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 June 30, 2009

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    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 July 31, 2009, there were 44,543,538 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 six months ended June 30, 2009 and 2008	3
Condensed Consolidated Balance Sheets as of June 30, 2009, December 31, 2008 and June 30, 2008	4
Condensed Consolidated Statements of Cash Flow for the six months ended June 30, 2009 and 2008	6
Notes to Condensed Consolidated Financial Statements	7
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	39
Item 4 - Controls and Procedures	41
PART II - Other Information
Item 1 - Legal Proceedings	42
Item 4 - Submission of Matters to a Vote of Security Holders	42
Item 5 - Other Information	43
Item 6 - Exhibits	43
Signature	44

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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 June 30,						Six Months Ended June 30,
	2009			2008*			2009			2008*
Net sales	$	954,566		$	994,641		$	1,796,132		$	1,930,073
Operating expenses
Cost of sales		748,300			808,185			1,458,563			1,587,493
Selling, general and administrative		88,473			99,960			171,288			180,261
Depreciation		12,847			16,753			25,878			33,456
Amortization		2,574			2,456			5,148			4,911
Equity in earnings of investees		(10,438	)		(5,599	)		(16,201	)		(6,086	)
Relocation of European headquarters		4,139			508			9,228			823
		845,895			922,263			1,653,904			1,800,858
Operating income		108,671			72,378			142,228			129,215
Interest income		1,086			1,785			2,470			3,082
Interest expense		(15,734	)		(18,504	)		(32,006	)		(45,446	)
Other income		—			8,622			—			8,622
Income from continuing operations before income taxes		94,023			64,281			112,692			95,473
Income taxes		(5,100	)		(6,200	)		(600	)		(5,700	)
Income from continuing operations		88,923			58,081			112,092			89,773
Income from discontinued operations, net of income taxes		—			2,619			—			1,911
Net income	$	88,923		$	60,700		$	112,092		$	91,684
Earnings per common share - basic:
Continuing operations	$	2.00		$	1.34		$	2.52		$	2.08
Discontinued operations		—			0.06			—			0.04
	$	2.00		$	1.40		$	2.52		$	2.12
Earnings per common share - diluted:
Continuing operations	$	1.95		$	1.28		$	2.46		$	2.01
Discontinued operations		—			0.06			—			0.04
	$	1.95		$	1.34		$	2.46		$	2.05

* Amounts differ from those previously reported due to the adoption of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” described in Note 4.

See Notes to Condensed Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share amounts)

	June 30, 2009		December 31, 2008*		June 30, 2008*
ASSETS
Current assets:
Cash and equivalents	$	159,365	$	77,267	$	202,654
Trade receivables (less allowances of $9,723, $9,132 and $10,919)		335,745		295,681		353,587
Other receivables, net		156,585		134,667		101,320
Inventories		197,979		214,198		216,201
Prepaid expenses		30,035		41,169		37,873
Other current assets		12,014		1,794		62,984
Current assets of discontinued operations		—		—		231,766
Total current assets		891,723		764,776		1,206,385
Property, plant and equipment, net		318,159		332,445		329,302
Investments and other assets, net		132,486		131,374		175,920
Trademarks		449,085		449,085		449,085
Goodwill		175,384		175,384		552,761
Other intangible assets, net		129,973		135,121		139,141
Non-current assets of discontinued operations		—		—		105,985
Total assets	$	2,096,810	$	1,988,185	$	2,958,579

* Amounts differ from those previously reported due to the adoption of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” described in Note 4.

See Notes to Condensed Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share amounts)

	June 30, 2009			December 31, 2008*			June 30, 2008*
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes and loans payable	$	—		$	—		$	—
Current portion of long-term debt of subsidiaries		12,762			10,495			10,836
Accounts payable		288,730			294,635			365,129
Accrued liabilities		145,253			138,887			146,991
Current liabilities of discontinued operations		—			—			173,971
Total current liabilities		446,745			444,017			696,927
Long-term debt of parent company		507,432			504,158			592,303
Long-term debt of subsidiaries		175,148			182,658			187,898
Accrued pension and other employee benefits		58,038			59,154			56,028
Deferred gain – sale of shipping fleet		70,828			78,410			85,993
Deferred tax liabilities		102,795			104,359			106,974
Other liabilities		67,621			91,028			74,565
Non-current liabilities of discontinued operations		—			—			11,612
Total liabilities		1,428,607			1,463,784			1,812,300
Commitments and contingencies
Shareholders’ equity:
Common stock, $0.01 par value (44,542,792, 44,407,103 and 44,142,849 shares outstanding, respectively)		445			444			441
Capital surplus		805,204			797,779			792,872
(Accumulated deficit) retained earnings		(111,669	)		(223,761	)		196,618
Accumulated other comprehensive (loss) income of continuing operations		(25,777	)		(50,061	)		98,015
Accumulated other comprehensive income of discontinued operations		—			—			58,333
Total shareholders’ equity		668,203			524,401			1,146,279
Total liabilities and shareholders’ equity	$	2,096,810		$	1,988,185		$	2,958,579

* Amounts differ from those previously reported due to the adoption of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” described in Note 4.

See Notes to Condensed Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

(In thousands)

	Six Months Ended June 30,
	2009			2008*
Cash provided (used) by:
OPERATIONS
Net income	$	112,092		$	91,684
Income from discontinued operations		—			(1,911	)
Depreciation and amortization		31,026			38,367
Write-off of deferred financing fees		—			8,670
Amortization of discount on Convertible Notes		3,274			2,208
Equity in earnings of investees		(16,201	)		(6,086	)
Amortization of the gain on sale of the shipping fleet		(7,582	)		(7,582	)
Changes in current assets and liabilities and other		(15,942	)		(16,600	)
Operating cash flow from continuing operations		106,667			108,750
INVESTING
Capital expenditures		(22,436	)		(21,156	)
Proceeds from sales of other long-term assets		2,314			4,467
Acquisition of businesses		—			(2,000	)
Other, net		732			(977	)
Investing cash flow from continuing operations		(19,390	)		(19,666	)
FINANCING
Issuance of long-term debt		—			400,000
Repayments of long-term debt		(5,239	)		(328,753	)
Fees and other issuance costs for long-term debt		56			(19,139	)
Borrowings of notes and loans payable		38,000			57,000
Repayments of notes and loans payable		(38,000	)		(57,720	)
Proceeds from exercise of stock options/warrants		4			12,332
Financing cash flow from continuing operations		(5,179	)		63,720
Cash flow from continuing operations		82,098			152,804
DISCONTINUED OPERATIONS
Operating cash flow, net		—			(4,659	)
Investing cash flow, net		—			(336	)
Financing cash flow, net		—			(2,041	)
Cash flow from discontinued operations		—			(7,036	)
Increase in cash and equivalents		82,098			145,768
Less: Intercompany change in cash and equivalents of discontinued operations		—			(4,378	)
Increase in cash and equivalents of continuing operations		82,098			141,390
Balance at beginning of period		77,267			61,264
Balance at end of period	$	159,365		$	202,654

* Amounts differ from those previously reported due to the adoption of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” described in Note 4.

See Notes to Condensed Consolidated Financial Statements.

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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 weaker than in the first half of the year due to increased availability of competing fruits and resulting lower banana prices as well as lower consumption of salads in the fourth quarter. 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. Subsequent events have been considered through August 7, 2009, which is the date the financial statements were issued.

See Notes to Consolidated Financial Statements included in the company’s 2008 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 June 30,				Six Months Ended June 30,
(In thousands, except per share amounts)	2009		2008*		2009		2008*
Income from continuing operations	$	88,923	$	58,081	$	112,092	$	89,773
Income from discontinued operations		—		2,619		—		1,911
Net income	$	88,923	$	60,700	$	112,092	$	91,684
Weighted average common shares outstanding (used to calculate basic EPS)		44,532		43,507		44,493		43,183
Dilutive effect of warrants, stock options and other stock awards		1,003		1,744		1,009		1,567
Shares used to calculate diluted EPS		45,535		45,251		45,502		44,750
Earnings per common share - basic:
Continuing operations	$	2.00	$	1.34	$	2.52	$	2.08
Discontinued operations		—		0.06		—		0.04
	$	2.00	$	1.40	$	2.52	$	2.12
Earnings per common share - diluted:
Continuing operations	$	1.95	$	1.28	$	2.46	$	2.01
Discontinued operations		—		0.06		—		0.04
	$	1.95	$	1.34	$	2.46	$	2.05

* Amounts differ from those previously reported due to the adoption of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” described below.

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 (“Convertible Notes”) are excluded

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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 ended June 30, 2009, the effect of the Convertible Notes would have been anti-dilutive because the average trading price of the common shares was below the initial conversion price of $22.45 per share. All remaining warrants to purchase common shares at $19.23 were anti-dilutive and expired on March 19, 2009.

Note 2 – European Headquarters Relocation

During the fourth quarter of 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 had been under review with Belgian employees since April 2008, including negotiation of a collective dismissal agreement (“Social Plan”) in accordance with Belgian labor practices. The Social Plan was approved during the fourth quarter and defines the severance benefits for employees who were not eligible for relocation or elected not to relocate. Under the Social Plan, affected employees are required to continue providing services until specified termination dates in order to be eligible for a one-time termination benefit. The relocation affected approximately 100 employees and is expected to conclude in 2009. It did not affect employees in sales offices, ports and other field offices throughout Europe.

In connection with the relocation, the company expects to incur aggregate costs of approximately $19 million, including approximately $11 million of one-time termination benefits and approximately $8 million of relocation, recruiting and other costs. Expense for one-time termination benefits is accrued over each individual’s required service period. Relocation and recruiting costs are expensed as incurred. Through June 30, 2009, the company has recorded aggregate expense of $16 million, of which $11 million relates to one-time termination benefits and $5 million relates to relocation, recruiting and other costs. Other costs associated with the relocation that were incurred before the company had committed to the plan have been reclassified for comparative purposes, and totaled less than $1 million through June 30, 2008. A reconciliation of the accrual included in “Accrued liabilities” is as follows:

(In thousands)	One-Time Termination Costs			Relocation, Recruiting and Other Costs			Total
December 31, 2008	$	3,884		$	922		$	4,806
Amounts expensed		4,763			326			5,089
Amounts paid		(1,364	)		(855	)		(2,219	)
Foreign exchange		(164	)		—			(164	)
March 31, 2009	$	7,119		$	393		$	7,512
Amounts expensed		2,237			1,902			4,139
Amounts paid		(5,912	)		(1,986	)		(7,898	)
Foreign exchange		82			—			82
June 30, 2009	$	3,526		$	309		$	3,835

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Note 3 – Inventories

(In thousands)	June 30, 2009		December 31, 2008		June 30, 2008
Bananas	$	46,501	$	44,910	$	38,221
Salads		7,624		4,264		11,320
Other fresh produce		3,229		2,632		4,309
Processed food products		17,535		20,705		16,995
Growing crops		66,447		83,554		82,454
Materials, supplies and other		56,643		58,133		62,902
	$	197,979	$	214,198	$	216,201

Note 4 – Debt

Debt consists of the following:

(In thousands)	June 30, 2009			December 31, 2008*			June 30, 2008*
Parent company:
7 1/2% Senior Notes due 2014	$	195,328		$	195,328		$	250,000
8 7/8% Senior Notes due 2015		188,445			188,445			225,000
4.25% Convertible Senior Notes due 2016		123,659			120,385			117,303
Long-term debt of parent company		507,432			504,158			592,303
Subsidiaries:
Credit Facility Revolver		—			—			—
Credit Facility Term Loan		187,500			192,500			197,500
Other loans		410			653			1,234
Less current portion		(12,762	)		(10,495	)		(10,836	)
Long-term debt of subsidiaries		175,148			182,658			187,898
Total long-term debt	$	682,580		$	686,816		$	780,201

* Amounts differ from those previously reported due to the adoption of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” described below.

