10-Q

UNITED STATES

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 September 30, 2008

OR

¨ 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	04-1923360
(State or Other Jurisdiction of Incorporation or Organization)	(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  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of October 17, 2008, there were 44,298,690 shares of Common Stock outstanding.

CHIQUITA BRANDS INTERNATIONAL, INC.

TABLE OF CONTENTS

	Page
PART I—Financial Information
Item 1—Financial Statements
Condensed Consolidated Statements of Income for the quarters and nine months ended September 30, 2008 and 2007	3
Condensed Consolidated Balance Sheets as of September 30, 2008, December 31, 2007 and September 30, 2007	4
Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2008 and 2007	6
Notes to Condensed Consolidated Financial Statements	7
Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3—Quantitative and Qualitative Disclosures About Market Risk	37
Item 4—Controls and Procedures	38
PART II—Other Information
Item 1—Legal Proceedings	39
Item 1A—Risk Factors	39
Item 6—Exhibits	40
Signature	41

2

PART I—Financial Information

Item 1—Financial Statements

CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per share amounts)

	Quarter Ended Sept. 30,						Nine Months Ended Sept. 30,
	2008			2007			2008			2007
Net sales	$	840,031		$	785,179		$	2,770,104		$	2,624,414
Operating expenses:
Cost of sales		734,851			676,262			2,323,167			2,245,063
Selling, general and administrative		94,399			96,063			274,660			280,967
Depreciation		14,152			18,274			47,608			55,398
Amortization		2,457			2,456			7,368			7,367
Equity in earnings of investees		(910	)		(580	)		(6,996	)		(5,841	)
		844,949			792,475			2,645,807			2,582,954
Operating income (loss)		(4,918	)		(7,296	)		124,297			41,460
Interest income		2,242			3,217			5,324			8,155
Interest expense		(17,030	)		(20,314	)		(60,405	)		(67,008	)
Gain on debt extinguishment, net		9,573			—			9,573			—
Other income		—			—			8,622			—
Income (loss) from continuing operations before income taxes		(10,133	)		(24,393	)		87,411			(17,393	)
Income tax benefit (expense)		4,200			(1,500	)		(1,500	)		(5,800	)
Income (loss) from continuing operations		(5,933	)		(25,893	)		85,911			(23,193	)
Income (loss) from discontinued operations, net of income taxes		371			(2,340	)		2,282			166
Net income (loss)	$	(5,562	)	$	(28,233	)	$	88,193		$	(23,027	)
Earnings per common share—basic:
Continuing operations	$	(0.13	)	$	(0.61	)	$	1.97		$	(0.55	)
Discontinued operations		—			(0.05	)		0.06			0.01
	$	(0.13	)	$	(0.66	)	$	2.03		$	(0.54	)
Earnings per common share—diluted:
Continuing operations	$	(0.13	)	$	(0.61	)	$	1.93		$	(0.55	)
Discontinued operations		—			(0.05	)		0.05			0.01
	$	(0.13	)	$	(0.66	)	$	1.98		$	(0.54	)

See Notes to Condensed Consolidated Financial Statements.

3

CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share amounts)

	September 30, 2008		December 31, 2007		September 30, 2007
ASSETS
Current assets:
Cash and equivalents	$	170,085	$	61,264	$	119,234
Trade receivables (less allowances of $10,016, $10,579 and $10,137)		319,537		291,347		287,081
Other receivables, net		105,248		102,277		86,661
Inventories		225,630		206,383		206,883
Prepaid expenses		40,968		41,129		44,060
Other current assets		47,823		27,672		8,402
Current assets of discontinued operations		—		191,010		158,949
Total current assets		909,291		921,082		911,270
Property, plant and equipment, net		325,022		343,878		333,218
Investments and other assets, net		163,954		168,624		153,289
Trademarks		449,085		449,085		449,085
Goodwill		552,791		547,637		541,007
Other intangible assets, net		137,576		144,943		147,399
Non-current assets of discontinued operations		—		102,353		100,332
Total assets	$	2,537,719	$	2,677,602	$	2,635,600

4

CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share amounts)

	September 30, 2008		December 31, 2007		September 30, 2007
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes and loans payable	$	—	$	718	$	675
Long-term debt of subsidiaries due within one year		10,670		4,459		4,401
Accounts payable		298,238		320,016		289,655
Accrued liabilities		153,074		145,287		148,558
Current liabilities of discontinued operations		—		152,636		137,877
Total current liabilities		461,982		623,116		581,166
Long-term debt of parent company		608,758		475,000		475,000
Long-term debt of subsidiaries		185,261		323,013		323,939
Accrued pension and other employee benefits		56,109		59,059		60,096
Deferred gain – sale of shipping fleet		82,202		93,575		97,366
Net deferred tax liability		106,369		106,202		111,328
Other liabilities		65,884		91,127		90,295
Non-current liabilities of discontinued operations		—		11,037		16,235
Total liabilities		1,566,565		1,782,129		1,755,425
Commitments and contingencies
Shareholders’ equity:
Common stock, $0.01 par value (44,289,165, 42,740,328 and 42,516,001 shares outstanding, respectively)		443		427		425
Capital surplus		714,429		695,647		692,973
Retained earnings		193,127		104,934		133,601
Accumulated other comprehensive income of continuing operations		63,155		45,285		11,498
Accumulated other comprehensive income of discontinued operations		—		49,180		41,678
Total shareholders’ equity		971,154		895,473		880,175
Total liabilities and shareholders’ equity	$	2,537,719	$	2,677,602	$	2,635,600

See Notes to Condensed Consolidated Financial Statements.

5

CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

(In thousands)

	Nine Months Ended September 30,
	2008			2007
Cash provided (used) by:
Operations:
Net income (loss)	$	88,193		$	(23,027	)
Income from discontinued operations		(2,282	)		(166	)
Depreciation and amortization		54,976			62,765
Write-off of deferred financing fees		8,670			1,613
Gain on debt extinguishment, net		(9,573	)		—
Equity in earnings of investees		(6,996	)		(5,841	)
Amortization of the gain on sale of the shipping fleet		(11,373	)		(4,653	)
Changes in current assets and liabilities and other, net		(75,295	)		32,670
Operating cash flow from continuing operations		46,320			63,361
Investing:
Capital expenditures		(31,835	)		(33,430	)
Net proceeds from sales of:
Atlanta AG, net of $13,743 cash included in the net assets of Atlanta AG on the date of sale		88,974			—
Shipping fleet		—			224,814
Other property, plant and equipment		6,668			2,876
Acquisition of businesses		(3,171	)		—
Hurricane Katrina insurance proceeds		—			2,995
Other, net		(932	)		1,441
Investing cash flow from continuing operations		59,704			198,696
Financing:
Issuance of long-term debt		400,000			—
Repayments of long-term debt		(386,626	)		(171,628	)
Fees and other issuance costs for long-term debt		(19,392	)		(130	)
Borrowings of notes and loans payable		57,000			40,000
Repayments of notes and loans payable		(57,719	)		(83,968	)
Proceeds from exercise of stock options/warrants		12,334			609
Financing cash flow from financing operations		5,597			(215,117	)
Cash flow from continuing operations		111,621			46,940
Discontinued operations:
Operating cash flow, net		13,645			14,475
Investing cash flow, net		(513	)		(1,040	)
Financing cash flow, net		(2,772	)		(1,261	)
Cash flow from discontinued operations		10,360			12,174
Increase in cash and equivalents		121,981			59,114
(Decrease) increase in cash and equivalents of discontinued operations		(13,160	)		124
Increase in cash and equivalents of continuing operations		108,821			59,238
Balance at beginning of period		61,264			59,996
Balance at end of period	$	170,085		$	119,234

See Notes to Condensed Consolidated Financial Statements.

6

CHIQUITA BRANDS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Interim results for Chiquita Brands International, Inc. (“CBII”) and subsidiaries (collectively, with CBII, the “company”) are subject to significant seasonal variations typical to the industry and are not indicative of the results of operations for a full fiscal year. Historically, the company’s results during the third and fourth quarters have been generally weaker than in the first half of the year due to increased availability of competing fruits and resulting lower banana prices. 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 2007 Annual Report on Form 10-K for additional information relating to the company’s consolidated financial statements.

Note 1 – Earnings Per Share

Basic and diluted earnings per common share (“EPS”) are calculated as follows:

	Quarter Ended Sept. 30,						Nine Months Ended Sept. 30,
(In thousands, except per share amounts)	2008			2007			2008		2007
Income (loss) from continuing operations	$	(5,933	)	$	(25,893	)	$	85,911	$	(23,193	)
Income (loss) from discontinued operations		371			(2,340	)		2,282		166
Net income (loss)	$	(5,562	)	$	(28,233	)	$	88,193	$	(23,027	)
Weighted average common shares outstanding (used to calculate basic EPS)		44,244			42,508			43,537		42,446
Warrants, stock options and other stock awards		—			—			1,045		—
Shares used to calculate diluted EPS		44,244			42,508			44,582		42,446
Earnings per common share—basic:
Continuing operations	$	(0.13	)	$	(0.61	)	$	1.97	$	(0.55	)
Discontinued operations		—			(0.05	)		0.06		0.01
	$	(0.13	)	$	(0.66	)	$	2.03	$	(0.54	)
Earnings per common share—diluted:
Continuing operations	$	(0.13	)	$	(0.61	)	$	1.93	$	(0.55	)
Discontinued operations		—			(0.05	)		0.05		0.01
	$	(0.13	)	$	(0.66	)	$	1.98	$	(0.54	)

The assumed conversions to common stock of the company’s outstanding warrants, stock options, other stock awards and 4.25% convertible senior notes due 2016 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. For the quarter and nine months ended September 30, 2008, the effect of the 4.25% convertible senior notes due 2016 would have been anti-dilutive because the average trading price of the

7

common shares was below the initial conversion price of $22.45 per share. For the quarter ended September 30, 2008, the quarter ended September 30, 2007 and the nine months ended September 30, 2007, shares used to calculate diluted EPS would have been 45.4 million, 43.2 million and 42.9 million, respectively, if the company had generated net income.

During the nine months ended September 30, 2008, 3.0 million warrants were exercised, resulting in the issuance of 0.5 million shares. As of September 30, 2008, 10.3 million warrants to purchase common shares at $19.23 per share remain outstanding and expire on March 19, 2009.

Note 2 – Discontinued Operations

In May 2008, the company entered into an agreement with UNIVEG Fruit & Vegetable BV to sell 100% of the outstanding stock of its subsidiary, Atlanta AG (“Atlanta”), and certain related real property assets. The sale was completed on August 19, 2008 for aggregate consideration of (i) €65 million in cash ($97 million) including working capital and net debt adjustments and (ii) contingent consideration to be determined based on future performance criteria. Of the total consideration, €6 million ($8 million) is being held in escrow for up to 18 months to secure any potential obligations of the company under the agreement; this amount is included in “Investments and other assets, net” on the Condensed Consolidated Balance Sheet. The company recognized a $1 million net gain on the sale of Atlanta, which is included in “Income (loss) from discontinued operations” in the Condensed Consolidated Statement of Income and a $2 million income tax benefit to continuing operations from the reversal of certain valuation allowances. The net cash proceeds from the transaction were primarily used to reduce debt as described in Note 3.

In connection with the sale, the parties entered into a long-term agreement under which Atlanta will continue to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark. In connection with this agreement and as part of the calculation of the net gain on the sale, the company recognized a $9 million deferred credit, which will be amortized to reduce cost of sales over the initial 5-year term of the ripening and distribution services agreement. The continuing cash flows are not considered to be significant in relation to the overall activities of Atlanta and, therefore, Atlanta is presented as discontinued operations in the Condensed Consolidated Financial Statements. Through the date of the sale, sales of Chiquita bananas and other produce into these markets through the Atlanta distribution system totaled $15 million and $35 million for the quarters ended September 30, 2008 and 2007, respectively, and $93 million and $112 million for the nine months ended September 30, 2008 and 2007, respectively.

For comparative purposes, the Condensed Consolidated Financial Statements for prior periods have been restated to present Atlanta as discontinued operations. Cash flows from discontinued operations included an increase in intercompany balances due to continuing operations of $2 million for the nine months ended September 30, 2008, compared to a decrease of $12 million for the nine months ended September 30, 2007, respectively. Previously, approximately three-fourths of the assets of discontinued operations were included in the Other Produce segment, with the remainder included in the Banana segment.

8

Summarized financial information for discontinued operations is as follows:

Operating Results of Discontinued Operations:

	Quarter Ended Sept. 30,						Nine Months Ended Sept. 30,
(In thousands)	2008			2007			2008			2007
Net sales	$	184,736		$	275,951		$	914,747		$	884,503
Operating income (loss)		(959	)		(2,454	)		2,234			1,114
Income (loss) of discontinued operations before income taxes		371			(2,540	)		3,482			966
Income tax benefit (expense)		—			200			(1,200	)		(800	)
Income (loss) from discontinued operations	$	371		$	(2,340	)	$	2,282		$	166
Net sales from discontinued operations by segment:
Bananas	$	37,800		$	40,394		$	162,099		$	131,284
Other Produce		146,936			235,557			752,648			753,219
	$	184,736		$	275,951		$	914,747		$	884,503
Operating income (loss) from discontinued operations by segment:
Bananas	$	—		$	(123	)	$	550		$	1,946
Other Produce		(999	)		(2,848	)		1,995			(1,453	)
Corporate		40			517			(311	)		621
	$	(959	)	$	(2,454	)	$	2,234		$	1,114

Balance Sheet Data of Discontinued Operations:

(In thousands)	December 31, 2007		September 30, 2007
Trade receivables, net	$	158,201	$	130,411
Other current assets		32,809		28,538
Total current assets		191,010		158,949
Property, plant and equipment, net		91,245		89,482
Other assets		11,108		10,850
Total assets		293,363		259,281
Debt due within one year		9,489		9,635
Accounts payable and accrued liabilities		143,147		128,242
Total current liabilities		152,636		137,877
Debt, net of current portion		1,042		1,221
Other liabilities		9,995		15,014
Total liabilities		163,673		154,112
Accumulated other comprehensive income		49,180		41,678
Net assets	$	80,510	$	63,491

9

Note 3 – Debt

Long-term debt consists of the following:

(In thousands)	September 30, 2008			December 31, 2007			September 30, 2007
Parent Company
7 1/2% Senior Notes, due 2014	$	207,928		$	250,000		$	250,000
8 7/8% Senior Notes, due 2015		200,830			225,000			225,000
4.25% Convertible Senior Notes, due 2016		200,000			—			—
Long-term debt of parent company	$	608,758		$	475,000		$	475,000
Subsidiaries
Credit Facility Term Loan	$	195,000		$	—		$	—
CBL Facility Term Loan C		—			325,725			326,562
Other loans		931			1,747			1,778
Less current maturities		(10,670	)		(4,459	)		(4,401	)
Long-term debt of subsidiaries	$	185,261		$	323,013		$	323,939

In September and October 2008, the company completed a program to repurchase its Senior Notes in the open market with $75 million of the net proceeds from the sale of Atlanta (see Note 2). As of September 30, 2008, the company had repurchased $42 million principal amount of 7 ¹/2% Senior Notes and $24 million principal amount of 8 ⁷/8 % Senior Notes at a discount, resulting in an extinguishment gain of approximately $10 million, net of deferred financing fee write-offs and transaction costs. In October 2008, the company repurchased an additional $13 million principal amount of 7 ¹/2% Senior Notes and $12 million principal amount of 8 ⁷/8% Senior Notes at a discount, resulting in an additional extinguishment gain of approximately $4 million in the fourth quarter of 2008.

4.25% Convertible Senior Notes

On February 12, 2008, the company issued $200 million of 4.25% convertible senior notes due 2016 (“Convertible Notes”). The Convertible Notes provided approximately $194 million in net proceeds, which were used to repay a portion of Term Loan C (discussed below). Interest on the Convertible Notes became payable semiannually in arrears at a rate of 4.25% per annum, beginning August 15, 2008. The Convertible Notes are unsecured, unsubordinated obligations of the parent company and rank equally with the 7 ¹/2% Senior Notes and the 8 ⁷/8% Senior Notes.

The Convertible Notes are convertible at an initial conversion rate of 44.5524 shares of common stock per $1,000 in principal amount, equivalent to an initial conversion price of approximately $22.45 per share of common stock. The conversion rate is subject to adjustment based on certain dilutive events, including stock splits, stock dividends and other distributions (including cash dividends) in respect of the common stock.

Holders of the Convertible Notes may tender their notes for conversion between May 15 and August 14, 2016, in multiples of $1,000 in principal amount, without limitation. Prior to May 15, 2016, holders may tender their Convertible Notes for conversion under the following circumstances: (i) in any quarter, if the closing price of Chiquita common stock during 20 of the last 30 trading days of the prior quarter was above 130% of the conversion price ($29.18 per share based on the initial conversion price); (ii) if a

10

specified corporate event occurs, such as a merger, recapitalization or issuance of certain rights or warrants; (iii) within 30 days of a “fundamental change,” which includes a change in control, merger, sale of all or substantially all of the company’s assets, dissolution or delisting; (iv) if during any 5-day trading period, the Convertible Notes are trading at less than 98% of the value of the shares into which the notes could otherwise be converted, as defined in the notes; or (v) if the company calls the Convertible Notes for redemption.

Upon conversion, the Convertible Notes may be settled in shares, in cash or any combination thereof, at the company’s option, unless the company makes an “irrevocable net share settlement election,” in which case any Convertible Notes tendered for conversion will be settled in a cash amount equal to the principal portion together with shares of the company’s common stock to the extent that the obligation exceeds such principal portion. Although the company initially reserved 11.8 million shares for issuance upon conversions of the Convertible Notes, the company’s current intent and policy is to settle any conversion of the Convertible Notes as if it had elected to make the net share settlement.

Subject to certain exceptions, if the company undergoes a “fundamental change,” as defined in the notes, each holder of the Convertible Notes will have the option to require the company to repurchase all or a portion of such holder’s Convertible Notes. In the event of a fundamental change, the repurchase price will be 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest, plus certain make-whole adjustments, if applicable, and any Convertible Notes repurchased by the company will be paid in cash.

Beginning February 19, 2014, the company may call the Convertible Notes for redemption if the common stock trades above 130% of the applicable conversion price for at least 20 of the 30 trading days preceding the redemption notice ($29.18 based on the initial conversion price).

See Note 14 for a description of how the retroactive application of FASB Staff Position APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” will affect accounting for the Convertible Notes for fiscal years beginning after December 15, 2008.

Credit Facility

On March 31, 2008, the company and Chiquita Brands L.L.C. (“CBL”), the main operating subsidiary of the company, entered into a new credit facility with a syndicate of bank lenders for a six-year, $350 million senior secured credit facility (“Credit Facility”) that replaced the remaining portions of the prior CBL Facility (discussed below). At inception, the new Credit Facility consisted of a $200 million senior secured term loan (the “Term Loan”) and a $150 million senior secured revolving credit facility (the “Revolver”). The Revolver may be increased to $200 million under certain conditions. The new Credit Facility contains financial maintenance covenants that provide greater flexibility than those in the previous CBL Facility. The Credit Facility contains two financial maintenance covenants, an operating company leverage covenant of 3.50x and a fixed charge covenant of 1.15x, for the life of the facility, and no holding company or consolidated leverage covenant.

The Term Loan matures on March 31, 2014, and bears interest, at the company’s option, at a rate per annum equal to either (i) the “Base Rate” plus 2.75% to 3.50%; or (ii) LIBOR plus 3.75% to 4.50% (in each case, based on the company’s consolidated adjusted leverage ratio). The “Base Rate” is the higher of the lender’s prime rate and the Federal Funds Effective Rate plus 0.50%. For the first six months, the Term Loan bore interest at LIBOR plus 4.25% and reset to LIBOR plus 3.75% on October 1, 2008. The Term Loan requires quarterly payments, amounting to 5% per year of the initial principal amount for the first two years and 10% per year of the initial principal amount for years three to six, with the remaining balance to be paid upon maturity at March 31, 2014. Borrowings under the Term Loan were used to extinguish the prior CBL Facility, including both Term Loan C (defined below) and the $47 million balance of the prior revolving credit facility, and to pay related fees and expenses; the company retained approximately $14 million of net proceeds.

11

The Revolver matures on March 31, 2014, and bears interest, at the company’s option, at a rate per annum equal to either (i) the “Base Rate” plus 2.00% to 2.75%; or (ii) LIBOR plus 3.00% to 3.75% (in each case, based on the company’s consolidated adjusted leverage ratio). Based on the company’s September 30, 2008 leverage ratio, the borrowing rate during the fourth quarter of 2008 will be either the Base Rate plus 2.00% or LIBOR plus 3.00%. The company is required to pay a fee on the daily unused portion of the Revolver of 0.50% per annum. Borrowings under the Revolver may be used for working capital and other general corporate purposes, including permitted acquisitions. The Revolver contains a $100 million sub-limit for letters of credit, subject to a $50 million sub-limit for non-U.S. currency letters of credit. At September 30, 2008, there were no borrowings under the Revolver, and approximately $21 million of credit availability was used to support issued letters of credit, leaving approximately $129 million of availability.

The obligations under the Credit Facility are guaranteed by CBII, substantially all of CBL’s domestic subsidiaries and certain of its foreign subsidiaries. The obligations under the Credit Facility are secured by substantially all of the assets of CBL and its domestic subsidiaries, including trademarks, 100% of the stock of substantially all of CBL’s domestic subsidiaries and at least 65% of the stock of certain of CBL’s foreign subsidiaries. CBII’s obligations under its guarantee are secured by a pledge of the stock of CBL.

The Credit Facility places customary limitations on the ability of CBL and its subsidiaries to incur additional debt, create liens, dispose of assets, carry out mergers and acquisitions and make investments and capital expenditures, as well as limitations on CBL’s ability to make loans, distributions or other transfers to CBII. However, payments to CBII are permitted: (i) whether or not any event of default exists or is continuing under the Credit Facility, for all routine operating expenses in connection with the company’s normal operations and to fund certain liabilities of CBII (including interest payments on the Senior Notes and Convertible Notes) and (ii) subject to no continuing event of default and compliance with the financial covenants, for other financial needs, including (A) payment of dividends and distributions to the company’s shareholders and (B) repurchases of the company’s common stock and warrants. The Senior Notes repurchased in September and October 2008 did not affect the financial maintenance covenants of the Credit Facility because the Senior Notes were repurchased by CBL as a permitted investment under the terms of the Credit Facility. Although these repurchased Senior Notes were not retired, the company does not intend to resell any of them. At September 30, 2008, distributions to CBII, other than for normal overhead expenses and interest on the company’s Senior Notes and Convertible Notes, were limited to approximately $100 million. The Credit Facility also requires prepayment within 180 days with the net proceeds of significant asset sales (other than those related to Atlanta), unless those proceeds are reinvested in the company’s business. At September 30, 2008, the company is in compliance with the financial covenants of the Credit Facility and expects to remain in compliance.

Prior CBL Facility

The Credit Facility replaced the remaining portions of a previous $650 million senior secured credit facility (the “CBL Facility”), which had been amended and restated in 2006. Upon the extinguishment of the CBL Facility, the remaining $9 million of related deferred financing fees was recognized through “Interest expense” in the Condensed Consolidated Statement of Income.

The CBL Facility included a five-year, $200 million revolving credit facility (the “Revolving Credit Facility”). At December 31, 2007, no borrowings were outstanding and $31 million of credit availability was used to support issued letters of credit under the Revolving Credit Facility. At September 30, 2007, there were no borrowings outstanding and $29 million of credit availability was used to support issued letters of credit. The company repaid $80 million of borrowings under the Revolving Credit Facility in the second quarter of 2007, mostly with proceeds from the sale of its ships (see Note 4). The company borrowed an additional $57 million under the Revolving Credit Facility in January and February 2008, which was repaid in March 2008, primarily with the proceeds from the new Term Loan. At December 31, 2007 and September 30, 2007, the interest rate on the Revolving Credit Facility was LIBOR plus 3.00%.

12

The CBL Facility also included two seven-year term loans, one for $125 million (“Term Loan B”) and one for $375 million (“Term Loan C”), the proceeds of which were used to finance a portion of the 2005 acquisition of Fresh Express. In 2005, the company made $100 million of principal prepayments on Term Loan B. In 2007, the company repaid the remaining $24 million of Term Loan B and $40 million of Term Loan C using proceeds from the sale of its ships (see Note 4). In February 2008, the company repaid $194 million of Term Loan C with the net proceeds of the Convertible Notes, and in March 2008, the company repaid the remaining $132 million of Term Loan C with the proceeds from the new Term Loan under the new Credit Facility. At December 31, 2007 and September 30, 2007, the interest rate on Term Loan C was LIBOR plus 3.00%.

Ship-Related Debt

In June 2007, the company applied a portion of the cash proceeds from the sale of its ships (see Note 4) to repay the remaining $90 million of loans secured by its shipping assets.

Note 4 – Sale of Shipping Fleet

In June 2007, the company completed the sale of its twelve refrigerated cargo ships and related spare parts for $227 million. The ships are being chartered back from an alliance formed by Eastwind Maritime Inc. and NYKCool AB. The parties also entered a long-term strategic agreement in which the alliance serves as Chiquita’s preferred supplier in ocean shipping to and from Europe and North America.

As part of the transaction, Chiquita leased back eleven of the ships for a seven-year period through 2014, with options for up to an additional five years, and a twelfth ship for a period of three years, with an option for up to an additional two years. The leases for all twelve ships qualify as operating leases. The agreements also provide for the alliance to service the remainder of Chiquita’s core ocean shipping needs for North America and Europe, including, among other things, providing seven additional refrigerated cargo ships under multi-year time charters, which commenced in December 2007 and January 2008.

The ships sold consisted of eight specialized refrigerated ships and four refrigerated container ships, which collectively transported approximately 70 percent of Chiquita’s banana volume shipped to core markets in Europe and North America. The company realized a gain on the sale of the ships of approximately $102 million, which has been deferred and will be amortized to the Condensed Consolidated Statements of Income over the initial leaseback periods at a rate of approximately $14 million per year. The company recognized approximately $4 million of this gain in each of the quarters ended September 30, 2008 and 2007 and $11 million and $5 million of this gain in the nine months ended September 30, 2008 and 2007, respectively, as a reduction of cost of sales.

Of the $222 million net cash proceeds from the transaction, approximately $210 million was used to repay debt, including $90 million of debt associated with the ships and $120 million of borrowings under the CBL Facility.

