.

         (D) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.

         (E) "Board" shall mean the Board of Directors of the Company.

         (F) "Cause" for termination by the Company of the Executive's
employment shall mean (i) the willful and continued failure by the Executive to
substantially perform the Executive's duties with the Company (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a Notice
of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof)
that has not been cured within 30 days after a written demand for substantial
performance is delivered to the Executive by the Board, which demand
specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive's duties, or (ii) the
willful engaging by the Executive in conduct which is demonstrably and
materially injurious to the Company or its subsidiaries, monetarily or
otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or
failure to act, on the Executive's part shall be deemed "willful" unless done,
or omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Company.

                                       14



         (G) A "Change in Control" shall be deemed to have occurred if:

         (1) (x) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities (excluding
any Person who becomes such a Beneficial Owner in connection with a transaction
described in clause (x) of subparagraph (3) below), unless such combined voting
power of any such Person does not equal or exceed the combined voting power of
Exempt Holders, and (y) a Management Change occurs in connection with or within
twelve (12) months following the event described in clause (x) of this
subparagraph (1);

         (2) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on November
15, 2000, constituted the Board and any new director (other than a director
whose initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on November 15, 2000, or whose
appointment, election or nomination for election was previously so approved or
recommended;

         (3) (x) there is consummated a merger or consolidation of the Company
or any direct or indirect subsidiary of the Company with any other corporation,
or there is consummated a sale of all or substantially all of the assets of the
Company or a similar transaction, and the voting securities of the Company
outstanding immediately prior to such merger, consolidation, sale or similar
transaction do not represent at least 50% of the combined voting power of the
securities of the Company, or the surviving or acquiring entity or any parent
thereof, outstanding immediately after such merger, consolidation, sale or
similar transaction, and (y) a Management Change occurs in connection with or
within twelve (12) months following the transaction described in clause (x) of
this subparagraph (3); or

         (4) any other transaction or event that the Board, in its sole
judgment, determines to be a Change in Control for purposes of this Agreement.

In no event shall the institution or pendency of proceedings involving the
Company under any applicable bankruptcy or insolvency laws constitute, by
itself, a "Change of Control".

                                       15



         (H) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (I) "Company" shall mean Chiquita Brands International, Inc., and,
except in determining under Section 15(G) hereof whether or not any Change in
Control of the Company has occurred, shall include any successor to its business
and/or assets which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

         (J) "Date of Termination" shall have the meaning set forth in Section
7.2 hereof.

         (K) "Disability" shall be deemed the reason for the termination by the
Company of the Executive's employment, if, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from the full-time performance of the Executive's duties with the Company
for a period of six (6) consecutive months, the Company shall have given the
Executive a Notice of Termination for Disability, and, within thirty (30) days
after such Notice of Termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.

         (L) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         (M) "Excise Tax" shall mean the excise tax imposed under section 4999
of the Code.

         (N) "Executive" shall mean the individual named in the first paragraph
of this Agreement.

         (O) "Exempt Holders" shall mean American Financial Group, Inc., each of
its subsidiaries and Affiliates, Carl H. Lindner, his spouse, his children and
their spouses and his grandchildren (or the legal representative of any such
person) and each trust for the benefit of each such person.

         (P) "Final Determination" means an audit adjustment by the Internal
Revenue Service that is either (i) agreed to by both the Executive (or his
estate) and the Company (such agreement by the Company to be not unreasonably
withheld) or (ii) sustained by a court of competent jurisdiction in a decision
with which the Executive and the Company concur (such concurrence by the Company
to be not unreasonably withheld) or with respect to which the period within
which an appeal

                                       16



may be filed has lapsed without a notice of appeal being filed or there is no
further right of appeal.

         (Q) "Good Reason" for termination by the Executive of the Executive's
employment shall mean the occurrence (without the Executive's express written
consent) after any Change in Control described in Section 6.1 hereof, of any one
of the following acts by the Company, failures by the Company to act:

               (I)   a reduction by the Company in the Executive's annual base
      salary or target annual bonus opportunity as in effect immediately prior
      to such Change in Control or as the same may thereafter be increased from
      time to time, or a failure to provide the Executive with participation in
      any stock option or other equity-based plan in which other employees of
      the Company (and any parent, surviving or acquiring company) participate
      on a basis that does not unreasonably discriminate against the Executive
      as compared to such other employees who have similar levels of
      responsibility and compensation;

               (II)  the relocation of the Executive's principal place of
      employment to a location more than 50 miles from the Executive's principal
      place of employment immediately prior to such Change in Control, except
      for required travel on the Company's business to an extent substantially
      consistent with the Executive's business travel obligations immediately
      prior to such Change in Control; or

               (III) any material breach by the Company of its obligations under
      this Agreement;

provided, however, that, the Notice of Termination in connection with the
foregoing acts or failure to act must be communicated by the Executive to the
Company within six months of the Executive becoming aware of such act or failure
to act.

         The Executive's right to terminate the Executive's employment for Good
Reason shall not be affected by the Executive's incapacity due to physical or
mental illness. Except as provided above, the Executive's continued employment
shall not constitute consent to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason hereunder.

         (R) "Gross-Up Payment" shall have the meaning set forth in Section 6.2
hereof.

                                       17



         (S) "Management Change" shall mean that (i) the Chief Executive Officer
of the Company (or, if (x) the Company becomes a subsidiary of any other
company, the Chief Executive Officer of the Company's ultimate parent company,
or (y) if clause (x) does not apply and the Company has been merged or
consolidated or has sold all or substantially all of its assets, the Chief
Executive Officer of the acquiring or surviving company) is not Carl H. Lindner,
Keith E. Lindner or Steven G. Warshaw or (ii) less than 50% of the "executive
officers" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company
(or such ultimate parent, acquiring or surviving company, as the case may be)
are at any time either (A) persons who were "executive officers" of the Company
immediately prior to the first public announcement of the event or transaction
that, if consummated (together with the occurrence of a Management Change, if
applicable), would constitute a Change in Control, or (B) persons who were
employees of the Company or one of its subsidiaries immediately prior to such
first public announcement whose election or designation as an "executive
officer" in each case was approved or recommended to the Board of Directors by
Carl H. Lindner, Keith E. Lindner or Steven G. Warshaw, as the case may be,
acting in his capacity as Chief Executive Officer of the Company.

         (T) "Notice of Termination" shall have the meaning set forth in Section
7.1 hereof.

         (U) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company or
(v) the Exempt Holders.

         (V) "Severance Payments" shall have the meaning set forth in Section
6.1 hereof.

         (W) "Term" shall mean the period of time described in Section 2 hereof
(including any extension described therein).

         (X) "Total Payments" shall mean those payments so described in Section
6.2 hereof.

                                       18



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                           CHIQUITA BRANDS INTERNATIONAL, INC.


                           By:   /s/ Bryan M. Valentine
                              ------------------------------------
                           Name
                           Title:



                           EXECUTIVE: /s/ Jeffrey M. Zalla
                                     -----------------------------
                           Name:           Jeffrey M. Zalla

                           Address:        [Included in original
                                           agreement, not included
                                           in filed version]

                                       19



                                    EXHIBIT A

                           GENERAL RELEASE AND WAIVER

         In exchange for the payments and benefits identified in the Severance
Agreement (the "Agreement") between Chiquita Brands International, Inc. (the
"Company") and Jeffrey M. Zalla ("Employee"), which Employee acknowledges are in
addition to anything of value to which he is already entitled, Employee hereby
releases, settles and forever discharges the Company, its parent, subsidiaries,
affiliates, successors and assigns, together with their past and present
directors, officers, employees, agents, insurers, attorneys, and any other party
associated with the Company, to the fullest extent permitted by applicable law,
from any and all claims, causes of action, rights, demands, debts, liens,
liabilities or damages of whatever nature, whether known or unknown, suspected
or unsuspected, which Employee ever had or may now have against the Company or
any of the foregoing. This includes, without limitation, any claims, liens,
demands, or liabilities arising out of or in any way connected with Employee's
employment with the Company and the termination of that employment pursuant to
any federal, state or local laws regulating employment such as the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act
of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as
42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the
Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor
Standards Act of 1938, as well as all other federal, state and local laws,
except that this release shall not affect any rights of Employee for benefits
payable under any Social Security, Worker's Compensation or Unemployment laws or
rights arising out of any breach of the Agreement by the Company.