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 issuance provided approximately $194 million in net proceeds, which were used to repay subsidiary debt. Interest on the Convertible Notes is 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 company’s 7 ¹/2% Senior Notes and 8 ⁷/8% Senior Notes (the “Senior Notes”).

The Convertible Notes are convertible at an initial conversion rate of 44.5524 shares of common stock per $1,000 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

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common stock. Holders of the Convertible Notes may tender their notes for conversion between May 15 and August 14, 2016, without limitation. Prior to May 15, 2016, holders of the Convertible Notes may tender the notes for conversion only under certain circumstances, in accordance with their terms.

Upon conversion, the Convertible Notes may be settled in shares, in cash or in 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 with 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.

Beginning February 19, 2014, CBII may call the Convertible Notes for redemption under certain circumstances relating to the company’s common stock trading price.

CHANGE IN METHOD OF ACCOUNTING FOR CONVERTIBLE NOTES

On January 1, 2009, the company adopted FASB Staff Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” which required a retrospective change in the accounting method for the company’s Convertible Notes. Prior periods have been adjusted to reflect this change.

FSP No. APB 14-1 requires convertible debt to be accounted for as two components: (i) a debt component included in “Long-term debt of parent company” recorded at the estimated fair value upon issuance of a similar straight-debt instrument without the debt-for-equity conversion feature; and (ii) an equity component included in “Capital surplus” representing the estimated fair value of the conversion feature upon issuance. This separation of the debt and equity components results in a discounted carrying value of the debt component compared to the principal. This discount is then accreted to the carrying value of the debt component through interest expense over the expected life of the debt using the effective interest rate method, which in the case of the Convertible Notes is through the maturity date in 2016.

The carrying amounts of the debt and equity components of the Convertible Notes, after the retrospective application of the new accounting standard, were as follows:

(In thousands)	June 30, 2009			December 31, 2008			June 30, 2008
Principal amount of debt component1	$	200,000		$	200,000		$	200,000
Unamortized discount		(76,341	)		(79,615	)		(82,697	)
Net carrying amount of debt component	$	123,659		$	120,385		$	117,303
Equity component	$	84,904		$	84,904		$	84,904
Issuance costs and income taxes		(3,210	)		(3,210	)		(3,210	)
Equity component, net of issuance costs and income taxes	$	81,694		$	81,694		$	81,694

¹ As of June 30, 2009, the Convertible Notes’ “if-converted” value did not exceed their principal amount.

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The interest expense related to the Convertible Notes was as follows:

	Quarter Ended June 30,					Six Months Ended June 30,
(In thousands)	2009		2008			2009		2008
4.25% coupon interest	$	2,125	$	2,125		$	4,250	$	3,258
Amortization of deferred financing fees		124		214			247		322
Retrospective effect of allocating deferred financing fees to the equity component		—		(91	)		—		(137	)
Amortization of discount on the debt component		1,661		1,471			3,274		2,208
Total interest expense related to the Convertible Notes	$	3,910	$	3,719		$	7,771	$	5,651

To estimate the fair value of the debt component of the Convertible Notes on the date of issuance, the company discounted the principal balance to result in an effective interest rate of 12.50%, which was the estimated interest rate required for the company to have issued a similar straight-debt instrument without the debt-for-equity conversion feature on the date the Convertible Notes were issued. The fair value of the equity component was estimated as the difference between the full principal amount and the estimated fair value of the debt component, net of an allocation of issuance costs and income tax effects. These fair value estimates are Level 3 measurements (described in Note 6) and will be reconsidered in the event that any of the Convertible Notes are converted. The effective interest rate on the debt component for each of the quarters ended June 30, 2009 and 2008 was 12.50%.

The effect of the retrospective application of FSP No. APB 14-1 is as follows:

Income Statement Data:

	Quarter Ended June 30, 2008							Six Months Ended June 30, 2008
(In thousands, except per share amounts)	Previously Reported		FSP No. APB 14-1 Impact			As Adjusted		Previously Reported		FSP No. APB 14-1 Impact			As Adjusted
Interest expense	$	17,123	$	1,381		$	18,504	$	43,375	$	2,071		$	45,446
Income from continuing operations		59,462		(1,381	)		58,081		91,844		(2,071	)		89,773
Net income		62,081		(1,381	)		60,700		93,755		(2,071	)		91,684
Earnings per common share - basic:
Continuing operations	$	1.37	$	(0.03	)	$	1.34	$	2.13	$	(0.05	)	$	2.08
Discontinued operations		0.06		—			0.06		0.04		—			0.04
	$	1.43	$	(0.03	)	$	1.40	$	2.17	$	(0.05	)	$	2.12
Earnings per common share - diluted:
Continuing operations	$	1.31	$	(0.03	)	$	1.28	$	2.06	$	(0.05	)	$	2.01
Discontinued operations		0.06		—			0.06		0.04		—			0.04
	$	1.37	$	(0.03	)	$	1.34	$	2.10	$	(0.05	)	$	2.05

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Balance Sheet Data:

	December 31, 2008									June 30, 2008
(In thousands)	Previously Reported			FSP No. APB 14-1 Impact			As Adjusted			Previously Reported		FSP No. APB 14-1 Impact			As Adjusted
Investments and other assets, net	$	134,150		$	(2,776	)	$	131,374		$	178,879	$	(2,959	)	$	175,920
Total assets		1,990,961			(2,776	)		1,988,185			2,961,538		(2,959	)		2,958,579
Long-term debt of parent company		583,773			(79,615	)		504,158			675,000		(82,697	)		592,303
Deferred tax liability		104,244			115			104,359			106,859		115			106,974
Total liabilities		1,543,284			(79,500	)		1,463,784			1,894,882		(82,582	)		1,812,300
Capital surplus		716,085			81,694			797,779			711,178		81,694			792,872
Retained earnings (accumulated deficit)		(218,791	)		(4,970	)		(223,761	)		198,689		(2,071	)		196,618
Total shareholders’ equity		447,677			76,724			524,401			1,066,656		79,623			1,146,279

CREDIT FACILITY

On March 31, 2008, Chiquita Brands L.L.C. (“CBL”), the main operating subsidiary of CBII, entered into a six-year, $350 million senior secured credit facility (“Credit Facility”) with a syndicate of bank lenders that replaced the remaining portions of a prior credit facility. At inception, the 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 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. At June 30, 2009, the company was in compliance with the financial covenants of the Credit Facility.

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%. Through September 2008, the terms of the Credit Facility set the interest rate for the Term Loan at LIBOR plus 4.25%. The interest rate was 4.31%, 5.95% and 6.75%, at June 30, 2009, December 31, 2008 and June 30, 2008, respectively. The Term Loan requires quarterly principal repayments of $2.5 million through March 31, 2010 and quarterly principal repayments of $5.0 million thereafter for the life of the loan, with any remaining balance to be paid upon maturity at March 31, 2014. Borrowings under the Term Loan were used to extinguish the prior credit facility, including the $47 million balance of the prior revolving credit facility.

The Revolver also 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). During the first quarter of 2009, the company borrowed $38 million under the Revolver for seasonal working capital needs, which was fully repaid in the second quarter. The company is required to pay a fee of 0.50% per annum on the daily unused portion of the Revolver. 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 June 30, 2009, there were no borrowings under the Revolver, and approximately $22 million of credit availability was used to support issued letters of credit, leaving approximately $128 million of availability; there were no borrowings under the Revolver at December 31, 2008 or June 30, 2008. Based on the company’s June 30, 2009 leverage ratio, the borrowing rate for the Revolver would be either the Base Rate plus 2.00% or LIBOR plus 3.00%.

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.

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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. At June 30, 2009, 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 that the net proceeds of significant asset sales be used within 180 days to prepay outstanding amounts, unless those proceeds are reinvested in the company’s business.

Note 5 – Hedging

Derivative instruments are recognized at fair value in the Condensed Consolidated Balance Sheets. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of “Accumulated other comprehensive income of continuing operations” and reclassified into net income in the same period during which the hedged transaction affects net income. Gains and losses on the derivative representing hedge ineffectiveness are recognized in net income currently. See further information regarding fair value measurements of derivatives in Note 6.

The company purchases euro put option contracts to hedge its risks associated with euro exchange rate movements, primarily to reduce the negative cash flow and earnings impact that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars. Purchased euro put options, which require an upfront premium payment, can reduce the negative cash flow and earnings impact of a significant future decline in the value of the euro, without limiting the benefit received from a stronger euro. Foreign currency hedging costs charged to the Condensed Consolidated Statements of Income reduce any favorable impact of the exchange rate on U.S. dollar realizations of euro-denominated sales. These purchased euro put options are designated as cash flow hedging instruments. At June 30, 2009, unrealized net gains of $3 million on the company’s purchased euro put options were deferred in “Accumulated other comprehensive income of continuing operations,” which are expected to be reclassified to net income in the next twelve months.

Most of the company’s foreign operations use the U.S. dollar as their functional currency. As a result, balance sheet translation adjustments due to currency fluctuations are recognized currently in “Cost of sales” in the Condensed Consolidated Statements of Income. To minimize the resulting volatility, the company also enters into 30-day euro forward contracts each month to economically hedge the net monetary assets exposed to euro exchange rates. These 30-day euro forward contracts are not designated as hedging instruments, and gains and losses on these forward contracts are recognized currently in “Cost of sales” in the Condensed Consolidated Statements of Income. In the second quarter of 2009, the company recognized $8 million of losses on 30-day euro forward contracts, and $7 million of income from fluctuations in the value of the net monetary assets exposed to euro exchange rates. For the six months ended June 30, 2009, the company recognized $3 million of losses on 30-day euro forward contracts, and $1 million of income from fluctuations in the value of the net monetary assets exposed to euro exchange rates.