Note 5 – Commitments and Contingencies

The company had accruals in the Condensed Consolidated Balance Sheets of $15 million at September 30, 2008 and $20 million at December 31, 2007 and September 30, 2007, respectively, related to the plea agreement with the U.S. Department of Justice described below. As of September 30, 2008, the company determined that losses from the other contingent liabilities described below are not probable, and therefore, no other amounts have been accrued.

13

Colombia-Related Matters

DOJ Settlement. As previously disclosed, in March 2007, the company entered into a plea agreement with the U.S. Department of Justice (“DOJ”) relating to payments made by the company’s former Colombian subsidiary to a Colombian paramilitary group designated under U.S. law as a foreign terrorist organization. The company had previously voluntarily disclosed these payments to the DOJ as having been made by its Colombian subsidiary to protect its employees from risks to their safety if the payments were not made. Under the terms of the plea agreement, the company pled guilty to one count of Engaging in Transactions with a Specially-Designated Global Terrorist Group without having first obtained a license from the U.S. Department of Treasury’s Office of Foreign Assets Control. The company agreed to pay a fine of $25 million, payable in five equal annual installments with interest. In September 2007, the U.S. District Court for the District of Columbia approved the plea agreement. The DOJ had earlier announced that it would not pursue charges against any current or former company executives. Pursuant to customary provisions in the plea agreement, the Court placed the company on corporate probation for five years, during which time the company must not violate the law and must implement and/or maintain certain business processes and compliance programs; violation of these requirements could result in setting aside the principal terms of the plea agreement, including the amount of the fine imposed. The company recorded a charge of $25 million in its consolidated financial statements for the quarter and year ended December 31, 2006. The company paid the first two $5 million annual installments in September 2007 and 2008, respectively. Of the remaining $15 million liability at September 30, 2008, $5 million due within one year is included in “Accrued liabilities” and $10 million due thereafter is included in “Other liabilities” on the Condensed Consolidated Balance Sheet.

Tort Lawsuits. Between June 2007 and May 2008, five lawsuits were filed against the company in U.S. federal courts, including one each in the District of Columbia, the District of New Jersey and the Southern District of New York and two in the Southern District of Florida. These lawsuits assert civil tort claims under various laws, including the Alien Tort Statute, 28 U.S.C. § 1350, the Torture Victim Protection Act, 28 U.S.C. § 1350 note, and state laws. The plaintiffs in all five lawsuits, either individually or as members of a putative class, claim to be family members or legal heirs of individuals allegedly killed or injured by armed groups that received payments from the company’s former Colombian subsidiary. The plaintiffs claim that, as a result of such payments, the company should be held legally responsible for the deaths of plaintiffs’ family members. At present, claims are asserted on behalf of approximately 900 alleged victims in the five suits. The District of Columbia, New Jersey and both Florida suits seek unspecified compensatory and punitive damages, as well as attorneys’ fees and costs; the New Jersey suit also requests treble damages and disgorgement of profits, although it does not explain the basis for those demands. The New York suit contains a specific demand of $10 million in compensatory damages and $10 million in punitive damages for each of the 628 alleged victims in that suit. All five lawsuits have been centralized in the U.S. District Court for the Southern District of Florida for consolidated or coordinated pretrial proceedings. The company believes the plaintiffs’ claims are without merit and is defending itself vigorously.

In March 2008, an additional tort lawsuit was filed against the company in the U.S. District Court for the Southern District of Florida. The plaintiffs are American citizens who allege that they are the survivors of five American nationals kidnapped and killed by an armed group in Colombia during the 1990s. Similar to the five Alien Tort Statute lawsuits filed against the company, the plaintiffs contend that the company should be held liable because its former Colombian subsidiary allegedly provided material support to the armed group. The plaintiffs in this case assert civil claims under the Antiterrorism Act, 18 U.S.C. § 2331, et seq., and state tort laws. The suit seeks unspecified compensatory damages, treble damages, attorneys’ fees and costs and punitive damages. The company believes the plaintiffs’ claims are without merit and is defending itself vigorously.

14

Derivative Lawsuits. Between October and December 2007, five shareholder derivative lawsuits were filed against certain of the company’s current and former officers and directors. Three of the cases were filed in federal courts, one each in the Southern District of Ohio, the District of Columbia and the District of New Jersey. Two of the cases were filed in state courts, one each in New Jersey and Ohio. All five complaints allege that the named defendants breached their fiduciary duties to the company and/or wasted corporate assets in connection with the payments that were the subject of the company’s March 2007 plea agreement with the DOJ, described above. The complaints seek unspecified damages against the named defendants; two of them also seek the imposition of certain equitable remedies on the company. The New Jersey state court action also asserts claims against the company’s former auditor, Ernst & Young LLP. None of the actions seeks any monetary recovery from the company.

In early January 2008, the claims in the New Jersey state court suit against the company’s current and former officers and directors were dismissed without prejudice. The plaintiff refiled those claims in the U.S. District Court for the District of Columbia. In April 2008, the remaining claims against Ernst & Young LLP in the New Jersey state court were also dismissed without prejudice. In June 2008, the plaintiff filed a notice of appeal from the January and April 2008 orders insofar as they related to Ernst & Young LLP; in October 2008, the appeal was dismissed. In February 2008, the Ohio state court derivative lawsuit was stayed, pending progress of the federal derivative proceedings. All four of the federal derivative lawsuits have been centralized in the Southern District of Florida, together with the tort lawsuits described above, for consolidated or coordinated pretrial proceedings.

In April 2008, the company’s Board of Directors established a Special Litigation Committee to investigate and analyze the allegations and claims asserted in the derivative lawsuits and to determine what action the company should take with respect to them, including whether it is in the best interests of the company and its shareholders to pursue these claims. The Special Litigation Committee is continuing to review these matters.

Investigation. Based on press reports and other sources, the company has learned that the Colombian Attorney General’s Office has commenced an investigation into payments made by companies in the banana and other industries to paramilitary groups in Colombia, and the company understands this to include payments made by the company’s former Colombian subsidiary. The company believes that it has at all times complied with Colombian law.

Italian Customs Cases

In October 2004, the company’s Italian subsidiary, Chiquita Italia, received the first of several notices from various customs authorities in Italy stating that it is potentially liable for additional duties and taxes on the import of bananas by Socoba S.r.l. (“Socoba”) from 1998 to 2000 for sale to Chiquita Italia. The claims aggregate approximately €26.9 million, plus interest currently estimated at approximately €18.1 million. The customs authorities claim that the amounts are due because these bananas were imported with licenses that were subsequently determined to have been forged and that Chiquita Italia should be jointly liable with Socoba because (a) Socoba was controlled by the former general manager of Chiquita Italia and (b) the import transactions benefited Chiquita Italia, which arranged for Socoba to purchase the

15

bananas from another Chiquita subsidiary and, after customs clearance, sell them to Chiquita Italia. Chiquita Italia is contesting these claims through appropriate proceedings, principally on the basis of its good faith belief at the time the import licenses were obtained and used that they were valid. In connection with these claims, there are also criminal proceedings pending in Italy against certain individuals alleged to have been involved. A claim has been filed in one of these proceedings seeking to obtain a civil recovery against Chiquita Italia for damages, should there ultimately be a criminal conviction and a finding of damages. Although Chiquita Italia believes it has strong defenses against this claim, any recovery would not, in any event, significantly increase the company’s potential liability and would be largely offset against any amounts that could be recovered in the civil cases described below.

In October 2006, Chiquita Italia received notice in one proceeding, in a court of first instance in Trento, that the court had determined that it was jointly liable for a claim of €4.7 million. Chiquita Italia has appealed this finding; the applicable appeal involves a review of the facts and law applicable to the case, and the appellate court can render a decision that disregards or substantially modifies the lower court’s opinion. In March 2007, Chiquita Italia received notice in a separate proceeding that the court of first instance in Genoa had determined that it was not liable for a claim of €7.4 million, plus interest. In April 2008, the customs authorities appealed this case. In August 2007, Chiquita Italia received notice that the court of first instance in Alessandria had determined that it was liable for a claim of less than €0.5 million. Chiquita Italia appealed this finding and, as in the Trento proceeding, the appeal will involve a review of the entire factual record and legal arguments of the case. Chiquita Italia may in the future be required to post surety bonds for up to the full amounts claimed in the Trento, Alessandria and other proceedings.

In early March 2008, Chiquita Italia was required to provide documents and information to the Italian fiscal police at its offices in Rome in connection with a criminal investigation into imports of bananas by Chiquita Italia during 2004-2005, and the payment of customs duties on these imports. While only preliminary information is available, the focus of the investigation appears to be on the importation process in which Chiquita International Limited sold bananas to various holders of so-called Type A import licenses, which in turn imported the bananas and resold them to Chiquita Italia or other Chiquita entities. The company believes that all of the transactions apparently under investigation were legitimate under both Italian and European Union (“EU”) law at all times, that these types of transactions were widely accepted by competent authorities across the EU and by the European Commission (“EC”), and that all of the underlying import transactions were entirely genuine. In the event that Italian prosecutors determine to pursue this matter, the legal representatives of Chiquita Italia during these years could be charged under applicable provisions of Italian law and Chiquita Italia could be determined to be civilly liable for damages, including applicable duties and penalties. Chiquita Italia is defending all of the transactions at issue vigorously.

Competition Law Proceedings

In June 2005, the company announced that its management had become aware that certain of its employees had shared pricing and volume information with competitors in Europe over many years in violation of European competition laws and company policies, and may have engaged in other conduct which did not comply with European competition laws or applicable company policies. The company promptly stopped the conduct and notified the EC and other regulatory authorities of these matters.

In October 2008, the EC announced its final decision that between 2000 and 2002, Chiquita and other competitors violated the EC Treaty’s ban on cartels and restrictive practices in eight EU member states by sharing certain information related to the setting of price quotes for bananas. Based on the company’s voluntary notification and the company’s continued cooperation in the investigation, the EC granted the company final immunity from fines related to this matter.

16

As part of the broad investigations triggered by the company’s voluntary notification, the EC is continuing to investigate certain alleged conduct in southern Europe. The company is also cooperating fully with that investigation. The company has been granted conditional immunity and accordingly does not expect to be subject to any fines by the EC in connection with that investigation. However, if at the conclusion of its investigation, which could continue through 2009, the EC were to determine, among other things, that the company did not continue to cooperate or was not otherwise eligible for immunity, then the company could be subject to fines, which, if imposed, could be substantial. The company does not believe that the reporting of these matters or the cessation of the conduct has had or should in the future have any material adverse effect on the regulatory or competitive environment in which it operates.

Other

In November 2007, the company received a favorable decision from the court of second instance in Turin, Italy, for the refund of certain consumption taxes paid between 1980 and 1990. The company recognized other income of $9 million, or $6 million net of tax, when this refund was received in the second quarter of 2008. The company has a number of other similar claims pending in different Italian jurisdictions and any gains that may occur will be recognized as the related gain contingencies are resolved and cash is received. The November 2007 Turin ruling has no binding effect on the claims in other jurisdictions, which may take years to resolve.

Note 6 – Inventories

(In thousands)	September 30, 2008		December 31, 2007		September 30, 2007
Bananas	$	50,274	$	38,749	$	41,201
Salads		8,240		8,103		8,945
Other fresh produce		2,775		1,743		3,653
Processed food products		16,486		16,402		14,957
Growing crops		84,111		86,429		85,126
Materials, supplies and other		63,744		54,957		53,001
	$	225,630	$	206,383	$	206,883

Note 7 – Segment Information

The company reports the following three business segments:

• Bananas. The Banana segment includes the sourcing (purchase and production), transportation, marketing and distribution of bananas.

• Salads and Healthy Snacks. The Salads and Healthy Snacks segment includes ready to eat, packaged salads, referred to in the industry as “value-added salads”; fresh vegetable and fruit ingredients used in foodservice; processed fruit ingredient products; and healthy snacking operations, including the company’s fresh fruit smoothie product, Just Fruit in a Bottle, sold in Europe.

• Other Produce. The Other Produce segment includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas.

Beginning in the second quarter of 2008, the company modified its reportable business segments to move Just Fruit in a Bottle to Salads and Healthy Snacks from Other Produce to realign with the company’s internal management reporting. Prior period figures have been restated to reflect this change. In addition, the company does not allocate certain corporate expenses to the reportable segments; these

17

expenses are included in “Corporate.” The company evaluates the performance of its business segments based on operating income. Intercompany transactions between segments are eliminated. Discontinued operations were previously included in the Banana and Other Produce segments. See further information related to discontinued operations in Note 2.

During the third quarter of 2008, the company made a correction to its Condensed Consolidated Financial Statements related to the amortization of prepaid incentives for one customer. The periods covered by the correction were the second half of 2006, 2007 and the first half of 2008. For the quarter and nine months ended September 30, 2008, the company recorded a cumulative adjustment which reduced net sales and operating income within the Salads and Healthy Snacks segment by approximately $3 million related to prior periods’ activity. The company does not consider this adjustment to be quantitatively or qualitatively material to the expected results for the current year or to any prior period earnings or financial statement line items. As a result, the company has not adjusted any prior period amounts.

Financial information for each segment follows:

	Quarter Ended Sept. 30,						Nine Months Ended Sept. 30,
(In thousands)	2008			2007			2008			2007
Net sales of continuing operations:
Bananas	$	473,521		$	417,494		$	1,564,333		$	1,377,902
Salads and Healthy Snacks		324,650			319,225			1,009,917			950,600
Other Produce		41,860			48,460			195,854			295,912
	$	840,031		$	785,179		$	2,770,104		$	2,624,414
Operating income (loss) of continuing operations:
Bananas	$	21,559		$	4,183		$	171,326		$	79,989
Salads and Healthy Snacks		(8,447	)		6,688			(10,673	)		14,780
Other Produce		224			(4,875	)		8,166			(5,232	)
Corporate		(18,254	)		(13,292	)		(44,522	)		(48,077	)
	$	(4,918	)	$	(7,296	)	$	124,297		$	41,460

18

Note 8 – Comprehensive Income

	Quarter Ended Sept. 30,						Nine Months Ended Sept. 30,
(In thousands)	2008			2007			2008			2007
Income (loss) from continuing operations	$	(5,933	)	$	(25,893	)	$	85,911		$	(23,193	)
Other comprehensive income from continuing operations:
Unrealized foreign currency translation gains (losses)		(1,806	)		42			(512	)		1,087
Change in fair value of cost investment		739			1,002			(2,586	)		2,284
Change in fair value of derivatives		(22,428	)		11,999			32,487			15,843
Realization of losses (gains) into net income from OCI		(11,775	)		2,007			(11,505	)		13,801
Pension liability adjustments		410			1,702			(14	)		1,670
Comprehensive income (loss) from continuing operations		(40,793	)		(9,141	)		103,781			11,492
Income (loss) from discontinued operations		371			(2,340	)		2,282			166
Other comprehensive income (loss) from discontinued operations:
Unrealized foreign currency translation gains (losses)		(135	)		5,534			8,524			8,444
Realization of gains into net income from OCI resulting from the sale of Atlanta AG		(58,202	)		—			(58,202	)		—
Pension liability adjustments		4			13			498			(1,052	)
Comprehensive income (loss) from discontinued operations		(57,962	)		3,207			(46,898	)		7,558
Comprehensive income (loss)	$	(98,755	)	$	(5,934	)	$	56,883		$	19,050

Note 9 – Hedging

The company enters into contracts to hedge its risks associated with euro exchange rate movements, primarily to reduce the negative earnings and cash flow impact that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars. The company reduces these exposures principally by purchasing put options. Purchased put options, which require an upfront premium payment, can reduce the negative earnings impact on the company of a significant future decline in the value of the euro, without limiting the benefit received from a stronger euro. The company also utilized collars, which include call options that reduced the company’s net option premium expense but could limit the benefit received from a stronger euro; however, the remaining collar contracts expire in the fourth quarter of 2008.

To hedge exposure in its shipping operations, the company also enters into bunker fuel hedge contracts for its shipping operations, which permit it to lock in fuel purchase prices for up to three years and thereby minimize the volatility that changes in fuel prices could have on its operating results. Although the company sold its twelve ships in June 2007, it is still responsible for purchasing fuel for these ships, which are chartered back under long-term leases. As a result the company continues its fuel hedging activities.

19

Foreign currency hedging costs charged to the Condensed Consolidated Statements of Income were $2 million and $3 million for the third quarters of 2008 and 2007, respectively, and $13 million and $16 million for the nine months ended September 30, 2008 and 2007, respectively. These costs reduce any favorable impact of the exchange rate on U.S. dollar realizations of euro-denominated sales. At September 30, 2008, unrealized net gains of $2 million on the company’s currency hedges were included in “Accumulated other comprehensive income of continuing operations,” of which $2 million of loss is expected to be reclassified to net income in the next twelve months. Unrealized gains of $58 million on the fuel forward contracts were also included in “Accumulated other comprehensive income of continuing operations” at September 30, 2008, of which $40 million is expected to be reclassified to net income during the next twelve months.

In October and November 2007, the company re-optimized its currency hedge portfolio for 2008. The company invested a net $4 million to replace approximately €340 million of euro put options expiring in 2008 with an average strike rate of $1.28 per euro, with collars comprised of put options at an average strike rate of $1.41 per euro and call options at an average strike rate of $1.56 per euro. Gains or losses on the new instruments, as well as the losses incurred on the original set of options, are being deferred in “Accumulated other comprehensive income of continuing operations” until the underlying transactions are recognized in net income.

At September 30, 2008, the company’s hedge portfolio consisted of the following:

Hedge Instrument	Notional Amount		Average Rate/Price			Settlement Year
Currency Hedges
Purchased Euro Put Options	€	72 million	$	1.40 /	€	2008
Sold Euro Call Options	€	71 million	$	1.56 /	€	2008
Purchased Euro Put Options	€	352 million	$	1.39 /	€	2009
Purchased Euro Put Options	€	116 million	$	1.44 /	€	2010
Fuel Hedges
3.5% Rotterdam Barge:
Fuel Oil Forward Contracts		41,000 metric tons (mt)	$	332 / mt		2008
Fuel Oil Forward Contracts		164,000 mt	$	337 / mt		2009
Fuel Oil Forward Contracts		104,000 mt	$	500 / mt		2010
Fuel Oil Forward Contracts		11,000 mt	$	552 / mt		2011
Singapore/New York Harbor:
Fuel Oil Forward Contracts		9,000 mt	$	364 / mt		2008
Fuel Oil Forward Contracts		37,000 mt	$	366 / mt		2009
Fuel Oil Forward Contracts		27,000 mt	$	537 / mt		2010
Fuel Oil Forward Contracts		3,000 mt	$	584 / mt		2011

At September 30, 2008, the fair value of the foreign currency option and fuel oil forward contracts was a net asset of $80 million, of which $48 million is included in “Other current assets” and $32 million in “Investments and other assets, net.” The amount included in net income for the change in fair value of the fuel oil forward contracts relating to hedge ineffectiveness was not material for the quarters and nine-month periods ended September 30, 2008 and 2007.

20

Note 10 – Stock-Based Compensation

Stock compensation expense totaled $4 million and $3 million for the third quarters of 2008 and 2007, respectively, and $9 million and $8 million for the nine months ended September 30, 2008 and 2007, respectively. This expense relates primarily to restricted stock awards. During the nine months ended September 30, 2008, the company granted awards of approximately 0.8 million shares, most of which were granted in the third quarter of 2008 and vest over four years. Prior to vesting, grantees are not eligible to vote or receive dividends on the restricted shares.

The company also has a Long-Term Incentive Program (“LTIP”) for certain executive level employees. Awards are intended to be performance-based compensation as defined in Section 162(m) of the Internal Revenue Code. For the three year period 2008-2010, one-half of the LTIP awards will be based on the company’s achievement of cumulative earnings per primary share targets, and the other half will be based on the company’s achievement of total shareholder return relative to peer companies.

Note 11 – Pension and Severance Benefits

Net pension expense from the company’s defined benefit and severance plans is primarily comprised of severance plans covering Central American employees and consists of the following:

	Quarter Ended Sept. 30,						Nine Months Ended Sept. 30,
(In thousands)	2008			2007			2008			2007
Defined benefit and severance plans:
Service cost	$	1,577		$	3,141		$	4,723		$	6,005
Interest on projected benefit obligation		1,195			1,156			3,583			3,705
Expected return on plan assets		(505	)		(503	)		(1,516	)		(1,445	)
Recognized actuarial loss		158			50			472			502
Amortization of prior service cost		16			72			49			212
		2,441			3,916			7,311			8,979
Net settlement gain		—			(446	)		—			(446	)
	$	2,441		$	3,470		$	7,311		$	8,533

Note 12 – Income Taxes

The company’s effective tax rate varies from period to period due to the level and mix of income generated in its various domestic and foreign jurisdictions. The company currently does not generate U.S. federal taxable income. The company’s taxable earnings are substantially from foreign operations being taxed in jurisdictions at a net effective rate lower than the U.S. statutory rate. No U.S. taxes have been accrued on foreign earnings because such earnings have been or are expected to be permanently invested in foreign operating assets.

Income tax expense includes benefits due to the resolution of tax contingencies in various jurisdictions of $4 million and $1 million for the third quarters of 2008 and 2007, respectively, and $9 million and $5 million for the nine months ended September 30, 2008 and 2007, respectively.

Financial Accounting Standards Board (“FASB”) Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes,” prescribes the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and

21

transition. FIN 48 was effective for the company beginning January 1, 2007, and required any adjustments as of that date to be charged to beginning retained earnings rather than the Condensed Consolidated Statements of Income. As a result of adopting FIN 48, the company recorded a cumulative effect adjustment of $21 million as a charge to retained earnings on January 1, 2007. On this date, the company had unrecognized tax benefits of approximately $40 million, of which $33 million, if recognized, would impact the company’s effective tax rate. The total amount of accrued interest and penalties related to uncertain tax positions on the January 1, 2007 adoption date was $20 million.

At September 30, 2008, the company had unrecognized tax benefits of approximately $30 million, of which $23 million, if recognized, will impact the company’s effective tax rate. Interest and penalties included in “Income taxes” for the quarter and nine months ended September 30, 2008 were $1 million and $2 million, respectively, and the cumulative interest and penalties included in the Condensed Consolidated Balance Sheet at September 30, 2008 was $16 million.

During the next twelve months, it is reasonably possible that unrecognized tax benefits impacting the effective tax rate could be recognized as a result of the expiration of statutes of limitation in the amount of $5 million plus accrued interest and penalties. In addition, the company has ongoing income tax audits in multiple jurisdictions that are in various stages of audit or appeal. If these audits are resolved favorably, unrecognized tax benefits of up to $3 million plus accrued interest and penalties could also be recognized. The timing of the resolution of these audits is uncertain but reasonably possible to occur in the next twelve months.

Note 13 – Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 establishes a singular definition of fair value and a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements, but does not require any additional fair value measurements. SFAS No. 157 clarified that fair value is the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for that asset or liability. The SFAS No. 157 framework for measuring fair value uses a three-level hierarchy that prioritizes the use of observable inputs. The hierarchy level of a fair value measurement is determined entirely by the lowest level input that is significant to the measurement. The three levels are:

Level 1 –	observable prices in active markets for identical assets and liabilities;
Level 2 –	observable inputs other than quoted market prices in active markets for identical assets and liabilities, which include quoted prices for similar assets or liabilities in an active market and market-corroborated inputs; and
Level 3 –	unobservable inputs.

22

At September 30, 2008, the company carried the following financial assets and liabilities at fair value:

			Fair Value Measurements Using
(In thousands)	Sept. 30, 2008		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Cash and equivalents	$	170,085	$	170,085	$	—
Fuel and currency hedging		80,359		—		80,359
Cost investment		3,927		3,927		—
Total	$	254,371	$	174,012	$	80,359

Cash and equivalents are comprised of either bank deposits or amounts invested in money market funds, the fair value of which is based on quoted market prices. The company values fuel hedging positions by applying an observable discount rate to the current market value of identical hedge positions. The company values currency hedging positions by utilizing observable or market-corroborated inputs such as exchange rates, volatility and forward yield curves. The company trades only with counterparties that meet certain liquidity and creditworthiness standards, and believes that its fuel and currency hedging positions are recorded at fair value, including any limited counterparty risk that may exist. The fair value of the cost investment is based on quoted market prices.

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-2, “Effective Date of FASB Statement No. 157,” which delayed the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. Accordingly, effective January 1, 2008, the company partially adopted SFAS No. 157, which did not have a material impact on the company’s fair value measurements, and will defer application of SFAS No. 157 to nonfinancial assets and nonfinancial liabilities. Fair value measurements where the provisions of SFAS No. 157 have not been applied include fair value assessments used in annual impairment tests of goodwill and trademarks, in other impairment tests of nonfinancial assets and in the valuation of assets held for sale.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” which clarifies the application of SFAS No. 157 in determining the fair value of assets and liabilities for which there is no active market or the principal market for such asset or liability is not active. This FSP was effective upon issuance and did not have a material impact on the company’s Condensed Consolidated Financial Statements.

Note 14 – New Accounting Pronouncements

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” which will change the accounting for convertible debt instruments that may be settled wholly or partly with cash, such as the company’s Convertible Notes. This FSP requires convertible debt to be accounted for as two elements: a convertible debt liability recorded at a discount to reflect the value of a similar debt instrument without the conversion feature and the value of the conversion feature upon issuance recorded as capital surplus. The debt is then accreted to its face value through interest expense, thereby reflecting the market interest rate of debt. This FSP is effective retroactively for fiscal years beginning after December 15, 2008 and will be applied to both new and previously issued convertible debt instruments. The company expects the adoption of FSP APB 14-1 to increase the company’s interest expense and to lower its reported total debt prior to maturity of the Convertible Notes; however, the company is currently assessing the full impact of FSP APB 14-1 on its Condensed Consolidated Financial Statements.