[For Employees Age 40 or Older]

         Employee further expressly and specifically waives any and all rights
or claims under the Age Discrimination In Employment Act of 1967 and the Older
Workers Benefit Protection Act (collectively the "Act"). Employee acknowledges
and agrees that this waiver of any right or claim under the Act (the "Waiver")
is knowing and voluntary, and specifically agrees as follows: (a) that the
Agreement and this Waiver are written in a manner which he understands; (b) that
this Waiver specifically relates to rights or claims under the Act; (c) that he
does not waive any rights or claims under the Act that may arise after the date
of execution of this Waiver; (d) that he waives rights or claims under the Act
in exchange for consideration in addition to anything of value to which he is
already entitled; and (e) that he is advised in writing to consult with an
attorney prior to executing this General Release and Waiver.

                                       20

EX-10.K

                                                                    Exhibit 10-k

                               SEVERANCE AGREEMENT

         THIS AGREEMENT, dated August 1, 2002 is made by and between Chiquita
Brands International, Inc., a New Jersey corporation (the "Company"), and Jill
M. Albrinck (the "Executive").

         WHEREAS, the Company considers it essential to the best interests of
its stockholders to foster the continued employment of key management personnel;
and

         WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control exists and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders; and

         WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:

         1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the last Section hereof.

         2. Term of Agreement. The Term of this Agreement shall commence on the
date hereof and shall continue in effect through December 31, 2004; provided,
however, that if a Change in Control described in Section 6.1 hereof shall have
occurred during the Term, the Term shall expire on the third anniversary of such
Change in Control

         3. Company's Covenants Summarized.

         3.1 In order to induce the Executive to remain in the employ of the
Company and in consideration of the Executive's covenants set forth in Section 4

                                       1



hereof, the Company agrees, under the conditions described herein, to pay the
Executive the Severance Payments and the other payments and benefits described
herein. Except as provided in Section 9.1 hereof, no Severance Payments shall be
payable under this Agreement unless there shall have been a termination of the
Executive's employment with the Company during the Term and following a Change
in Control described in Section 6.1 hereof.

         3.2 This Agreement shall not be construed as creating an express or
implied contract of employment and, except as otherwise agreed in writing
between the Executive and the Company, the Executive shall not have any right to
be retained in the employ of the Company.

         3.3 If the Executive materially breaches any of the terms of this
Agreement, the Company shall immediately be entitled, in its sole discretion, to
terminate its obligations to the Executive under this Agreement.

         3.4 If Executive is now, or at any time during the term of this
Agreement becomes, employed by a subsidiary of the Company (including an
indirect subsidiary of the Company), (a) all references herein to his
employment, or termination of employment, by or with the Company shall, except
where the context otherwise indicates, be deemed to be references to his
employment, or termination of employment, by or with such subsidiary and (b) the
Company shall have the right to cause such subsidiary to pay amounts and provide
other benefits due to the Executive under this Agreement on the Company's
behalf, provided that nothing in this clause (b) shall relieve the Company of
its obligation to cause all such amounts to be paid and such benefits to be
provided to the Executive when due. The transfer of the Executive to the employ
of the Company or any subsidiary of the Company shall not constitute a
termination of his employment for purposes of this Agreement.

         4. The Executive's Covenants.

         4.1 Prior to the occurrence of a Change in Control, unless and until
required to be disclosed by the Company pursuant to a filing made under the
Federal securities laws, or as otherwise required by law or to enforce the
Executive's rights under this Agreement, the Executive shall keep the terms of
this Agreement confidential and not discuss them with any person other than the
Executive's immediate family members or personal professional advisors.

         4.2 The Executive shall execute a release of claims against the Company
substantially in the form set forth as Exhibit A hereto, at such time and in
such manner as may reasonably be requested by the Company, in connection with
the

                                        2



Executive's termination of employment under the terms of this Agreement and as a
condition to any payment or other provision of benefits by the Company
hereunder.

         4.3 Following termination of his employment with the Company, the
Executive shall not use or disclose confidential information with respect to the
Company or any of its subsidiaries to any person not authorized by the Company
to receive such information, and the Executive shall assist the Company, in such
manner as may reasonably be requested by the Company, in any litigation in which
the Company or any of its subsidiaries is or may become involved. The
Executive's obligations under this Section 4.3 shall not be limited by the Term
of this Agreement and shall continue in full force following the expiration of
this Agreement.

         5. Compensation Other Than Severance Payments.

         5.1 If the Executive's employment shall be terminated for any reason
during the Term and following a Change in Control described in Section 6.1
hereof, the Company shall pay the Executive's full salary to the Executive
through the Date of Termination at the rate in effect immediately prior to the
Date of Termination or, if higher, the rate in effect immediately prior to the
Change in Control, together with all compensation and benefits (including
without limitation, pay for accrued but unused vacation) payable to the
Executive through the Date of Termination under the terms of the Company's
compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the Change in Control.

         5.2 If the Executive's employment shall be terminated for any reason
during the Term and following a Change in Control described in Section 6.1
hereof, the Company shall provide to the Executive the Executive's normal
post-termination compensation and benefits (including but not limited to
outplacement services and, if the Executive's place of employment was outside
the United States, all benefits under the Company's repatriation policy to which
the Executive would be entitled if there were approval by all Company
departments whose approval is required under such policy) as such payments and
benefits become due. Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the Company's retirement,
insurance and other compensation or benefit plans, programs, policies and
arrangements as in effect immediately prior to the Date of Termination or, if
more favorable to the Executive, as in effect immediately prior to the
occurrence of the Change in Control.

         6. Severance Payments.

                                       3



         6.1 Subject to Section 6.2 hereof, if (1) a Change in Control occurs on
or prior to December 31, 2004, and (2) the Executive's employment is terminated
(other than (A) by the Company for Cause, (B) by reason of death or Disability,
or (C) by the Executive without Good Reason) and the Date of Termination in
connection therewith occurs within three (3) years after such Change in Control
then the Company shall pay the Executive the amounts, and provide the Executive
the benefits, hereinafter described in this Section 6.1 ("Severance Payments"),
together with any payments that may be due under Section 6.2 hereof, in addition
to any payments and benefits to which the Executive is entitled under Section 5
hereof.

                 (A) In lieu of any further salary payments to the Executive for
     periods subsequent to the Date of Termination and in lieu of any severance
     benefit otherwise payable by the Company or any of its subsidiaries to the
     Executive, the Company shall pay to the Executive a lump sum severance
     payment, in cash, equal to (1) if the Date of Termination occurs on or
     prior to the second anniversary of the Change in Control, two (2.0) times
     the sum of (i) the Executive's base salary as in effect immediately prior
     to the Date of Termination or, if higher, in effect immediately prior to
     the Change in Control (the "Base Salary"), plus (ii) the target annual
     bonus established for the Executive under the bonus plan maintained by the
     Company in respect of the fiscal year in which occurs the Date of
     Termination (or, if higher, in respect of the fiscal year in which occurs
     the Change in Control), or (2) if the Date of Termination occurs after the
     second anniversary of the Change in Control, one (1.0) times the sum of
     such Base Salary plus such target annual bonus. For all purposes of this
     Agreement, the Executive's target annual bonus shall be deemed to be 50% of
     the Executive's base salary. If, notwithstanding the foregoing provision
     that the lump sum severance is to be in lieu of any severance benefit
     otherwise payable, the Company or any of its subsidiaries is required by
     applicable law to pay such a benefit, the Company's obligation to pay such
     lump sum severance hereunder shall be offset and reduced by the amount of
     the benefit required to be paid by applicable law.