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The company also enters into bunker fuel forward 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 being chartered back under long-term leases. These bunker fuel forward contracts are designated as cash flow hedging instruments. Unrealized losses of $19 million on the bunker fuel forward contracts were deferred in “Accumulated other comprehensive income of continuing operations” at June 30, 2009, of which $4 million is expected to be reclassified to net income during the next twelve months.

At June 30, 2009, the company’s portfolio of derivatives consisted of the following:

	Notional		Average			Settlement
	Amount		Rate/Price			Period
Derivatives designated as hedging instruments:
Currency derivatives:
Purchased euro put options	€	148 million	$	1.41/	€	2009
Purchased euro put options	€	165 million	$	1.39/	€	2010
Fuel derivatives:
3.5% Rotterdam Barge:
Bunker fuel forward contracts		94,518 mt	$	346/mt		2009
Bunker fuel forward contracts		185,765 mt	$	474/mt		2010
Bunker fuel forward contracts		185,233 mt	$	434/mt		2011
Singapore/New York Harbor:
Bunker fuel forward contracts		21,882 mt	$	377/mt		2009
Bunker fuel forward contracts		47,993 mt	$	506/mt		2010
Bunker fuel forward contracts		48,719 mt	$	460/mt		2011
Derivatives not designated as hedging instruments:
30-day euro forward contracts	€	95 million	$	1.40/	€	July 2009

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Activity related to the company’s derivative assets and liabilities designated as hedging instruments is as follows:

	Purchased			Bunker Fuel
	Euro Put			Forward
(In thousands)	Options			Contracts
Balance at December 31, 2008	$	47,239		$	(79,002	)
Realized (gains) losses included in net income		(5,893	)		7,039
Purchases1		—			—
Changes in fair value		3,825			5,655
Balance at March 31, 2009	$	45,171		$	(66,308	)
Realized (gains) losses included in net income		1,611			1,755
Purchases1		—			—
Changes in fair value		(28,214	)		45,403
Balance at June 30, 2009	$	18,568		$	(19,150	)

¹ Purchases represent the cash premiums paid upon the purchase of euro put options. Bunker fuel forward contracts require no up-front cash payment and have an initial fair value of zero; instead any gain or loss on the forward contracts (swaps) is settled in cash upon the maturity of the forward contracts.

The following table summarizes the fair values of the company’s derivative instruments on a gross basis and the location of these instruments on the Condensed Consolidated Balance Sheet at June 30, 2009. To the extent derivatives in an asset position and derivatives in a liability position are with the same counterparty, they are netted in the Condensed Consolidated Balance Sheets because the company enters into master netting arrangements with each of its hedging partners.

	Derivatives			Derivatives
	in an Asset Position			in a Liability Position
	Balance			Balance
	Sheet	June 30,		Sheet	June 30,
(In thousands)	Location	2009		Location	2009
Derivatives designated as hedging instruments:
Purchased euro put options	Other current assets	$	15,672		$	—
Purchased euro put options	Other liabilities		2,896			—
Bunker fuel forward contracts			—	Other current assets		3,658
Bunker fuel forward contracts			—	Other liabilities		15,492
			18,568			19,150
Derivatives not designated as hedging instruments:
30-day euro forward contracts			—	Accrued liabilities		366
Total derivatives		$	18,568		$	19,516

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The following table summarizes the effect of the company’s derivatives designated as cash flow hedging instruments on OCI and earnings:

	Quarter Ended									Six Months Ended
	June 30, 2009									June 30, 2009
				Bunker									Bunker
	Purchased			Fuel						Purchased			Fuel
	Euro Put			Forward			Total			Euro Put			Forward			Total
(In thousands)	Options			Contracts			Impact			Options			Contracts			Impact
Gain (loss) recognized in OCI on derivative (effective portion)	$	(20,800	)	$	44,259		$	23,459		$	(13,913	)	$	49,505		$	35,592
Gain (loss) reclassified from accumulated OCI into income (effective portion)1		1,260			(1,755	)		(495	)		9,225			(8,794	)		431
Gain (loss) recognized in income on derivative (ineffective portion)2		—			1,144			1,144			—			1,553			1,553

¹ Gain (loss) reclassified from accumulated OCI into income (effective portion) is included in “Net sales” for purchased euro put options and “Cost of sales” for bunker fuel forward contracts.

² Gain (loss) recognized in income on derivative (ineffective portion) , if any, is included in “Net sales” for purchased euro put options and “Cost of sales” for bunker fuel forward contracts.

Note 6 – Fair Value Measurements

The company adopted SFAS No. 157, “Fair Value Measurements,” on January 1, 2008. 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.

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At June 30, 2009, the company carried the following financial assets and liabilities at fair value:

				Fair Value Measurements Using
				Quoted Prices		Significant
	Carrying Value			in Active		Other
	and			Markets for		Observable			Unobservable
	Fair Value			Identical Assets		Inputs			Inputs
(In thousands)	June 30, 2009			(Level 1)		(Level 2)			(Level 3)
Purchased euro put options	$	18,568		$	—	$	18,568		$	—
Bunker fuel forward contracts		(19,150	)		—		—			(19,150	)
30-day euro forward contracts		(366	)		—		(366	)		—
Available-for-sale investment		3,242			3,242		—			—
	$	2,294		$	3,242	$	18,202		$	(19,150	)

At December 31, 2008, the company carried the following financial assets and liabilities at fair value:

				Fair Value Measurements Using
				Quoted Prices		Significant
	Carrying Value			in Active		Other
	and			Markets for		Observable		Unobservable
	Fair Value			Identical Assets		Inputs		Inputs
(In thousands)	Dec. 31, 2008			(Level 1)		(Level 2)		(Level 3)
Purchased euro put options	$	47,239		$	—	$	47,239	$	—
Bunker fuel forward contracts		(79,002	)		—		—		(79,002	)
30-day euro forward contracts		1,832			—		1,832		—
Available-for-sale investment		3,199			3,199		—		—
	$	(26,732	)	$	3,199	$	49,071	$	(79,002	)

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

				Fair Value Measurements Using
				Quoted Prices		Significant
	Carrying Value			in Active		Other
	and			Markets for		Observable			Unobservable
	Fair Value			Identical Assets		Inputs			Inputs
(In thousands)	June 30, 2008			(Level 1)		(Level 2)			(Level 3)
Purchased euro put options	$	1,828		$	—	$	1,828		$	—
Bunker fuel forward contracts		110,444			—		110,444			—
30-day euro forward contracts		(199	)		—		(199	)		—
Available-for-sale investment		3,187			3,187		—			—
	$	115,260		$	3,187	$	112,073		$	—

The company values fuel hedging positions by applying an observable discount rate to the current forward prices 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. SFAS No. 157 requires the consideration of non-performance risk when valuing derivative instruments. The company includes an adjustment for non-performance risk in the recognized measure of fair value of derivative instruments. The adjustment reflects the full credit default spread (“CDS”) applied to a net exposure by counterparty. The company uses its counterparty’s CDS for a net asset position, which is generally an observable input, and its own estimated CDS for a net liability position, which is an unobservable input. Therefore, when purchased euro put options or bunker fuel forward contracts are

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assets, they are generally a Level 2 measurement, and when they are liabilities, they are generally a Level 3 measurement. CDS is not significant to the fair value measurement of 30-day euro forward contracts. At June 30, 2009, the company’s adjustment for non-performance risk (relative to a measure based on unadjusted LIBOR), reduced the company’s derivative assets for purchased euro put options by less than $1 million and reduced the derivative liabilities for bunker fuel forward contracts by approximately $1 million. See further discussion and tabular disclosure of hedging activity in Note 5.

The company did not elect to carry its debt at fair value under the provision of SFAS No. 159, “Fair Value Option for Financial Assets and Liabilities.” The carrying values and estimated fair values of the company’s debt are summarized below:

	June 30, 2009						December 31, 2008
	Carrying			Estimated			Carrying			Estimated
(Assets (liabilities), in thousands)	value			fair value			value			fair value
Financial instruments not carried at fair value:
Parent company debt:
7 1/2% Senior Notes	$	(195,328	)	$	(170,000	)	$	(195,328	)	$	(133,000	)
8 7/8% Senior Notes		(188,445	)		(164,000	)		(188,445	)		(126,000	)
4.25% Convertible Senior Notes1		(123,659	)		(138,000	)		(120,385	)		(154,000	)
Subsidiary debt:
Term Loan (Credit Facility)		(187,500	)		(165,000	)		(192,500	)		(150,000	)
Other		(410	)		(400	)		(653	)		(600	)

¹ The principal amount of the Convertible Notes is $200 million. The carrying amount of the Convertible Notes is less than the principal amount due to the adoption of FSP No. APB 14-1, as described in Note 4.

The fair value of the parent company debt is based on quoted market prices (Level 1). The term loan may be traded on the secondary loan market, and the fair value of the term loan is based on the last available trading price, if recent, or trading prices of comparable debt (Level 3).

In February 2008, the Financial Accounting Standards Board (“FASB”) issued 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, the company adopted SFAS No. 157 for financial assets and financial liabilities effective January 1, 2008 and adopted the remaining provisions of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities on January 1, 2009. Fair value measurements of nonfinancial assets and nonfinancial liabilities are primarily used in goodwill and other intangible asset impairment analyses and in the valuation of assets held for sale. The company reviews goodwill and trademarks for impairment annually, during each fourth quarter, or as circumstances indicate the possibility of impairment.

From October 2008 through April 2009, the FASB issued several new accounting pronouncements related to fair value including: FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active”; FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”; FSP No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”; and FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” These FSPs do not have a material impact on the company’s Condensed Consolidated Financial Statements.

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Note 7 – 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 June 30,						Six Months Ended June 30,
(In thousands)	2009			2008			2009			2008
Defined benefit and severance plans:
Service cost	$	1,076		$	1,574		$	2,534		$	3,146
Interest on projected benefit obligation		1,665			1,195			2,865			2,388
Expected return on plan assets		(408	)		(506	)		(847	)		(1,011	)
Recognized actuarial loss		(228	)		157			(62	)		314
Amortization of prior service cost		48			17			64			33
	$	2,153		$	2,437		$	4,554		$	4,870

Note 8 – 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 and due to the seasonality of the business. The company has not historically generated U.S. federal taxable income on an annual basis; however, the company did generate U.S. federal taxable income for the quarter and six months ended June 30, 2009 and 2008, which was fully offset by the utilization of net operating loss carryforwards (“NOLs”). Even though NOLs have been utilized in these interim periods, the company’s remaining NOLs continue to have full valuation allowances. 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 those earnings have been or are expected to be permanently invested in foreign operating assets.