23

In February 2007, the FASB issued SFAS No. 159, “Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 permits voluntary measurement of many financial assets and financial liabilities at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The company did not elect to apply the provisions of SFAS No. 159.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) expands the existing guidance related to transactions resulting in obtaining control of a business and the related recognition and measurement of assets, liabilities, contingencies, goodwill and intangible assets. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. The impact of SFAS No. 141(R) on the company’s Condensed Consolidated Financial Statements will depend on the number and size of acquisition transactions, if any, engaged in by the company.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 requires: (a) noncontrolling interests in subsidiaries to be separately presented within equity; (b) consolidated net income to be adjusted to include the net income attributable to the noncontrolling interest; (c) consolidated comprehensive income to be adjusted to include the comprehensive income attributed to the noncontrolling interest; (d) additional disclosures; and (e) a noncontrolling interest to continue to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The company is currently assessing the impact of SFAS No. 160 on its Condensed Consolidated Financial Statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.” SFAS No. 161 amends and expands the disclosure requirements for derivative instruments and hedging activities and is effective for fiscal years beginning after November 15, 2008. The company is currently assessing the impact of SFAS No. 161 on its Condensed Consolidated Financial Statements.

In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets.” This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This FSP is effective for fiscal years beginning after December 15, 2008. The company is currently assessing the impact of FSP No. FAS 142-3 on its Condensed Consolidated Financial Statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS No. 162 is effective mid-November 2008. The company does not expect the impact of SFAS No. 162 to be material to its Condensed Consolidated Financial Statements.

24

Note 15 – Subsequent Event

In late October 2008, the company committed to the relocation of its European headquarters from Belgium to Switzerland, which the company believes will optimize its long-term tax structure. The relocation has been under review with Belgian employees since April 2008, including negotiation of a social plan in accordance with Belgian legal and labor requirements. In late October 2008, the company approved a social plan, which defines the severance benefits for employees who are not eligible for relocation or who elect not to relocate. Under the social plan, affected employees will be required to continue providing service until specified termination dates to be eligible for one-time termination benefits. The relocation will affect approximately 100 employees and is expected to conclude in 2009. The relocation will not affect employees in sales offices, ports and other field offices throughout Europe. In connection with the relocation, the company expects to incur total costs of approximately $15-25 million, including approximately $8-14 million of one-time termination benefits and $7-11 million of relocation, recruiting and other costs.

25

CHIQUITA BRANDS INTERNATIONAL, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The company’s operating results for the nine months ended September 30, 2008 improved significantly compared to the year-ago period, while total operating results for third quarter of 2008 were consistent with the third quarter of 2007. The improved operating results were primarily due to higher banana pricing, stronger average European exchange rates and savings from the company’s 2007 business restructuring. Higher banana pricing also reflected constraints on volume availability in 2008. The company’s banana pricing actions and cost reduction programs have allowed it to overcome significant and continuing increases in industry and other product supply costs for purchased fruit, raw product and traded commodities, such as fuel and fertilizers. Much of the improvement in bananas has been offset by weakness in salad operations, due to slower category growth and higher product supply costs, including temporary inefficiencies as the company integrates into its network a salad processing and distribution facility acquired in late 2007. The company is focused on improving the financial performance of its salad operations principally by negotiating customer contracts, eliminating network inefficiencies, adjusting customer pricing mechanisms to pass through fuel-related cost increases and improving trade spending and merchandising.

The company’s results are subject to significant seasonal variations and interim results are not indicative of the results of operations for the full fiscal year. The company’s results during the third and fourth quarters are generally weaker than in the first half of the year due to increased availability of competing fruits and resulting lower banana prices.

In August 2008, the company sold its subsidiary, Atlanta AG (“Atlanta”), for aggregate consideration of (i) €65 million ($97 million), of which €6 million ($8 million) will be held in escrow for up to 18 months to secure any potential obligations of the company under the agreement, and (ii) contingent consideration based on future performance criteria. In connection with the sale, the company contracted with Atlanta to continue to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark for at least five years. The sale and related services agreement resulted in a $1 million net gain on the sale and a $2 million income tax benefit to continuing operations from the reversal of certain valuation allowances. Further information on the transaction, including summary financial information for these discontinued operations can be found in Note 2 to the Condensed Consolidated Financial Statements.

In September and October 2008, the company used approximately $75 million of the proceeds from the sale of Atlanta to repurchase $91 million of its Senior Notes at a discount, resulting in a net gain of $14 million, of which $10 million was recognized in the third quarter of 2008. The repurchases are expected to result in annual interest expense savings of approximately $8 million. Management believes that the company has ample liquidity and a solid capital structure. At September 30, 2008, the company had total cash of $170 million ($20 million of which was used to complete the senior note repurchase program in October) and $129 million of available borrowing capacity under its revolving credit facility. After completion of the repurchases in October 2008, the company has total debt of $780 million and debt maturities of no more than $20 million in any year until 2014. See Note 3 to the Condensed Consolidated Financial Statements for further description of the company’s debt agreements and financing activities.

The company believes that most of its products are well-positioned to withstand the risks of a global economic slowdown. Although consumer demand for certain of the company’s more premium products may be impacted, the majority of the company’s products should benefit because they are staple food items that provide both convenience and value to consumers, who may shift more towards eating at home.

26

Due to the company’s operations in Europe, the company’s results benefit when the value of the euro is strong. The company hedges an estimated 75% of its net euro cash flow exposure on a rolling 18-month basis. As of October 27, 2008, the company held average euro put option coverage for approximately 75% of its expected net euro cash flow exposure for the remainder of 2008 and 2009, and approximately one-third of its expected net exposure for 2010 at rates of $1.40, $1.39 and $1.41 per euro, respectively. The company also uses bunker fuel swaps to minimize volatility and protect against the risk of significant increases in costs for fuel used in its ocean shipping operations. Due to recent declines in fuel prices, the company expanded its fuel hedging portfolio in October 2008 in line with its hedging program guidelines. As of October 27, 2008, the company held hedge positions for approximately three-fourths of its expected bunker fuel usage for the remainder of 2008, 2009 and 2010, and approximately half of its expected usage in 2011, at average bunker fuel swap rates of $350, $353, $482, and $464 per metric ton, respectively.

In late October 2008, the company committed to relocate its European headquarters from Belgium to Switzerland, which the company believes will optimize its long-term tax structure. The relocation has been under review with Belgian employees since April 2008, including negotiation of a social plan in accordance with Belgian legal and labor requirements. In late October 2008, the company approved a social plan, which defines the severance benefits for employees that are not eligible for relocation or elect not to relocate. The relocation will affect approximately 100 employees and is expected to conclude in 2009. The relocation will not affect employees in sales offices, ports and other field offices throughout Europe. In connection with the relocation, the company expects to incur total costs of approximately $15-25 million. Of these total costs, the company expects $5-9 million to be recognized in the fourth quarter of 2008 and most of the remainder to be recognized in the first half of 2009.

Many of the above issues and additional challenges that affect the company are discussed in more detail below. For a further description of these challenges and risks, see the Overview section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part I – Item 1A – Risk Factors” in the company’s 2007 Annual Report on Form 10-K.

Operations

Net Sales

Net sales for the third quarter of 2008 were $840 million, up 7% from the third quarter of 2007. Overall, results were consistent with the year-ago period. Net sales for the nine months ended September 30, 2008 were $2.8 billion, up 6% from the year-ago period. The increases were primarily due to higher banana pricing and favorable average foreign exchange rates, partially offset by continued lower banana volumes reflecting constraints on availability.

Operating Income – Third Quarter

Operating loss was $5 million and $7 million for the third quarters of 2008 and 2007, respectively. Higher banana pricing in North America and savings from the company’s 2007 business restructuring were offset by continued weakness in the Salads and Healthy Snacks segment. Results of the salad operations declined due to sluggish demand and higher product supply costs, including temporary inefficiencies as the company integrates into its network a salad processing and distribution facility acquired in late 2007. The company has implemented programs to improve its production and distribution network efficiency while pursuing pricing mechanisms in future contracts to pass through increases in industry costs.

27

The company reports the following three business segments:

• Bananas. The Banana segment includes the sourcing (purchase and production), transportation, marketing and distribution of bananas.

• Salads and Healthy Snacks. The Salads and Healthy Snacks segment includes ready to eat, packaged salads, referred to in the industry as “value-added salads”; fresh vegetable and fruit ingredients used in foodservice; processed fruit ingredient products; and healthy snacking operations, including the company’s fresh fruit smoothie product, Just Fruit in a Bottle, sold in Europe.

• Other Produce. The Other Produce segment includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas.

Beginning in the second quarter of 2008, the company modified its reportable business segments to move Just Fruit in a Bottle to Salads and Healthy Snacks from Other Produce to realign with the company’s internal management reporting. Prior period figures have been restated to reflect this change. In addition, the company does not allocate certain corporate expenses to the reportable segments; these expenses are included in “Corporate.” The company evaluates the performance of its business segments based on operating income. Intercompany transactions between segments are eliminated. Discontinued operations were previously included in the Banana and Other Produce segments. See further information related to discontinued operations in Note 2 to the Condensed Consolidated Financial Statements.

Banana Segment. In the company’s Banana segment, operating income was $22 million and $4 million for the third quarters of 2008 and 2007, respectively.

Banana segment operating income improved due to:

• $46 million from improved pricing in North America.

• $10 million benefit from higher average European currency exchange rates.

• $9 million of higher fuel hedging gains, partly offsetting higher industry costs.

• $4 million from improved pricing in Trading markets (defined below).

• $3 million from lower brand support and innovation costs.

• $3 million from improved pricing in Asia and the Middle East as well as favorable Yen exchange rates.

These improvements were partially offset during the quarter by:

• $44 million of industry cost increases for purchased fruit, fertilizers, bunker fuel and ship charters.

• $12 million of higher production costs from owned banana production, discharging and inland transportation, net of $4 million from cost-savings programs other than the 2007 restructuring.

• $3 million of higher costs due to Hurricanes Ike and Gustav, as well as Tropical Storm Kyle.

28

The percentage changes in the company’s banana prices in 2008 compared to 2007 were as follows:

	Q3		YTD
North America 1	33	%	29	%
Core European Markets 2
U.S. Dollar basis 3	11	%	21	%
Local Currency	0	%	6	%
Asia Pacific and the Middle East 4
U.S. Dollar basis	11	%	13	%
Trading Markets 5
U.S. Dollar basis	22	%	28	%

The company’s banana sales volumes (in 40-pound box equivalents) were as follows:

(In millions, except percentages)	Q3 2008	Q3 2007	% Change		YTD 2008	YTD 2007	% Change
North America 6	15.3	15.2	1	%	46.6	46.6	0	%
Core European Markets 2	11.6	12.4	(6	)%	36.8	40.8	(10	)%
Asia and the Middle East 4	5.7	5.0	14	%	16.6	14.3	16	%
Trading Markets 5	1.5	1.7	(12	)%	4.1	6.5	(37	)%
Total	34.1	34.3	(1	)%	104.1	108.2	(4	)%

¹ North America pricing includes fuel-related and other surcharges.

² The company’s “core” European markets include the 27 member states of the European Union, Switzerland, Norway and Iceland. Prior period figures include reclassifications for comparative purposes.

³ Prices on a U.S. dollar basis do not include the impact of hedging.

⁴ The company primarily operates through joint ventures in these regions, and most business is invoiced in U.S. dollars.

⁵ The company’s Trading markets are mainly European and Mediterranean countries that do not belong to the European Union. Prior period figures include reclassifications for comparative purposes.

⁶ Total volume sold includes all banana varieties, such as Chiquita-to-Go, Chiquita minis, organic bananas and plantains. Prior period figures have been adjusted for comparative purposes.

The average spot and hedged euro exchange rates were as follows:

(Dollars per euro)	Q3 2008		Q3 2007		% Change		YTD 2008		YTD 2007		% Change
Euro average exchange rate, spot	$	1.51	$	1.36	11	%	$	1.52	$	1.34	13	%
Euro average exchange rate, hedged		1.49		1.33	12	%		1.49		1.30	15	%

The company has entered into put option contracts and collars to hedge its risks associated with euro exchange rate movements. Put options require an upfront premium payment. These put options can reduce the negative earnings and cash flow impact on the company of a significant future decline in the value of the euro, without limiting the benefit the company would receive from a stronger euro. Through 2008, the company also utilized collars, which include call options that reduced the company’s net option premium expense but could limit the benefit received from a stronger euro. Foreign currency hedging

29

costs charged to the Condensed Consolidated Statements of Income were $2 million and $3 million for the third quarters of 2008 and 2007, respectively. In order to minimize the volatility that changes in fuel prices could have on its operating results, the company also enters into forward contracts for bunker fuel used in its core shipping operations. See Note 9 to the Condensed Consolidated Financial Statements for further information on the company’s hedging instruments.

Salads and Healthy Snacks Segment. In the company’s Salads and Healthy Snacks segment, operating loss was $8 million for the third quarter of 2008 compared to operating income of $7 million for the third quarter of 2007. In order to improve the profitability of the segment, the company has initiated a series of short and mid-term action plans. The company has already modified pricing to recover fuel-related cost increases and is making progress on its other strategies to improve profitability by eliminating temporary network inefficiencies, negotiating customer contracts and improving trade spending and merchandising. The company’s goodwill and intangible assets are primarily a result of the 2005 acquisition of Fresh Express. As such, the operating results of the salads business are relevant to the annual fourth quarter impairment testing of goodwill and intangible assets, and the extent to which the company is able to improve the operating results of the salads business will affect the recoverability of these assets.

Salads and Healthy Snacks segment operating results declined due to:

• $10 million of increased production and transportation costs primarily related to temporary network inefficiencies during the consolidation of processing and distribution centers, net of $4 million of cost savings in North American salad operations.

• $9 million of higher industry costs due to increases primarily in fuel and raw product costs in North American salad operations.

• $5 million of higher costs driven by product mix, including the expansion of single-serve Gourmet Café salads and growth in more value-added healthy snacking products.

• $3 million of lower volume in retail value-added salads and foodservice, due principally to the termination of contracts that were not sufficiently profitable in a rising cost environment.

These items were offset in part by:

• $14 million due to higher pricing including fuel surcharges in retail salads and foodservice, net of a $3 million cumulative accounting adjustment for the amortization of prepaid customer incentives.

Other Produce Segment. Operating income was breakeven for the third quarter of 2008, compared to an operating loss of $5 million for the third quarter of 2007. The improvement in operating performance was driven by the absence of $4 million of charges to exit the company’s Chilean operations.

Corporate. The company’s corporate expenses were $18 million and $13 million for the third quarters of 2008 and 2007, respectively. The increase was primarily due to higher incentive compensation accruals and legal fees.

Other Income. During the third quarter of 2008, the company recognized $10 million of a total $14 million gain from its September and October repurchases of Senior Notes with proceeds from the sale of Atlanta.

30

Operating Income – Year-to-Date

Operating income was $124 million and $41 million for the nine months ended September 30, 2008 and 2007, respectively. Despite an extraordinary level of cost increases, the year-to-date operating results improved year-over-year due to higher banana pricing in each of the company’s markets, higher average European exchange rates and savings from the company’s 2007 business restructuring. The positive banana results were partially offset by weakness in salad operations and increased investment in innovation.

Banana Segment. In the company’s Banana segment, operating income was $171 million and $80 million for the nine months ended September 30, 2008 and 2007, respectively.

Year-to-date Banana segment operating results improved due to:

• $119 million from improved revenue in North America.

• $68 million benefit from higher average European currency exchange rates.

• $41 million from improved local banana pricing in core European markets.

• $24 million of higher fuel hedging gains, partly offsetting higher industry costs.

• $17 million from improved pricing in Trading markets.

• $11 million of lower brand support and innovation costs, primarily in North America.

These improvements were partially offset during the period by:

• $122 million of industry cost increases for purchased fruit, fertilizers, bunker fuel and ship charters.

• $46 million of higher production costs from owned banana production, discharging and inland transportation, net of $11 million from cost-savings programs other than the 2007 restructuring.

• $20 million from lower volume, primarily in the company’s core European markets.

• $3 million of higher costs due to hurricanes Ike and Gustav, as well as Tropical Storm Kyle.

Information on the company’s banana pricing and volume for the nine months ended September 30, 2008 and 2007 is included in the Operating Income– Third Quarter section above.

Foreign currency hedging costs charged to the Condensed Consolidated Statements of Income were $13 million and $16 million for the nine months ended September 30, 2008 and 2007, respectively. Information on average spot and hedged euro exchange rates is included in the Operating Income – Third Quarter section above.

31

Salads and Healthy Snacks Segment. The company’s Salads and Healthy Snacks segment incurred an operating loss of $11 million for the nine months ended September 30, 2008 compared to operating income of $15 million for the nine months ended September 30, 2007. In order to improve the profitability of the segment, the company has initiated a series of short and mid-term action plans. The company has already modified pricing to recover fuel-related cost increases and is making progress on its other strategies to improve profitability by eliminating temporary network inefficiencies, negotiating customer contracts and improving trade spending and merchandising.

Year-to-date Salads and Healthy Snacks segment operating results declined due to:

• $23 million of higher industry costs due to increases in fuel and raw product costs in North American salad operations.

• $17 million of increased production and transportation costs primarily related to temporary network inefficiencies during the consolidation of processing and distribution centers, net of $18 million of cost savings in North American salad operations.

• $10 million of higher costs driven by product mix, including the expansion of single-serve Gourmet Café salads and growth in more value-added healthy snacking products.

• $7 million of incremental investment during the year in the continued successful geographic expansion of the Just Fruit in a Bottle line of products, which is now in six countries in Europe.

• $2 million of increased sourcing costs associated with the industry-wide FDA recall of tomatoes.

These items were offset in part by:

• $22 million due to higher pricing and volume in retail value-added salads and higher pricing in foodservice including increased fuel surcharge revenues to offset higher costs, net of a $3 million cumulative adjustment to deferred customer incentives.

• $6 million less in costs from a freeze that affected lettuce sourcing a year ago, which did not recur.

• $4 million of lower selling, general and administrative expenses in North American salad operations as a result of the 2007 restructuring.

• $2 million of E. Coli research funding in 2007, which did not repeat.

Other Produce Segment. In the Other Produce segment, net sales were $196 million and $296 million for the nine months ended September 30, 2008 and 2007, respectively. The decrease in net sales was due to the elimination of third-party sales in Chile and of lower-margin sales of Mexican vegetables. In the Other Produce segment, the operating income was $8 million for the nine months ended September 30, 2008 compared to an operating loss of $5 million for the nine months ended September 30, 2007. The improvement in operating performance was driven by the absence of $10 million of charges to exit the company’s Chilean operations and the elimination of lower-margin sales of Mexican vegetables in 2007.

Corporate. The company’s corporate expenses were $45 million and $48 million for the nine months ended September 30, 2008 and 2007, respectively. The improvements were primarily due to savings from the 2007 restructuring plan and the absence of a $3 million charge in 2007 related to a settlement of U.S. antitrust litigation, which was partly offset by higher incentive compensation accruals and higher legal fees.

Other Income. During the third quarter of 2008, the company recognized $10 million of a total $14 million gain from its September and October repurchases of Senior Notes with proceeds from the sale of Atlanta. During the second quarter of 2008, the company recognized $9 million of other income, $6 million net of income tax, from the resolution of claims and the receipt of refunds of certain non-income taxes paid between 1980 and 1990 in Italy.

32

Interest and Taxes. Interest expense was $17 million and $20 million for the third quarters of 2008 and 2007, respectively, and $60 million and $67 million for the nine months ended September 30, 2008 and 2007, respectively. Interest expense includes $9 million in the first quarter of 2008 for the write-off of deferred financing fees as a result of refinancing the company’s credit facility and $2 million in the second quarter of 2007 for the write-off of deferred financing fees resulting from the sale of the company’s shipping fleet and subsequent repayment of debt. Interest expense decreased despite these write-offs, due to lower borrowings in the quarter and the nine months ended September 30, 2008 compared to 2007, lower average LIBOR applicable to the company’s revolving credit facility and the replacement of a portion of term loan borrowings with the 4.25% Convertible Notes. Additionally, repurchases of the company’s Senior Notes in September and October 2008 are expected to result in annual interest expense savings of approximately $8 million.

FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” is effective for fiscal years beginning after December 15, 2008 and will impact the accounting for the company’s Convertible Notes. The retrospective application of FSP No. APB 14-1 will result in a non-cash increase in interest expense. See Note 14 to the Condensed Consolidated Financial Statements for further description of the expected impact of FSP No. APB 14-1.

The company’s effective tax rate varies from period to period due to the level and mix of income generated in its various domestic and foreign jurisdictions. The company currently does not generate U.S. federal taxable income. The company’s taxable earnings are substantially from foreign operations being taxed in jurisdictions at a net effective rate lower than the U.S. statutory rate. No U.S. taxes have been accrued on foreign earnings because such earnings have been or are expected to be permanently invested in foreign operating assets.

Income taxes were a benefit of $4 million in the third quarter of 2008 primarily due to the resolution of tax contingencies, the reversal of tax accruals as a result of government rulings and the release of valuation allowances in connection with the sale of Atlanta. This compares to income tax expense of $2 million for the third quarter of 2007. Income tax expense was $2 million and $6 million for the nine months ended September 2008 and 2007, respectively.

Financial Condition – Liquidity and Capital Resources

The company believes that its cash level, cash flow generated by operating subsidiaries and borrowing capacity will provide sufficient cash reserves and liquidity to fund the company’s working capital needs, capital expenditures and debt service requirements. The company is in compliance with the financial covenants of its credit facility and expects to remain in compliance.

In 2008, the company has strengthened its balance sheet and liquidity position through the successful refinancing of its credit facility with a new credit facility that contains substantially more flexible covenants and through its repurchases of Senior Notes, summarized as follows:

• In September and October 2008, the company used approximately $75 million of the proceeds from the sale of Atlanta to repurchase $91 million of its Senior Notes at a discount, resulting in a net gain of $14 million, of which $10 million was recognized in the third quarter of 2008. The repurchases are expected to result in annual interest expense savings of approximately $8 million.

33

• On March 31, 2008, the company and Chiquita Brands L.L.C. (“CBL”), its main operating subsidiary, entered into a six-year, $350 million senior secured credit facility (“Credit Facility”) with a syndicate of highly-rated banks, including Coöperatieve Centrale Raiffeisen-Boerlenleenbank B.A., New York Branch (“Rabobank”), as administrative agent and lead arranger, and with Wells Fargo Bank N.A. (“Wells Fargo”) as the syndication agent. Rabobank and Wells Fargo are both rated AAA by Standard and Poors and Aaa by Moody’s. The Credit Facility consists of a $200 million senior secured term loan (the “Term Loan”) and a $150 million senior secured revolving credit facility (the “Revolver”). The Credit Facility replaced the remaining portions of the company’s previous credit facility (“CBL Facility”) and contains financial maintenance covenants that provide substantially greater flexibility than those in the previous CBL Facility; it contains two financial maintenance covenants, an operating company leverage covenant of 3.50x and a fixed charge covenant of 1.15x, for the life of the facility. As of October 31, 2008, the variable interest rate on the Term Loan was LIBOR plus a margin of 3.75%.

• On February 12, 2008, the company issued $200 million of 4.25% convertible senior notes due 2016 (“Convertible Notes”). The Convertible Notes provided approximately $194 million in net proceeds, which were used to repay debt. The full principal amount of the Convertible Notes matures August 15, 2016.

At September 30, 2008, no borrowings were outstanding under the Revolver and $21 million of credit availability was used to support issued letters of credit, leaving $129 million of availability under the Revolver. The company has debt maturities of no more than $20 million in any year until 2014. See further information about the company’s debt in Note 3 to the Condensed Consolidated Financial Statements.

As more fully described in Note 5 to the Condensed Consolidated Financial Statements, the company may be required to issue additional letters of credit in connection with its appeal of certain claims of Italian customs authorities, although the company does not expect to be required to issue letters of credit in excess of $10 million for such appeals during the next year. Such letters of credit, if required, would be issued under the Revolver, which contains a $100 million sublimit for letters of credit, subject to a $50 million sublimit for non-U.S. currency letters of credit.

At September 30, 2008, the fair value of the company’s foreign currency options and the bunker fuel swaps was $21 million and $59 million, respectively. The company trades only with counterparties that meet certain liquidity and creditworthiness standards, and believes that its fuel and currency hedging positions are recorded at fair value, including any limited counterparty risk that may exist. A 10% increase in the euro currency rates would result in a decline in fair value of the foreign currency options of approximately $17 million and $27 million at September 30, 2008 and December 31, 2007, respectively. However, the company expects that any loss on these contracts would be more than offset by an increase in the dollar realization of the underlying sales denominated in foreign currencies. A 10% decrease in bunker fuel rates would result in a decline in fair value of the bunker fuel swaps of approximately $19 million and $20 million at September 30, 2008 and December 31, 2007, respectively. Between September 30, 2008 and October 27, 2008, the euro currency rate decreased approximately 15% and bunker fuel rates decreased approximately 40%.

The company’s balance of cash and cash equivalents was $170 million, $61 million and $119 million at September 30, 2008, December 31, 2007 and September 30, 2007, respectively. The company used $20 million in October 2008 to complete its program to repurchase Senior Notes, as described above. Cash and cash equivalents are comprised of either bank deposits or amounts invested in money market funds. The increase in cash from December 31, 2007 resulted primarily from operating income and proceeds from the sale of Atlanta.

34

Operating cash flow was $46 million and $63 million for the nine months ended September 30, 2008 and 2007, respectively. Operating cash flow for the nine months decreased from the year-ago period despite significantly improved operating performance as a result of changes in working capital. Working capital changes included increases in receivables from higher North American banana pricing, slower collections in Europe and external sales to Atlanta; an increase in inventory from an increased amount of bananas in-transit, higher purchased fruit, paper and commodity costs; and decreases in accounts payable.

Capital expenditures were $32 million and $33 million for the nine months ended September 30, 2008 and 2007, respectively.

The company has not made dividend payments since 2006, and any future dividends would require approval by the board of directors. Under the Credit Facility, CBL may distribute cash to CBII, the parent company, for routine CBII operating expenses, interest payments on CBII’s 7 ¹/2% and 8 ⁷/8% Senior Notes, the Convertible Notes and payment of certain other specified CBII liabilities. At September 30, 2008, distributions to CBII, other than for normal overhead expenses, interest on the 7 ¹ /2% and 8 ⁷/8% Senior Notes and interest on the Convertible Notes, were limited to approximately $100 million annually.

Recent Global Economic and Credit Market Conditions

Management believes that most of the company’s products are well-positioned to withstand the risks of the current global economic slowdown. In fact, the majority of the company’s products are expected to benefit because they are staple food items that provide both convenience and value to consumers, who may shift more toward eating at home. However, the company may experience lower consumer demand and resistance to price increases, particularly for some premium products, including certain value-added salad blends as well as bananas sold at a significant competitive price premium in core European markets. In addition, loss of consumer purchasing power or credit availability may reduce demand for bananas in certain Trading markets, which could negatively affect pricing.