                 (B) For the 24-month period immediately following the Date of
     Termination, the Company shall arrange to provide the Executive and his
     dependents with life, disability, accident and health insurance benefits
     substantially similar to those provided to the Executive and his dependents
     immediately prior to the Date of Termination (or, if more favorable to the
     Executive, those provided to the Executive and his dependents immediately
     prior to the Change in Control), at no greater cost to the Executive on an
     after-tax basis than the cost to the Executive immediately prior to such
     date or occurrence; provided, however, that the foregoing benefits shall be
     provided for a period of only twelve (12) months if the Date of Termination
     occurs

                                       4



     after the second anniversary of the Change in Control. Benefits otherwise
     receivable by the Executive pursuant to this Section 6.1(B) shall be
     reduced to the extent benefits of the same type are received by or made
     available to the Executive at no greater cost by a subsequent employer
     during the applicable period set forth above (and any such benefits
     received by or made available to the Executive shall be reported to the
     Company by the Executive). If the Severance Payments shall be decreased
     pursuant to Section 6.2(B) hereof, and the Section 6.1(B) benefits which
     remain payable after the application of Section 6.2 hereof are thereafter
     reduced pursuant to the immediately preceding sentence, the Company shall,
     no later than five (5) business days following such reduction, pay to the
     Executive the least of (a) the amount of the decrease made in the Severance
     Payments pursuant to Section 6.2 hereof, (b) the amount of the subsequent
     reduction in these Section 6.1(B) benefits, or (c) the maximum amount which
     can be paid to the Executive without being, or causing any other payment to
     be, nondeductible by reason of section 280G of the Code.

                 (C) Notwithstanding any provision of any incentive, stock,
     retirement, savings or other plan to the contrary, as of the Date of
     Termination, (i) the Executive shall be fully vested in (1) all then
     outstanding options to acquire stock of the Company (or if such options
     have been assumed by, or replaced with options for shares of, a parent,
     surviving or acquiring company, such assumed or replacement options), and
     all then outstanding restricted shares of stock of the Company (or the
     stock of any parent, surviving or acquiring company into which such
     restricted shares have been converted or for which they have been
     exchanged) held by the Executive, (2) all accrued basic match and
     incremental match employer contributions under the Company's Capital
     Appreciation Plan, and (3) to the extent permissible under the Code and the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all
     amounts credited to his account under the Company's 401(k) Savings and
     Investment Plan which are attributable to employer contributions; and (ii)
     all stock options referred to in clause (i) above shall remain exercisable
     until the earlier of (x) the third anniversary of the Date of Termination
     or (y) the otherwise applicable expiration date of such option. To the
     extent that the full vesting of the Executive under clause (i)(3) of the
     preceding sentence would violate either ERISA or the Code, the Company
     shall pay to the Executive a lump sum amount, in cash, equal to the amount
     which cannot become fully vested.

                 (D) The Company shall pay to the Executive a lump sum amount,
     in cash, equal to the Executive's target annual bonus under the bonus plan
     maintained by the Company in respect of the fiscal year in which occurs

                                       5



     the Date of Termination (or, if higher, in respect of the fiscal year in
     which occurs the Change of Control) multiplied by a fraction, the numerator
     of which is the number of days in such fiscal year through and including
     the Date of Termination, and the denominator of which is 365.

         6.2 (A) Except as otherwise provided in Section 6.2(B), if the
Severance Payments together with any payment or benefit received or to be
received by the Executive in connection with a Change in Control or the
termination of the Executive's employment (whether pursuant to the terms of this
Agreement or otherwise) (all such payments and benefits, excluding the Gross-Up
Payment, being hereinafter called "Total Payments") will be subject (in whole or
part) to the Excise Tax, then the Company shall pay to the Executive an
additional amount (the "Gross-Up Payment") such that the net amount retained by
the Executive, after deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and Excise Tax upon the
Gross-Up Payment, shall be equal to the Total Payments. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income taxes at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
localities of the Executive's residence and employment, as applicable, on the
Date of Termination, net of the maximum reduction in federal income tax which
could be obtained from deduction of such state and local taxes.

         (B) If the Total Payments would (but for this Section 6.2(B)) be
subject (in whole or part) to the Excise Tax, but the aggregate value of the
portion of the Total Payments which are considered "parachute payments" within
the meaning of section 280G(b)(2) of the Code is less than 330% of the
Executive's Base Amount, then subsection (A) of this Section 6.2 shall not
apply, and the cash Severance Payments shall be reduced (if necessary, to zero),
and all other Severance Payments shall thereafter be reduced (if necessary, to
zero), to the extent necessary to cause the Total Payments not to be subject to
the Excise Tax.

         (C) For purposes of determining whether any of the Total Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" within the meaning of
section 280G(b)(2) of the Code, unless in the opinion of the accounting firm
which was, immediately prior to the Change in Control, the Company's independent
auditor (the "Auditor"), such other payments or benefits (in whole or in part)
do not constitute parachute payments, including by reason of section
280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the
meaning of section 280G(b)(l) of the Code shall be treated as subject to the
Excise Tax unless, in the opinion of the

                                       6



Auditor, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered, within the meaning of
section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to
such reasonable compensation, or are otherwise not subject to the Excise Tax,
and (iii) the value of any noncash benefits or any deferred payment or benefit
shall be determined by the Auditor in accordance with the principles of sections
280G(d)(3) and (4) of the Code. Prior to the payment date set forth in Section
6.3 hereof, the Company shall provide the Executive with its calculation of the
amounts referred to in this Section 6.2(C) and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.
If the Executive disputes the Company's calculations (in whole or in part), the
reasonable opinion of the Auditor with respect to the matter in dispute shall
prevail.

          (D)   (I)   In the event that (1) amounts are paid to the Executive
pursuant to Section 6.2(A), (2) there is a Final Determination that the Excise
Tax is less than the amount taken into account hereunder in calculating the
Gross-Up Payment, and (3) after giving effect to such Final Determination, the
Severance Payments are to be reduced pursuant to Section 6.2(B), the Executive
shall repay to the Company, within five (5) business days following the date of
the Final Determination, the Gross-Up Payment and the amount of the reduction in
the Severance Payments, plus interest on the amount of such repayments at 120%
of the rate provided in section 1274(b)(2)(B) of the Code.

                (II)  In the event that (1) amounts are paid to the Executive
pursuant to Section 6.2(A), (2) there is a Final Determination that the Excise
Tax is less than the amount taken into account hereunder in calculating the
Gross-Up Payment, and (3) after giving effect to such Final Determination, the
Severance Payments are not to be reduced pursuant to Section 6.2(B), the
Executive shall repay to the Company, within five (5) business days following
the date of the Final Determination, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the Gross-Up Payment
attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by the Executive),
to the extent that such repayment results in a reduction in the Excise Tax and a
dollar-for-dollar reduction in the Executive's taxable income and wages for
purposes of federal, state and local income and employment taxes, plus interest
on the amount of such repayment at 120% of the rate provided in section
1274(b)(2)(B) of the Code.

                (III) Except as otherwise provided in clause (IV) below, in the
event there is a Final Determination that the Excise Tax exceeds the amount
taken into account hereunder in determining the Gross-Up Payment (including by
reason of any payment the existence or amount of which cannot be determined at
the time of

                                       7



the Gross-Up Payment), the Company shall pay to the Executive, within five (5)
business days following the date of the Final Determination, the sum of (1) a
Gross-Up Payment in respect of such excess and in respect of any portion of the
Excise Tax with respect to which the Company had not previously made a Gross-Up
Payment, including a Gross-Up Payment in respect of any Excise Tax attributable
to amounts payable under clauses (2) and (3) of this paragraph (III) (plus any
interest, penalties or additions payable by the Executive with respect to such
excess and such portion), (2) if Severance Payments were reduced pursuant to
Section 6.2(B) but after giving effect to such Final Determination, the
Severance Payments should not have been reduced pursuant to Section 6.2(B), the
amount by which the Severance Payments were reduced pursuant to Section 6.2(B),
and (3) interest on such amounts at 120% of the rate provided in section
1274(b)(2) of the Code.