Income tax expense includes $1 million in benefits due to the resolution of tax contingencies in various jurisdictions for the each of second quarters of 2009 and 2008. Income tax expense includes $8 million in benefits from the resolution of tax contingencies and the sale of the company’s operations in the Ivory Coast for the six months ended June 30, 2009 and $6 million in benefits from the resolution of tax contingencies for the six months ended June 30, 2008.

FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes,” prescribes the minimum recognition threshold an uncertain 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, and disclosure. At June 30, 2009, the company had unrecognized tax benefits of approximately $17 million, of which $14 million, if recognized, will impact the company’s effective tax rate. Interest and penalties included in income taxes were less than $1 million and $1 million for the quarters ended June 30, 2009 and 2008, respectively, and $1 million for each of the six-month periods ended June 30, 2009 and 2008, respectively. The cumulative interest and penalties included in the Condensed Consolidated Balance Sheet at June 30, 2009 were $10 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 $4 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 less than $1 million plus accrued interest and penalties could also be recognized. The timing of the resolution of these audits is uncertain but has a reasonable possibility of occurring within the next twelve months.

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Note 9 – Stock-Based Compensation

Stock compensation expense totaled $5 million and $2 million for the second quarters of 2009 and 2008, respectively, and $8 million and $5 million for the six months ended June 30, 2009 and 2008, respectively. This expense relates primarily to restricted stock unit awards and the company’s Long-Term Incentive Program.

Note 10 – Shareholders’ Equity

See Note 4 to the Condensed Consolidated Financial Statements for a description of the company’s retrospective adoption of FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” and its impact on “Capital surplus” and “Retained earnings.”

The activity and balances of shareholders’ equity for the first and second quarters of 2009 and 2008, respectively, were as follows:

						(Accum.			Accum.			Accum.		Total
						deficit)			OCI of			OCI of		share-
	Common		Capital			Retained			continuing			discontinued		holders’
(In thousands)	stock		surplus			earnings			operations			operations		equity
DECEMBER 31, 2008	$	444	$	716,085		$	(218,791	)	$	(50,061	)	$	—	$	447,677
Adoption of FSP No. APB 14-1		—		81,694			(4,970	)		—			—		76,724
December 31, 2008 as adjusted		444		797,779			(223,761	)		(50,061	)		—		524,401
Net income		—		—			23,169			—			—		23,169
Realization of cumulative translation adjustments into net income from OCI resulting from the sale of operations in the Ivory Coast		—		—			—			(11,040	)		—		(11,040	)
Unrealized translation loss		—		—			—			(691	)		—		(691	)
Change in fair value of available-for-sale investment		—		—			—			(379	)		—		(379	)
Change in fair value of derivatives		—		—			—			12,133			—		12,133
Gains reclassified from OCI into net income		—		—			—			(926	)		—		(926	)
Pension liability adjustment		—		—			—			192			—		192
Comprehensive income															22,458
Exercises of warrants		—		4			—			—			—		4
Stock-based compensation		1		3,427			—			—			—		3,428
Shares withheld for taxes		—		(226	)		—			—			—		(226	)
MARCH 31, 2009	$	445	$	800,984		$	(200,592	)	$	(50,772	)	$	—	$	550,065
Net income		—		—			88,923			—			—		88,923
Unrealized translation gain		—		—			—			88			—		88
Change in fair value of available-for-sale investment		—		—			—			423			—		423
Change in fair value of derivatives		—		—			—			23,459			—		23,459
Losses reclassified from OCI into net income		—		—			—			495			—		495
Pension liability adjustment		—		—			—			530			—		530
Comprehensive income															113,918
Stock-based compensation		—		4,220			—			—			—		4,220
JUNE 30, 2009	$	445	$	805,204		$	(111,669	)	$	(25,777	)	$	—	$	668,203

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						(Accum.		Accum.			Accum.		Total
						deficit)		OCI of			OCI of		share-
	Common		Capital			Retained		continuing			discontinued		holders’
(In thousands)	stock		surplus			earnings		operations			operations		equity
DECEMBER 31, 2007	$	427	$	695,647		$	104,934	$	45,285		$	49,180	$	895,473
Net income		—		—			30,984		—			—		30,984
Unrealized translation gain		—		—			—		925			8,637		9,562
Change in fair value of available-for-sale investment		—		—			—		(2,455	)		—		(2,455	)
Change in fair value of derivatives		—		—			—		(6,924	)		—		(6,924	)
Gains reclassified from OCI into net income		—		—			—		(1,901	)		—		(1,901	)
Pension liability adjustment		—		—			—		(597	)		480		(117	)
Comprehensive income														29,149
Issuance of Convertible Notes, net		—		81,694			—		—			—		81,694
Exercises of stock options and warrants		4		6,353			—		—			—		6,357
Stock-based compensation		1		2,303			—		—			—		2,304
Shares withheld for taxes		—		(974	)		—		—			—		(974	)
MARCH 31, 2008	$	432	$	785,023		$	135,918	$	34,333		$	58,297	$	1,014,003
Net income		—		—			60,700		—			—		60,700
Unrealized translation gain		—		—			—		369			22		391
Change in fair value of available-for-sale investment		—		—			—		(870	)		—		(870	)
Change in fair value of derivatives		—		—			—		61,839			—		61,839
Losses reclassified from OCI into net income		—		—			—		2,171			—		2,171
Pension liability adjustment		—		—			—		173			14		187
Comprehensive income														124,418
Exercises of stock options and warrants		8		5,967			—		—			—		5,975
Stock-based compensation		1		2,287			—		—			—		2,288
Shares withheld for taxes		—		(405	)		—		—			—		(405	)
JUNE 30, 2008	$	441	$	792,872		$	196,618	$	98,015		$	58,333	$	1,146,279

Note 11 – Segment Information

The company reports 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 products, 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.

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The company does not allocate certain corporate expenses to the reportable segments; these expenses are included in “Corporate” or “Relocation of European headquarters.” Intercompany transactions between segments are eliminated.

Financial information for each segment follows:

	Quarter Ended June 30,						Six Months Ended June 30,
(In thousands)	2009			2008			2009			2008
Net sales:
Bananas	$	556,621		$	562,702		$	1,041,692		$	1,090,812
Salads and Healthy Snacks		304,966			350,463			586,165			685,267
Other Produce		92,979			81,476			168,275			153,994
	$	954,566		$	994,641		$	1,796,132		$	1,930,073
Operating income (loss):
Bananas	$	95,765		$	88,957		$	139,621		$	149,767
Salads and Healthy Snacks		29,722			(5,861	)		42,774			(2,226	)
Other Produce		5,081			4,512			7,254			7,942
Corporate		(17,758	)		(14,722	)		(38,193	)		(25,445	)
Relocation of European headquarters		(4,139	)		(508	)		(9,228	)		(823	)
	$	108,671		$	72,378		$	142,228		$	129,215

Note 12 – Commitments and Contingencies

The company had accruals in the Condensed Consolidated Balance Sheets of $15 million at June 30, 2009 and December 31, 2008 and $20 million at June 30, 2008 related to the plea agreement with the U.S. Department of Justice described below. As of June 30, 2009, the company determined that losses from the other contingent liabilities described below, while they may be material, are not probable and, therefore, no other amounts have been accrued.

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 June 30, 2009, $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. Interest is payable with the final payment.

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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 over 900 alleged victims in the five suits; plaintiffs’ counsel have indicated that they intend to assert additional claims in the future. 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 several hundred 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. The company has filed motions to dismiss all of these tort lawsuits.

In March 2008, an additional tort lawsuit was filed against the company in the U.S. District Court for the Southern District of Florida. In March 2009, a substantially similar lawsuit was filed against the company in the U.S. District Court for the District of Columbia, and in May 2009, the Judicial Panel on Multidistrict Litigation centralized this lawsuit in the Southern District of Florida with the other similar cases pending in that District. The plaintiffs in both lawsuits are American citizens who allege that they are the survivors of American nationals kidnapped and killed by an armed group in Colombia during the 1990s. Similar to the five Alien Tort Statute lawsuits described above, 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 these cases assert civil claims under the Antiterrorism Act, 18 U.S.C. § 2331, et seq., and state tort laws. The suits seek 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. The company has filed motions to dismiss both of these lawsuits.

The company maintains general liability insurance policies that should provide coverage for the types of costs involved in defending the tort lawsuits described above, but to date, its primary insurers have not paid such costs. The primary general liability insurers have disputed their obligation to do so in whole or in part. One primary insurer is insolvent. In September 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 these costs. In December 2008, the three primary insurers sued by the company filed a third-party claim against a fourth primary insurer of Chiquita. That insurer responded by filing a counterclaim against those three insurers, and a declaratory relief claim against the company. In December 2008, the company also filed a motion for partial summary judgment against the three insurers sued by the company, which seeks to establish immediately the obligation of those insurers to reimburse past and future defense expenses. In February 2009, the company filed a similar motion against the fourth primary general liability insurer. The insurers filed cross-motions for summary judgment in May 2009. There can be no assurance that any claims under the applicable policies will result in insurance recoveries.

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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 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. 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 February 2008, the Ohio state court derivative lawsuit was stayed, pending progress of the federal derivative proceedings. In March 2009, the plaintiff in the Ohio state court action moved to modify the stay so as to permit discovery. In June 2009, the motion was denied without prejudice.

In April 2008, the remaining claims against Ernst & Young LLP in the New Jersey state court were also dismissed without prejudice. The plaintiff appealed only as to Ernst & Young LLP, and the appeal was dismissed. In February 2009, the plaintiff filed a petition seeking permission to appeal to the New Jersey Supreme Court; the petition was denied in May 2009.

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 SLC retained independent legal counsel to assist with its investigation. After an investigation that included 70 interviews of 53 witnesses and the review of over 750,000 pages of documents, the SLC determined, in the exercise of its business judgment, that it is not in the best interests of the company or its shareholders to continue legal action on any of the claims asserted against the current and former officers and directors. To this end, on February 25, 2009 the SLC filed with the United States District Court for the Southern District of Florida a report containing its factual findings and determinations and a motion to dismiss the consolidated federal derivative cases. The SLC is in the process of reviewing improvements to the company’s compliance program that have previously been made, in order to determine whether any further enhancements are necessary. The SLC plaintiffs’ counsel in these derivative lawsuits have engaged in settlement discussions, but there can be no assurance that a settlement will be reached and no settlement amount can be estimated.