Management also believes that the company has ample liquidity and a solid capital structure. At September 30, 2008, the company had total cash of $170 million ($20 million of which was used to complete the Senior Note repurchase program in October) and $129 million of available borrowing capacity under its revolving credit facility, which provides significant financial covenant flexibility and is placed with a syndicate of highly rated commercial banks. After completion of the Senior Note repurchase program, the company has total debt of $780 million and debt maturities of no more than $20 million in any year until 2014. See Note 3 to the Condensed Consolidated Financial Statements for further description of the company’s debt agreements and financing activities.

The company uses put options to hedge its risk to a decline in the U.S. dollar value of its estimated net euro cash flow exposure, since there can be no assurance that local euro pricing will increase sufficiently to offset euro currency weakness. As of October 27, 2008, the company held average euro put option coverage for approximately 75% of its expected net euro cash flow exposure for the remainder of 2008 and 2009, and approximately one-third of its expected net exposure for 2010, at rates of $1.40, $1.39 and $1.41 per euro, respectively. The company also uses bunker fuel swaps to minimize volatility and protect against the risk of significant increases in costs for fuel used in its ocean shipping operations. The company also uses bunker fuel swaps to minimize volatility and protect against the risk of significant increases in costs for fuel used in its ocean shipping operations. Due to recent declines in fuel prices, the company expanded its fuel hedging portfolio in October 2008 in line with its hedging program guidelines. As of October 27, 2008, the company held hedge positions for approximately three-fourths of its expected bunker fuel usage for the remainder of 2008, 2009 and 2010, and approximately half of its expected usage in 2011, at average bunker fuel swap rates of $350, $353, $482, and $464 per metric ton, respectively.

35

Critical Accounting Policies and Estimates

There have been no material changes to the company’s critical accounting policies and estimates described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Annual Report on Form 10-K for the year ended December 31, 2007, except as described in Note 13 to the Condensed Consolidated Financial Statements, which describes the company’s accounting policy for measuring fair value, as a result of the adoption of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements.”

New Accounting Pronouncements

See Notes 13 and 14 to the Condensed Consolidated Financial Statements for information on the new accounting pronouncements relevant to the company.

Risks of International Operations

The company conducts operations in many foreign countries, and the company’s foreign operations are subject to a variety of risks inherent in doing business abroad.

In 2001, the European Commission (“EC”) amended the quota and licensing regime for the importation of bananas into the EU. In connection with this amendment, it was agreed that the EU banana tariff rate quota system would be followed by a tariff-only system no later than 2006. In order to remain consistent with World Trade Organization (“WTO”) principles, any new EU banana tariff was required under a 2001 WTO decision to “result in at least maintaining total market access” for Latin American suppliers.

In January 2006, the EC implemented the new regime. The new regime eliminated the quota that was previously applicable and imposed a higher tariff on bananas imported from Latin America, while imports from African, Caribbean and Pacific (“ACP”) sources were assessed zero tariff on the first 775,000 metric tons. In January 2008, the 775,000 metric ton ACP quota was eliminated, enabling unlimited quantities of ACP bananas to enter the EU tariff-free.

The new regime increased the tariff to €176 per metric ton from €75 per metric ton, which equates to a cost increase of approximately €1.84 per box for bananas imported by the company into the EU from Latin America, Chiquita’s primary source of bananas. As a result, in 2006 the company incurred approximately $75 million more in higher tariff-related costs compared to 2005, consisting of approximately $115 million in incremental tariff costs minus approximately $40 million in lower costs to purchase banana import licenses, which are no longer required. The total tariff cost impact in euros has remained similar in subsequent years, and neither the company nor the industry has been able to pass on these tariff-cost increases to customers or consumers. The overall negative impact of the new regime on the company has been and is expected to remain substantial, despite the company’s ability to maintain its price premium in the European market.

Several countries have taken steps to challenge this regime as noncompliant with the EU’s WTO obligations not to discriminate against, or raise restrictions on, bananas from Latin America. Between February and June 2007, four separate legal proceedings were filed in the WTO. Ecuador, Colombia, Panama, the United States, Nicaragua, Brazil and others are now parties to, or formally supporting, one or more of the proceedings. In December 2007, the WTO upheld the complaint by Ecuador and ruled that the EU’s banana importing practices violate international trade rules. In February 2008, the WTO upheld a comparable complaint by the United States. Both decisions were appealed by the EC in August 2008. Final decisions are expected no earlier than late 2008.

36

WTO negotiations regarding potential tariff reductions are underway among some of the parties to the trade dispute. In July 2008, the EC reached a tentative agreement to reduce the tariff to €114 per metric ton over 8 years. When the Doha Round of global trade talks collapsed, the EU declined to finalize that agreement. There can be no assurance that any of these WTO proceedings or negotiations will result in changes to the EU regime, or that any resulting changes will favorably impact the company’s results.

The company has international operations in many foreign countries, including those in Latin America, the Philippines and Africa. The company’s activities are subject to risks inherent in operating in these countries, including government regulation, currency restrictions and other restraints, burdensome taxes, risks of expropriation, threats to employees, political instability, terrorist activities, including extortion, and risks of U.S. and foreign governmental action in relation to the company. Should such circumstances occur, the company might need to curtail, cease or alter its activities in a particular region or country. In addition, as a result of such matters, the company may be subject from time to time to investigations, fines and legal proceedings. Regardless of the outcomes, the legal fees and other costs incurred in defense of such matters may be significant. See Note 5 to the Condensed Consolidated Financial Statements for a further description of certain matters which could have an impact on the company’s consolidated financial statements.

* * * * *

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 customary risks experienced by global food companies, such as prices for commodity and other inputs, food safety, currency exchange rate fluctuations, government regulations, industry and competitive conditions, labor relations, taxes, political instability and terrorism; changes in the competitive environment following the 2006 conversion to a tariff-only banana import regime in the European Union; unusual weather conditions and crop risks; access to and cost of financing; the company’s ability to achieve the cost savings and other benefits anticipated from its 2007 restructuring; any negative operating or other unexpected impacts from the relocation of the company’s European headquarters to Switzerland; product recalls and other events affecting the industry and consumer confidence in company products; and the outcome of pending claims and governmental investigations involving the company, and the legal fees and other costs incurred in connection with them.

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 – Financial Instruments” in the company’s 2007 Annual Report on Form 10-K. As of September 30, 2008, the only material changes from the information presented in the Form 10-K are provided below.

A hypothetical 10% increase in the euro currency rates would result in a decline in fair value of the foreign currency options of approximately $17 million and $27 million at September 30, 2008 and December 31, 2007, respectively. However, the company expects that any loss on these contracts would be more than offset by an increase in the dollar realization of the underlying sales denominated in foreign currencies. A hypothetical 10% decrease in bunker fuel rates would result in a decline in fair value of the bunker fuel swaps of approximately $19 million and $20 million at September 30, 2008 and December 31, 2007, respectively. Between September 30, 2008 and October 27, 2008, the euro currency rate decreased approximately 15% and bunker fuel rates decreased approximately 40%.

37

The company’s debt structure has changed significantly as described in Note 3 to the Condensed Consolidated Financial Statements and in “Item 2 – Financial Condition—Liquidity and Capital Resources” above. Chiquita’s interest rate risk relates to its fixed and variable rate debt. After completion of the senior note repurchase program in October 2008, total debt was $780 million, of which approximately 76% had fixed interest rates. This compared to total debt of $803 million at December 31, 2007, of which approximately 60% had fixed interest rates. An adverse change in fair value of the company’s fixed-rate debt from a hypothetical decline in interest rates of 0.5% would have been approximately $15 million and $12 million at September 30, 2008 and December 31, 2007, respectively, although such a change would not affect the carrying value of the company’s debt on the Condensed Consolidated Financial Statements. The company had approximately $195 million and $336 million of variable-rate debt at September 30, 2008 and December 31, 2007, respectively, which did not change after the completion of the senior note repurchase program in October 2008. A change in interest rates of 1% would result in a change to annual interest expense of approximately $2 million and $3 million, respectively.

Item 4—Controls and Procedures

Evaluation of disclosure controls and procedures

The company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic filings with the SEC is (a) accumulated and communicated to the company’s management in a timely manner and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of September 30, 2008, an evaluation was carried out by management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, the company’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of that date.

Changes in internal control over financial reporting

The company also maintains a system of internal accounting controls, which includes internal control over financial reporting, that is designed to provide reasonable assurance that the company’s financial records can be relied on for preparation of its consolidated financial statements in accordance with generally accepted accounting principles and that its assets are safeguarded against loss from unauthorized use or disposition. An evaluation was carried out by management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, of the company’s internal control over financial reporting. Based upon that evaluation, management concluded that during the quarter ended September 30, 2008, there were no changes in the company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

38

PART II—Other Information

Item 1—Legal Proceedings

The information in the second through eighth paragraphs, captioned “Colombia Related Matters,” of Note 5 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q is hereby incorporated by reference into this Item.

The information in the paragraphs captioned “Competition Law Proceedings” in Note 5 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q is hereby incorporated by reference into this Item.

Reference is made to the discussion under “Part 1, Item 3 – Legal Proceedings – Personal Injury Cases” in the company’s Annual Report on Form 10-K for the year ended December 31, 2007 regarding the purported DBCP class action in Hawaii State Court. Chiquita has been dismissed as a defendant from this case.

Regardless of their outcomes, the company has paid, and will likely continue to incur significant legal and other fees to defend itself in the proceedings described in “Part 1, Item 3 – Legal Proceedings – Personal Injury Cases” in the company’s Annual Report on Form 10-K for the year ended December 31, 2007, and in Note 5 herein, which may have a significant impact on the company’s financial statements. The company maintains general liability insurance policies that should provide coverage for the types of costs involved in defending the tort lawsuits described in the third and fourth paragraphs of Note 5, but its primary insurers have to date not paid such costs. Several primary general liability insurers have disputed their obligation to do so in whole or in part. One primary insurer has not yet taken a position on this question, and one is insolvent. On September 23, 2008, the company filed suit in the Common Pleas Court of Hamilton County, Ohio against three of the company’s primary general liability insurers seeking (i) a declaratory judgment with respect to the insurers’ obligation to reimburse the company for defense costs that it has incurred (and will incur) in connection with the defense of the tort claims described above; and (ii) an award of damages for the insurers’ breach of their contractual obligation to reimburse the company for such costs. See Chiquita Brands International, Inc. v. Federal Insurance Co., American Motorists Insurance Co., and Lumbermens Mutual Casualty Co., Case No. A0808934 (Ohio Ct. C.P. (Hamilton County), filed Sept. 23, 2008). There can be no assurance that any claims under the applicable policies will result in insurance recoveries.

Item 1A—Risk Factors

The following risk factor included in the company’s 2007 Form 10-K is updated in the section of this report indicated below:

Risk Factor (from 10-K)	Location of Update in this 10-Q
Increased tariff costs and competition in the European banana market resulting from changes in the EU banana import regime implemented in 2006 has adversely affected our European business and our operating results and will continue to do so.	Management’s Discussion and Analysis of Financial Condition and Results of Operations – Risks of International Operations.

39

Item 6—Exhibits

Exhibit 10.1 – Chiquita Brands International, Inc. Chiquita Stock and Incentive Plan, conformed to include amendments through September 1, 2008.

Exhibit 10.2 – Form of Amendment to Restricted Stock Award and Agreement, including executive officers, approved on September 1, 2008, applicable to grantees who may attain “Retirement” prior to issuance of the shares.

Exhibit 10.3 – Form of Amendment to Restricted Stock Award and Agreement, including executive officers, approved on September 1, 2008, applicable to grantees who will not attain “retirement” prior to issuance of the shares.

† Exhibit 10.4 – International Banana Purchase Agreement F.O.B. (Port of Loading) dated January 25, 2008 between Chiquita International Limited and Banana International Corporation, an affiliate of C.I. Banacol, S.A., English translation of original document, which is in Spanish, conformed to include amendments through July 14, 2008.

Exhibit 31.1 – Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit 31.2 – Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit 32 – Section 1350 Certifications

† Portions of this Exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions have been filed with the Commission.

40

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/ Brian D. Donnan
	Brian D. Donnan
	Vice President and Controller
	(Chief Accounting Officer)

October 31, 2008

41

EX-10.1

Exhibit 10.1

CHIQUITA STOCK AND INCENTIVE PLAN

(Adopted March 19, 2002, as amended through September 1, 2008)

CHIQUITA STOCK AND INCENTIVE PLAN

TABLE OF CONTENTS

I.	PURPOSE		1
II.	DEFINITIONS		1
III.	ADMINISTRATION		7
	3.1	The Committee	7
	3.2	Powers of the Committee	7
	3.3	Guidelines	8
	3.4	Delegation of Authority	8
	3.5	Decisions Final	8
	3.6	Award Agreements	8
IV.	SHARES SUBJECT TO PLAN		8
	4.1	Shares Available for Issuance of Awards	8
	4.2	Maximum Awards Per Participant	9
	4.3	Re-Use of Shares	9
	4.4	Adjustment Provisions	9
V.	CHANGE IN CONTROL; MERGER, CONSOLIDATION, ETC.		10
	5.1	Effect of Change in Control On Outstanding Awards	10
	5.2	Separation from Service After Change in Control	10
	5.3	Merger, Consolidation, Etc.	10
	5.4	Applicability of Section V	11
VI.	EFFECTIVE DATE AND DURATION OF PLAN		11
	6.1	Effective Date	11
	6.2	Duration of Plan	11
VII.	STOCK OPTIONS		12
	7.1	Grants	12
	7.2	Terms of Options	12
	7.3	Incentive Stock Options	13
	7.4	Replacement Options	13

-i-

VIII.	RESTRICTED AND UNRESTRICTED STOCK AWARDS		14
	8.1	Grants of Restricted Stock Awards	14
	8.2	Terms and Conditions of Restricted Awards	15
	8.3	Unrestricted Stock Awards	16
IX.	PERFORMANCE AWARDS		16
	9.1	Performance Awards	16
	9.2	Terms and Conditions of Performance Awards	16
X.	STOCK APPRECIATION RIGHTS		17
	10.1	Stock Appreciation Rights	17
	10.2	Terms and Conditions of Stock Appreciation Rights	18
XI.	TERMINATION OF AWARDS		18
	11.1	Termination of Awards to Employees and Directors	18
	11.2	Awards to Advisors	19
	11.3	Acceleration of Vesting Upon Termination	19
	11.4	Repricing, Exchange and Repurchase of Awards	20
XII.	TERMINATION OR AMENDMENT OF THIS PLAN		20
	12.1	Termination or Amendment	20
XIII.	GENERAL PROVISIONS		21
	13.1	No Right to Continued Employment	21
	13.2	Awards to Persons Outside the United States	21
	13.3	Non-Transferability of Awards	21
	13.4	Other Plans	21
	13.5	Unfunded Plan	22
	13.6	Withholding of Taxes	22
	13.7	Reimbursement of Taxes	22
	13.8	Governing Law	22
	13.9	Liability	22
	13.10	Successors	23
	13.11	Transactions Involving Common Stock	23
	13.12	Exemption from, or Compliance with, Section 409A	23

-ii-

SUPPLEMENT A TO PLAN
A-1. GENERAL			24
A-2. BONUS AWARDS			24
	A-2.1	Designation	24
	A-2.2	Award Limit	24
	A-2.3	Performance Goals	24
	A-2.4	Attainment of Performance Goals	25
	A-2.5	Exceptions to Performance Goal Requirement	25
A-3. DISTRIBUTIONS			25
A-4. OPERATION AND ADMINISTRATION			25
	A-4.1	Effective Date	25
	A-4.2	Benefits May Not Be Assigned	25
	A-4.3	Benefits Under Other Plans	26
A-5. COMMITTEE			26
A-6. AMENDMENT AND TERMINATION			26
A-7. DEFINED TERMS			26
SUPPLEMENT B TO PLAN
B-1. GENERAL			28
B-2. LONG-TERM INCENTIVE AWARDS			28
	B-2.1	Designation	28
	B-2.2	Award Limit	28
	B-2.3	Performance Goals	28
	B-2.4	Attainment of Performance Goals	29
	B-2.5	Exceptions to Performance Goal Requirement	29
B-3. DISTRIBUTIONS			29
B-4. OPERATION AND ADMINISTRATION			30
	B-4.1	Effective Date	30
	B-4.2	Benefits May Not Be Assigned	30
	B-4.3	Benefits Under Other Plans	30

-iii-

B-5. COMMITTEE	30
B-6. AMENDMENT AND TERMINATION	30
B-7. DEFINED TERMS	31

-iv-

CHIQUITA STOCK AND INCENTIVE PLAN

SECTION I.

PURPOSE

The purpose of the Chiquita Stock 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, Performance Award, or Stock Appreciation Right 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.

1

2.7 “Cause” means, unless otherwise defined in an Award Agreement or a severance agreement in effect between a Participant and the Company (in which case such definition shall govern), a Participant’s engaging in any of the following acts:

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

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

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

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

(v) any serious violation of a policy of the Company or a Subsidiary that is materially damaging to the interests of the Company or Subsidiary.

2.8 “Change in 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

2

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, and the regulations and rulings thereunder. References to any particular section of the Code include references to 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, and any successor security.

2.12 “Company” means Chiquita Brands International, Inc.

2.13 “Designated Payment Date” has the meaning set forth in Section 8.2(a).

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 (i) a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code as determined by the Committee in good faith upon receipt of medical advice from one or more individuals, selected by the Committee, who are qualified to give professional medical advice, or (ii) in the case of an Employee, a disability that qualifies as a long-term disability under the Company’s or a Subsidiary’s Long Term Disability insurance, or (iii) any other definition of disability set forth in an Award Agreement.

2.16 “Effective Date” means March 19, 2002.

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 military leave, sick leave, or other bona fide

3

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.

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, the closing price of a Share on a specified date 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. If the Shares are not traded on a national securities exchange or other market system, Fair Market Value shall be determined by the Committee in accordance with Section 409A of the Code.

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 and SARs 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.

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.

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 “Performance-Based Compensation” means compensation intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code and the Treasury Regulations thereunder.

4

2.30 “Performance Measures” means any one or more of the following, as selected by the Committee and applied to the Company as a whole or individual units thereof, and measured either absolutely or relative to a designated group of comparable companies: (i) earnings before interest, taxes, depreciation, and amortization (“EBITDA”); (ii) appreciation in the Fair Market Value, book value or other measure of value of the Common Stock; (iii) cash flow; (iv) earnings (including, without limitation, earnings per share); (v) return on equity; (vi) return on investment; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) revenue; (xi) income (including, without limitation, net income); (xii) operating income (including, without limitation, net operating income); (xiii) operating profit (including, without limitation, net operating profit); (xiv) operating margin; (xv) return on operating revenue; and (xvi) market share.

2.31 “Reference Price” with respect to a SAR means a dollar amount determined by the Committee at the time of Grant.

2.32 “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.

2.33 “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.

2.34 “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.

2.35 “Retirement” means an Employee’s or Director’s Separation from Service (in each case other than by reason of death or Disability or for Cause) on or after (i) attainment of age 65 or (ii) attainment of age 55 with 10 years of employment with, or service on the Board of, the Company or a Subsidiary.

2.36 “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.

2.37 “Separation from Service” or “Separates from Service” has the meaning ascribed to such term in Section 409A of the Code.

2.38 “Share” means one share of the Company’s Common Stock.

2.39 “Short-term Deferral Deadline” means the last day on which a payment or the delivery of Shares would qualify as a short-term deferral under Treasury Regulation § 1.409A-1(b)(4). A payment or delivery of Shares that occurs no later of the 15th day of the third month following the Participant’s first taxable year in which an Award is no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of

5

the Code) or the 15th day of the third month following the end of the Company’s first taxable year in which an Award is no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code) generally qualifies as a short-term deferral.

2.40 “Specified Employee Delayed Payment Date” has the meaning set forth in Section 8.2(a).

2.41 “Stock Appreciation Right” or “SAR” means the right to receive, for each unit of the SAR, an amount of cash, a number of Shares or a combination thereof equal in value to, the excess of the Fair Market Value of one Share on the date of exercise of the SAR over the Reference Price of the SAR.

2.42 “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.

2.43 “Subsidiary” means, with respect to grants of Awards (other than Incentive Stock Options), any entity directly or indirectly controlled by the Company or any entity, including an acquired entity, in which the Company has a controlling interest (as defined in Treasury Regulation § 1.409A-1(b)(5)(iii)), as determined by the Committee, in its sole discretion, provided such entity is considered a service recipient (within the meaning of Section 409A) that may be aggregated with the Company.

With respect to grants of Incentive Stock Options, the term “Subsidiary” means any corporation and any other entity considered a subsidiary as defined in Section 424(f) of the Code.

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

2.45 “Unrestricted Stock Award” means an Award granted pursuant to Section 8.3.

2.46 “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 Separation from Service pursuant to the provisions of Section XI. 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 Separation from Service will not Vest (unless otherwise determined by the Committee or specifically provided by such terms) solely as a result of a Change of Control (even if the terms of such Award contain Passage of Time Criteria in addition to, in combination with, or as an alternative to such

6

Other Criteria), unless such Vesting is provided for in a separate agreement between the holder of the Award and the Company; provided, however, that such Awards shall be eligible for vesting pursuant to Sections 5.2 or 5.3 hereof.

SECTION III.

ADMINISTRATION

3.1 The Committee. This Plan shall be administered and interpreted by the Committee. Except as provided in Section 3.4, 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:

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

(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 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 would not either cause the Award to be treated as the granting of a new Award or an extension of the Award under Code Section 409A that is not exempt from, or compliant with, the requirements of Section 409A or be inconsistent with the terms of the Plan, but no such changes

7

shall impair the rights of any Participant without his or her consent unless required by law or integrally related to a requirement of law.

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. 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 or any Award(s) 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.

3.6 Award Agreements. Each Award under the Plan shall be evidenced by an Award Agreement substantially in the form approved by the Committee from time to time.

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 9,425,926 Shares. As determined from time to time by the Committee, the Shares available under this Plan for 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. The aggregate number of Stock Appreciation Right units granted under this Plan shall not exceed 500,000, and the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall be 9,425,926.

8

4.2 Maximum Awards Per Participant. The number of shares covered by Options, together with the number of SAR units, granted to any one individual shall not exceed 2,000,000 during any one calendar-year period.

No more than 500,000 Shares of Common Stock may be issued in payment of Performance Awards denominated in Shares of Common Stock, and no more than $5,000,000 in cash (or Fair Market Value if paid in Shares of Common Stock) may be paid pursuant to Performance Awards denominated in dollars, granted in each case to any one individual during any one calendar-year period that are intended to be Performance-Based Compensation. If delivery of Shares earned under a Performance Award is delayed, any additional Shares attributable to dividends paid during such period of delayed delivery shall be disregarded for purposes of this paragraph.

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. Notwithstanding the foregoing, Shares that are tendered to or withheld by the Company as full or partial payment in connection with any Award under the Plan, as well as any Shares tendered to or withheld by the Company to satisfy the tax withholding obligations related to any Award, shall not be available for subsequent Awards under the Plan. In addition, a SAR settled in Shares of Common Stock shall be considered settled in full against the number of Shares available for award.

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, has an impact on the value of outstanding Shares, then the numbers of Shares and SAR units specified in Sections 4.1 and 4.2, the specified or fixed numbers of Shares or SAR units covered by each outstanding Award, and, if applicable, the Option Price, Reference Price, or performance goals for each outstanding Award shall be proportionately adjusted; provided that (i) any adjustments made in the number of Shares with respect to which Incentive Stock Options may be or have been granted shall be made in accordance with Code Section 424, (ii) the numbers of Shares or SAR units covered by each outstanding Award shall be made in accordance with Section 409A of the Code, and (iii) fractions of a Share will not be issued but either will be replaced by a cash payment equal to Fair Market Value of such fraction of a Share or will be rounded down to the nearest whole Share, as determined by the Committee.

9

(b) Other Equitable Adjustments. Notwithstanding any other provision of the Plan, and without affecting the number of Shares or SAR units 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; provided, that the numbers and types of Shares or SAR units covered by each outstanding Award shall be made in accordance with Section 409A of the Code.

SECTION V.

CHANGE IN CONTROL; MERGER, CONSOLIDATION, ETC.

5.1 Effect of Change in Control On Outstanding Awards. Except as otherwise provided in Section 2.46 (but subject to the provisions of Award Agreement or a separate agreement between the holder of the Award and the Company), in the event of, and upon a Change in Control, all Awards issued under the Plan prior to [DATE] and outstanding on the date of such Change in Control shall become fully (100%) Vested. With respect to Awards issued under the Plan on or after [DATE], all such Awards shall only be subject to accelerated Vesting in accordance with Section 5.2 or 5.3, unless otherwise determined by the Committee or unless earlier vesting is provided for in an Award Agreement or other agreement between the Participant and the Company (in which case such other agreement shall govern).

5.2 Separation from Service After Change in Control. In the event that an Employee has a Separation from Service as a result of the Company or a Subsidiary terminating such Employee’s service for any reason other than for Cause within one (1) year after a Change in Control, (A) all Awards held by such Participant shall fully Vest immediately prior to such Separation from Service and (B) all of the outstanding Vested Stock Options and SARs held by such Employee on the date of Separation from Service shall be exercisable for a period ending on the earlier to occur of the first anniversary of the date of Separation from Service or the respective Expiration Dates of such Stock Options and SARs.

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 on which such proposed transaction is to be consummated, and (B) all outstanding Awards that are not

10

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 Participant shall have the right to exercise all Stock Options and SARs held by such Participant that are not so assumed or substituted for on the following basis: (x) such exercise shall be conditioned on consummation of such transaction, (y) such exercise shall be effective immediately prior to the consummation of such transaction, and (z) the Option Price for any 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 Stock Option and SAR, 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 and SARs 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 was originally effective on the Effective Date. This amended Plan was adopted by the Board of Directors on April 6, 2006 and shall be effective, as amended, as of such date, except that the amendment approved by the Board of Directors increasing the maximum aggregated number of Shares available for issuance under the Plan (including issuance through Incentive Stock Options) from 5,925,926 shares to 9,425,926 shares shall become effective only upon its approval by the shareholders of the Company at the 2006 Annual Meeting.

6.2 Duration of Plan. The Plan shall continue in effect indefinitely until terminated by the Board pursuant to Section XII. 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.