          (IV) In the event that (1) Severance Payments were reduced pursuant to
Section 6.2(B) and (2) the aggregate value of Total Payments which are
considered "parachute payments" within the meaning of section 280G(b)(2) of the
Code is subsequently redetermined in a Final Determination, but such
redetermined value still does not exceed 330% of the Executive's Base Amount,
then, within five (5) business days following such Final Determination, (x) the
Company shall pay to the Executive the amount (if any) by which the reduced
Severance Payments (after taking the Final Determination into account) exceeds
the amount of the reduced Severance Payments actually paid to the Executive,
plus interest on the amount of such repayment at 120% of the rate provided in
section 1274(b) of the Code, or (y) the Executive shall pay to the Company the
amount (if any) by which the reduced Severance Payments actually paid to the
Executive exceeds the amount of the reduced Severance Payments (after taking the
Final Determination into account), plus interest on the amount of such repayment
at 120% of the rate provided in section 1274(b) of the Code.

     6.3 The payments provided in subsection (A) and (D) (and to the extent
applicable, subsection (C)) of Section 6.1 hereof and in Section 6.2 hereof
shall be made not later than the fifteenth (15th) day following the Date of
Termination, provided, however, that if the amounts of such payments, and the
potential limitation on such payments set forth in Section 6.2 hereof, cannot be
finally determined on or before such day, the Company shall pay to the Executive
on such day an estimate, as determined in good faith by the Company or, in the
case of payments under Section 6.2 hereof, in accordance with said Section 6.2,
of the minimum amount of such payments to which the Executive is clearly
entitled and shall pay the remainder of such payments (together with interest on
the unpaid remainder (or on all such payments to the extent the Company fails to
make such payments when due) at 120% of the rate provided in section
1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but
in no event later than the sixtieth (60/th/) day after the Date of Termination.
At the time that payments are made under this Agreement, the Company shall
provide the Executive with a written

                                        8



statement setting forth the manner in which such payments were calculated and
the basis for such calculations including, without limitation, any opinions or
other advice the Company has received from the Auditor or other advisors or
consultants (and any such opinions or advice which are in writing shall be
attached to the statement).

          6.4 The Company also shall pay to the Executive all legal fees and
expenses incurred by the Executive in disputing in good faith any issue
hereunder relating to the termination of the Executive's employment, in seeking
in good faith to obtain or enforce any benefit or right provided by this
Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of section 4999 of the Code to any payment or
benefit provided hereunder. Such payments shall be made within five (5) business
days after delivery of the Executive's written requests for payment accompanied
with such evidence of fees and expenses incurred as the Company reasonably may
require.

          7.  Termination Procedures and Compensation During Dispute.

          7.1 Notice of Termination. Any purported termination of the
Executive's employment hereunder (other than by reason of death) shall be
communicated by written Notice of Termination from one party hereto to the other
party hereto in accordance with Section 10 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated. Further, a Notice of Termination for Cause is required to include a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board which was called and held for the purpose of considering such termination
(after reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive's counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of
conduct set forth in clause (i) or (ii) of the definition of Cause herein, and
specifying the particulars thereof in detail.

          7.2 Date of Termination. "Date of Termination," with respect to any
purported termination of the Executive's employment hereunder, including a
termination described in the second sentence of Section 6.1 hereof, shall mean
the date specified in the Notice of Termination (which, except in the case of a
termination for Cause, shall not be less than fifteen (15) days nor more than
thirty (30) days, respectively, from the date such Notice of Termination is
given).

          7.3 Dispute Concerning Termination. If, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving

                                        9



such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be extended until the
earlier of (i) the date on which the Term ends or (ii) the date on which the
dispute is finally resolved, either by mutual written agreement of the parties
or by a final judgment, order or decree of an arbitrator (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no appeal has been perfected); provided, however, that the Date of
Termination shall be extended by a notice of dispute given by the Executive only
if such notice is given in good faith and the Executive pursues the resolution
of such dispute with reasonable diligence.

          7.4 Compensation During Dispute. If a purported termination occurs
following a Change in Control and during the Term and the Date of Termination is
extended in accordance with Section 7.3 hereof, the Company shall continue to
pay the Executive the full compensation in effect when the notice giving rise to
the dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given, until the Date of Termination, as determined in accordance with
Section 7.3 hereof. Payments of compensation otherwise receivable pursuant to
this Section 7.4 shall be reduced to the extent cash compensation is received by
the Executive from a subsequent employer for services rendered during the period
described in this Section 7.4 (and any such compensation received by a
subsequent employer shall be reported by the Executive to the Company), and
benefits otherwise receivable pursuant to this Section 7.4 shall be also be
reduced in the manner provided in the penultimate sentence of Section 6.1(B)
hereof. Amounts paid under this Section 7.4 are in addition to all other amounts
due under this Agreement (other than those due under Section 5.1 hereof) and
shall not be offset against or reduce any other amounts due under this
Agreement.

          8.  No Mitigation. The Company agrees that, if the Executive's
employment with the Company terminates during the Term, the Executive is not
required to seek other employment or to attempt in any way to reduce any amounts
payable to the Executive by the Company pursuant to Section 6 hereof or Section
7.4 hereof. Further, the amount of any payment or benefit provided for in this
Agreement (other than as expressly provided in Section 6.1(A), 6.1(B) or 7.4
hereof) shall not be reduced by any compensation earned by the Executive as the
result of employment by another employer, by retirement benefits, by offset
against any amount claimed to be owed by the Executive to the Company, or
otherwise.

          9.  Successors; Binding Agreement.

          9.1 In addition to any obligations imposed by law upon any successor
to the Company, the Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the

                                       10



business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement within 30 days after a written
demand therefor is delivered to the Board by the Executive shall be a breach of
this Agreement and shall entitle the Executive to compensation from the Company
in the same amount and on the same terms as the Executive would be entitled to
hereunder if the Executive were to terminate the Executive's employment for Good
Reason after a Change in Control, except that, for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.

          9.2 This Agreement shall inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive shall
die while any amount would still be payable to the Executive hereunder (other
than amounts which, by their terms, terminate upon the death of the Executive)
if the Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the executors, personal representatives or administrators of the Executive's
estate.

          10. Notices. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given if (a) mailed by registered mail, return receipt
requested, postage prepaid, (b) transmitted by hand delivery, (c) sent by
next-day or overnight delivery through Federal Express, UPS or another similar
nationally recognized delivery service, (d) sent by facsimile or telecopy
(provided a copy is contemporaneously mailed by first class mail), addressed in
each case if to the Executive, to the address inserted below the Executive's
signature on the final page hereof and, if to the Company, to the address set
forth below, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon actual receipt:

                  To the Company:

                  Chiquita Brands International, Inc.
                  250 East Fifth Street
                  Cincinnati, Ohio 45202
                  Attention: Corporate Secretary

All such notices shall be deemed to have been received (w) if by certified or
registered mail, on the seventh business day after the mailing thereof, (x) if
by

                                       11



personal delivery, on the business day after such delivery, (y) if by next-day
or overnight delivery, on the business day after such delivery and (z) if by
facsimile or telecopy, on the business day following the sending of such
facsimile or telecopy.

          11.  Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or of any lack of compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. This Agreement supersedes any other
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof which have been made by either party;
provided, however, that this Agreement shall supersede any agreement setting
forth the terms and conditions of the Executive's employment with the Company
only in the event that the Executive's employment with the Company is terminated
on or following a Change in Control, by the Company other than for Cause or by
the Executive for Good Reason. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Ohio. All references to sections of the Exchange Act or the Code shall be deemed
also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law and any additional withholding to which the
Executive has agreed. The obligations of the Company and the Executive under
this Agreement which by their nature may require either partial or total
performance after the expiration of the Term (including, without limitation,
those under Sections 6 and 7 hereof) shall survive such expiration. All pronouns
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.