Colombia Investigation. The Colombian Attorney General’s Office is conducting an investigation into payments made by companies in the banana and other industries to paramilitary groups in Colombia. Included within the scope of the investigation are the payments that were the subject of the company’s March 2007 plea agreement with the DOJ, described above. 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 €27 million ($38 million), plus interest to date currently estimated at

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approximately €19 million ($27 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 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. Chiquita Italia believes it has meritorious defenses against this claim. In addition, the company does not expect that any liability which could arise from this claim would significantly increase the company’s potential liability described above; any such liability would be offset to the extent of any amounts that might be owing upon final judgment 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 €5 million plus interest. 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 million plus interest. In April 2008, the customs authorities appealed this decision. In March 2009, the appellate court reversed the decision of the lower court. Chiquita Italia filed an appeal with the Court of Cassation (highest level of appeal in Italy) in July 2009. 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. A fourth case has been submitted to the court of first instance in Aosta, relating to a claim of €2 million plus interest. The Aosta and Trento cases have been stayed pending the resolution of a case brought by Socoba in the court of first instance of Rome on the issue of whether the licenses used by Socoba should be regarded as genuine in view of the apparent inability to distinguish between genuine and forged licenses. Chiquita Italia is also seeking a stay of the Genoa case pending a decision in the Rome case. Chiquita believes it has meritorious defenses against all of these claims. No other civil proceedings have been filed in other jurisdictions, and counsel does not consider it likely that similar additional claims will be made, as these would be time-barred.

Under Italian law, the amounts due in respect of the Trento and Alessandria cases have become due and payable notwithstanding the pending appeals. Chiquita Italia agreed with the Italian authorities that it would pay €7 million ($10 million), including interest, in 36 monthly installments which began in March 2009. Chiquita Italia may also be required to pay €13 million ($18 million), including interest, in respect of the Genoa case, although it will seek suspension of these payments. If Chiquita Italia ultimately prevails in its appeals, any amounts paid would be reimbursed with interest.

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. 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 holders 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

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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.

EUROPEAN COMPETITION LAW INVESTIGATIONS

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.

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 continues to cooperate with that investigation, which could continue through 2009, under the terms of the EC’s previous grant of conditional immunity. Conditional immunity from fines that could otherwise be imposed as a result of the investigation was granted at the commencement of the 2005 investigation subject to certain conditions, including continuing cooperation and other requirements. However, if the EC were to determine that the company had not complied with the conditions for immunity, a matter which the EC will review as part of its investigation, 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. In March 2008, the company received a favorable decision from the court of second instance in Rome, Italy for the refund of additional consumption taxes paid between 1980 and 1990. The Italian Finance Administration’s right to appeal this decision expired in May 2009. The Italian Finance Administration has not yet agreed to pay the amount due, which is approximately $5 million, or $3 million net of tax. The refund will be recognized as “Other income” when any refund is received. 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 and the March 2008 Rome rulings have no binding effect on the claims in other jurisdictions, which may take years to resolve.

Regardless of their outcomes, the company has paid, and will likely continue to incur, significant legal and other fees to defend itself in these and other proceedings, particularly those described above under “Colombia Related Matters,” “Italian Customs Cases” and “European Competition Law Investigations.” These costs may have a significant impact on the company’s financial statements.

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Note 13 – Divestitures and Discontinued Operations

SALE OF IVORY COAST OPERATIONS

In January 2009, the company sold its operations in the Ivory Coast. The sale resulted in a pre-tax gain, including realization of $11 million of cumulative translation gains, of approximately $4 million included in “Cost of sales.” Income tax benefits of approximately $4 million were recognized in the first quarter of 2009 related to these operations.

DISCONTINUED OPERATIONS

In August 2008, the company sold its subsidiary, Atlanta AG, 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 net gain on the sale of less than $1 million and a $2 million income tax benefit to continuing operations from the reversal of certain valuation allowances.

Beginning in the second quarter of 2008, the company reported the Atlanta operations as discontinued operations. 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.

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 changed the accounting treatment for convertible debt instruments that may be settled wholly or partly with cash, and is applicable to the company’s Convertible Notes issued in February 2008. See Note 4 for further discussion of this adoption.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a Replacement of FASB Statement No. 162.” SFAS No. 168 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009 and, while it affects references to accounting standards, it will not have a material impact on the Condensed Consolidated Financial Statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 amends the evaluation criteria to identify the primary beneficiary of a variable interest entity included in FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities—An Interpretation of ARB No. 51.” Additionally, SFAS No. 167 requires ongoing reassessments of whether an enterprise is the primary beneficiary of the variable interest entity. SFAS No. 167 is effective for annual reporting periods that begin after November 15, 2009 and interim periods within those fiscal years. The company is currently assessing the impact of SFAS No. 167 on its Condensed Consolidated Financial Statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events.” SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. SFAS No. 165 is effective prospectively for interim and annual periods ending after June 15, 2009 and did not have a material impact on the Condensed Consolidated Financial Statements.

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In April 2009, the FASB issued FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.” FSP No. FAS 141(R)-1 amends and clarifies FASB Statement No. 141(R), to address application issues raised on initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. FSP No. FAS 141(R)-1 is effective for the first annual reporting period on or after December 31, 2008. The impact of FSP No. FAS 141(R)-1 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 the future.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosure about Postretirement Benefit Plan Assets.” FSP No. FAS 132(R)-1 expands annual disclosure about plan assets of a defined benefit pension or other postretirement plan. FSP No. FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. The company is currently assessing the impact of FSP No. FAS 132(R)-1 on its Condensed Consolidated Financial Statements.

In November 2008, the Emerging Issues Task Force issued EITF No. 08-6, “Equity Method Investment Accounting Considerations,” which clarifies accounting for certain transactions and impairment considerations involving equity-method investments. EITF No. 08-6 is effective prospectively for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. Any future impact of EITF No. 08-6 on the company’s Condensed Consolidated Financial Statements will depend on the results and activities of the company’s equity method investees. EITF No. 08-6 has not had a material impact on the company’s Condensed Consolidated Financial Statements.

In June 2008, the Emerging Issues Task Force issued EITF No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock.” This EITF provides additional guidance when determining whether an option or warrant on an entity’s own shares is eligible for the equity classification provided for in EITF No. 00-19. EITF No. 07-5 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years and did not have a material impact on the 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 prospectively for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The impact of FSP No. FAS 142-3 on the company’s Condensed Consolidated Financial Statements will depend on the number and size of future acquisitions, if any, of intangible assets. This FSP has not had a material impact on the company’s 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 and interim periods with those fiscal years. SFAS No. 161 became effective for the company January 1, 2009. The additional disclosure requirements of SFAS No. 161 are included in Note 5 of the company’s Condensed Consolidated Financial Statements.

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

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adjusted to include the net income attributable to a noncontrolling interest; (c) consolidated comprehensive income to be adjusted to include the comprehensive income attributed to a 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 and interim periods within those fiscal years. The adoption of SFAS No. 160 was not material to the company’s Condensed Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” SFAS No. 141(R) expands the existing guidance related to transactions 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 and interim periods within those fiscal years. 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. SFAS No. 141(R) has not had a material impact on the company’s Condensed Consolidated Financial Statements.

See Note 6 for additional information on new accounting pronouncements related to fair value measurements.

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Item 2

CHIQUITA BRANDS INTERNATIONAL, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The company’s operating results for both the quarter and the six months ended June 30, 2009 improved significantly compared to the year-ago period. The company has achieved network efficiencies and cost reductions in manufacturing that have resulted in significant, sustainable improvements in the company’s North American value-added salad operations. 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, as well as seasonally lower consumption of salads in the fourth quarter.

Management continues to believe that the company has ample liquidity and a solid capital structure. The company has no debt maturities of more than $20 million in any year until 2014. At June 30, 2009, the company had total cash and equivalents of $159 million and $128 million of available borrowing capacity under its revolving credit facility. The company’s credit facility provides significant financial covenant flexibility; the company is in compliance with its financial covenants and expects to remain in compliance for at least the next twelve months. See Note 4 to the Condensed Consolidated Financial Statements for further description of the company’s debt agreements and financing activities.

For a further description of the challenges and risks facing the company, 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 2008 Annual Report on Form 10-K and discussion below.

Operations

NET SALES

Net sales for the second quarter of 2009 were $955 million, down 4% from the second quarter of 2008. Net sales for the six months ended June 30, 2009 were $1.8 billion, down 7% from the year-ago period. The decreases resulted from lower European exchange rates and from previously announced reductions in foodservice volumes in North American salad operations as a result of discontinuing products and contracts that were not sufficiently profitable.

OPERATING INCOME

Operating income was $109 million and $72 million for the second quarters of 2009 and 2008, respectively, and $142 million and $129 million for the six months ended June 30, 2009 and 2008, respectively. The improvement in operating income was primarily due to network efficiencies and cost reductions in manufacturing that have resulted in significant, sustainable improvements in North American value-added salad operations. Results in banana operations improved during the second quarter of 2009, but were lower than the previous year for the six months ended June 30, 2009. Record high second quarter local banana pricing in Europe and higher banana pricing in Asia and the Middle East partially offset lower European exchange rates and temporary incremental banana sourcing costs resulting from flooding in Panama and Costa Rica that occurred in the fourth quarter of 2008.

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The company reports 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 products, 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.

See segment results in Note 11 to the Condensed Consolidated Financial Statements. The company does not allocate certain corporate expenses to the reportable segments; these expenses are included in “Corporate” or “Relocation of European headquarters.” Intercompany transactions between segments are eliminated.

BANANA SEGMENT – SECOND QUARTER

Net sales for the segment were $557 million and $563 million for the second quarters of 2009 and 2008, respectively. The decline in segment sales was principally a result of lower European exchange rates and volumes which were partially offset by record high local banana pricing in Core European markets (defined below). Compared to the year-ago quarter, North American banana prices remained consistent despite a significant decline in fuel surcharges, and volume was unchanged.

Operating income for the segment was $96 million and $89 million for the second quarters of 2009 and 2008, respectively. Record high local pricing in Europe, as well as higher pricing in Asia and the Middle East, offset lower European exchange rates and temporary additional costs that resulted from flooding in Panama and Costa Rica that occurred in the fourth quarter of 2008. This flooding affected approximately 1,300 hectares (3,200 acres) of the company’s owned production, as well as the production of certain of the company’s independent growers. As a result of the flooding, the company expects to incur approximately $25 million of temporary incremental purchased fruit and logistics costs for the full year 2009 as replacement volume is sourced from other independent growers; of this amount, approximately $6 million and $23 million were incurred in the second quarter and six months ended June 30, 2009, respectively. Affected areas are expected to return to normal production in 2010. Operating results also reflect a continuing trend of higher purchased fruit sourcing costs, as a result of both higher contract costs and government-imposed exit price increases.