11

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 in no event shall the Option Price be 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 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. A Stock Option may be exercised in whole or in part at any time during its 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 date of exercise.

(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.

12

(f) Non-Transferability of Options. Stock Options shall be Transferable only to the extent provided in Section 13.3 of this Plan.

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

(h) No Right to Defer. In no event shall a Stock Option awarded under this Plan include any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of the Stock Option under Treas. Reg. § 1.83-7, or the time the Shares acquired pursuant to the exercise of the Stock Option first become substantially vested (as defined in Treas. Reg. § 1.83-3(b)).

(i) Fixed Number of Shares. The number of Shares subject to a Stock Option shall be fixed on the Grant Date.

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 corporation (as defined in Section 424(e) of the Code), if any, and its subsidiary corporations (as defined in Section 424(f) of the Code).

(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 Separation from Service if the payment of the Option Price is paid in Shares. In addition to any other terms and

13

conditions the Committee deems appropriate, the Replacement Option shall be subject to the following terms:

(a) Number of Shares. The number of Shares subject to the Replacement Option shall not exceed the sum of 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 13.6.

(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 of Common Stock purchasable under a Replacement Option shall be determined by the Committee at the time of grant, except that in no event shall the Option Price be less than 100% of Fair Market Value 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 to which the Replacement Option relates.

(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. Such conditions may, but need not, be conditions that cause the Award to be treated as subject to a substantial risk of forfeiture (within the meaning of Sections 83 or 409A of the Code).

14

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. If Shares are to be issued upon vesting, such Shares shall be delivered on or before the Short-term Deferral Deadline, except that Shares that vest on account of the Participant’s Separation from Service by reason of Retirement in accordance with Section 11.1(a) shall be delivered on the first payroll date following the date of Separation from Service (the “Designated Payment Date”). If the Shares cannot be delivered on the Designated Payment Date because it is administratively impracticable, the Shares will be delivered as soon as administratively practicable, but in no event later than a date within the same taxable year of the Participant as the Designated Payment Date or, if later, by the 15th day of the third calendar month following the Designated Payment Date; provided, however, that the Participant shall not be permitted, directly or indirectly, to designate the taxable year of delivery of the Shares. Notwithstanding the forgoing, (i) if it is reasonably determined that Section 409A of the Code will result in the imposition of additional tax on account of the delivery of the Shares before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i) (relating to the required delay in payment to a specified employee pursuant to a Separation from Service), such delivery will in lieu thereof be made on the date that is six (6) months and one (1) day following the date of the Participant’s Separation from Service (or, if earlier, the date of death of the Participant) (the “Specified Employee Delayed Payment Date”), and (ii) a Participant may defer delivery of the Shares subject to a Restricted Stock Award to a date or dates after the Restricted Stock Award is no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code) if the terms of the Restricted Stock Award and any deferral election comply with the requirements of Section 409A of the Code. A Participant shall be a “specified employee” for purposes of this Plan if he or she is a specified employee as such term is defined in Treas. Reg. §1.409A-1(i) and in accordance with such rules as may be established by the Committee (including its delegate) from time to time.

(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. Participants receiving Restricted Stock Awards that provide for issuance of the Shares upon vesting (including Shares that vest on account of the Participant’s Separation from Service by reason of Retirement in accordance with Section 11.1(a)) shall not be entitled to dividend or voting rights in respect of any such Shares until they are fully vested and issued.

15

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. In the event an Unrestricted Stock Award is granted, the Shares subject to such Award shall be issued immediately upon (or as promptly as is administratively practicable after) grant; provided that a Participant may defer delivery of the Shares subject to an Unrestricted Stock Award to a later date or dates if the terms of the Unrestricted Stock Award and any deferral election comply with the requirements of Section 409A of the Code.

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) Performance Criteria and Performance-Based Compensation. The Committee shall designate any Performance Award granted to a Participant that is intended to be Performance-Based Compensation. Any Performance Award designated as intended to be Performance-Based Compensation shall be conditioned on the achievement of one or more objective performance goals, based on one or more Performance Measures, to the extent required by Code Section 162(m). Any Performance Award under this Section 9.1 not designated as intended to be Performance-Based Compensation may be conditioned on such performance goals, factors, or criteria as the Committee shall determine. Such conditions may, but need not, be conditions that cause the Performance Award to be treated as subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code).

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:

16

(a) Shareholder Rights. A Participant receiving a Performance Award shall not be entitled to dividend or voting rights in respect of the Shares covered by the Performance Award until the Award has vested in whole or part and any Shares earned have been issued.

(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. In no event shall the shares certificates, cash or both be delivered later than the Short-term Deferral Deadline, except that shares certificates, cash or both that are payable on account of the Participant’s Separation from Service by reason of Retirement in accordance with Section 11.1(a) shall be delivered on the Designated Payment Date unless it is reasonably determined that Code Section 409A will result in the imposition of additional tax on account of such payment before the expiration of the 6-month period described in Section 409A(a)(2)(B)(i), in which case such payment will be made on the Specified Employee Delayed Payment Date; provided that a Participant may defer payment under a Performance Award to a date or dates after the Performance Award is no longer subject to a substantial risk of forfeiture if the terms of the Performance Award and any deferral election comply with the requirements of Section 409A of the Code.

(c) Non-Transferability. Performance Awards shall not be Transferable except in accordance with the provisions of Section 13.3 of this Plan.

(d) Termination of Employment. Subject to the applicable provisions of the Award Agreement and this Plan, upon a Participant’s Separation from Service 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.

STOCK APPRECIATION RIGHTS

10.1 Stock Appreciation Rights. The Committee may, in its discretion, grant Stock Appreciation Rights. Any Stock Appreciation Right granted shall be for a specified number of units and have such terms and conditions, not inconsistent with this Plan, as are established by the Committee in connection with the Award. Unless otherwise determined by the Committee, Stock Appreciation Rights may be granted only to Eligible Persons residing in jurisdictions outside the United States to whom, in the Committee’s judgment, it is not practicable to grant Stock Options due to the tax and other laws and regulations of such jurisdictions.

17

10.2 Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights granted pursuant to this Section X shall be subject to the following terms and conditions:

(a) Reference Price. The Reference Price per Share unit subject to a SAR shall be determined by the Committee at the time of grant, except that in no event shall the Reference Price be less than 100% of Fair Market Value on the Award Date.

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

(c) Exercise. A Stock Appreciation Right shall be exercisable at such time or times and subject to such terms and conditions as shall be specified in the Award Agreement.

(d) Distribution. The Committee shall determine in its sole discretion, at or after the Award Date, whether Shares, cash or a combination thereof shall be delivered to the holder upon exercise of a SAR. Shares so delivered shall be valued at their Fair Market Value on the date of the SAR’s exercise.

(e) Non-Transferability and Termination. SARs shall be Transferable only to the extent provided in Section 13.3 of this Plan and shall terminate in accordance with Section XI of this Plan.

(f) No Right to Defer. In no event shall a SAR awarded under this Plan include any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the SAR.

(g) Fixed Number of Shares. The number of Shares subject to a SAR shall be fixed on the Award Date.

SECTION XI.

TERMINATION OF AWARDS

11.1 Termination of Awards to Employees and Directors. Subject to the provisions of Section 11.3, 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 such a Participant Separates from Service by reason of his or her death, Disability or Retirement, any Awards held by the Participant shall become fully Vested and, in the case of Stock Options and SARs, may thereafter be exercised by the Participant or by the Participant’s beneficiary or legal

18

representative for a period of three (3) years (or such longer period as the Committee may specify at or after grant, which period may not exceed the 10th anniversary of the original date of grant of the Stock Option or SAR) after the date of such Separation from Service or until the expiration of the stated term of such Award, whichever period is shorter.

(b) Termination For Cause. If such a Participant Separates from Service for Cause, or if after such separation the Participant engages in any act which would have warranted a Separation from Service for Cause, the 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 Separation from Service or the date upon which the Participant has engaged in any of the conduct described as justifying such a separation for Cause.

(c) Other Termination. Unless otherwise determined by the Committee at the time of grant, if such a Participant Separates from Service for any reason other than death, Disability, Retirement or Cause, all of the Participant’s Vested or otherwise exercisable Stock Options and SARs will terminate on the earlier to occur of the stated expiration date of the Awards or ninety (90) calendar days after such Separation from Service. If a Participant dies during the ninety (90) day period following the Separation from Service, 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.

11.2 Awards to Advisors. An Award granted to an Advisor shall terminate as provided in the Award Agreement.

11.3 Acceleration of Vesting Upon Termination. Upon a Participant’s Separation from Service, 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 the Participant so that such Awards will be fully or partially exercisable as of the date of Separation from Service 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 and SARs held by the 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 earlier of the original expiration date of such Award or the 10th anniversary of the original date of grant of the Stock Option or SAR;

provided, however, that (i) no person or entity other than the Committee shall have the authority or discretion to accelerate the Vesting of, otherwise cause to be

19

exercisable or free of restrictions or conditions, or extend the exercise period of, any Award granted to an Officer or Director of the Company, and (ii) such acceleration, waiver, or extension shall not cause the Award to be treated as the granting of a new Award or an extension of the Award under Section 409A of the Code that is not exempt from, or compliant with, the requirements of Section 409A.

11.4 Repricing, Exchange and Repurchase of Awards. Notwithstanding any other provisions of this Plan, without shareholder approval and the consent of each affected Participant, this Plan does not permit (i) any decrease in the Exercise Price, Reference Price or other purchase price of an Award or any other decrease in the pricing of an outstanding Award, (ii) the issuance of any substitute Option or SAR with a lower Exercise Price or Reference Price than an existing Option or SAR which is forfeited or cancelled in exchange for the substitute Option or SAR, or (iii) the repurchase by the Company of any Option or SAR with an Exercise Price or Reference Price above Fair Market Value at the time of such repurchase. Additionally, in no event shall any offer to reprice, exchange or repurchase an Award cause the original Award, the newly granted Award or the consideration to be paid upon repurchase to be treated as the granting of a new award under Section 409A of the Code that is not exempt from, or compliant with, the requirements of Section 409A.

SECTION XII.

TERMINATION OR AMENDMENT OF THIS PLAN

12.1 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 or integrally related to a requirement of 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 or amount of cash which may be granted to any individual Participant, or increase the total number of Shares available for issuance under this Plan, or if such approval is required pursuant to applicable requirements of the Code, the Exchange Act or the listing requirements of any stock exchange on which the Common Stock is traded. Notwithstanding anything in this Plan to the contrary, the Board, in its discretion, may amend the Plan or any Award to cause the Plan and such Award to remain beyond the scope of the types of compensatory arrangements that are subject to the requirements of Section 409A of the Code or to otherwise comply with the requirements of Section 409A.

20

SECTION XIII.

GENERAL PROVISIONS

13.1 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 of any Employee at any time.

13.2 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; provided that such special rules and provisions of the Award Agreements evidencing such Awards do not cause the Plan or such Awards to be considered to be compensatory arrangements subject to the requirements of Section 409A of the Code in violation of the exemption for foreign arrangements contained in any guidance issued thereunder.

13.3 Non-Transferability of Awards. Except as provided in the following sentence, 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, at the time of grant, permit a Participant to transfer a Non-Qualified Stock Option, SAR, Restricted Stock Award or Performance Award for no consideration to a member of, or for the benefit of, the Participant’s Immediate Family (including, without limitation, to a trust in which members of the Immediate Family have more than a 50% beneficial interest, to a partnership or limited liability company for one or more members of the Immediate Family, or to a foundation in which members of the Immediate Family hold more than 50% of the voting interests), subject to such limits as the Committee may establish and so long as the transferee remains subject to all the terms and conditions applicable to such Award. The following shall be considered transfers for no consideration: (i) a transfer under a domestic relations order in settlement of marital property rights; and (ii) a transfer to an entity in which more than 50% of the voting interests are owned by the Participant or members of the Immediate Family, in exchange for an interest in that entity.

13.4 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.

21

13.5 Unfunded Plan. For purposes of the Employee Retirement Income Security Act of 1974, this Plan is intended to constitute an unfunded plan of incentive compensation, and it is not intended to provide retirement income, to result in a deferral of income for periods extending to the termination of employment or beyond, or to provide welfare benefits. 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 or any of its Subsidiaries 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.

13.6 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 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 in the case of a Stock Option and on the vesting date in the case of a Restricted Stock Award. 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 or a Subsidiary 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.

13.7 Reimbursement of Taxes. The Committee may provide in its discretion that the Company or a Subsidiary 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. In no event shall such reimbursement occur later than the Short-term Deferral Deadline.

13.8 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.

13.9 Liability. No employee of the Company or a Subsidiary 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 and its Subsidiaries 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.

22

13.10 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.

13.11 Transactions Involving Common Stock. Under no circumstances shall the Shares issued under this Plan include or be subject to a permanent mandatory repurchase obligation (other than a right of first refusal) or put or call right if the Share price under such right or obligation is based on a purchase price other than a purchase price equal to the Fair Market Value of such Shares.

13.12 Exemption from, or Compliance with, Section 409A. For federal income tax purposes, the Plan and the Awards granted hereunder are intended to be either exempt from, or compliant with, Section 409A of the Code. This Plan and all Awards granted hereunder shall be interpreted, operated and administered in a manner consistent with these intentions.

23

Supplement A to Plan

CHIQUITA BRANDS INTERNATIONAL, INC.

ANNUAL BONUS PROGRAM

SECTION A-1

GENERAL

Chiquita Brands International, Inc. (the “Company”) maintains the Chiquita Stock and Incentive Plan (the “Plan”) which provides, inter alia, for certain incentive compensation to Employees of the Company and its Subsidiaries. This Chiquita Annual Bonus Program (the “Program”) is established under Section IX of the Plan and is subject to all of the terms, conditions and limitations of the Plan, which shall be considered a part hereof. Capitalized terms in this Program not defined herein shall have the meanings given in the Plan.

SECTION A-2

BONUS AWARDS

A-2.1. Designation. The Committee, from time to time in its discretion, may designate those Employees who will have an opportunity to receive Bonus Awards under this Program for any Performance Period, together with the applicable performance goals established in accordance with Section A-2.3 for the Performance Period, and the amounts to be distributable in accordance with Section A-3 at levels of achievement of the performance goals. Any Bonus Award, or portion thereof, designated as intended to be Performance-Based Compensation shall comply with the requirements of this Section A-2 to the extent such compliance is determined by the Committee to be required for the award to be treated as Performance-Based Compensation.

A-2.2. Award Limit. No more than $5,000,000 in cash (or Fair Market Value if paid in Shares of Common Stock) may be paid pursuant to Bonus Award(s), or portions(s) thereof, intended to be Performance-Based Compensation that are granted to any one individual during any one calendar-year period.

A-2.3. Performance Goals. For any Bonus Award, or portion thereof, that is designated as intended to be Performance-Based Compensation:

(a) The performance goals established for the Performance Period shall be objective (as that term is described in the Treasury Regulations under Code Section 162(m)).

(b) The performance goals used by the Committee shall be based on one or more of the Performance Measures set forth in Section 2.30 of the Plan.

(c) The Committee, in its discretion, may provide that receipt of a specified level of payment or distribution of a Bonus Award is contingent on achievement of performance goals satisfying paragraph (b) above, with

24

such level subject to reduction unless other performance goals not set forth in paragraph (b) above also are satisfied.

Any Bonus Award, or portion thereof, not intended to be Performance-Based Compensation may be conditioned on such designated performance goals, factors or criteria as the Committee shall determine.

A-2.4. Attainment of Performance Goals. Subject to Section A-2.5, a Participant otherwise entitled to receive a Bonus Award, or portion thereof, that is designated as intended to be Performance-Based Compensation shall not receive a settlement of the award or portion until the Committee has determined that the applicable performance goal(s) have been attained. To the extent that the Committee exercises discretion in making the determination required by this Section A-2.4, such exercise of discretion may not result in an increase in the amount of the Award.

A-2.5. Exceptions to Performance Goal Requirement. If a Participant is not employed by the Company or a Subsidiary on the last day of the Performance Period, the Participant shall not be entitled to any Bonus Award for that period; provided, however, that if a Participant’s Separation from Service is for any reason other than Cause, the Participant’s Bonus Award shall be determined in accordance with the terms of the Program as though the Participant had been employed on the last day of the Performance Period, with such amount distributable at the time distributable to other Participants who are actively employed, but subject to such reduction as the Committee, in its absolute discretion, determines to be appropriate.

SECTION A-3

DISTRIBUTIONS

Subject to Section A-2.4, a Participant’s Bonus Award shall be distributed to the Participant in cash or in Shares at such time and in such form as is determined by the Committee, but in no event later than the Short-term Deferral Deadline; provided that a Participant may defer payment of a Bonus Award to a date or dates after such time if the terms of the Bonus Award and any deferral election comply with the requirements of Section 409A of the Code; and further provided that, to the extent that distribution is made in Shares of Common Stock, the Shares shall be subject to such vesting or other restrictions as the Committee may establish.

SECTION A-4

OPERATION AND ADMINISTRATION

A-4.1. Effective Date. The “Effective Date” of this Program shall be April 3, 2003.

A-4.2. Benefits May Not Be Assigned. The interests of a Participant under the Program are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s beneficiary. The Participant’s rights under the Program

25

are not transferable other than as designated by the Participant by will or by the laws of descent and distribution.

A-4.3. Benefits Under Other Plans. Amounts distributable to any Participant under the Program shall not be taken into account for purposes of determining the benefits under any plan that is intended to be qualified under Section 401(a) of the Code and any other plan or arrangement maintained by the Company or any Subsidiary, except as otherwise provided to the contrary by the Committee or in such other plan or arrangement.

SECTION A-5

COMMITTEE

The Committee’s administration of the Program shall be subject to the provisions of the Plan and the requirements of Code Section 162(m). Subject to the foregoing:

(a) The Committee will have the authority and discretion to interpret the Program, to establish, amend and rescind any rules and regulations relating to the Program, and to make all other determinations that may be necessary or advisable for the administration of the Program.

(b) Any interpretation of the Program by the Committee and any decision made by it under the Program is final and binding on all persons.

SECTION A-6

AMENDMENT AND TERMINATION

The Board may, at any time, amend or terminate the Program, provided that, without the consent of an affected Participant or beneficiary, no amendment or termination may materially adversely affect the rights of such Participant or beneficiary under the Program with respect to Performance Periods that have ended prior to the date on which such amendment or termination is adopted by the Board.

SECTION A-7

DEFINED TERMS

In addition to the other definitions contained herein and in the Plan, the following definitions shall apply:

(a) Bonus Award. The term “Bonus Award” means an award determined in accordance with Section A-2 and distributable in accordance with Section A-3.

(b) Participant. The term “Participant” means an Employee who has been selected by the Committee to participate in this Program.

26

(c) Performance Period. The term “Performance Period” means any calendar year after 2003, or such other period beginning after December 31, 2003 that is established by the Committee as a Performance Period for this Program.

27

Supplement B to Plan

CHIQUITA BRANDS INTERNATIONAL, INC.

LONG-TERM INCENTIVE PROGRAM

SECTION B-1

GENERAL

Chiquita Brands International, Inc. (the “Company”) maintains the Chiquita Stock and Incentive Plan (the “Plan”) which provides, inter alia, for certain incentive compensation to Employees of the Company and its Subsidiaries. This Chiquita Long-Term Incentive Program (the “Program”) is established under Section IX of the Plan and is subject to all the terms, conditions and limitations of the Plan, which shall be considered a part hereof. Capitalized terms in this Program not defined herein shall have the meanings given in the Plan.

SECTION B-2

LONG-TERM INCENTIVE AWARDS

B-2.1. Designation. The Committee, from time to time in its discretion, may designate those Employees who will have an opportunity to receive Long-Term Incentive Awards under this Program for any Performance Period, together with the applicable performance goals established in accordance with Section B-2.3 for the Performance Period, and the amounts to be distributable in accordance with Section B-3 at levels of achievement of the performance goals. Any Long-Term Incentive Award, or portion thereof, designated as intended to be Performance-Based Compensation shall comply with the requirements of this Section B-2 to the extent such compliance is determined by the Committee to be required for the award to be treated as Performance-Based Compensation.

B-2.2. Award Limit. Long-Term Incentive Award(s), or portion(s) thereof, intended to be Performance-Based Compensation that are granted to any one individual during any one calendar-year period shall be subject to the limitations set forth in Section 4.2 of the Plan.

B-2.3. Performance Goals. For any Long-Term Incentive Award, or portion thereof, that is designated as intended to be Performance-Based Compensation:

(a) The performance goals established for the Performance Period shall be objective (as that term is described in the Treasury Regulations under Code Section 162(m)).

(b) The performance goals used by the Committee shall be based on one or more of the Performance Measures set forth in Section 2.30 of the Plan.

(c) The Committee, in its discretion, may provide that receipt of a specified level of payment or distribution of a Long-Term Incentive Award is

28

contingent on achievement of performance goals satisfying paragraph (b) above, with such level subject to reduction unless other performance goals not set forth in paragraph (b) above are also satisfied.

Any Long-Term Incentive Award, or portion thereof, not designated as intended to be Performance-Based Compensation may be conditioned on such performance goals, factors or criteria as the Committee shall determine.

B-2.4. Attainment of Performance Goals. Subject to Section B-2.5, a Participant otherwise entitled to receive a Long-Term Incentive Award, or portion thereof, that is designated as intended to be Performance-Based Compensation shall not receive a settlement of the award or portion until the Committee has determined that the applicable performance goal(s) have been attained. To the extent that the Committee exercises discretion in making the determination required by this Section B-2.4, such exercise of discretion may not result in an increase in the amount of the Award.

B-2.5. Exceptions to Performance Goal Requirement. If a Participant is not employed by the Company or a Subsidiary on the last day of the Performance Period, the Participant shall not be entitled to any Long-Term Incentive Award for that period; provided, however, that if a Participant’s Separation from Service is for any reason other than Cause and as of such date of separation the performance goals, factors or criteria on which payment of the Award are conditioned (other than any Passage of Time Criteria) cause the Award to be continue to be treated as subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code), the Participant’s Long-Term Incentive Award shall be determined in accordance with the terms of the Program as though the Participant had been employed on the last day of the Performance Period, with such amount distributable at the time distributable to other Participants who are actively employed, and subject to such reduction as the Committee, in its absolute discretion, determines to be appropriate.

SECTION B-3

DISTRIBUTIONS

Subject to Section B-2.4, a Participant’s Long-Term Incentive Award shall be distributed to the Participant in cash or in Shares at such time and in such form as is determined by the Committee, but in no event later than the Short-term Deferral Deadline; provided that a Participant may defer payment of the Long-Term Incentive Award to a date or dates after such time if the terms of the Long-Term Incentive Award and any deferral election comply with the requirements of Section 409A of the Code; and further provided that, to the extent that distribution is made in Shares of Common Stock, the Shares shall be subject to such vesting or other restrictions as the Committee may establish.

29

SECTION B-4

OPERATION AND ADMINISTRATION

B-4.1. Effective Date. The “Effective Date” of this Program shall be April 3, 2003.

B-4-2. Benefits May Not Be Assigned. The interests of a Participant under the Program are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or the Participant’s beneficiary. The Participant’s rights under the Program are not transferable other than as designated by the Participant by will or by the laws of descent and distribution.

B-4-3. Benefits Under Other Plans. Amounts distributable to any Participant under the Program shall not be taken into account for purposes of determining the benefits under any plan that is intended to be qualified under Section 401(a) of the Code and any other plan or arrangement maintained by the Company or any Subsidiary, except as otherwise provided to the contrary by the Committee or in such other plan or arrangement.

SECTION B-5

COMMITTEE

The Committee’s administration of the Program shall be subject to the provisions of the Plan and the requirements of Code Section 162(m). Subject to the foregoing:

(a) The Committee will have the authority and discretion to interpret the Program, to establish, amend and rescind any rules and regulations relating to the Program, and to make all other determinations that may be necessary or advisable for the administration of the Program.

(b) Any interpretation of the Program by the Committee and any decision made by it under the Program is final and binding on all persons.

SECTION B-6

AMENDMENT AND TERMINATION

The Board may, at any time, amend or terminate the Program, provided that, without the consent of an affected Participant or beneficiary, no amendment or termination may materially adversely affect the rights of such Participant or beneficiary under the Program with respect to Performance Periods that have ended prior to the date on which such amendment or termination is adopted by the Board.

30

SECTION B-7

DEFINED TERMS

In addition to the other definitions contained herein and in the Plan, the following definitions shall apply:

(a) Long-Term Incentive Award. The term “Long-Term Incentive Award” means an award determined in accordance with Section B-2 and distributable in accordance with Section B-3.

(b) Participant. The term “Participant” means an Employee who has been selected by the Committee to participate in this Program.

(c) Performance Period. The term “Performance Period” means any period beginning after December 31, 2003 that is established by the Committee as a Performance Period for this Program.

31

EX-10.2

Exhibit 10.2

[Form of Restricted Stock Award and Agreement (to be used when Grantee has or can attain

Retirement in a taxable year before the taxable year in which the last Vesting Date occurs]

CHIQUITA BRANDS INTERNATIONAL, INC.

STOCK AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

Congratulations! You have been awarded a restricted stock award under the Chiquita Stock and Incentive Plan (the “Plan”).

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock (“Shares”), subject to the forfeiture provisions and other terms of this Agreement. The Shares will be issued at no cost to you on the date[s] set forth below, provided that you have a vested right to such Shares as described below. Please read this Agreement carefully and return an executed copy as requested below. Unless otherwise defined in this Agreement, capitalized terms have the meanings specified in the Plan.

Grantee: No. of Shares: Grant Date: Vesting Date[s]:

VESTING AND DELIVERY OF SHARES: [All of the Shares will vest on [date]] or [The Shares will vest between the Grant Date and [last vesting date] with [% or number of shares] vesting on [dates]] or, if earlier, upon a Separation of Service as described in Section 5.2 of the Plan within one year after a Change in Control of the Company (the “Vesting Date”); subject, however, to the forfeiture provisions set forth below. If you Separate from Service because of your death, Disability or Retirement, all the Shares subject to this award will vest on the date of your Separation from Service. On [the][each] Designated Payment Date or as soon as reasonably practicable thereafter, the Company will deliver to you a certificate representing the Shares which vested on such date, unless you are a key employee and the Plan requires that issuance of the Shares be postponed until the Specified Employee Delayed Payment Date, in which case Shares will be delivered on that date or as soon as administratively practicable thereafter. A “Separation from Service” generally means your termination of employment with the Company and all of its Subsidiaries. [The] [A] “Designated Payment Date” is generally defined in the Plan as [the][each] Vesting Date or, if earlier, the date you Separate from Service because of your death or Disability, and in the case of Shares that vest on account of your Separation from Service because of your Retirement, it is the first payroll date following your Separation from Service (or promptly thereafter). The “Specified Employee Delayed Payment Date” is generally defined in the Plan as the date that is six (6) months and one (1) day following the date of your Separation from Service (or, if earlier, the date of your death).

NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to the date Shares are issued to you, you will have no rights as a shareholder of the Company with respect to the Shares subject to this award.

FORFEITURE OF SHARES: In the event you Separate from Service for any reason (other than as a result of your death, Disability, Retirement or a Separation of Service as described in Section 5.2 of the Plan within one year after a Change in Control of the Company) prior to [the] [any] Vesting Date, then all unvested Shares subject to this award will be forfeited as of the date of your Separation from Service and any rights with respect to such forfeited Shares will immediately cease.

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION: In consideration of your receipt of this award, you agree as follows:

(a) During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will hold in a fiduciary capacity for the sole benefit of the Company all information, knowledge or data relating to the Company or any of its Subsidiaries and their respective businesses and investments, including investments in joint ventures, which

information, knowledge or data the Company or any of its Subsidiaries consider to be proprietary, confidential, or not public knowledge (including but not limited to trade secrets) that you obtain or have previously obtained during your employment by the Company or any of its Subsidiaries (“Proprietary, Confidential or Non-Public Information”). During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will not directly or indirectly use, communicate, divulge or disseminate any Proprietary, Confidential or Non-Public Information for any purpose not authorized by the Company or any of its Subsidiaries, or for any purpose not related to the performance of your work for the Company or any of its Subsidiaries. At any time requested by the Company or any of its Subsidiaries, and in any event immediately upon the termination of your employment for any reason, voluntary or involuntary, you shall return all copies of all documents, materials or information in any form, written or electronic or otherwise, that constitute, contain, refer or relate to any Proprietary, Confidential or Non-Public Information.

(b) During your employment with the Company or any of its Subsidiaries and for a period of two years after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage in, invest in or participate in any business or activity conducted by any company listed or described in Exhibit A, attached hereto (the “Competing Business”), whether as an employee, officer, director, partner, joint venturer, consultant, independent contractor, agent, representative, shareholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business) or in any other capacity.

(c) During your employment with the Company or any of its Subsidiaries and for a period of one year after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, solicit, entice, persuade or induce, or attempt to solicit, entice, persuade or induce (i) any customer, supplier, distributor or other person or entity that has a business relationship, contractual or otherwise, with the Company or any of its Subsidiaries (or any of their respective joint ventures) to direct or transfer away from the Company or any of its Subsidiaries (or such joint ventures) or eliminate, interfere with, disrupt, reduce or modify to the detriment of the Company or any of its Subsidiaries (or such joint ventures) any business, patronage or source of supply, or (ii) any person to leave the employment of the Company or any of its Subsidiaries (or any such joint ventures) (other than persons employed in a clerical, non-professional or non-managerial position).

(d) You understand and agree that the restrictions set forth above, including, without limitation, the duration and scope of such restrictions, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries. You further agree that the Company will be entitled to seek and obtain injunctive relief against you in the event of any actual or threatened breach of such restrictions, and you hereby consent to the exercise of personal jurisdiction and venue in a federal or state court of competent jurisdiction located in Hamilton County, Ohio, and you agree not to initiate any legal action relating to the subject matter hereof in any other forum. You understand and agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Ohio applicable to contracts executed in and to be performed in that State. If any provision of this Agreement is determined to be unenforceable or unreasonable by any Court, then such provision will be modified or omitted only to the extent necessary to make such provision and the remaining provisions of this Agreement enforceable.

TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award and the issuance of the Shares. The Company has the right to withhold, and the Company will withhold at your request, all applicable taxes due by reducing the number of Shares otherwise deliverable under this award or withholding from future earnings (including salary, bonus or any other payments.) In advance of [the][each] date on which the Shares become issuable, you may elect to pay the withholding amounts due by delivering to the Company a number of the Shares that you own that have a fair market value on that date equal to the amount of the payroll withholding taxes due.

CONDITIONS: This award is intended to comply with Section 409A of the Internal Revenue Code. It is to be 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. laws and foreign laws.

AGREEMENT: To acknowledge your agreement to the terms and conditions of this award, please sign and return one copy of this Agreement to the Law Department, Attention: Terri Suter.

CHIQUITA BRANDS INTERNATIONAL, INC.	Complete Grantee Information below:
Kevin R. Holland, Senior Vice President and Chief People Officer	Home Address (including country)
By:

Date Agreed To:
	U.S. Social Security Number (if applicable)

EX-10.3

Exhibit 10.3

[Form of Restricted Stock Award and Agreement (to be used when Grantee will not reach

Retirement in a taxable year before the taxable year in which the last Vesting Date occurs.]

CHIQUITA BRANDS INTERNATIONAL, INC.

STOCK AND INCENTIVE PLAN

RESTRICTED STOCK AWARD AND AGREEMENT

Congratulations! You have been awarded a restricted stock award under the Chiquita Stock and Incentive Plan (the “Plan”).

GRANT: Chiquita Brands International, Inc., a New Jersey corporation (the “Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock (“Shares”), subject to the forfeiture provisions and other terms of this Agreement. The Shares will be issued at no cost to you on the date[s] set forth below, provided that you have a vested right to such Shares as described below. Please read this Agreement carefully and return an executed copy as requested below. Unless otherwise defined in this Agreement, capitalized terms have the meanings specified in the Plan.

Grantee: No. of Shares: Grant Date: Vesting Date[s]:

VESTING AND DELIVERY OF SHARES: [All of the Shares will vest on [date]] or [The Shares will vest between the Grant Date and [last vesting date] with [% or number of shares] vesting on [dates]] or, if earlier, upon a Separation from Service as described in Section 5.2 of the Plan within one year after a Change in Control of the Company (the “Vesting Date”); subject, however, to the forfeiture provisions set forth below. If you Separate from Service because of your death or Disability, all the Shares subject to this award will vest on the date of your Separation from Service. On [the][each] Designated Payment Date or as soon as reasonably practicable thereafter, the Company will deliver to you a certificate representing the Shares which vested on such date. A “Separation from Service” generally means your termination of employment with the Company and all of its Subsidiaries. [The] [A] “Designated Payment Date” is generally defined in the Plan as [the][each] Vesting Date or, if earlier, the date you Separate from Service because of your death or Disability.

NO RIGHTS AS SHAREHOLDER PRIOR TO VESTING: Prior to the date Shares are issued to you, you will have no rights as a shareholder of the Company with respect to the Shares subject to this award.

FORFEITURE OF SHARES: In the event you Separate from Service for any reason (other than as a result of your death, Disability or a Separation from Service as described in Section 5.2 of the Plan within one year after a Change in Control of the Company ) prior to [the] [any] Vesting Date, then all unvested Shares subject to this award will be forfeited as of the date of your Separation from Service and any rights with respect to such forfeited Shares will immediately cease.

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION: In consideration of your receipt of this award, you agree as follows:

(a) During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will hold in a fiduciary capacity for the sole benefit of the Company all information, knowledge or data relating to the Company or any of its Subsidiaries and their respective businesses and investments, including investments in joint ventures, which information, knowledge or data the Company or any of its Subsidiaries consider to be proprietary, confidential, or not public knowledge (including but not limited to trade secrets) that you obtain or have previously obtained during your employment by the Company or any of its Subsidiaries (“Proprietary, Confidential or Non-Public Information”). During your employment with the Company or by any of its Subsidiaries, and after the termination of your employment for any reason, voluntary or involuntary, you will not directly or indirectly use, communicate, divulge or disseminate any Proprietary, Confidential or

Non-Public Information for any purpose not authorized by the Company or any of its Subsidiaries, or for any purpose not related to the performance of your work for the Company or any of its Subsidiaries. At any time requested by the Company or any of its Subsidiaries, and in any event immediately upon the termination of your employment for any reason, voluntary or involuntary, you shall return all copies of all documents, materials or information in any form, written or electronic or otherwise, that constitute, contain, refer or relate to any Proprietary, Confidential or Non-Public Information.

(b) During your employment with the Company or any of its Subsidiaries and for a period of two years after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, engage in, invest in or participate in any business or activity conducted by any company listed or described in Exhibit A, attached hereto (the “Competing Business”), whether as an employee, officer, director, partner, joint venturer, consultant, independent contractor, agent, representative, shareholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business) or in any other capacity.

(c) During your employment with the Company or any of its Subsidiaries and for a period of one year after the termination of your employment with the Company or any of its Subsidiaries for any reason, voluntary or involuntary, you will not, without the written consent of the Company, directly or indirectly, solicit, entice, persuade or induce, or attempt to solicit, entice, persuade or induce (i) any customer, supplier, distributor or other person or entity that has a business relationship, contractual or otherwise, with the Company or any of its Subsidiaries (or any of their respective joint ventures) to direct or transfer away from the Company or any of its Subsidiaries (or such joint ventures) or eliminate, interfere with, disrupt, reduce or modify to the detriment of the Company or any of its Subsidiaries (or such joint ventures) any business, patronage or source of supply, or (ii) any person to leave the employment of the Company or any of its Subsidiaries (or any such joint ventures) (other than persons employed in a clerical, non-professional or non-managerial position).

(d) You understand and agree that the restrictions set forth above, including, without limitation, the duration and scope of such restrictions, are reasonable and necessary to protect the legitimate business interests of the Company and its Subsidiaries. You further agree that the Company will be entitled to seek and obtain injunctive relief against you in the event of any actual or threatened breach of such restrictions, and you hereby consent to the exercise of personal jurisdiction and venue in a federal or state court of competent jurisdiction located in Hamilton County, Ohio, and you agree not to initiate any legal action relating to the subject matter hereof in any other forum. You understand and agree that this Agreement shall be construed and enforced in accordance with the laws of the State of Ohio applicable to contracts executed in and to be performed in that State. If any provision of this Agreement is determined to be unenforceable or unreasonable by any Court, then such provision will be modified or omitted only to the extent necessary to make such provision and the remaining provisions of this Agreement enforceable.

TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award and the issuance of the Shares. The Company has the right to withhold, and the Company will withhold at your request, all applicable taxes due by reducing the number of Shares otherwise deliverable under this award or withholding from future earnings (including salary, bonus or any other payments.) In advance of [the][each] date on which the Shares become issuable, you may elect to pay the withholding amounts due by delivering to the Company a number of the Shares that you own that have a fair market value on that date equal to the amount of the payroll withholding taxes due.

CONDITIONS: This award is intended to be exempt from Section 409A of the Internal Revenue Code. It is to be 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. laws and foreign laws.

AGREEMENT: To acknowledge your agreement to the terms and conditions of this award, please sign and return one copy of this Agreement to the Law Department, Attention: Terri Suter.

CHIQUITA BRANDS INTERNATIONAL, INC.	Complete Grantee Information below:
Kevin R. Holland, Senior Vice President and Chief People Officer	Home Address (including country)
By:

Date Agreed To:
	U.S. Social Security Number (if applicable)

EX-10.4

Exhibit 10.4

CONFIDENTIAL TREATMENT

Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such Portions are marked “[*]” in this document; they have been filed separately with the Commission.

INTERNATIONAL BANANA PURCHASE AGREEMENT F.O.B ( PORT

OF LOADING) COLOMBIA (URABA AND SANTA MARTA)

(as amended through July 14, 2008)

(Translation of original, which is in Spanish)

This International Banana Purchase Agreement is entered by CHIQUITA INTERNATIONAL LIMITED, a company incorporated and existing under the laws of Bermuda, British West Indies, domiciled in the city of Hamilton, Bermuda (hereinafter the “BUYER”) and BANANA INTERNATIONAL CORPORATION, a company incorporated and existing according to the laws of the Republic of Panama, domiciled in Panama City (hereinafter the “SELLER”) according to and in connection with the Stock Purchase Agreement signed by Chiquita International Limited/Chiquita Brands, LLC and Invesmar Limited on June 10, 2004 under the following terms and conditions:

1. CLAUSE ONE: DEFINITIONS

1.1. The PLANTATION: Are all the farms described in Annex A hereof whose owners are the entities indicated herein, which hereinafter will be identified as the “PRODUCERS.” Annex A also contains the general description of the PLANTATION, the map corresponding to each of the farms that comprise it, including the corresponding description of the total area, the area dedicated to banana production, dimensions and boundaries. The farms described in Annex A are divided in two lists; List Number One are the farms owned by Agricola El Retiro, S.A. by virtue of the agreement entitled “Stock Purchase Agreement” referenced in the heading hereof; List Number Two includes the other farms that comprise the rest of the PLANTATION.

1.2. The EXPORTER: Comprised by the entities called COMERCIALIZADORA INTERNACIONAL BANACOL S.A., and/or COMERCIALIZADORA INTERNACIONAL, BANADEX S.A, Colombian corporations.

1.3. PRODUCTIVE AREA: is the portion of the PLANTATION that is planted with bananas of the Cavendish (Williams, Valery or Gran Nain) variety, over an approximate area of 10,870 hectares, divided into 2,950 hectares in production in the zone of Santa Marta and 7,920 hectares in production in the area of Urabá.

1.3.1. FRUIT: Are bananas of the Cavendish variety (whether Gran Nain, Williams or Valery) produced in the PRODUCTIVE AREA, that complies with size, quality and other specifications agreed by the parties and stipulated in Annex B hereof. At the time of purchase, all the FRUIT must be fresh, clean, and free of bruises and have the caliber and age indicated in the respective cutting orders according to the tolerance standards established in Annex B.

1.4. BRANDS: Are the brands, designs and trade names which the BUYER elects to use to distinguish the FRUIT to be exported.

1.5. PORT LOADING: Are any of the port facilities in Turbo and Santa Marta, unless the parties agree on other port facilities, according to the procedures to modify this agreement, which is described in Clause Nine, section nine hereof.

1.6. TECHNICAL REPRESENTATIVE: Is the entity affiliated or subordinated to the BUYER through an exclusive contract by the industry or the persons hired by such entities or directly by the BUYER, principals but without representation, except regarding those matters in which they are expressly authorized to represent the BUYER according to this agreement, whose functions, which in general are linked to quality, are described below. The BUYER can change the TECHNICAL REPRESENTATIVE at any time, after notifying the SELLER in writing.

2. CLAUSE TWO: PURCHASE

2.1. GENERAL CONDITIONS

2.1.1. The FRUIT will be sold by the SELLER to the BUYER, who will acquire it under the F.O.B. clause ( PORT OF LOADING) INCOTERMS 2000, except when the contrary is stipulated hereof, on a weekly basis as established further down, exported and properly stowed onboard the ships chartered and designated by the BUYER.

2.1.1.1. PROPERTY AND RISK: By virtue of this agreement and as indicated hereof, the BUYER will assume the property and the risk for the FRUIT upon being stowed onboard the ships designated by the BUYER at the PORT OF LOADING. Consequently, any losses of FRUIT and any other risks and costs up to the moment of such transfer will be paid by the SELLER. Upon stowing the FRUIT onboard the ship, the BUYER will assume all risks for losses of such FRUIT, whether in transit to the destination markets, during unloading or at any later point of the distribution and sale chain, with no prejudice to what is stipulated further down regarding hidden quality conditions that are impossible to detect during loading.

2.1.1.2. EXPORT REQUIREMENTS:

2.1.1.2.1. The BUYER will be responsible for securing and bearing the cost of chartering the ships, or if applicable, reserving the space needed on board such ships. The BUYER will be responsible for notifying the SELLER in

a timely manner, the name, the place and date for the stowing of the ship and for obtaining the bill of lading.

2.1.1.2.2. The SELLER or whoever sells to the SELLER will be the exporter of the FRUIT for all purposes. Consequently, the SELLER guarantees that whoever is the exporter, it will have all necessary permits, licenses and other documentation, as well as pay all national and municipal taxes and dues applicable to export banana production. The SELLER must also obtain or issue at its own expense and deliver to the BUYER all the documents legally necessary, at present or during the term of this agreement that the BUYER may require to take possession and freely dispose of the FRUIT, including, for example, commercial invoices, and certificates of origin or sanitary records. Such documentation must be issued in the languages and formats legally required to allow the BUYER to enter the EXPORTED FRUIT into the destination markets of the BUYER’S choice. With respect to the licenses and export and import certificates derived from the European Union’s regulations, the parties will abide by the Stock Purchase Agreement signed by Chiquita International Limited/Chiquita Brands, LLC and Invesmar Limited.

2.1.2. FRUIT NOT EXPORTED: The BUYER is obligated to order the volumes of FRUIT indicated in point 2.2 below. The BUYER will endeavor to notify the SELLER as soon as possible of any situation that may cause the BUYER not to receive the FRUIT that it has committed to purchase. The BUYER will include in such notification the volumes it will not receive and the week or weeks in which it will restrict the acceptance of the FRUIT it is obligated to purchase according to this agreement. The FRUIT NOT EXPORTED is the property of the SELLER. However, the BUYER is responsible for the payment of a penalty mentioned in section 4.3.5.1. whether it makes the abovementioned notification or not, in the cases when does it not order or it does not receive the FRUIT it is obligated to purchase according to this agreement.

As long as the SELLER opts to receive from the BUYER the penalty payment that is mentioned further down for such FRUIT, the SELLER will only be able to dispose of the FRUIT NOT EXPORTED within the territory of the Republic of Colombia, for which the SELLER will try to mitigate the damages to the BUYER by seeking to sell it within the aforementioned territory. If the FRUIT were packaged and stowed in containers, the BUYER will have the right to order, at its expense, the clearing of the containers. In this case, the SELLER with the purpose of mitigating the damage to the BUYER will endeavor to reduce the cost of disposing of such fruit. If, on the contrary, the SELLER decides not to receive payment for the penalties established hereof, it may freely dispose of the FRUIT NOT EXPORTED. In any case, the SELLER agrees to market or consume the FRUIT NOT EXPORTED without any of the brands that are the property of the BUYER. Any income that the SELLER receives from disposing or selling the FRUIT NOT EXPORTED will be discounted or reimbursed by the SELLER from the penalty due or paid by the BUYER.

2.2. VOLUMES

2.2.1. BASIC VOLUME: The SELLER has the obligation to sell and the right to demand that the BUYER buy; and the BUYER has the obligation to buy and the right to demand that the SELLER sell a basic yearly volume of ten million eight hundred forty nine thousand 18.14-Kg boxes at destination, divided by origin and time of the year in the following manner:

2.2.1.1. FRUIT SHIPPED FROM TURBO: An basic annual volume of [*] boxes distributed in quarters with a minimum of thirteen weeks of effective shipment as so:

2.2.1.1.1. FIRST QUARTER. Between January first and March thirty first of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.2. SECOND QUARTER. Between April first and June thirty first of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.3. THIRD QUARTER. Between July first and September thirty of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.4. FOURTH QUARTER. Between October first and December thirty first of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.5. CONDITIONS APPLICABLE TO THE VOLUMES OF FRUIT SHIPPED FROM TURBO

2.2.1.1.5.1. The total volume in the second quarter will not exceed the volumes of the first quarter, except by agreement of the parties granted according to the rules agreed herein.

2.2.1.1.5.2. If the SELLER meets the volumes corresponding to the first and second quarters of the year, it will have the right to sell and the BUYER will have the obligation to buy the volumes corresponding to the third and fourth quarters. If, on the contrary, the SELLER does not meet the volumes agreed for the first and second quarter, the volumes corresponding to the third and fourth quarters will be proportionally reduced in order to maintain a distribution of the basic annual volume of [*] percent in the first half of the year and [*] percent in the second half of the year.

2.2.1.1.5.3. Adjustment for “SPECIAL FORCE MAJEURE”

2.2.1.1.5.3.1. Definition For the effects of volume adjustment a Special Force Majeure event will be considered to have occurred when the decrease in the volume delivered by the SELLER is greater than 10% of the committed volume in a given quarter,

providing such decrease is not due to a deviation of such volume by the SELLER to third-party buyers or for its direct marketing additional to the one hundred and twenty thousand boxes per week by the SELLER.

2.2.1.1.5.3.2. If a Special Force Majeure event occurred during the first quarter, the SELLER will have the right to make up the basic volume shortage from the first quarter by increasing the Basic Volume in the second quarter by the amount of such shortage.

2.2.1.1.5.3.3. If a SPECIAL FORCE MAJEURE event occurred during the first quarter and it cannot be made up in the second quarter or if such event occurred during the second quarter, the SELLER will have the right to make up the agreed volumes during the third and fourth quarters without proportionally decreasing the volumes of those two last quarters in order to maintain the proportion of forty seven percent to fifty three percent that was agreed as a general rule for the distribution of the volume between the parties.

2.2.1.1.5.3.4. To the effect of fulfilling the agreements with the BUYER in the event of a drop in volume, its understood that these will be served by the SELLER after appropriating the 120,000 boxes mentioned above, in a proportion equivalent to 182,000 boxes per week from the BUYER for 80,000 boxes per week from the SELLER’S own marketing (or sales to third parties).

2.2.1.2. FRUIT SHIPPED FROM SANTA MARTA. A basic annual volume of [*] boxes distributed in the following manner:

2.2.1.2.1. FIRST SEMESTER. Between January one and June thirty one during every year of the term of this agreement, a volume of [*] boxes, i.e. [*] percent of the basic annual volume.

2.2.1.2.2. SECOND SEMESTER. Between July one and December thirty one of every year of the term of this agreement, a volume of [*] boxes, i.e. [*] percent of the basic annual volume.

2.2.1.2.3. SURPLUS VOLUME SANTA MARTA ORIGIN: In addition to the Santa Marta-origin volume mentioned above, the SELLER will deliver a volume of [*] boxes per year. The distribution of these boxes along the year will be, [*] percent in the first semester and [*] percent in the second semester.

2.2.1.2.4. ADJUSTMENTS FOR SPECIAL FORCE MAJEURE: In the event of a decrease greater than ten percent in the contracted volumes for the first semester of the year, providing such decrease is not due to a deviation of such volume by the SELLER to third-party buyers or for its direct marketing, the SELLER will have the right to supply the contracted volume for the second semester entirely, disregarding the general

distribution rule of the fruit shipped from Santa Marta in a proportion of fifty percent in the first semester and fifty percent in the second semester.

2.2.1.2.5. BUYER and SELLER agree to modify clause 2.2.1.2 and related provisions to reduce, as of the first week of January 2009, the volume of Fruit originating from Santa Marta. As of this date, SELLER commits to sell and BUYER to buy and pay for, [*] boxes of first quality Chiquita Fruit per week and [*] boxes of junior quality Chiquita Fruit per week. In all, BUYER and SELLER agree that SELLER may stop delivering fruit in Santa Marta completely if it provides written advance notice to BUYER at least 90 calendar days prior to the date on which it will stop delivering the fruit.

2.2.2. ADDITIONAL CONDITIONS REGARDING VOLUME.

2.2.2.1. DURING THE THIRD QUARTER OF EACH YEAR. Except by agreement of the parties granted according to the rules set hereof, the weekly volumes that the BUYER is obligated to receive during the third quarter, added to the volumes from Turbo and Santa Marta, even in the event of a SPECIAL FORCE MAJEURE, will not exceed [*] boxes.

2.2.2.2. DURING THE FOURTH QUARTER OF EACH YEAR. Except by agreement of the parties granted according to the rules set hereof, the weekly volumes that the BUYER is obligated to receive during the fourth quarter, added to the volumes from Turbo and Santa Marta, even in the event of SPECIAL FORCE MAJEURE, will not exceed [*] boxes.

2.2.3. If the volume delivered by the BUYER were reduced during the third and fourth quarters, there will be no restrictions or sanctions for the next year, regardless of whether the reduction occurred because of force majeure or not, excluding the sanctions for noncompliance with the THIRTEEN WEEK ESTIMATES such as FALSE FREIGHT.

2.2.4. SECOND CLASS FRUIT. It is understood that the BUYER is not obligated to purchase second class or quality fruit. When the BUYER purchases this type of fruit in Colombia, it will give the SELLER a deal proportional to the deal it gives the rest of its Colombian suppliers, at the same prices. However, the BUYER preserves the right to treat the SELLER in a disproportionate manner, whether favorably or unfavorably, in special cases in which it may be necessary to alleviate temporary problems of one or several producers or suppliers in particular.

3. CLAUSE THREE: PRICES. The prices that will apply to the basic volume contracted hereof will be those established in Annex C hereof.

3.1. COMMON ASPECTS.

3.1.1. SATURDAYS, SUNDAYS AND DAYS OF MANDATORY TIME OFF BECAUSE OF NATIONAL HOLIDAYS OR MOURNING. The BUYER will pay the SELLER the additional costs (in American dollars) according to the location as indicated in Annex C for each box packed on Saturday, Sunday and days of mandatory time off because of national holidays or mourning when such process is attributable to the BUYER, in aspects such as the itineraries of ships chartered by the BUYER and not other factors controlled by the SELLER.

However, the BUYER and the SELLER will cooperate within their restrictions so that both the rotations of the ships for which the former is responsible, as the use of containers for transporting and storing the FRUIT in as much as they are under the responsibility of the latter and the minimum daily volumes to be processed by the SELLER according to Clause 4.3.1., cause each party to assume their corresponding additional cost for cutting during those days, always with the purpose of minimizing the costs for both parties. Each time the BUYER makes a change in the rotation of the ships, the parties, by mutual agreement will estimate the volume of boxes to be packed on a Saturday, Sunday or days of mandatory time off whose additional cost is attributable to the BUYER by virtue of the cutting orders to be issued by the BUYER. Let it be recorded that with the rotation of the ships in operation at the time of the signing of this agreement, on occasion, work is performed on some farms in Turbo on Saturdays and holiday Mondays.

3.1.2. WEIGHT OF THE BOXES. The prices and the penalties agreed herein are for boxes of bananas with the weight at origin indicated in Annex C for different qualities and presentations. If variations occurred in the weights and/or dimensions of the box, the prices, the volume of the boxes and the penalties will be adjusted proportionally with respect to the banana component and the services such as stowing and transportation to the ship, taking into account the new weight of the FRUIT, and regarding the materials, a proportional cost increase will be recognized. The parties will come to an agreement on the price and cost adjustments that may be needed before the implementation of any change, with the understanding that consent can not be denied as long as the adjustments take into account the additional costs that such changes represent, including the loss of any net profit (“fully costed Profit”) in the supply of materials that the SELLER might endure by virtue of the changes required by the BUYER. The obligation to consider the loss of any net profit in the supply of materials cannot be interpreted in a way that the BUYER ends up being obligated to refund the investments made by the SELLER or its affiliates, nor any other type of collateral or consequential damage endured by the SELLER or its affiliates.