          12.  Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

          13.  Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

          14.  Settlement of Disputes; Arbitration.

          14.1 All claims by the Executive for benefits under this Agreement
shall be directed to and determined by the Employee Benefits Committee of the
Company and shall be in writing. Any denial by the Employee Benefits Committee

                                       12



of a claim for benefits under this Agreement shall be delivered to the Executive
in writing and shall set forth the specific reasons for the denial and the
specific provisions of this Agreement relied upon. The Employee Benefits
Committee shall afford a reasonable opportunity to the Executive for a review of
the decision denying a claim and shall further allow the Executive to appeal to
the Compensation Committee of the Board a decision of the Employee Benefits
Committee within sixty (60) days after notification by the Employee Benefits
Committee that the Executive's claim has been denied.

          14.2 Any further dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Cincinnati,
Ohio, in accordance with the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction. Notwithstanding any provision of this Agreement to the contrary,
the Executive shall be entitled to seek specific performance of the Executive's
right to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.

          15.  Definitions. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

          (A)  "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.

          (B)  "Auditor" shall have the meaning set forth in Section 6.2 hereof.

          (C)  "Base Amount" shall have the meaning set forth in section
280G(b)(3) of the Code.

          (D)  "Beneficial Owner" shall have the meaning set forth in Rule 13d-3
under the Exchange Act.

          (E)  "Board" shall mean the Board of Directors of the Company.

          (F)  "Cause" for termination by the Company of the Executive's
employment shall mean (i) the willful and continued failure by the Executive to
substantially perform the Executive's duties with the Company (other than any
such failure resulting from the Executive's incapacity due to physical or mental
illness or any such actual or anticipated failure after the issuance of a Notice
of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof)
that has not been cured within 30 days after a written demand for substantial
performance is delivered to the Executive by the Board, which demand
specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the

                                       13



Executive's duties, or (ii) the willful engaging by the Executive in conduct
which is demonstrably and materially injurious to the Company or its
subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of
this definition, no act, or failure to act, on the Executive's part shall be
deemed "willful" unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that the Executive's act, or failure to
act, was in the best interest of the Company.

          (G) A "Change in Control" shall be deemed to have occurred if:

          (1) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities (excluding
any Person who becomes such a Beneficial Owner in connection with a transaction
described in subparagraph (3) below);

          (2) the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on July 1,
2002, constituted the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on July 1, 2002, or whose appointment,
election or nomination for election was previously so approved or recommended;

          (3) there is consummated a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other corporation, or
there is consummated a sale of all or substantially all of the assets of the
Company or a similar transaction, and the voting securities of the Company
outstanding immediately prior to such merger, consolidation, sale or similar
transaction do not represent at least 50% of the combined voting power of the
securities of the Company, or the surviving or acquiring entity or any parent
thereof, outstanding immediately after such merger, consolidation, sale or
similar transaction; or

          (4) any other transaction or event that the Board, in its sole
judgment, determines to be a Change in Control for purposes of this Agreement.

In no event shall the institution or pendency of proceedings involving the
Company under any applicable bankruptcy or insolvency laws constitute, by
itself, a "Change of Control".

                                       14



          (H) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

          (I) "Company" shall mean Chiquita Brands International, Inc., and,
except in determining under Section 15(G) hereof whether or not any Change in
Control of the Company has occurred, shall include any successor to its business
and/or assets which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

          (J) "Date of Termination" shall have the meaning set forth in Section
7.2 hereof.

          (K) "Disability" shall be deemed the reason for the termination by the
Company of the Executive's employment, if, as a result of the Executive's
incapacity due to physical or mental illness, the Executive shall have been
absent from the full-time performance of the Executive's duties with the Company
for a period of six (6) consecutive months, the Company shall have given the
Executive a Notice of Termination for Disability, and, within thirty (30) days
after such Notice of Termination is given, the Executive shall not have returned
to the full-time performance of the Executive's duties.

          (L) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

          (M) "Excise Tax" shall mean the excise tax imposed under section 4999
of the Code.

          (N) "Executive" shall mean the individual named in the first paragraph
of this Agreement.

          (O) "Final Determination" means an audit adjustment by the Internal
Revenue Service that is either (i) agreed to by both the Executive (or his
estate) and the Company (such agreement by the Company to be not unreasonably
withheld) or (ii) sustained by a court of competent jurisdiction in a decision
with which the Executive and the Company concur (such concurrence by the Company
to be not unreasonably withheld) or with respect to which the period within
which an appeal may be filed has lapsed without a notice of appeal being filed
or there is no further right of appeal.

          (P) "Good Reason" for termination by the Executive of the Executive's
employment shall mean the occurrence (without the Executive's express written
consent) after any Change in Control described in Section 6.1 hereof, of any one
of the following acts by the Company, or failures by the Company to act:

                                       15



                    (I)   a reduction by the Company in the Executive's annual
          base salary or target annual bonus opportunity as in effect
          immediately prior to such Change in Control or as the same may
          thereafter be increased from time to time, or a failure to provide the
          Executive with participation in any stock option or other equity-based
          plan in which other employees of the Company (and any parent,
          surviving or acquiring company) participate on a basis that does not
          unreasonably discriminate against the Executive as compared to such
          other employees who have similar levels of responsibility and
          compensation;

                    (II)  the relocation of the Executive's principal place of
          employment to a location more than 50 miles from the Executive's
          principal place of employment immediately prior to such Change in
          Control, except for required travel on the Company's business to an
          extent substantially consistent with the Executive's business travel
          obligations immediately prior to such Change in Control; or

                    (III) any material breach by the Company of its obligations
          under this Agreement;

provided, however, that, the Notice of Termination in connection with the
foregoing acts or failure to act must be communicated by the Executive to the
Company within six months of the Executive becoming aware of such act or failure
to act.

          The Executive's right to terminate the Executive's employment for Good
Reason shall not be affected by the Executive's incapacity due to physical or
mental illness. Except as provided above, the Executive's continued employment
shall not constitute consent to, or a waiver of rights with respect to, any act
or failure to act constituting Good Reason hereunder.

          (Q) "Gross-Up Payment" shall have the meaning set forth in Section 6.2
hereof.

          (R) "Notice of Termination" shall have the meaning set forth in
Section 7.1 hereof.

          (S) "Person" shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or

                                       16



any of its Affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.

          (T) "Severance Payments" shall have the meaning set forth in Section
6.1 hereof.

          (U) "Term" shall mean the period of time described in Section 2 hereof
(including any extension described therein).

          (V) "Total Payments" shall mean those payments so described in Section
6.2 hereof.

                                       17



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                        CHIQUITA BRANDS INTERNATIONAL, INC.


                                        By: /s/ Barry H. Morris
                                           -------------------------------------
                                        Name:  Barry H. Morris
                                        Title: Vice President, Human Resources


                                        EXECUTIVE: /s/ Jill M. Albrinck
                                                 -------------------------------
                                                       Jill M. Albrinck

                                        Address:       [Included in original
                                                       agreement, not included
                                                       in filed version]

                                       18



                                    Exhibit A

                           GENERAL RELEASE AND WAIVER

     In exchange for the payments and benefits identified in the Severance
Agreement (the "Agreement") between Chiquita Brands International, Inc. (the
"Company") and Jill M. Albrinck ("Employee"), which Employee acknowledges are in
addition to anything of value to which he is already entitled, Employee hereby
releases, settles and forever discharges the Company, its parent, subsidiaries,
affiliates, successors and assigns, together with their past and present
directors, officers, employees, agents, insurers, attorneys, and any other party
associated with the Company, to the fullest extent permitted by applicable law,
from any and all claims, causes of action, rights, demands, debts, liens,
liabilities or damages of whatever nature, whether known or unknown, suspected
or unsuspected, which Employee ever had or may now have against the Company or
any of the foregoing. This includes, without limitation, any claims, liens,
demands, or liabilities arising out of or in any way connected with Employee's
employment with the Company and the termination of that employment pursuant to
any federal, state or local laws regulating employment such as the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act
of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as
42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the
Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor
Standards Act of 1938, as well as all other federal, state and local laws,
except that this release shall not affect any rights of Employee for benefits
payable under any Social Security, Worker's Compensation or Unemployment laws or
rights arising out of any breach of the Agreement by the Company.