Banana segment operating income for the second quarter improved due to:

• $43 million from improved local pricing in Core European markets.

• $9 million from Asia and the Middle East, primarily from improved pricing and favorable Yen exchange rates.

• $3 million from lower brand support, mainly in Europe.

These items were partly offset by:

• $26 million from lower average European currency exchange rates, after $4 million in favorable currency hedging results.

• $8 million from lower pricing in Trading markets.

• $6 million higher sourcing and logistics costs, including $11 million of unfavorable fuel hedging results.

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• $6 million from incremental sourcing and logistics costs to replace banana production affected by the flooding in Panama and Costa Rica.

The percentage changes in the company’s banana prices in 2009 compared to 2008 were as follows:

	Q2		YTD
North America1	0.1	%	7.6	%
Core European Markets2
U.S. dollar basis 3	0.3	%	(6.7	)%
Local currency	15.7	%	6.7	%
Asia and the Middle East4
U.S. dollar basis	17.8	%	16.6	%
Trading Markets5
U.S. dollar basis	(15.7	)%	(18.3	)%

The company’s banana sales volumes⁶ (in 40-pound box equivalents) were as follows:

(In millions, except percentages)	Q2 2009	Q2 2008	% Change		YTD 2009	YTD 2008	% Change
North America	16.1	16.1	0.0	%	31.2	31.3	(0.3	)%
Core European Markets2	11.8	12.7	(7.1	)%	23.6	25.2	(6.3	)%
Asia and the Middle East4	5.7	6.1	(6.6	)%	11.8	11.0	7.3	%
Trading Markets5	3.0	1.4	114.3	%	4.5	2.6	73.1	%
	36.6	36.3	0.8	%	71.1	70.1	1.4	%

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.

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.

⁶ Total volume sold includes all banana varieties, such as Chiquita to Go, Chiquita minis, organic bananas and plantains.

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

(Dollars per euro)	Q2 2009		Q2 2008		% Change		YTD 2009		YTD 2008		% Change
Euro average exchange rate, spot	$	1.35	$	1.56	(13.5	)%	$	1.33	$	1.53	(13.1	)%
Euro average exchange rate, hedged		1.34		1.52	(11.8	)%		1.35		1.49	(9.4	)%

The company has entered into euro put option contracts to reduce the negative cash flow and earnings impact that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars. Put options, which require an upfront premium payment, can reduce the

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negative cash flow and earnings impact on the company of a significant future decline in the value of the euro, without limiting the benefit of a stronger euro. Foreign currency hedging costs charged to the Condensed Consolidated Statements of Income were $2 million and $6 million for the second quarters of 2009 and 2008, 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 5 to the Condensed Consolidated Financial Statements for further information on the company’s hedging instruments.

Changes in Ship Leases

The company utilizes twelve ships leased under long-term charters to serve its core shipping needs for bananas, including four refrigerated container ships (the “Container Ships”) and eight specialized refrigerator ships (the “Reefer Ships”). In late June 2009, one of the company’s shipping partners, Eastwind Maritime Inc. (“Eastwind”), and certain of its affiliates filed for bankruptcy. While only the four Container Ships were owned by Eastwind affiliates, all twelve ships were operated under time charters (i.e. leased with ship management and crew) from entities that were directly or indirectly owned by Eastwind. Shortly before Eastwind’s bankruptcy filing, one of Eastwind’s secured lenders transferred ownership of the four Container Ships to new owners who are not affiliated with Eastwind, and the existing time charter arrangements for the four Container Ships have continued uninterrupted with affiliates of the new owners. As part of the original time charters of the Reefer Ships, the owners had the right to implement bareboat charters (i.e. leased without ship management and crew) directly with Chiquita if the Eastwind affiliates providing the time charters to Chiquita did not perform in their obligations to the owners. After the Eastwind bankruptcy filing, the owners invoked these rights and Chiquita assumed the bareboat charters for the eight Reefer Ships. The time charter arrangements with Eastwind affiliates were terminated, and the company has arranged for a third party to provide ship management and crew. As a result of these events, the company has not experienced and does not expect any interruption in deliveries and service to its customers or any significant change in costs related to its ongoing use of all twelve ships. The change in the ownership of the Container Ships and the form of charter for the Reefer Ships has no affect on the company’s carrying value or recognition into income of the deferred gain from the 2007 sale of these ships. The deferred gain will continue to be recognized into income at a rate of approximately $15 million per year through approximately 2014.

EU Banana Import Regulation

Since 2006, bananas imported into the European Union (“EU”) from Latin America, the company’s primary source of fruit, have been subject to a tariff of €176 per metric ton. Banana imports from Africa, Caribbean, and Pacific sources are allowed to enter the EU tariff-free (in 2006 and 2007, subject to a limit of 775,000 metric tons, but since January 2008 in unlimited quantities). In Chiquita’s case, this tariff has resulted in approximately $75 million annually in net higher tariff-related costs compared to 2005. This tariff regime has been challenged by several countries through proceedings in the World Trade Organization (“WTO”), claiming violations of the EU’s WTO obligations not to discriminate against, or raise restrictions on, bananas from Latin America. Under decisions adopted in December 2008, the WTO ruled that the EU’s banana importing practices violate international trade rules.

WTO negotiations regarding potential tariff reductions are underway among the parties to the trade dispute. In July 2008, the European Commission reached a tentative agreement to reduce the tariff to €114 per metric ton over 8 years, but declined to finalize that agreement when the “Doha Round” of global trade talks stalled at that time. The parties are now seeking a new negotiated settlement similar to the July 2008 agreement. There can be no assurance that the WTO rulings and negotiations will result in changes to the EU regime, or that any resulting changes will favorably impact the company’s results.

SALADS AND HEALTHY SNACKS SEGMENT – SECOND QUARTER

Net sales for the segment were $305 million and $350 million for the second quarters of 2009 and 2008, respectively. The decline in sales primarily resulted from previously announced reductions in

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foodservice volume in North America from discontinuing products and contracts that were not sufficiently profitable. In the second quarter of 2009, 100% of retail value-added salad volume was Fresh Express branded, versus 96% in the second quarter of 2008. The total volume of retail value-added salads sold in the second quarter of 2009 declined 2% compared to the second quarter of 2008, while Fresh Express branded volume increased 2%. Pricing of retail value-added salads in the second quarter of 2009 decreased 1% compared to the second quarter of 2008.

Operating income for the segment was $30 million for the second quarter of 2009 compared to an operating loss of $6 million for the second quarter of 2008. The $36 million improvement was primarily due to network efficiencies and cost reductions in manufacturing that have resulted in significant, sustainable improvements in North American value-added salad operations. Year-over-year improvement is expected for the second half of 2009 compared to the second half of 2008 due to the absence of a $375 million goodwill impairment charge recorded in the fourth quarter of 2008 and to the network efficiencies and sustainable cost reductions achieved in 2009. In the second half of 2009, the company plans to invest in consumer marketing and innovation and faces competitive pressures from the continuing trend in grocery retail toward more private-label products, especially in lower-priced items. In addition, salad consumption is seasonally lower in the fourth quarter.

Salads and Healthy Snacks segment operating results for the second quarter improved due to:

• $16 million of lower costs from improved network efficiencies, partially offset by increases in costs resulting from product mix.

• $12 million of lower commodity inputs, such as fuel and packaging material costs.

• $4 million in favorable pricing and product mix in foodservice.

• $4 million in lower operating loss from the expansion of the Just Fruit in a Bottle line of products, the company’s fresh fruit smoothie product sold in Europe.

These items were partly offset by:

• $2 million from reduction of volume, primarily in foodservice.

OTHER PRODUCE SEGMENT – SECOND QUARTER

Net sales for the segment were $93 million and $81 million in the second quarters of 2009 and 2008, respectively. Operating income for the segment was $5 million in each of the second quarters of 2009 and 2008. Seasonal advances to growers of other produce were $78 million and $39 million, net of allowances, at June 30, 2009 and 2008, respectively. Seasonal advances, which are repaid as produce is sold, typically peak in the first half of the year. A strategy to purchase other produce from independent growers that in earlier years had been produced by owned operations in Chile, as well as higher volumes of certain produce, resulted in the increase in these advances. The company expects to reduce grower advances in future growing seasons.

BANANA SEGMENT – YEAR-TO-DATE

Net sales for the segment were $1.0 billion and $1.1 billion for the six months ended June 30, 2009 and 2008, respectively. The decline in segment sales was principally a result of lower average European exchange rates and volumes which were partially offset by higher local banana pricing in Core European markets. This was partially offset by higher pricing in North America, where price increases from prior periods were sustained despite a significant decline in fuel surcharges.

Operating income for the segment was $140 million and $150 million for the six months ended June 30, 2009 and 2008, respectively. Operating results reflect a continuing trend of higher purchased fruit sourcing costs, as a result of both higher contract costs and government-imposed exit price increases.

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Banana segment operating income for the six-month period declined due to:

• $45 million from lower average European currency exchange rates, after $15 million in favorable currency hedging results.

• $23 million from incremental sourcing and logistics costs to replace banana production affected by the flooding in Panama and Costa Rica.

• $12 million higher sourcing and logistics costs, including $24 million of unfavorable fuel hedging results.

• $12 million from lower pricing in Trading markets.

• $2 million increase in allowances for trade receivables.

These items were partly offset by:

• $38 million from higher pricing in Core European markets.

• $26 million from improved pricing in North America.

• $13 million from improved pricing and volumes in Asia and the Middle East as well as favorable Yen exchange rates.

• $6 million from lower brand support, mainly in Europe.

• $4 million pre-tax gain from the January 2009 sale of the company’s operations in the Ivory Coast. (An additional income tax benefit related to the sale is included in “Income tax benefit” in the Condensed Consolidated Income Statement.)

Information on the company’s banana pricing and volume for the six months ended June 30, 2009 and 2008 is included in the Banana Segment – Second Quarter section above.

Foreign currency hedging benefits included in the Condensed Consolidated Statements of Income were $4 million for the six months ended June 30, 2009 compared to costs of $11 million for the six months ended June 30, 2008. Information on average spot and hedge euro exchange rates are included in the Banana Segment – Second Quarter section above.

SALADS AND HEALTHY SNACKS SEGMENT – YEAR-TO-DATE

Net sales for the segment were $586 million and $685 million for the six months ended June 30, 2009 and 2008, respectively. The decline in sales primarily resulted from previously announced reductions in foodservice volume in North America from discontinuing products and contracts that were not sufficiently profitable. For the six months ended June 30, 2009, 100% of retail value-added salad volume was Fresh Express branded, versus 95% for the same period in 2008. The total volume of retail value-added salads sold in the six months ended June 30, 2009 declined 4% compared to the same period in 2008, while Fresh Express branded volume increased 1%. Pricing of retail value-added salads for the six months ended June 30, 2009 was flat compared to the same period in 2008.