3.1.3. TIME AND METHOD OF PAYMENT. The prices agreed for each shipment of the EXPORTED FRUIT an the FRUIT NOT EXPORTED will be paid through checks, bank drafts or preferably by electronic fund transfers to a bank account of the SELLER in the bank of its choice, on the second Wednesday after the week on which the ship sails, in American dollars. For example, for FRUIT shipped in ships that sailed the week of January 21-27,

2008, the payment would be made on Wednesday February 7. The SELLER will inform the BUYER in writing, before the first shipment takes place; the account number and name of the bank were it will receive the payments.

3.1.4. SINGLE PAYMENT. The prices established in this clause will constitute the only amount of money that the BUYER must pay the SELLER for the EXPORTED FRUIT.

3.1.5. PAYMENT FOR SPECIFICATIONS. The prices of the EXPORTED FRUIT will be paid based strictly on compliance with the assigned specifications and not based on the BRAND or the destination chosen by the BUYER. The parties agree that no purchase price will be paid for FRUIT that does not meet the quantities or other requirements established hereof.

4. CLAUSE FOUR: OPERATIVE ASPECTS

4.1. MATERIALS

4.1.1. SPECIFICATIONS AND COSTS. The cardboard boxes, plastics, labels, seals, pallets and any other packing material related to the packing and palletizing process, the fungicide for controlling post-harvest diseases and other materials and raw materials needed for packing the EXPORTED FRUIT must meet the BUYER’S specifications detailed in Annex B hereof. The costs related to the acquisition of such materials will be disbursed exclusively by the SELLER. The paper to produce the cardboard boxes will be provided under the sole risk and responsibility of the BUYER, according to purchase orders from the SELLER. To this effect, the BUYER has designated Chiquita Fresh North America, L.L.C. under its sole responsibility, to supply the paper in the conditions established in the Paper Supply Agreement signed with the SELLER. If at any time during the period of this Agreement, the paper is not provided for reasons imputable to the BUYER, in sufficient quantities and time required for the SELLER to produce the cardboard boxes needed to pack the shipments of the Basic Volume, the BUYER must pay the corresponding penalty for the boxes that were not packed according to section 4.3.4.1. hereof, but it will never be more that ten consecutive weeks for a quantity that would substantially affect the Basic Volume, in which case it will be understood that a breach of the FRUIT purchase agreement has occurred. However, if there were disruptions in the supply of paper, the SELLER will put forward it best efforts to mitigate the damage to the BUYER using, if available, another paper it might own to make the cardboard boxes needed with the commitment of the SELLER to proceed to its prompt replacement and if necessary pay the financial cost this might entail.

4.1.2. CHANGES IN CONDITIONS AND SPECIFICATIONS. The BUYER may vary the conditions and specifications of the packing materials (for example, the boxes used to pack the FRUIT, plastics, seals, labels, pallets, any other packing material related to the packing and palletizing process, the fungicide used to control post-harvest diseases and other materials and supplies needed for packing) by giving the SELLER at least fifteen (15) days notice. In such case, the potential savings or additional costs generated by such variation

in the conditions and/or specifications will benefit or harm only the BUYER. If changes are requested that require longer implementation periods, the BUYER may not give shorter notice than the time reasonably required by the SELLER. The parties will come to an agreement on all required price and cost adjustments before the implementation of any change with the understanding that consent cannot be denied providing the adjustments take into account the additional costs that such changes represent, including the loss of any net profit (“fully costed Profit”) in the supply of materials that the SELLER might endure by virtue of the changes required by the BUYER. The obligation to consider the loss of any net profit in the supply of materials cannot be interpreted in such a way that the BUYER ends up being obligated to refund the investments made by the SELLER or its affiliates, nor any other type of collateral or consequential damage endured by the SELLER or its affiliates.

4.2. LABELS AND BRANDS

4.2.1. SELECTION OF THE BRANDS. The BUYER will select freely the BRANDS that will go on the stickers and labels that will be affixed to the EXPORTED FRUIT and the boxes and plastic bags in which it is packed. The BUYER must take into account in any change of BRANDS, the minimum print runs of the stickers, labels or boxes that the change implies and coordinate with enough time with the SELLER any discontinuation in the use of a BRAND in order to exhaust reasonable inventories of stickers, labels and boxes, except if the BUYER decides to refund the SELLER for the cost of such inventories. The final arts or the plates of the BRANDS, in each case, will be provided by the BUYER or the TECHNICAL REPRESENTATIVE.

4.2.2. USE AND PROTECTION OF THE BRANDS. The SELLER acknowledges the following: (a) that the BUYER has the exclusive right to use and order the use of the BRANDS; (b) that the BRANDS are and will remain the exclusive property of the BUYER or the entity or entities that have granted the BUYER the respective licenses to use them, even when such licenses are not specifically recognized or perfected according to pertinent legal provisions; (c) that the SELLER does not have any right regarding the BRANDS and that the use of such BRANDS does not generate such rights. The SELLER is obligated to strictly follow the instructions given by the BUYER or the TECHNICAL REPRESENTATIVE regarding the use and protection of the brands. The SELLER commits to inform the BUYER or the TECHNICAL REPRESENTATIVE immediately if it knows about some improper use of the BRANDS. The SELLER is responsible for the improper or irregular use for of the stickers, labels and other packing materials bearing the BRANDS that are in the SELLER’S possession. The BUYER will assume the costs for the defense of the SELLER in lawsuits filed by third parties alleging improper use of the BRANDS when the BUYER has ordered its use by the SELLER, and if necessary, will assume the cost of paying the respective fines or indemnifications. In the event that such lawsuit are filed, the BUYER will have the option of assuming the defense using its own lawyers under its exclusive control, in which case the SELLER must lend any cooperation needed including

issuing powers of attorney in favor of the lawyers the BUYER indicates. The SELLER is obligated to notify the BUYER promptly about any claim or filing of any lawsuit of this nature against the SELLER. Lack of timely notice will not impede the BUYER from assuming the defense from such lawsuits, but it will excuse the BUYER from the obligation of refunding any expense paid by the SELLER to that moment.

4.3. ESTIMATES AND CUTTING ORDERS

4.3.1. GENERAL OBLIGATION TO COOPERATE AND DAILY MINIMUM VOLUME. Both parties are obligated to cooperate in order to maximize daily FRUIT volumes to be packed, facilitate the rotation of ships and minimize the need to use refrigeration and to work on Saturdays, Sundays and holidays. Additionally, the SELLER is obligated during the term of this agreement and while the current rotation of the ships continues, to pack, on cutting days, a minimum daily volume of seventy five thousand boxes to be stowed in Turbo and twenty five thousand boxes to be stowed in Santa Marta, unless the BUYER requests in writing a smaller daily volume. The time required to load is based on current performance. If the BUYER changed the rotation of the ships and this caused logistical problems to the SELLER regarding the sale of FRUIT to other clients, the SELLER is obligated to pack on cutting days a minimum daily volume of sixty thousand boxes to be stowed in Turbo and twenty five thousand boxes to be stowed in Santa Marta, unless the BUYER requests in writing a smaller daily volume. This clause cannot be interpreted as an amplification of the basic volume as both parties recognize that the BUYER is not obligated under any circumstances to purchase more than eleven million boxes per year as basic volume.

4.3.2. THIRTEEN WEEK ESTIMATE. Each week, on Friday, or any other day that is agreed with the BUYER or the TECHNICAL REPRESENTATIVE, the SELLER will deliver to them a written estimate of the volumes of all the FIRST CLASS FRUIT and MODIFIED FIRST CLASS FRUIT to be delivered at each of the PORTS OF LOADING during the following thirteen weeks (hereinafter “THIRTEEN WEEK ESTIMATE”)

4.3.2.1. The parties agree that the volume of FIRST CLASS FRUIT and the volume of MODIFIED FIRST CLASS FRUIT indicated by the SELLER for the first two (2) weeks of each THIRTEEN WEEK ESTIMATE is considered the final volume that he SELLER is obligated to sell and the BUYER is obligated to buy, within the conditions agreed hereof, and it may not be modified in subsequent THIRTEEN WEEK ESTIMATES. However, the SELLER may, at its choice, but depending and limited by the space on the ship, deliver for shipping up to three percent more or less than the final estimated fruit for the following week.

4.3.2.2. Additionally, once a month, the SELLER will deliver to the BUYER or the TECHNICAL REPRESENTATIVE the information regarding the amount of fruit bagged per week during the preceding month, the

resulting conversion of boxes per FIRST CLASS FRUIT stem, per packing station on each day on which FRUIT was processed and the grade, per ribbon, of the stems harvested per week for each of the farms included in List Number One, mentioned in the definition of PLANTATION.

4.3.2.3. The parties agree that every week the BUYER will order and buy and the SELLER will ship and sell a mix of FRUIT qualities within the ranges established below, which must be reflected in the THIRTEEN WEEK ESTIMATES:

	Turbo Amount					Santa Marta Amount
	Length	Min.		Max.		Length	Min.		Max.
First Quality	8.00”	80	%	90	%	8.00”	50	%	65	%
First Modified	8.00”	10	%	15	%	8.00”	5	%	15	%

Turbo Amount

Santa Marta Amount.

Min. & Max. Length

Min.

Max.

Length Min.

Max.

Min.

Max.

Juniors

6”

7.9”

0

%

5

%

6”

7.9”

20

%

35

%

4.3.2.4. The BUYER will issue cutting orders for each shipment based on the THIRTEEN WEEK ESTIMATES issued by the SELLER, within the ranges established in section 4.3.2.3 above, and the BUYER may vary such orders between weeks whether with precut or delays, providing such actions do not imply a loss a fruit. It is understood that the BUYER may vary the mix of qualities ordered per week along a particular quarter only exceptionally and because of the impossibility of placing some type of fruit in the market, providing the weekly average along the quarter coincides with the corresponding THIRTEEN WEEK ESTIMATES and the established distribution. The SELLER recognizes that the market for the Juniors has a behavior that fluctuates more than the markets for other qualities or types of fruit. Nonetheless, the BUYER guarantees it best marketing effort to reduce the volatility of the weekly orders as much as possible and recognizes the SELLER’S need to count on weekly orders of Juniors in order to guarantee the best use of the FRUIT. If the BUYER repeatedly orders a mix of qualities outside the established ranges, at the request of THE SELLER negotiations will begin with the BUYER with the purpose of ameliorating the situation through the evaluation of the impact of such change and to negotiate an appropriate compensation.

4.3.3. CUTTING ORDERS. Each week, on Friday or any other day agreed with the SELLER or the TECHNICAL REPRESENTATIVE, once the THIRTEEN

WEEK ESTIMATE has been received, the BUYER itself or through the TECHNICAL REPRESENTATIVE will give the SELLER instructions relative to (i) the volume of FIRST CLASS FRUIT it will purchase the following week, as well as the volume of MODIFIED FIRST CLASS FRUIT and SECOND CLASS FRUIT it opts to buy. (ii) The date and time the EXPORTED FRUIT must be cut, observing the parameters established in section 4.3.1. (iii) The age limit, the maximum and minimum grade of cut applicable to such EXPORTED FRUIT. Additionally, the BUYER itself or through the TECHNICAL REPRESENTATIVE will notify the SELLER, giving a minimum notice of 24 hours, the date and time of the arrival to the PORT OF LOADING of each ship as well as the approximate date and time of stowing of each ship on which the EXPORTED FRUIT must be stowed. Its understood and agreed that the BUYER itself or through the TECHNICAL REPRESENTATIVE may modify such notification according to its judgment if a reasonable and justifiable reason exists, providing the SELLER is given at least fourteen (14) hours advance notice of the date and time of arrival and stowing stipulated above, when it is coming from Panama, and 24 hours of advance notice when it is coming from other ports. In any case, the SELLER will deliver the EXPORTED FRUIT to the container yard to be refrigerated within a maximum of twenty (20) hours after the cut. All days of the WEEK are considered workdays for cutting, carrying fruit to the packing station, packing and stowing.

4.3.4. PENALTIES

4.3.4.1. FRUIT NOT EXPORTED. To the effects contemplated in clause 2.1.2 the SELLER will have the right to be paid a single, total and definitive penalty equivalent to the price of purchase minus the non incurred costs if it is FRUIT that is part of the basic volume; and if is FRUIT that is part of the Additional Volume, $[*] per box during the first semester of each calendar year (from January 1 to June 30) and $[*] per box during the second semester of each calendar year (from July 1 to December 31). In order to determine the number of boxes of FRUIT on which the penalty will be paid, if the FRUIT has not been packed, stems will be converted to boxes based on the SELLER’S pondered average ratio of boxes per stem to FRUIT during the last four (4) DAYS of cutting. If the order not to load by the BUYER or the TECHNICAL REPRESENTATIVE is issued after the packing process of the FRUIT has begun, the BUYER will pay the SELLER in addition for the packing materials used prior proof of their use, the operational salaries effectively incurred, the cost of transport if it has been done, as well as other costs incurred for disposing of the fruit in a correct and legal manner. The BUYER will pay these same penalties when, after not ordering the totality of the SELLER’S FRUIT in the final estimation on some particular weeks, the FRUIT exceeds the grade and it is necessary to chop it because it does not meet the conditions to be exported.

4.3.4.2. FALSE FREIGHT. If for any reason imputable to the SELLER, it does not deliver at least ninety seven percent of the volume of FRUIT ordered by the BUYER for the following week, based on the most recent THIRTEEN WEEK ESTIMATE, the SELLER must pay a single, total and definitive indemnification of $[*] during the first semester of each calendar year (from January 1 to June 30) and $[*] during the second semester of each calendar year (from July 1 to December 31) for each box of FRUIT not delivered over the limit of the margin of tolerance of three percent until the order issued by the BUYER for that shipment is fulfilled, but in no instance will it be responsible for eventual, consequential or collateral damages to the BUYER or its affiliates for this occurrence. Situations of force majeure or fortuitous situations that may prevent the SELLER from fulfilling its obligations are excluded.

Notwithstanding the above, the SELLER may exceed the margin of tolerance of three percent in two shipments, at most, during each quarter of the calendar year, so that in such shipments the SELLER may load a minimum of ninety five percent and a maximum of one hundred and five percent of the volume ordered by the BUYER, said surplus subject to availability of space in the ships chartered by the BUYER. This benefit granted by the BUYER to the SELLER is not a cumulative right from one shipment to another or from one quarter to another. The BUYER will try to mitigate its damages using banana volumes from other sources within the normal rotation of the ship to fill the space allowance onboard the ship and will not demand indemnification except for the boxes that were not supplied. The SELLER cannot use this tolerance to allege that the BUYER has waived its right to receive the volumes it ordered nor will it excuse the SELLER from making its best effort to always comply with the volumes ordered by the BUYER. When FALSE FREIGHT occurs, the BUYER will communicate this to the SELLER within the following two weeks. If not, the SELLER will lose it right to collect.

4.3.5. TRANSPORT TO THE PORT OF LOADING. The FRUIT is exported on pallets and under the deck in the hold of ships or in containers at the option of the BUYER. The SELLER must make arrangements for transportation in the containers provided by the BUYER from the PLANTATION to the PORT OF LOADING using appropriate and necessary equipment and it will also be responsible for their return to the yard.

4.3.5.1. CONTAINERS. The BUYER itself or through a TECHNICAL REPRESENTATIVE will provide the SELLER with the containers and the chassis needed to transport the EXPORTED FRUIT from the PLANTATION to the PORT OF LOADING, making it available at the corresponding yard of the PORT OF LOADING in question, according to the cutting needs, in anticipation to the corresponding shipment. It’s understood that the warehousing costs and temporary

conservation of the EXPORTED FRUIT in a container yard will be paid by the BUYER, but this does not relieve the SELLER with regard to the BUYER from assuming the transportation costs all the way to the PORT OF LOADING, nor regarding its obligations with respect to the quality of the EXPORTED FRUIT. Such transport and waiting time within the scheduled itinerary for the shipment will be at the exclusive risk of the SELLER who must take al needed precautions to protect the FRUIT, including the boxes in which it is packed, from the sun, rain, and other inclement weather, mistreatment, and incorrect stowing in the containers, and it is also obligated to obey all reasonable recommendations made by the BUYER or its designee, including the TECHNICAL REPRESENTATIVE in relation to handling and care of the FRUIT. Claims for FRUIT lost due to faulty transportation, yard, and stowing services will be directed by the SELLER to the entities that provide such services, and the BUYER will provide all needed cooperation. The BUYER guarantees that the container’s refrigeration system provided to the SELLER will be in perfect working order when they are delivered and the parties will agree on a procedure to check them, which will be used when delivering and returning the containers. If any FRUIT is damaged because of a malfunction of the refrigeration system in one or more containers, the risk for the loss of such FRUIT will be the BUYER’S. Each party will assume the costs in the mutual deliveries of the CONTAINERS.

5. CLAUSE FIVE: QUALITY AND SANITATION

5.1. FRUIT INSPECTION AND REJECTION. The inspection and eventual rejection of the FRUIT may be done by the BUYER or its TECHNICAL REPRESENTATIVE at any time during the productive process; at the packing station, while being packed, at the PORT OF LOADING, when it is received, in the ship while it is being stowed.

5.1.1. Yet, if at the time of the unloading at the port of destination, defects appear such as “ripe and turnings”, “soft greens”, “peel rot”, “neck rot”, “crown rot”, “tip mold” and “latex post-harvest”, which has been previously agreed by the parties are hidden quality conditions impossible to detect at the time of boarding, the BUYER will have the right to deduct the amount paid for the rejected bananas from the following shipments of FRUIT that it receives from the SELLER. The SELLER will not be responsible for collateral or consequential damages to the BUYER by virtue of the rejection of the FRUIT for hidden conditions, being this indemnification the single, total and definitive indemnification which the BUYER has the right to receive for these incidents, except for the arrangements included in this same paragraph with respect to the liability for false freight, when applicable. The BUYER will demonstrate its claim by means of a report issued by an independent surveyor, whose report must include the condition of the FRUIT and state that the problem is not attributable to problems with the ship or other reasons unrelated to the

SELLER, and will include all the data of the fruit, especially the number of the farms or farm from which the fruit came. In every case, the SELLER may, on its own account and its own expense, designate representatives to participate as observers in the quality inspection, for which the BUYER will have to notify the rejection within forty eight hours of its unloading. In order to benefit from this right, the SELLER must provide the BUYER with an email address so the BUYER may report any rejection incident to the SELLER. Additionally, the SELLER will give the BUYER the name and information necessary to contact the surveyor or surveyors that the former has designated so that they are present in case of a rejection incident of the bananas at the destination port. If the SELLER does not provide the information about its designated surveyors, the BUYER will be relieved of its obligation to notify in a timely manner and it will simply inform the SELLER as soon as possible through the email address provided. The parties agree that the first rejection incident to occur in each calendar quarter will give the BUYER the right to withhold only the price paid for the rejected bananas. Rejection incidents of FRUIT loaded after the notification of the first rejection incident, will give the BUYER the right to receive the corresponding penalty for false freight, if it exceeds the allowed percentage of tolerance. If the BUYER does not notify the SELLER in a timely manner regarding the rejection incident or disposes of the fruit before it is inspected by the SELLER, then the withholding will not proceed.

5.2. PARTICIPATION IN QUALITY CONTROL ACTIVITIES. The SELLER and the BUYER acknowledge that the quality of the EXPORTED FRUIT in the destination markets is essential for a continued successful marketing. In these markets, the quality of the FRUIT NOT EXPORTED is not limited only to its physical characteristics, but also to the conditions in which this FRUIT is produced, including the correct application of agrochemicals, the environmental impact of production activities and the social/labor conditions in which these activities are carried out. The SELLER and the PRODUCERS also commit to participate with the BUYER, each to their own account and expense in reasonable quality control activities such as the establishment and maintenance of process-controls and the correct gathering of FRUIT quality data, as well as the communication and delivery of such information to the BUYER.

5.2.1. The SELLER and the PRODUCERS commit to grant access to the PLANTATION at any time during normal times of operation to quality control technicians designated by the BUYER or the TECHNICAL REPRESENTATIVE, so that they can evaluate in the field and at the banana packing stations bananas that potentially constitute FRUIT that can be sold in accordance with this agreement.

5.2.2. In the specific case of the battle against Black Sigatoka, the SELLER and the PRODUCERS will abide by the provisions in Annex B in the understanding that the BUYER will not be obligated to receive FRUIT originating in areas of the PLANTATION that do not meet the production conditions established in Annex B.

5.2.3. METHODS OF DEHANDING and PACKING. In order to preserve the quality of the EXPORTED FRUIT, the SELLER agrees with the BUYER to only use the methods of dehanding and packing previously authorized by the BUYER, which are duly described in Annex B.

5.2.4. CHANGES IN QUALITY SPECIFICATIONS. In order to assure the continued high quality of the ORDERED PRODUCTION, the BUYER will have the right to amend Annex B hereof by notifying the SELLER in writing at least fifteen (15) days ahead of time. The parties will come to an agreement on any necessary price and cost adjustments before the implementation of any change, with the understanding that consent cannot be denied if the adjustments take into account the additional costs that such change or changes represent, including the loss of any net profit (“fully costed profit”) from the supply of materials that the SELLER might bear due to changes required by the BUYER. The obligation to consider the loss of any net profit derived from the supply of materials cannot be interpreted in a way that the BUYER might end up being forced to repay investments made by the SELLER or his affiliates, nor any other type of collateral, possible or consequential damage borne by the SELLER or its affiliates.

5.2.5. CHANGES IN FRUIT PROTECTION METHODS, FRUIT SELECTION, DEHANDING AT THE PACKING STATION AND PACKING. The parties will come to an agreement on any necessary price and cost adjustments before the implementation of any change to any of the mentioned methods, with the understanding that consent cannot be denied if the adjustments take into account the additional costs and damages that such change or changes represent, including the loss of any net profit (“fully costed profit”) from the supply of materials that the SELLER might bear due to changes required by the BUYER, being this the only, total and definitive indemnification to which the SELLER is entitled by these changes. In no instance will the BUYER assume responsibility before the SELLER, the PRODUCER or its affiliates for collateral, possible or consequential damages that could occur by virtue of the changes regulated hereof. The changes that the SELLER or the PRODUCERS must perform to any of the methods mentioned with the intention of ensuring that the FRUIT meets the agreed quality specifications will be paid exclusively by the SELLER.

5.3. INFRASTRUCTURE. The SELLER and the PRODUCERS declare and guarantee that the PLANTATION meets and will meet, during the term of this agreement, the infrastructure requirements and conditions necessary to produce, process and transport the FRUIT in the volumes and with the quality agreed hereof, for example, safe and hygienic packing stations, able to process the FRUIT any week in three (3) DAYS at most, during periods of normal production and four (4) DAYS during periods of high production, access routes that can handle the traffic of transportation equipment without reducing the quality of the FRUIT, adequate internal transport systems for the stems to the packing station and, in those plantations that due to their location require it, according to standards commonly accepted by the Colombian banana industry, appropriate drainage and irrigation systems.

5.4. AGROCHEMICALS. In order to assure compliance with the laws concerning agrochemicals that exist in Colombia and the destination markets, as well as to protect occupational health conditions, the environment and the quality of the FRUIT, the SELLER and the PRODUCERS commit to apply, during the production process and the post-harvests stage, only pesticides, herbicides, fungicides, insecticides, plant growth regulators or other chemical or organic, natural, artificial or synthetic substances, that have been previously authorized by the BUYER or its TECHNICAL REPRESENTATIVE and are authorized for use in the Republic of Colombia and the destination countries of the FRUIT, including the United States of America and the countries that comprise the European Union. The SELLER and the PRODUCERS commit to apply these substances only in the amounts, proportions and using the methods established by the manufacturers of the authorized products and according to the best practices of the banana industry in Colombia. The BUYER has delivered to the SELLER and through the SELLER to the PRODUCERS, a listing of these products and substances.

If during the term of this agreement the Colombian authorities and the authorities of the destination countries of the FRUIT authorize different formulations, but chemically identical to the authorized products and substances, the SELLER and, through the SELLER, the PRODUCERS, must notify the BUYER of their intention of using those new formulations. If the new formulations imply application methods that are different from those used with the previous formulations, the BUYER may not object their use by the SELLER and the PRODUCERS as long as these methods of application do not result in higher risks to people’s health, the environment or the possibility of higher levels of residues on the FRUIT, which are above the levels allowed by the authorities at the destination countries. Any change to the listing of products and substances other than the case of new formulations of products that have already been authorized, may only proceed through a previous written agreement between the BUYER and the SELLER. In case of breach of the obligations assumed by the SELLER or PRODUCERS in this section, or if the FRUIT delivered is damaged or mistreated due to agrochemicals or with residue levels above those allowed by relevant regulations, the BUYER is authorized by the SELLER and the PRODUCERS to immediately suspend without liability the purchase of the FRUIT originating at the affected part of the PLANTATION, while the negative effects or other foreseeable damages last, without prejudice of rejecting this FRUIT for not complying with the specifications agreed hereof. The BUYER declares that it knows that the SELLER and the PRODUCERS will use BRAVO^® (clorotalonil), for the treatment of Black Sigatoka, in the entire PLANTATION. The BUYER hereby acknowledges that this product was never used in the farms on listing A, referenced in the definition of “PLANTATION”, while these farms were operated by the BUYER. The BUYER also acknowledges that it does not support the use of this product because of the potential occupational health and environment risks that, in the BUYER’S opinion, the use of this product implies, in spite of being a product whose use has been accepted by the authorities of Colombia, the European Union countries, the United States and the Rainforest Alliance in the “Better Banana Program”. The BUYER; nevertheless, accepts the use of BRAVO^® by the SELLER and the PRODUCERS as an exception to the listing of agrochemicals described above. In order to assure the safe use of pesticides (herbicides, nematicides, insecticides fungicides, plant growth regulators, etc.) and to protect the health of their workers, the SELLER and the PRODUCERS agree to organize the tasks in

the fields so that the field workers are not present in the areas of the PLANTATION that are being treated with pesticides in observance of the reentering periods established by the Environmental Protection Agency of the United States of America (U.S. EPA). For those workers who must enter an area of the PLANTATION being treated with pesticides, the SELLER and the PRODUCERS must provide appropriate personal protective equipment.