[For Employees Age 40 or Older]

     Employee further expressly and specifically waives any and all rights or
claims under the Age Discrimination In Employment Act of 1967 and the Older
Workers Benefit Protection Act (collectively the "Act"). Employee acknowledges
and agrees that this waiver of any right or claim under the Act (the "Waiver")
is knowing and voluntary, and specifically agrees as follows: (a) that the
Agreement and this Waiver are written in a manner which he understands; (b) that
this Waiver specifically relates to rights or claims under the Act; (c) that he
does not waive any rights or claims under the Act that may arise after the date
of execution of this Waiver; (d) that he waives rights or claims under the Act
in exchange for consideration in addition to anything of value to which he is
already entitled; and (e) that he is advised in writing to consult with an
attorney prior to executing this General Release and Waiver.

                                       19

EX-10.L

                                                                    Exhibit 10-l


                              AWARD SHARE AGREEMENT

         THIS AGREEMENT, entered into as of February 21, 2002 (the "Agreement
Date"), by and between Barry H. Morris (the "Participant") and Chiquita Brands
International, Inc. (the "Company");

                                WITNESSETH THAT:

         WHEREAS, the Company maintains the Chiquita Brands International, Inc.
Award Share Plan for the benefit of eligible Participants;

         WHEREAS, consistent with the "Preliminary Outline of Principal Terms of
Chapter 11 Plan of Reorganization (the "Plan of Reorganization") attached as
Exhibit A to Form 8-K of Chiquita Brands International, Inc." filed November 12,
2001, the Company is to enter into a award share agreement with the Participant
pursuant to the terms of such Plan;

         WHEREAS, consistent with the Plan of Reorganization, the Participant
has been designated to receive the shares of Stock as set forth in this
Agreement; and

         WHEREAS, the Company and the Participant agree that this Agreement
fulfills the Company's obligation with respect to such grant, and the delivery
of shares of Stock (as defined in paragraph 9);

         NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

         1. Award. Subject to the terms of this Agreement, upon consummation of
the Plan of Reorganization, the Participant shall be granted the right to
receive 13,333 shares of Stock (the "Award Shares"). The Participant's right to
the grant of Award Shares under this Agreement shall be contingent on the
consummation of the Plan of Reorganization, and no benefits shall be provided to
the Participant under this Agreement absent the consummation of the Plan of
Reorganization.

         2. Account. As of the Consummation Date (as defined in paragraph 9),
the Company shall establish a bookkeeping account in the name of the Participant
(the Participant's "Account") which shall be credited with the number of Award
Shares as of that date. Each Award Share will represent the Participant's right
to receive one share of Stock. The Account will be increased to reflect
dividends payable with respect to Stock during the period between the
Consummation Date and the applicable Delivery Dates (as defined in paragraph 9),
with the Account to be increased by the number of Award Shares equal to the
number of shares of Stock which could be purchased with the dividends on the
Award Shares then credited to the Account (assuming each Award Share was a share
of Stock), based on the value of such Stock at the time such dividends are paid.
In addition, during the period between the Consummation Date and the applicable
Delivery Dates, the Account shall be adjusted to reflect stock splits, stock
dividends, and other similar transactions to the same extent as such adjustment
would apply if each Award Share constituted a share of Stock at the time of such
transaction.



         3. Trust. As of the Consummation Date, the Company will establish a
grantor trust within the meaning of sections 671 through 679 of the Internal
Revenue Code (the "Trust") and will deposit shares of Stock representing the
Award Shares in the Trust. The Trust will be managed by a fiduciary selected by,
but independent of, the Company. The Award Shares will constitute an unfunded,
unsecured promise by the Company to deliver the shares of Stock in accordance
with the Agreement, and the Participant shall not be treated as owner of the
shares while they are held in the Trust. Prior to the applicable Delivery Dates,
a Participant shall not, by reason of the Plan or this Agreement, acquire any
right in or title to any assets, funds or property of the Company whatsoever,
including, without limitation, any specific funds, assets, or other property
which the Company may set aside in the Trust or otherwise in anticipation of a
liability under this Agreement. Prior to the applicable Delivery Dates, the
Participant shall not be permitted to vote the Award Shares. The assets of the
Trust will be subject to claims of the Company's creditors in the event of the
Company's insolvency or bankruptcy. For this purpose the "Company" includes any
subsidiary of the Company which employs a Participant.

         4. Delivery. The Company, through the Trust, will deliver to the
Participant, in the form of shares of Stock free of all restrictions: (i) 50% of
the Award Shares credited to the Account on the one year anniversary of the
Consummation Date, and (ii) all remaining Award Shares credited to the Account
on the two year anniversary of the Consummation Date. Notwithstanding the
foregoing, 100% of the Award Shares will be delivered to the Participant not
later than the date of termination of the Participant's employment with the
Company and its subsidiaries for any reason. In no event, however, will any
Award Shares be delivered to the Participant unless and until the Company has
successfully consummated the Plan of Reorganization contemplated by the
Preliminary Outline, and the Committee (as defined in paragraph 9) has certified
that such consummation has occurred.

         5. Withholding. On the Consummation Date, the Participant will be
responsible for payment of the Social Security withholding taxes when due. At
each Delivery Date, the Participant will be responsible for payment of income
and other tax withholding then due by reason of the distribution. The obligation
to pay the withholding amounts at each of the Delivery Dates may be satisfied by
either of the following methods, as elected in advance by the Participant: (i) a
check from the Participant payable to the Company; or (ii) surrender to the
Company of a number of Award Shares that have a fair market value on the
applicable Delivery Date equal to the amount of the payroll withholding taxes
due.

         6. Limit on Alienation. Prior to delivery on the applicable Delivery
Date, the Award Shares are not transferable other than as designated by
Participant by will or by the laws of descent and distribution.

         7. Heirs. Subject to the terms of this Agreement, any benefits payable
to the Participant under this Agreement that are not paid at the time of the
Participant's death shall be paid at the time and in the form determined in
accordance with the provisions of this Agreement, to the beneficiary designated
by the Participant in writing filed with the Committee in such form and at such
time as the Committee shall require. If a deceased Participant fails to
designate a beneficiary, or if the designated beneficiary of the deceased
Participant dies before the Participant or before complete payment of the
benefits distributable under this Agreement, the Committee shall direct that
amounts to be paid under this Agreement be paid to the legal

                                      -2-



representative or representatives of the estate of the last to die of the
Participant and his beneficiary.

         8.  Not Employment Agreement. This Agreement does not constitute a
contract of employment, and does not give the Participant the right to be
retained in the employ of the Company or its subsidiaries or to continue to
provide services to the Company or its subsidiaries, nor any right or claim to
any benefit under this Agreement, unless such right or claim has specifically
accrued under the terms of this Agreement.

         9.  Definitions. In addition to the other definitions contained in this
Agreement, the following definitions shall apply:

(a)      The term "Board" means the Board of Directors of the Company.

(b)      The term "Code" means the Internal Revenue Code of 1986, as amended. A
         reference to any provision of the Code shall include reference to any
         successor provision of the Code.

(c)      The "Committee" shall be a committee consisting of two or more members
         of the Board selected by the Board, each of whom shall be a
         "non-employee director" as defined in Rule 16b-3 promulgated under the
         Securities Exchange Act of 1934 and an outside director as that term is
         used in the regulations under Code section 162(m).

(d)      The "Consummation Date" shall be the date of consummation of the Plan
         of Reorganization.

(e)      The "Delivery Dates" are the date or dates on which shares of Stock are
         to be delivered pursuant to paragraph 4.

(f)      The term "Stock" means shares of common stock of the Company.

         10. Administration. The Committee will have the authority and
discretion to administer and interpret this Agreement and the Plan, and to make
all other determinations that may be necessary or advisable for the
administration of this Agreement and the Plan. Any interpretation of this
Agreement by the Committee and any decision made by the Committee with respect
to this Agreement is final and binding on all persons.