Operating income for the segment was $43 million for the six months ended June 30, 2009 compared to an operating loss of $2 million for the six months ended June 30, 2008, primarily due to network efficiencies and cost reductions in manufacturing that have resulted in significant, sustainable improvements in North American value-added salad operations. Year-over-year improvement is expected for the second half of 2009 compared to the second half of 2008 due to the absence of a $375 million goodwill impairment charge recorded in the fourth quarter of 2008 and to the network efficiencies and sustainable cost reductions achieved in 2009. In the second half of 2009, the company plans to invest in consumer marketing and innovation and faces competitive pressures from the continuing trend in grocery retail toward more private-label products, especially in lower-priced items. In addition, salad consumption is seasonally lower in the fourth quarter.

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Salads and Healthy Snacks segment operating results for the six-month period improved due to:

• $20 million of lower costs from improved network efficiencies, partially offset by increases in costs resulting from product mix.

• $17 million of lower commodity inputs, such as fuel and packaging material costs.

• $6 million in favorable pricing and product mix in foodservice.

• $3 million of lower selling, general, administrative and innovation costs.

• $4 million in lower operating loss from the expansion of the Just Fruit in a Bottle line of products, the company’s fresh fruit smoothie product sold in Europe.

These items were partly offset by:

• $6 million from reduction of volume, primarily in foodservice.

OTHER PRODUCE SEGMENT – YEAR-TO-DATE

Net sales for the segment were $168 million and $154 million in the six months ended June 30, 2009 and 2008, respectively. Operating income for the segment was $7 million and $8 million for the six months ended June 30, 2009 and 2008, respectively.

CORPORATE

The company’s corporate expenses were $18 million and $15 million for the second quarters of 2009 and 2008, respectively, and $38 million and $25 million for the six months ended June 30, 2009 and 2008, respectively. Corporate expenses increased primarily due to increased incentive compensation accruals, self-insured healthcare costs, legal fees and costs associated with incremental workforce reductions during the first quarter in 2009.

OTHER INCOME

During the quarter and six months ended June 30, 2008, the company recognized $9 million of other income, or $6 million net of income tax, from the resolution of claims and receipt of refunds of certain non-income taxes paid between 1980 and 1990 in Italy.

RELOCATION OF EUROPEAN HEADQUARTERS

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 company approved a collective dismissal agreement (“Social Plan”) in accordance with Belgian legal and labor requirements, which defined the severance benefits for employees who were not eligible for relocation or elected not to relocate. The relocation affected approximately 100 employees and is expected to conclude in 2009. The relocation did 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 $19 million. Through June 30, 2009, the company has recorded aggregate costs of $16 million, of which $4 million were incurred in the second quarter of 2009, $5 million were incurred in the first quarter of 2009, $5 million were incurred in the fourth quarter of 2008 and $2 million were incurred prior to the company’s commitment to the relocation plan. See Note 2 to the Condensed Consolidated Financial Statements for further description.

INTEREST AND TAXES

Interest expense was $16 million and $19 million for the second quarters of 2009 and 2008, respectively. Interest expense was $32 million and $45 million for the six months ended June 30, 2009 and 2008, 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.

Effective January 1, 2009, the company retrospectively adopted FASB Staff Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” which changed the accounting method for the company’s $200 million of 4.25% Convertible Senior Notes due 2016. FSP No. APB 14-1 required the company to

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decrease the carrying amount of the debt and to increase interest expense and equity. Incremental interest expense as a result of the adoption was $2 million and $1 million in the second quarters of 2009 and 2008, respectively, and $3 million and $2 million for the six months ended June 30, 2009 and 2008, respectively; however, this does not change the amount of cash paid for interest. See Note 4 to the Condensed Consolidated Financial Statements for a full description of the 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 and due to the seasonality of the business. The company has not historically generated U.S. federal taxable income on an annual basis; however, the company did generate U.S. federal taxable income for the quarter and six months ended June 30, 2009 and 2008, which was fully offset by the utilization of net operating loss carryforwards (“NOLs”). Even though NOLs have been utilized in these interim periods, the company’s remaining NOLs continue to have full valuation allowances. 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 those earnings have been or are expected to be permanently invested in foreign operating assets.

In total, income taxes were a net expense of $5 million and $6 million for the second quarters of 2009 and 2008, respectively, including gross income tax benefits of $1 million in both periods. Income taxes were a net expense of $1 million and $6 million in the six months ended June 30, 2009 and 2008, respectively, including $8 million and $6 million of gross income tax benefits, respectively. Approximately $4 million of the gross income tax benefits for the six months ended June 30, 2009 related to the sale of the company’s operations in the Ivory Coast in the first quarter of 2009. The remainder of the gross income tax benefits in the second quarters and six months ended 2009 and 2008 primarily resulted from the resolution of tax contingencies in various jurisdictions. See Note 8 to the Condensed Consolidated Financial Statements for further discussion of income taxes.

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 for the next twelve months and thereafter.

Management also believes that the company has ample liquidity and a solid capital structure. The company has no debt maturities of more than $20 million in any year until 2014. At June 30, 2009, the company had total cash and equivalents of $159 million and $128 million of available borrowing capacity under its revolving credit facility, which provides significant financial covenant flexibility and is placed with a syndicate of commercial banks. The company borrowed $38 million in the first quarter of 2009 under its revolving credit facility for normal seasonal working capital needs and repaid the full balance in the second quarter of 2009. The company is in compliance with the financial covenants of its credit facility and expects to remain in compliance for at least twelve months from the date of this filing. See Note 4 to the Condensed Consolidated Financial Statements for further description of the company’s debt agreements and financing activities.

The company’s $159 million balance of cash and equivalents at June 30, 2009 was comprised of either bank deposits or amounts invested in money market funds. A subsidiary of the company has a €12 million ($17 million) uncommitted credit line for bank guarantees to be used primarily for payments due under import licenses and duties in European Union countries. At June 30, 2009, the company had an equal amount of cash equivalents in a compensating balance arrangement related to this uncommitted credit line.

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Operating cash flow was $107 million and $109 million for the six months ended June 30, 2009 and 2008, respectively. Operating cash flow decreased from the year-ago period primarily due to higher working capital compared to the prior period. For the full year, working capital is expected to be a source of cash in 2009 compared to a use of cash in 2008.

Capital expenditures were $22 million and $21 million for the six months ended June 30, 2009 and 2008, respectively. The company will increase its expected capital expenditures in 2009 by approximately $15 million in order to rebuild and repair levees and other farm and port infrastructure that were damaged by an earthquake in Honduras and Guatemala in May 2009. The company expects to recover a portion of these investments from insurance proceeds. The operations of these farms and ports were not significantly affected by the earthquake. Until repairs are completed over the next several months, the affected areas are at an increased risk of flooding.

At current fuel prices the company also has significant obligations under its bunker fuel hedging arrangements. At June 30, 2009, the liability for bunker fuel forward (swap) contracts was $19 million, of which $4 million is expected to settle in the next twelve months, with the remainder settling through 2011. The ultimate amounts due, if any, for bunker fuel forward contracts will depend upon fuel prices at the dates of settlement. Bunker fuel hedging gains and losses are recognized when the hedging contracts settle. Because fuel hedging obligations arise from a decline in fuel prices, the company expects that any realized obligation would be offset by a decrease in the cost of underlying fuel purchases and, as a result, that operating cash flows or seasonal working capital borrowing capacity will be sufficient to cover these obligations, if any. See further discussion of the company’s hedging activities under “Item 3 - Quantitative and Qualitative Disclosures About Market Risk.”

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 June 30, 2009, 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.

Risks of International Operations

The company has international operations in many foreign countries, including those in Central America, the Philippines and parts of Africa, along with its selling and distribution activities in North America, Europe, Asia and the Middle East. These activities are subject to risks inherent in operating in these countries, such as government regulation including permit requirements, 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.

See “Part II, Item 1 – Legal Proceedings” in this Quarterly Report on Form 10-Q and Note 12 to the Condensed Consolidated Financial Statements for a further description of legal proceedings and other risks.

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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, 2008, except as described in Notes 4 and 6 to the Condensed Consolidated Financial Statements, which describe the company’s accounting policy for measuring convertible debt instruments as a result of the adoption of FSP No. APB 14-1 and the company’s accounting policy for measuring fair value with respect to nonfinancial assets and nonfinancial liabilities as a result of the adoption of Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,” respectively.

New Accounting Pronouncements

See Notes 4, 6 and 14 to the Condensed Consolidated Financial Statements for information on the new accounting pronouncements relevant to the company.

*    *    *    *    *

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, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of uncertainty in the global economic environment), government regulations, food safety and product recalls affecting the company or the industry, labor relations, taxes, political instability and terrorism; unusual weather events, conditions or crop risks; access to and cost of financing; any negative operating or other impacts from the relocation of the company’s European headquarters to Switzerland; and the outcome of pending litigation and governmental investigations involving the company, as well as the legal fees and other costs incurred in connection with such items.

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 2008 Annual Report on Form 10-K. As of June 30, 2009, the only material changes from the information presented in the Form 10-K are contained in the information provided below.

HEDGING INSTRUMENTS

Chiquita’s products are distributed in more than 80 countries. Its international sales are made primarily in U.S. dollars and major European currencies. The company reduces currency exchange risk from sales originating in currencies other than the U.S. dollar by exchanging local currencies for dollars promptly upon receipt. The company further reduces its currency exposure for these sales by purchasing euro put option contracts to hedge the dollar value of its estimated net euro cash flow exposure up to 18 months into the future. These purchased euro put option contracts allow the company to exchange a certain amount of euros for U.S. dollars at either the exchange rate in the option contract or the spot rate.

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At July 31, 2009, the company had hedging coverage for approximately three-fourths of its expected remaining net euro cash flow exposure for 2009 and approximately one-third of its expected net exposure for 2010 at average rates of $1.41 and $1.39 per euro, respectively.

The company’s shipping operations are exposed to the risk of rising fuel prices. Although the company sold its twelve ships in 2007, it is still responsible for purchasing fuel for these ships, which are chartered back under long-term leases. To reduce the risk of rising fuel prices, the company enters into bunker fuel forward contracts that allow the company to lock in fuel prices up to three years in the future. Bunker fuel forward contracts can offset increases in market fuel prices or can result in higher costs from declines in market fuel prices, but in either case reduce the volatility of changing fuel prices in the company’s results. At July 31, 2009, the company had hedging coverage for approximately three-fourths of its expected fuel purchases through 2011 at average bunker fuel swap rates of $352, $481 and $439 per metric ton in 2009, 2010 and 2011, respectively.