6. CLAUSE SIX: CORPORATE RESPONSIBILITY, LABOR AND ENVIRONMENTAL PROTECTION

6.1 CORPORATE RESPONSIBILITY AND WORK ENVIRONMENT

6.1.1 The SELLER and the PRODUCERS declare that they are aware of the BUYER’S Corporative Responsibility commitments, assumed through the BUYER’S Code of Conduct and the “UITA/COLSIBA/Chiquita Agreement on Freedom of Association, Minimum Labor Standards and Employment in Latin American banana operations.” The SELLER acknowledges and accepts that it has received a copy of the Code of Conduct of the BUYER and a copy of the Agreement between Chiquita/UITA/COLSIBA and that it understands the social commitments and obligations which the BUYER wishes to implement in all its operations, including those of its supplier, particularly in the areas of labor, food safety and quality, environmental protection, and community relations standards. The SELLER will continuously improve the social and environmental standards and practices under which it produces the FRUIT.

6.1.2 During the term of this agreement, the SELLER and the PRODUCERS especially agree to meet the following labor standards:

6.1.2.1. Not to use child labor, as defined in the Code of Conduct

6.1.2.2 Not use any form of forced or mandatory labor

6.1.2.3 Not violate the freedom of association and collective bargaining rights of their workers.

6.1.2.4 Not discriminate when hiring, training or firing their employees based on sex, sexual preference, ethnicity, national origin, religion, union or political affiliation.

6.1.2.5 To obey all labor, social and environmental laws of the republic of Colombia as well as the treaties included in the Code of Conduct and the UITA/COLSIBA and Chiquita agreement.

Any serious or systematic violation of any of the practices above will authorize the BUYER to suspend the purchase of the FRUIT originating at the affected area, without prejudice to reinitiate such purchases if this situation is resolved to the satisfaction of both parties.

6.1.3 The SELLER and the PRODUCERS grant the officials of the BUYER or the TECHNICAL REPRESENTATIVE the right to enter the PLANTATION without restraint, with or without previous notice, but always after coordinating with the person in charge of the farm at the time of the visit, in order to inspect the operations, infrastructure, documents, including electronic files, and to meet with employees and workers, in order to perform confidential periodic evaluations concerning the fulfillment of all its obligations regarding Corporative Responsibility. The SELLER, the

PRODUCERS and the BUYER, in mutual agreement, will develop a written plan to remedy any breaches detected during the evaluations. In no case, can the BUYER demand from the SELLER or the PRODUCERS the adoption of practices or conditions in the area of Corporative Responsibility that are more rigorous to those adopted by the subsidiaries or affiliates of the BUYER in other Latin American countries.

6.1.4 The BUYER and the SELLER agree that the assessments, the agreed objectives and any correspondence related to the fulfillment by the SELLER of these standards will be handled confidentially and they will not be revealed without the approval of both parties.

6.1.5 The SELLER and the PRODUCERS commit to maintain the certification under the SA-8000 standard during the term of the agreement hereof. If any of these farms were to be decertified, the SELLER and the respective PRODUCER will have six months as of the date of notification of the decertification or suspension to remedy the farm decertification. If it does not obtain the recertification within the period stipulated hereof, the BUYER will have right to suspend the purchase of FRUIT originating from such farms until they regain their respective certifications.

6.1.6. ENVIRONMENTAL PROTECTION

6.1.6.1 During the term of this agreement, the SELLER will accept and adopt at its expense, the regulations and guidelines on environmental impact, public health, work place hygiene and other aspects related to the protection of the environment existing in the Republic of Colombia or in any of the destination markets of the FRUIT. Such regulations and guidelines include those issued by local and national authorities and international organizations, as well as by government authorities in the countries were the destination markets are located, in as much as they affect the ability to commercialize the FRUIT. The agreements and international treaties signed by the Republic of Colombia will be observed, even though their ratification might be pending

6.1.6.2.Both, the SELLER and the PRODUCERS agree to:

6.1.6.2.1. Maintain, during the term of this agreement, the certification under the Better Banana Program of the Rainforest Alliance, in those farms that comprise the PLANTATION and already have it. If the farms are decertified or their certification is suspended by the Rainforest Alliance or the verifying organization designated by such organization, the SELLER and the PRODUCERS will have six months as of the day of the notification of decertification or suspension to recertify the affected farms. If the SELLER and the PRODUCERS cannot recertify the property within the stipulated term, the BUYER will have the right to suspend the purchase of FRUIT from those farms until such farms obtain their respective certification.

6.1.7. OTHER CERTIFICATIONS. The SELLER commits to make its industrial and cultivation practices at the PLANTATION conform to the GLOBALGAP standard at the time this agreement is signed.

6.1.8. INCLUSION OF NEW FARMS. The inclusion of new farms within the PLANTATION will require the consent of the BUYER and the SELLER. If in the future, the SELLER wishes to include additional farms in the PLANTATION, it will notify the BUYER in writing of its intention and will provide the BUYER with all the information necessary to identify the new PRODUCER or PRODUCERS. The BUYER cannot deny its consent in an unreasonable manner. The new PRODUCER or PRODUCERS will have a maximum term of a year as of the date of the signing of the amendment to this agreement to obtain the certifications to the SA-8000, GLOBALGAP, and Better Banana Program standards, as well as other certifications that the parties may decide to achieve in the future. If it/they do not achieve the certifications required within a year, the BUYER will have the right to suspend the purchase of FRUIT from these farms until they obtain the required certifications.

7. CLAUSE SEVENTH: FOOD SAFETY and SECURITY the SELLER and the PRODUCERS recognize that the health and the safety of the consumers of the FRUIT are especially important, and for this reason they are committed to accept each and all of the recommendations made by the BUYER or its TECHNICAL REPRESENTATIVE concerning modifications to processes, infrastructure, documentation practices, hygienic, sanitary and process controls, relative to food safety and security. These recommendations may never exceed the levels of compliance in this area assumed by affiliates and subsidiaries of the BUYER in Latin America. In addition, if the legislations of the countries that comprise the destination markets require some type of certification, the SELLER is committed to achieve it at its expense and in a timely manner. If the clients of the BUYER require some type of particular certification, the SELLER commits to obtain it in a timely manner and paying these costs on behalf of the BUYER. In case of breach by the SELLER or the PRODUCERS of the obligations assumed in this section, the delivery of damaged or mistreated FRUIT due to agrochemicals or with residual levels above those allowed by pertinent regulations, the BUYER, is authorized by the SELLER and the PRODUCERS to immediately suspend without liability, the purchase of FRUIT from the affected part of the PLANTATION, while harmful effects or foreseen damages last, without prejudice of rejecting this FRUIT for not complying with the agreed specifications. Additionally, each party will assume its own legal responsibilities in the event that the FRUIT becomes a risk to the health of consumers or people. The SELLER will afford the BUYER all necessary cooperation in the event that it is forced to recall the FRUIT from the market for containing residual levels above those allowed at the FRUIT’S destination markets.

8. CLAUSE EIGHT: FORCE MAJEURE, SUSPENSION AND TERMINATION

8.1 FORCE MAJEURE: The rights and obligations of the BUYER and the SELLER, resulting from this agreement, will be strictly executed by both parties, except in the event of breach due to an act of God or force majeure, such as the application of restrictions to international trade by the government of the Republic of Colombia, the United States of America or the European Union, labor strikes, including strikes that completely stop the work at the PLANTATION, stowing, transport and banana unloading in the country of origin or destination; or strikes in transportation, war, revolt, revolution, riot, invasion, sabotage and other causes of similar nature, duly provided, only if there is no alternative to resolve it. The statements in this Section 1 of Clause Eight will be subject to applicable provisions in the Section titled “Remedies for Breach of this Agreement “of the agreement called “Stock Purchase Agreement” referenced at the

beginning of this document. Any cause of force majeure that prevents the performance of this agreement, or makes its execution impossible, or that implies violating the law or regulations pertaining to one of the parties, will suspend its effects, but only during the period or the part of it during which such force majeure prevents or makes its execution impossible or illegal. In the event of occurrences such as those previously described that prevent its partial execution; the part of the agreement that is possible will continue being executed. The parties specifically accept that a change in economic circumstances for one of the parties does not constitute force majeure.

8.2 PROCEDURE AND CAUSES FOR SUSPENSION. Both parties are authorized to totally or partially suspend, depending on the case, the performance of the obligations imposed by this agreement by the occurrence of one or several of the events described as FORCE MAJEURE, provided such events make it impossible for the party that invokes the suspension to absolutely or partially continue performing this agreement. The parties specifically agree that the causes for suspension must be directly related to the fulfillment of contractual obligations and that such suspension will have effect only in relation to the obligations that are affected by the cause and solely in relation to the part of the PLANTATION affected by the cause; they also must be verified, of sufficient magnitude to justify the suspension and have no alternative to overcome them. The cause of suspension must be communicated, by the party that invokes it to the other party in writing to the respective notification address. The suspension will enter into effect the day after the party to whom the suspension is communicated receives notification in which the other party indicates the reason or reasons for the suspension. The suspension of the obligations that arise hereof will not interrupt the original term of the agreement, which will continue running all the time while suspension lasts. The SELLER may not use the BRANDS during the suspension period. If the BUYER alleges the suspension, unless it is for causes imputable to the SELLER, the SELLER will have the right to sell the FRUIT that is produced during the suspension period to third parties, unless the BUYER decides to pay the prices agreed hereof for FRUIT NOT EXPORTED. If it is the SELLER who totally or partially suspends the agreement, under no circumstance may if dispose of the FRUIT produced in the PLANTATION with destination to an external market without the prior, express written consent of the BUYER.

8.3 TERMINATION. The following are causes for anticipated unilateral termination: For the party that invoked it, the total suspension of the performance of the obligations that derive from this agreement that extends for more than twelve (12) consecutive months. The material breach of any of the contractual obligations of this agreement. A material breach of obligations is a breach that results in significant economic damage to the party that it has not failed to fulfill its obligations and one that is not properly remedied by the party that failed to comply within a reasonable term, which necessarily will conform to the nature and magnitude of the breach, which in no event, except by agreement of the parties, will exceed forty five (45) calendar days counted as of the date of delivery of the written notification sent to the other party advising the breach. Nevertheless, in the case of lack of payment by the BUYER, this term will not exceed seven (7) days. The termination will take effect fifteen (15) days after the party that failed to comply receives the written communication specifying the cause for the termination sent by the party that invoked the termination.

9. CLAUSE NINE: OTHER CONDITIONS

9.1 ASSIGNMENT OF THE AGREEMENT. This agreement can not be assigned or transferred, partially or completely, to any natural or juridical person by one of the parties without the previous, express written consent of the other party. Nevertheless, the BUYER hereby authorizes the SELLER to assign as collateral the economic rights derived from this agreement in favor of one or several banking or financial institutions. Therefore, by express request of the SELLER, the assignment of economic rights that BIC performed on June 22, 2004 will continue, without a continuity solution ,in favor of the institutions that granted the SELLER a syndicated credit.

9.2 GUARANTEE OF CLEARING TITLE IN CASE OF DISPOSSESSION. The SELLER guarantees to the BUYER that the FRUIT acquired by virtue of this agreement is free of burdens and encumbrances of any type that may affect its benefit to, and free disposition by the BUYER. Consequently, the SELLER agrees to clear the title in case of dispossession and assumes absolute liability for any loss that may arise from a breach of this guarantee. In the event of lawsuits pursuing the FRUIT contemplated hereof, the SELLER will have the option of assuming the defense using its own lawyers and expense and under its exclusive control, for which the BUYER must provide any necessary cooperation, including the issuance of powers of attorney in favor of the lawyers of the SELLER. The BUYER agrees to notify to the SELLER in a timely manner the existence of any claim or claim-filing of this kind against the BUYER. Failure to notify in a timely manner will not prevent the SELLER from assuming the defense against such claims, but it will release the SELLER from the obligation to repay the BUYER for any cost that it may have incurred to that moment. Yet, if the SELLER illegally disposes in favor of a third party of the FRUIT that has been sold and delivered by virtue of this agreement to the BUYER, the BUYER—and thus the SELLER irrevocably authorizes this, may exert civil, commercial and penal actions within its reach in any court or jurisdiction of the world, to prevent the illegal disposal of the FRUIT. The SELLER will be liable and must compensate the BUYER for all the damages that it causes to the BUYER by selling the FRUIT to a third party, without prejudice of the rights of the BUYER with respect to the potential material breach of this agreement that this violation represents.

9.3 INSURANCE CLAIMS. The SELLER and the BUYER will cooperate in the proceedings, documentation, and delivery of evidence and processing of insurance claims concerning FRUIT losses or damages and other mishaps.

9.4 NOTIFICATIONS. The parties designate the following addresses to receive notifications related to this agreement:

The SELLER: Banana International Corporation, Envigado, Colombia, calle 26 Sur # 48-12, Atención Presidente y Secretario General with copies to Banacol Marketing Corporation, Atención Presidente, 2655 LeJeune Road, Suite 1015, Coral Gables, FL 33134.USA

The BUYER: Chiquita International Limited, 7 Reid Street, Suite 109, P.O. Box HM-2181, Hamilton HM JX, Bermuda, Attention: Vice-president, with a copy to Office of the General Counsel, Chiquita Brands International, Inc., 250 East Fifth Street, Cincinnati, Ohio 45202, USA.

The parties may establish, by mutual agreement, alternate notification procedures related to operational aspects. Such agreements must be properly documented.

9.5 FAILURE IN THE EXERCISE OF RIGHTS. The failure by any of the parties to notify or to exert any right under this agreement will not represent a waiver to such right, unless the party that renounces notifies the other in writing. The waiverby any of the parties to any right contemplated in this agreement will not signify a waiver to any right of similar nature that may have developed later. The fact that one of the parties allows, once or several times, the other party to fail to fulfill its obligations or to fulfill them imperfectly or in a manner different from the one agreed hereof, or does not insist on the precise fulfillment of such obligations, or does not exert its contractual or legal rights in an opportune manner, will not create the presumption nor will it be equivalent to a modification of this agreement nor will it hinder this party in any instance, in the future, from insisting on the correct and specific fulfillment of the legal obligations that correspond to the other party or exert the contractual or legal rights to which it is entitled.

9.6 ANNEXES. Each of the annexes indicated hereof is incorporated to this agreement by reference and is an integral portion of this agreement.

9.7 WITHHOLDINGS AND DEDUCTIONS. The SELLER irrevocably authorizes the BUYER to withhold and deduct from the payments the amounts that the SELLER owes the BUYER for FALSE FREIGHT that is properly documented and is accepted by the SELLER in accordance to this agreement. Collections may not be done in a cumulative manner. If the SELLER came to owe money to the BUYER or to a company affiliated with the BUYER for the supply of materials, raw materials or services, the SELLER authorizes the BUYER to perform the corresponding withholdings and deductions from the payments in order to repay the sums owed and overdue.

9.8 INDIVIDUALITY OF THE CLAUSES. In the event that any of the stipulations contained hereof is declared null, the grantors agree that such annulment will not affect this agreement as a whole nor affect the validity of the other clauses of the agreement which have not been declared null.

9.9 ENTIRE AGREEMENT. This agreement and the attached annexes represent the entire agreement between the parties. All previous conversations, communications, statements, promises and declarations, whether written or verbal, between the parties or their affiliated companies and the employees, agents or representatives of such, are contained in this agreement. Except by explicit provision in the agreement, any modification to this agreement must be made in writing and signed by both parties.

9.10 DISCLOSURE OF FINANCIAL STATEMENTS. By request of the SELLER, the BUYER will provide its current individual financial statements and those of its guarantors to the banks and other organizations that the SELLER may contact to obtain financing. The financial statements must be specific for the BUYER and its guarantors but not consolidated for the entire group of the BUYER, unless this is explicitly requested. Additionally, the BUYER must provide the best cooperation by its financial people and other employees to handle the concerns and requirements that these financial organizations may have.

9.11 CONFIDENTIALITY. While this agreement is in effect, the parties commit to maintain its content confidential vis-à-vis third parties, except by written authorization of the other party, an order from a competent authority or a requisite established in a legislation or regulation such as those issued by the Securities and Exchange Commission of the United States of America. The confidentiality obligations of each of the parties under this agreement will survive the termination date of this agreement.

9.12 CONTRACTUAL GOOD FAITH. This agreement is entered on the basis of the good faith of both parties in developing the contract, and the parties should avoid, within the frame of the law, any behavior in the setting of prices whose objective violates American federal and state legislations, such as predatory prices and unfair competition as an integral part of the “Stock Purchase Agreement” business referenced in the header of this agreement and in the pineapple supply agreement derived from the Stock Purchase Agreement.

9.13 APPLICABLE LAW. This Agreement will be interpreted according to the internal laws of the State of Florida without enforcement of any decision or conflict in relation to legal provisions or rules (whether from the State of Florida or from another jurisdiction) that might lead to the application of the laws from a jurisdiction other than the State of Florida.

9.14 TAXES. The BUYER and the SELLER agree to comply individually and the portion corresponding to each party, with the laws and tax provisions that pertain to the parties, this agreement or the profits derived from this agreement. The BUYER and the SELLER state that they will pay each and all present and future taxes on income, profits and sales that are applicable to them for any legal reason.

9.15 COMPLIANCE WITH LAWS AND REGULATIONS. Both parties state that they will obey all the laws, regulations, agreements and other provisions that are applicable to them now or during the term of this agreement.

9.16 EFFORTS TO FIGHT ILLICIT DRUG TRAFFICKING AND OTHER TYPES OF SMUGGLING. The parties agree to cooperate in order to establish and maintain adequate controls throughout the chain of operations to limit as much as possible the shipment of illegal drugs or other types of smuggled goods in the freight delivered to the BUYER at the PORT OF LOADING

10. CLAUSE TEN: TERM OF THE AGREEMENT

10.1. TERM. This agreement will be in effect from January 1, 2008 to June 28, 2012. An early termination of the pineapple supply agreement entered between the SELLER and Chiquita Frupac, Inc., imputable for any reason to one of the parties, will confer the non-guilty party the option to end this agreement or to carry on with its execution. This decision must be made within the three (3) months following the statement of breach of the pineapple agreement by means of an arbitration decision issued by an pre-agreed arbitration court, unless said decision is unnecessary due to the fact that it is a termination based on a total suspension of the pineapple agreement that extends for more than twelve months, and therefore the termination of this agreement could occur immediately after deeming such pineapple agreement concluded.

10.2. GRADUAL TERMINATION. Despite the provisions in the preceding section, the BUYER has the option, a minimum of six (6) months before the termination of this agreement and by means of a written notification to the SELLER, to decide to continue this agreement with respect to the Basic Volume for three years in addition to the agreed term, through a gradual reduction of the Basic Volume at the rate of twenty-five percent per year starting on the first additional year (seventy five percent of the Basic Volume the first year, fifty percent of the Basic Volume the second year and twenty-five percent of the Basic Volume in the third year), with the prices agreed hereof or with a price equal to the lowest price in other contracts that have at least two years remaining at the termination date of this agreement and that the SELLER has with other banana buyers in Colombia. If the BUYER exercises this gradual termination option, the SELLER will have the right to demand the fulfillment of the gradual termination option included in the International Pineapple Purchase Agreement between the SELLER and Chiquita Frupac, Inc., signed on this same date. If Chiquita Frupac, Inc. refuses the gradual termination of this International Pineapple Purchase Agreement, the SELLER is excused from executing the regulated gradual termination included in this clause.

10.3. UNFORESEEN CIRCUMSTANCES. The parties specifically agree that the fact that, at any given moment, this agreement may cause losses to the BUYER or the SELLER or its execution may be onerous to any of the parties will not constitute a cause to request its termination, renegotiation or modification. The parties relinquish explicitly and in advance any right or prerogative to request a revision of the agreement that they may have due to such events.

11. CLAUSE ELEVEN: ARBITRATION the parties agree that all or any of the conflicts, disputes or claims related to this agreement, including but not limited to its existence, validity or completion, or concerning the breach of the agreement and especially its objective, interpretation, application or execution, will be solved by means of arbitration under the rules, at and administered by the American Association of Arbitration (AAA), and in accordance with their procedural rules. Despite the above statement, the parties at any time will be able to examine, in the most objective and friendly spirit, any divergences that might arise in relation to this agreement. The arbitration must take place in the city of Miami, in the State of Florida, United States of North America. Therefore, the parties waive the forum and laws of their respective domiciles and any other jurisdiction that could correspond to them and will submit any controversy related to this agreement to arbitration that must be subject to the following applications:

• The arbitration board will consist of three arbitrators selected using the procedures of the American Arbitration Association (AAA).

• Despite the above, with regard to precautionary measures, such as attachments, suspension, conservatory measures, bonds, declarative measures, taking of evidence, searches, they may be processed in any competent court in the world. This provision will also be applied in relation to payments received, and to be received, by the SELLER or owned by the BUYER anywhere in the world and to the precautionary procedures related to them.

The notes of the arbitration will be taken in the Spanish language and all the referees must be fluent in Spanish. All submissions must be submitted in Spanish. All the expenses, costs and legal fees incurred will be paid by the party that incurs them. The costs of the arbitration (including registry fees) will be shared equally by the parties in litigation.

12. CLAUSE TWELVE: PENALTY CLAUSE. Breach of this agreement declared in an arbitration decision according to the procedure established in clause eleven above, that results in the termination of the agreement under Clause Eighth, Section 3, will force the noncompliant party to pay the other party a penalty in funds available immediately and equivalent to [*] for each box of basic volume bananas that was not delivered during the rest of the initial term of this contract. This penalty will constitute the sole and definitive payment for the totality of damages to which the affected party may have rights to, including any damage for collateral, possible or consequential damages. The payment of this penalty will release the noncompliant party from the fulfillment of any other obligation arising from this agreement. Additionally, the affected party will have the right to deem concluded, without liability on its part, or to continue demanding, to its choice, the fulfillment of the international pineapple purchase agreement, signed on this same date, between Chiquita Frupac, Inc and Banana International Corporation.

13. CLAUSE THIRTEEN: ANTICORRUPTION. The parties, by mutual agreement, explicitly agree to the following:

13.1. Concerning all and each of the activities which the SELLER and the BUYER (including not only this one but all the companies that conform the CHIQUITA BRANDS Group) can perform in relation to the execution of this agreement, the SELLER and the BUYER must comply with all applicable laws, statutes, standards and regulations, of any governmental authority that has jurisdiction over these activities.

13.2. In relation to each and all of the activities that the SELLER and the BUYER can perform in connection with the execution of this agreement, they commit to:

(i) Not participate or become involved in any Prohibited Conduct (as defined below);

(ii) take all necessary measures to assure that the BUYER, the SELLER, and affiliate PRODUCERS, nor their partners who exercise control, directors, employees, agents or any other person who acts directly on behalf of the BUYER or the SELLER, participates or becomes involved in any Prohibited Conduct;

(iii) notify the other party immediately about any information indicating the occurrence of a Prohibited Conduct that could be attributed to the SELLER or to the BUYER;

For the purposes of this section, “Prohibited Conduct” means any action of:

(i) payment or provision of;

(ii) authorization to pay or to provide, or

(iii) offer or promise payment of money or any other thing of value, to any Prohibited Recipient, in order to induce the Prohibited Recipient to perform or omit an action that violates

the legal obligations of the Prohibited Recipient with the purpose of directly or indirectly benefiting the SELLER or the BUYER.

For purposes of this section, “Prohibited Recipient” means

(i) An official or employee of:

(a) a Government entity, whether national, regional or departmental, of an agency or company of owned or controlled by the Government,

(b) a political party, or

(c) an international public organization;

(ii) any person who is or acts as a government authority, for or in representation of any of the organizations mentioned in the previous sub-clause (i); and

(iii) any candidate to a government position

13.3 Upon request by one of the parties, the other party must provide a formal certification regarding the continued accuracy of its statements and stipulations regarding compliance with the obligations established in Sections 1 and 2 above.

Despite any provision to the contrary contained in this agreement, the parties accept that in the event that they violate any of these statements and stipulations or any of such obligations, the other party will have the right to deem this agreement terminated immediately, with no need of a prior court ruling and without any legal liability on its part.

14. CLAUSE FOURTEEN: GUARANTEES OF FULFILLMENT OF THE AGREEMENT. The Colombian companies EXPOBAN S.A., EL CONVITE S.A., CENTURIÓN S.A., RIO CEDRO S.A., AGRICOLA EL CARMEN S.A. and Agricola El Retiro S.A., all domiciled in Envigado, assert that they provide fruit to the SELLER and are knowledgeable of the terms and conditions of this banana purchase agreement, which they accept to fulfill faithfully becoming shared guarantors and joint and several surety responsible for its fulfillment with regard to the BUYER, becoming individually responsible for the payment of any amount of money that the SELLER owes the BUYER for any reason, whether unpaid balances of any nature or indemnification for damages caused by the breach of this agreement.

In witness hereof, this agreement is signed on January 25, 2008

THE SELLER:		THE BUYER:
BANANA INTERNATIONAL CORPORATION		CHIQUITA INTERNATIONAL LIMITED
FOR:	/s/ Victor Henríquez Velasquez	FOR:	/s/ James W. Parker
Name:	VICTOR HENRÍQUEZ VELASQUEZ	For:	JAMES W. PARKER
Title:	President	Title:	Vice President

THE GUARANTORS,

EXPOBAN S.A.

EL CONVITE S.A.

CENTURIÓN S.A.

RÍO CEDRO S.A.

AGRÍCOLA EL CARMEN S.A.

AGRÍCOLA EL RETIRO S.A.

For :	/s/ Jorge Alberto Cadavid Marín
Name:	JORGE ALBERTO CADAVID MARÍN
Title:	Legal Representative

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Fernando Aguirre, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chiquita Brands International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2008

/s/ Fernando Aguirre

Title: Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Jeffrey M. Zalla, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chiquita Brands International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2008

/s/ Jeffrey M. Zalla

Title: Chief Financial Officer

EX-32

Exhibit 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Chiquita Brands International, Inc. (the “company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 of the company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the company.

Dated: October 31, 2008
	/s/ Fernando Aguirre
	Name:	Fernando Aguirre
	Title:	Chief Executive Officer
Dated: October 31, 2008
	/s/ Jeffrey M. Zalla
	Name:	Jeffrey M. Zalla
	Title:	Chief Financial Officer