         11. Amendment. This Agreement may be amended by written Agreement of
the Participant and the Company, without the consent of any other person.

         12. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company.

                                      -3-



         IN WITNESS WHEREOF, the Participant has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Agreement Date.

                                        Participant

                                         /s/ Barry  Morris
                                        ----------------------------------------
                                         Barry H. Morris

                                        Chiquita Brands International, Inc.

                                        By:  /s/ Robert W. Olson
                                             -----------------------------------
                                        Its: Senior Vice President
                                             -----------------------------------

                                      -4-

EX-10.M

                                                                    Exhibit 10-m

                              AWARD SHARE AGREEMENT

     THIS AGREEMENT, entered into as of February 21, 2002 (the "Agreement
Date"), by and between Jeffrey M. Zalla (the "Participant") and Chiquita Brands
International, Inc. (the "Company");

                                WITNESSETH THAT:

     WHEREAS, the Company maintains the Chiquita Brands International, Inc.
Award Share Plan for the benefit of eligible Participants;

     WHEREAS, consistent with the "Preliminary Outline of Principal Terms of
Chapter 11 Plan of Reorganization (the "Plan of Reorganization") attached as
Exhibit A to Form 8-K of Chiquita Brands International, Inc." filed November 12,
2001, the Company is to enter into a award share agreement with the Participant
pursuant to the terms of such Plan;

     WHEREAS, consistent with the Plan of Reorganization, the Participant has
been designated to receive the shares of Stock as set forth in this Agreement;
and

     WHEREAS, the Company and the Participant agree that this Agreement fulfills
the Company's obligation with respect to such grant, and the delivery of shares
of Stock (as defined in paragraph 9);

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

     1. Award. Subject to the terms of this Agreement, upon consummation of the
Plan of Reorganization, the Participant shall be granted the right to receive
8,000 shares of Stock (the "Award Shares"). The Participant's right to the grant
of Award Shares under this Agreement shall be contingent on the consummation of
the Plan of Reorganization, and no benefits shall be provided to the Participant
under this Agreement absent the consummation of the Plan of Reorganization.

     2. Account. As of the Consummation Date (as defined in paragraph 9), the
Company shall establish a bookkeeping account in the name of the Participant
(the Participant's "Account") which shall be credited with the number of Award
Shares as of that date. Each Award Share will represent the Participant's right
to receive one share of Stock. The Account will be increased to reflect
dividends payable with respect to Stock during the period between the
Consummation Date and the applicable Delivery Dates (as defined in paragraph 9),
with the Account to be increased by the number of Award Shares equal to the
number of shares of Stock which could be purchased with the dividends on the
Award Shares then credited to the Account (assuming each Award Share was a share
of Stock), based on the value of such Stock at the time such dividends are paid.
In addition, during the period between the Consummation Date and the applicable
Delivery Dates, the Account shall be adjusted to reflect stock splits, stock
dividends, and other similar transactions to the same extent as such adjustment
would apply if each Award Share constituted a share of Stock at the time of such
transaction.



     3. Trust. As of the Consummation Date, the Company will establish a grantor
trust within the meaning of sections 671 through 679 of the Internal Revenue
Code (the "Trust") and will deposit shares of Stock representing the Award
Shares in the Trust. The Trust will be managed by a fiduciary selected by, but
independent of, the Company. The Award Shares will constitute an unfunded,
unsecured promise by the Company to deliver the shares of Stock in accordance
with the Agreement, and the Participant shall not be treated as owner of the
shares while they are held in the Trust. Prior to the applicable Delivery Dates,
a Participant shall not, by reason of the Plan or this Agreement, acquire any
right in or title to any assets, funds or property of the Company whatsoever,
including, without limitation, any specific funds, assets, or other property
which the Company may set aside in the Trust or otherwise in anticipation of a
liability under this Agreement. Prior to the applicable Delivery Dates, the
Participant shall not be permitted to vote the Award Shares. The assets of the
Trust will be subject to claims of the Company's creditors in the event of the
Company's insolvency or bankruptcy. For this purpose the "Company" includes any
subsidiary of the Company which employs a Participant.

     4. Delivery. The Company, through the Trust, will deliver to the
Participant, in the form of shares of Stock free of all restrictions: (i) 50% of
the Award Shares credited to the Account on the one year anniversary of the
Consummation Date, and (ii) all remaining Award Shares credited to the Account
on the two year anniversary of the Consummation Date. Notwithstanding the
foregoing, 100% of the Award Shares will be delivered to the Participant not
later than the date of termination of the Participant's employment with the
Company and its subsidiaries for any reason. In no event, however, will any
Award Shares be delivered to the Participant unless and until the Company has
successfully consummated the Plan of Reorganization contemplated by the
Preliminary Outline, and the Committee (as defined in paragraph 9) has certified
that such consummation has occurred.

     5. Withholding. On the Consummation Date, the Participant will be
responsible for payment of the Social Security withholding taxes when due. At
each Delivery Date, the Participant will be responsible for payment of income
and other tax withholding then due by reason of the distribution. The obligation
to pay the withholding amounts at each of the Delivery Dates may be satisfied by
either of the following methods, as elected in advance by the Participant: (i) a
check from the Participant payable to the Company; or (ii) surrender to the
Company of a number of Award Shares that have a fair market value on the
applicable Delivery Date equal to the amount of the payroll withholding taxes
due.

     6. Limit on Alienation. Prior to delivery on the applicable Delivery Date,
the Award Shares are not transferable other than as designated by Participant by
will or by the laws of descent and distribution.

     7. Heirs. Subject to the terms of this Agreement, any benefits payable to
the Participant under this Agreement that are not paid at the time of the
Participant's death shall be paid at the time and in the form determined in
accordance with the provisions of this Agreement, to the beneficiary designated
by the Participant in writing filed with the Committee in such form and at such
time as the Committee shall require. If a deceased Participant fails to
designate a beneficiary, or if the designated beneficiary of the deceased
Participant dies before the Participant or before complete payment of the
benefits distributable under this Agreement, the Committee shall direct that
amounts to be paid under this Agreement be paid to the legal

                                      -2-



representative or representatives of the estate of the last to die of the
Participant and his beneficiary.

     8.  Not Employment Agreement. This Agreement does not constitute a contract
of employment, and does not give the Participant the right to be retained in the
employ of the Company or its subsidiaries or to continue to provide services to
the Company or its subsidiaries, nor any right or claim to any benefit under
this Agreement, unless such right or claim has specifically accrued under the
terms of this Agreement.

     9.  Definitions. In addition to the other definitions contained in this
Agreement, the following definitions shall apply:

(a)  The term "Board" means the Board of Directors of the Company.

(b)  The term "Code" means the Internal Revenue Code of 1986, as amended. A
     reference to any provision of the Code shall include reference to any
     successor provision of the Code.

(c)  The "Committee" shall be a committee consisting of two or more members of
     the Board selected by the Board, each of whom shall be a "non-employee
     director" as defined in Rule 16b-3 promulgated under the Securities
     Exchange Act of 1934 and an outside director as that term is used in the
     regulations under Code section 162(m).

(d)  The "Consummation Date" shall be the date of consummation of the Plan of
     Reorganization.

(e)  The "Delivery Dates" are the date or dates on which shares of Stock are to
     be delivered pursuant to paragraph 4.

(f)  The term "Stock" means shares of common stock of the Company.

     10. Administration. The Committee will have the authority and discretion to
administer and interpret this Agreement and the Plan, and to make all other
determinations that may be necessary or advisable for the administration of this
Agreement and the Plan. Any interpretation of this Agreement by the Committee
and any decision made by the Committee with respect to this Agreement is final
and binding on all persons.

     11. Amendment. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.

     12. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company.

                                      -3-



     IN WITNESS WHEREOF, the Participant has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Agreement Date.

                                             Participant

                                             /s/  Jeffrey M. Zalla
                                             -----------------------------------
                                             Jeffrey M. Zalla

                                             Chiquita Brands International, Inc.