Hedging instruments are carried at fair value on the company’s Condensed Consolidated Balance Sheets, with potential gains and losses deferred in “Accumulated other comprehensive income of continuing operations” until the hedged transaction occurs (the euro-denominated sale or fuel purchase to which the hedging instrument was intended to apply) to the extent that the hedges are effective. At June 30, 2009, the fair value of the purchased euro put options and bunker fuel forward contracts was a net liability of less than $1 million, of which $12 million is included in “Other current assets” and $13 million in “Other liabilities” in the Condensed Consolidated Balance Sheet. A hypothetical 10% increase in the euro currency rates would have resulted in a decline in fair value of the purchased euro put options of approximately $13 million at June 30, 2009. However, the company expects that any decline in the fair value of purchased euro put options 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 have resulted in a decline in fair value of the bunker fuel swaps of approximately $24 million at June 30, 2009. However, the company expects that any decline in the fair value of bunker fuel forward contracts would be offset by a decrease in the cost of underlying fuel purchases.

See Note 5 to the Condensed Consolidated Financial Statements for additional discussion of the company’s hedging activities. See Note 6 to the Condensed Consolidated Financial Statements for additional discussion of fair value measurements, as it relates to the company’s hedging instruments.

DEBT INSTRUMENTS

The company is exposed to interest rate risk on its variable rate debt, which was $188 million at June 30, 2009 (see Note 4 to the Condensed Consolidated Financial Statements). A 1% change in interest rates would result in a change to interest expense of approximately $2 million annually.

The company has $584 million principal balance of fixed rate debt, which includes the 7 ¹/2 % Senior Notes due 2014, the 8 ⁷/8 % Senior Notes due 2015 and the 4.25% Convertible Senior Notes due 2016. The $200 million principal balance of the Convertible Notes is greater than their $124 million carrying value due to the application of FSP No. APB 14-1 as described in Note 4 to the Condensed Consolidated Financial Statements. Although the Condensed Consolidated Balance Sheets do not present debt at fair value, a hypothetical 0.50% increase in interest rates would have resulted in a decline in the fair value of the company’s fixed-rate debt of approximately $10 million at June 30, 2009.

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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 June 30, 2009, 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 June 30, 2009, 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.

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PART II - Other Information

Item 1 - Legal Proceedings

The information included in Note 12 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q is incorporated by reference into this Item.

Reference is made to the discussion under “Part I, Item 3 – Legal Proceedings – Personal Injury Cases” in the company’s Annual Report on Form 10-K for the year ended December 31, 2008 and the discussion under “Part II, Item I – Legal Proceedings” in the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, regarding the DBCP cases pending in California and the Philippines. In the California cases, the claims of approximately 2,600 plaintiffs from Guatemala and Honduras were dismissed in May 2009, and there are now approximately 3,500 plaintiffs from Costa Rica and Panama in those cases.

Item 4 - Submission of Matters to a Vote of Security Holders

In connection with the company’s Annual Meeting of Shareholders on May 20, 2009, proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The following votes (representing 89% of the shares eligible to vote) were cast at that meeting:

1. Election of Directors

	Votes
Name	For	Against	Withheld
Fernando Aguirre	32,947,651	—	6,535,374
Kerrii B. Anderson	38,831,311	—	651,714
Howard W. Barker, Jr.	32,994,978	—	6,488,047
William H. Camp	22,861,683	—	16,621,342
Robert W. Fisher	32,972,782	—	6,510,243
Clare M. Hasler	33,085,024	—	6,398,001
Durk I. Jager	33,081,057	—	6,401,968
Jaime Serra	22,783,329	—	16,699,696
Steven P. Stanbrook	22,876,269	—	16,606,756

2. Ratify appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm

	Votes
	For	Against	Abstain	Broker Non-Vote
Ratify PricewaterhouseCoopers LLP	38,703,569	763,848	15,608	—

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Item 5 - Other Information

In June 2009, several executive officers adopted written stock trading plans (“10b5-1 Plans”) in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, for the purpose of selling shares in an amount corresponding to a portion of taxes due upon vesting of restricted stock unit awards. In the future, additional executive officers may enter into similar 10b5-1 Plans and any of these 10b5-1 Plans may be extended or replaced with similar plans.

In accordance with the terms of the company’s Stock and Incentive Plan, participants may elect to surrender to the company a portion of the shares they would otherwise be entitled to receive upon vesting of a restricted stock unit award to cover tax withholding due upon vesting. Because tax laws and accounting rules limit the amount which can be withheld upon vesting to cover applicable taxes, each of these 10b5-1 Plans provides for the sale of an incremental amount of shares corresponding to the amount of taxes that are expected to be due in excess of the required statutory minimum tax withholding. The sales under the 10b5-1 Plans will occur on the vesting dates of the awards except that, in accordance with the company’s 10b5-1 guidelines, for shares vesting before the beginning of the company’s next window period following adoption of a 10b5-1 Plan, the corresponding sales will not occur until the opening of the window period, three business days after release of the company’s next quarterly financial results.

All of the foregoing 10b5-1 Plans are in accordance with the company’s stock ownership guidelines. Shares sold pursuant to any plans will be disclosed publicly through Form 4 filings required by the SEC and, if required, Form 144 filings.

Item 6 - Exhibits

Exhibit 10.1 – Chiquita Brands International, Inc. Chiquita Stock and Incentive Plan, conformed to include amendments through July 7, 2009.

Exhibit 10.2 – Form of Restricted Stock Award and Agreement with non-management directors approved on July 15, 2009 used after July 15, 2009.

Exhibit 10.3 – Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 15, 2009, applicable to grantees who may attain “Retirement” prior to issuance of the shares.

Exhibit 10.4 – Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 15, 2009, applicable to grantees who will not attain “Retirement” prior to issuance of the shares.

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

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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/ Lori A. Ritchey
	Lori A. Ritchey
	Vice President and Controller
	(Chief Accounting Officer)

August 7, 2009

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EX-10.1

Exhibit 10.1

CHIQUITA STOCK AND INCENTIVE PLAN

(Adopted March 19, 2002, as amended through July 7, 2009)

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.

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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

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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

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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.

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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

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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

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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

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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.

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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.

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(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 July 8, 2008 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 July 8, 2008, 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

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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.

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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.

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(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

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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 13.7.

(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).

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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.

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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:

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(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.

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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

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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

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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 take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or Award to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A of the Code and all applicable guidance promulgated thereunder. The Board may delegate its authority to amend the Plan to the Committee in respect of any matter not requiring shareholder approval.

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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. Recoupment. Notwithstanding any other provision in this Plan to the contrary, any Award granted to a Participant under this Plan (including pursuant to any Program established under the Plan) is conditioned upon the right of the Company, acting through the Board or any duly authorized committee of the Board, to (i) cancel all or any portion of the Award to the extent it is unpaid, unvested or unexercised and/or (ii) require the Participant to repay or return to the Company all or any portion of the monies

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received or Shares issued upon the payment, vesting or exercise of the Award and/or the proceeds from the sale or other disposition (including to the Company) of any such Shares where:

(a) the grant or payment of the Award was based on or derived from financial results or an operating metric that, due to misconduct in connection with the preparation or calculation of such financial results or operating metric, resulted in a restatement of the Company’s financial results or, within the prior three years, a recalculation of the applicable operating metric, or was made for purposes of personal gain or enrichment (collectively, “Misconduct”), and

(b) the Participant receiving such Award was responsible for or materially involved in the Misconduct, and

(c) after adjusting for the Misconduct, a lower Award would have resulted.

13.5 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.

13.6 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.

13.7 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

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outstanding tax obligations related to the grant or exercise of any Award granted pursuant to this Plan.

13.8 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.

13.9 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.

13.10 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.

13.11 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.

13.12 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.

13.13 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.

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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

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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

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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.

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(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.

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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

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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.

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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.

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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.

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EX-10.2

Exhibit 10.2

CHIQUITA BRANDS INTERNATIONAL, INC.

STOCK OPTION AND INCENTIVE PLAN

DIRECTOR’S RESTRICTED STOCK AWARD AND AGREEMENT

Chiquita Brands International, Inc., a New Jersey corporation (“Company”), hereby awards to you (the “Grantee” named below) restricted shares of the Company’s Common Stock, par value $.01 per share (“Shares”), subject to the terms of this Agreement. This award is being made pursuant to the non-employee director restricted stock program under the Chiquita Stock and Incentive Plan (the “Plan”). The Shares will be issued at no cost to you 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: Grand Date: Vesting Date[s]:

ISSUANCE OF SHARES: The Shares will be issued to you on the day that Grantee Separates from Service or, if earlier, upon a Change in Control of the Company (each a “Designated Payment Date”). On the Designated Payment Date (or promptly thereafter), the Company will deliver to you a certificate representing the Shares granted under this award. For purposes of this award, a “Separation from Service” generally occurs when you cease to be a member of the Board of Directors of the Company.

NO RIGHTS AS SHAREHOLDER PRIOR TO ISSUANCE: 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.

CASH IN LIEU OF SHARES: The Company will have the right, in its sole discretion and without your consent, to elect to pay you an amount of cash equal to the Fair Market Value of the Shares in lieu of issuing you Shares as described above.

TAXES: You must pay all applicable U.S. federal, state, local and foreign taxes resulting from the grant of this award or the issuance of Shares or the payment of cash in lieu thereof pursuant to this award.

CONDITIONS: This award is intended to comply with the requirements of Section 409A of the Internal Revenue Code, and shall be interpreted, operated and administered in a manner consistent with this intention. This award is to be governed by and subject to the terms and conditions of the Plan, as amended from time to time, which contains important provisions of this award and forms a part of this Agreement. A copy of the Plan is being provided to you, along with a summary of the Plan. If there is any conflict between any provision of this Agreement and the Plan, this Agreement will control, unless the provision is not permitted by the Plan, in which case the provision of the Plan will apply. Your rights and obligations under this Agreement are also governed by and are subject to applicable U.S. and foreign laws.

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

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 5.02 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 5.02 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, as amended from time to time, 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

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 5.02 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 5.02 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, as amended from time to time, 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-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 the 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: August 7, 2009

/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 the 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: August 7, 2009

/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 June 30, 2009 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: August 7, 2009

/s/ Fernando Aguirre

Name: Fernando Aguirre

Title: Chief Executive Officer

Dated: August 7, 2009

/s/ Jeffrey M. Zalla

Name: Jeffrey M. Zalla

Title: Chief Financial Officer