                                             By:  /s/ Robert W. Olson
                                                  ------------------------------
                                             Its: Senior Vice President
                                                  ------------------------------

                                       -4-

EX-10.N

                                                                    Exhibit 10-n

                             AWARD SHARE AGREEMENT

     THIS AGREEMENT, entered into as of February 21, 2002 (the "Agreement
Date"), by and between David J. Ockleshaw (the "Participant") and Chiquita
Brands International, Inc. (the "Company");

                                WITNESSETH THAT:

     WHEREAS, the Company maintains the Chiquita Brands International, Inc.
Award Share Plan for the benefit of eligible Participants;

     WHEREAS, consistent with the "Preliminary Outline of Principal Terms of
Chapter 11 Plan of Reorganization (the "Plan of Reorganization") attached as
Exhibit A to Form 8-K of Chiquita Brands International, Inc." filed November 12,
2001, the Company is to enter into a award share agreement with the Participant
pursuant to the terms of such Plan;

     WHEREAS, consistent with the Plan of Reorganization, the Participant has
been designated to receive the shares of Stock as set forth in this Agreement;
and

     WHEREAS, the Company and the Participant agree that this Agreement fulfills
the Company's obligation with respect to such grant, and the delivery of shares
of Stock (as defined in paragraph 9);

     NOW, THEREFORE, IT IS AGREED, by and between the Company and the
Participant, as follows:

     1. Award. Subject to the terms of this Agreement, upon consummation of the
Plan of Reorganization, the Participant shall be granted the right to receive
8,000 shares of Stock (the "Award Shares"). The Participant's right to the grant
of Award Shares under this Agreement shall be contingent on the consummation of
the Plan of Reorganization, and no benefits shall be provided to the Participant
under this Agreement absent the consummation of the Plan of Reorganization.

     2. Account. As of the Consummation Date (as defined in paragraph 9), the
Company shall establish a bookkeeping account in the name of the Participant
(the Participant's "Account") which shall be credited with the number of Award
Shares as of that date. Each Award Share will represent the Participant's right
to receive one share of Stock. The Account will be increased to reflect
dividends payable with respect to Stock during the period between the
Consummation Date and the applicable Delivery Dates (as defined in paragraph 9),
with the Account to be increased by the number of Award Shares equal to the
number of shares of Stock which could be purchased with the dividends on the
Award Shares then credited to the Account (assuming each Award Share was a share
of Stock), based on the value of such Stock at the time such dividends are paid.
In addition, during the period between the Consummation Date and the applicable
Delivery Dates, the Account shall be adjusted to reflect stock splits, stock
dividends, and other similar transactions to the same extent as such adjustment
would apply if each Award Share constituted a share of Stock at the time of such
transaction.



     3. Trust. As of the Consummation Date, the Company will establish a grantor
trust within the meaning of sections 671 through 679 of the Internal Revenue
Code (the "Trust") and will deposit shares of Stock representing the Award
Shares in the Trust. The Trust will be managed by a fiduciary selected by, but
independent of, the Company. The Award Shares will constitute an unfunded,
unsecured promise by the Company to deliver the shares of Stock in accordance
with the Agreement, and the Participant shall not be treated as owner of the
shares while they are held in the Trust. Prior to the applicable Delivery Dates,
a Participant shall not, by reason of the Plan or this Agreement, acquire any
right in or title to any assets, funds or property of the Company whatsoever,
including, without limitation, any specific funds, assets, or other property
which the Company may set aside in the Trust or otherwise in anticipation of a
liability under this Agreement. Prior to the applicable Delivery Dates, the
Participant shall not be permitted to vote the Award Shares. The assets of the
Trust will be subject to claims of the Company's creditors in the event of the
Company's insolvency or bankruptcy. For this purpose the "Company" includes any
subsidiary of the Company which employs a Participant.

     4. Delivery. The Company, through the Trust, will deliver to the
Participant, in the form of shares of Stock free of all restrictions: (i) 50% of
the Award Shares credited to the Account on the one year anniversary of the
Consummation Date, and (ii) all remaining Award Shares credited to the Account
on the two year anniversary of the Consummation Date. Notwithstanding the
foregoing, 100% of the Award Shares will be delivered to the Participant not
later than the date of termination of the Participant's employment with the
Company and its subsidiaries for any reason. In no event, however, will any
Award Shares be delivered to the Participant unless and until the Company has
successfully consummated the Plan of Reorganization contemplated by the
Preliminary Outline, and the Committee (as defined in paragraph 9) has certified
that such consummation has occurred.

     5. Withholding. On the Consummation Date, the Participant will be
responsible for payment of the Social Security withholding taxes when due. At
each Delivery Date, the Participant will be responsible for payment of income
and other tax withholding then due by reason of the distribution. The obligation
to pay the withholding amounts at each of the Delivery Dates may be satisfied by
either of the following methods, as elected in advance by the Participant: (i) a
check from the Participant payable to the Company; or (ii) surrender to the
Company of a number of Award Shares that have a fair market value on the
applicable Delivery Date equal to the amount of the payroll withholding taxes
due.

     6. Limit on Alienation. Prior to delivery on the applicable Delivery Date,
the Award Shares are not transferable other than as designated by Participant by
will or by the laws of descent and distribution.

     7. Heirs. Subject to the terms of this Agreement, any benefits payable to
the Participant under this Agreement that are not paid at the time of the
Participant's death shall be paid at the time and in the form determined in
accordance with the provisions of this Agreement, to the beneficiary designated
by the Participant in writing filed with the Committee in such form and at such
time as the Committee shall require. If a deceased Participant fails to
designate a beneficiary, or if the designated beneficiary of the deceased
Participant dies before the Participant or before complete payment of the
benefits distributable under this Agreement, the Committee shall direct that
amounts to be paid under this Agreement be paid to the legal

                                       -2-



representative or representatives of the estate of the last to die of the
Participant and his beneficiary.

     8.  Not Employment Agreement. This Agreement does not constitute a contract
of employment, and does not give the Participant the right to be retained in the
employ of the Company or its subsidiaries or to continue to provide services to
the Company or its subsidiaries, nor any right or claim to any benefit under
this Agreement, unless such right or claim has specifically accrued under the
terms of this Agreement.

     9.  Definitions. In addition to the other definitions contained in this
Agreement, the following definitions shall apply:

(a)  The term "Board" means the Board of Directors of the Company.

(b)  The term "Code" means the Internal Revenue Code of 1986, as amended. A
     reference to any provision of the Code shall include reference to any
     successor provision of the Code.

(c)  The "Committee" shall be a committee consisting of two or more members of
     the Board selected by the Board, each of whom shall be a "non-employee
     director" as defined in Rule 16b-3 promulgated under the Securities
     Exchange Act of 1934 and an outside director as that term is used in the
     regulations under Code section 162(m).

(d)  The "Consummation Date" shall be the date of consummation of the Plan of
     Reorganization.

(e)  The "Delivery Dates" are the date or dates on which shares of Stock are to
     be delivered pursuant to paragraph 4.

(f)  The term "Stock" means shares of common stock of the Company.

     10. Administration. The Committee will have the authority and discretion to
administer and interpret this Agreement and the Plan, and to make all other
determinations that may be necessary or advisable for the administration of this
Agreement and the Plan. Any interpretation of this Agreement by the Committee
and any decision made by the Committee with respect to this Agreement is final
and binding on all persons.

     11. Amendment. This Agreement may be amended by written Agreement of the
Participant and the Company, without the consent of any other person.

     12. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Participant from the office of the
Secretary of the Company.

                                       -3-



     IN WITNESS WHEREOF, the Participant has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
all as of the Agreement Date.

                                             Participant

                                             /s/ David J. Ockleshaw
                                             -----------------------------------
                                             David J. Ockleshaw

                                             Chiquita Brands International, Inc.

                                             By:  /s/ Robert W. Olson
                                                  ------------------------------
                                             Its: Senior Vice President
                                                  ------------------------------

                                       -4-