1997 AMENDED AND RESTATED CHIQUITA BRANDS INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN

1.

ESTABLISHMENT AND PURPOSE

1.1

Effective January 1, 1997, Chiquita Brands International, Inc., a New Jersey corporation, adopts this 1997 Amended and Restated Chiquita Brands International, Inc. Deferred Compensation Plan to enable eligible Associates of the Company and certain of its subsidiaries and affiliates to elect deferral of payment of their compensation.

1.2

A Participant’s deferral shall be governed by the Plan that was in effect at the time the deferral is made, provided that the Administrator may make certain administrative changes including the timing of payments pursuant to Article 10 and any other amendments permitted by Section 15.4.

2.

PLAN OBJECTIVES

2.1

The purpose of this Plan is to allow Participants to achieve the following objectives:

(a)

Accumulate income for retirement; and

(b)

Provide opportunity for financial growth.

3.

DEFINITIONS

3.1

ACCOUNT means the record maintained for each Participant to which all deferrals, investment indices and distributions are credited and debited for each Plan Year.

3.2

ADMINISTRATOR means the Employee Benefits Committee appointed by the Company’s Board of Directors.

3.3

ANNUAL BONUS means the annual lump-sum Total Compensation Review Bonus Award made in addition to a Participant’s Base Salary.

3.4

ASSOCIATE means an employee of the Company.

3.5

BASE SALARY means base pay, excluding any bonuses, commissions and other extraordinary payments.

3.6

COMPANY means Chiquita Brands International, Inc. and (unless the context indicates otherwise) its subsidiaries and affiliates which have not adopted a separate deferred compensation plan.

3.7

COMPENSATION means the Base Salary earned for services rendered during a given Plan Year and the Annual Bonus earned but not determinable or paid until the following Plan Year.

3.8

DISABLED AND DISABILITY mean that a Participant, as a result of accident or illness, is physically, mentally or emotionally unable to perform the duties for which the Participant is employed, and in the Administrator’s opinion is likely to remain so Disabled for at least one year. The Administrator shall make all determinations as to whether a Participant is Disabled and shall use such evidence, including independent medical reports and data, as the Administrator deems necessary and desirable.

3.9

EXCESS 401(K) DEFERRAL means the excess, if any, of (i) the amount a Qualified Participant elects to defer under the Savings Plan, over (ii) the limitations (as adjusted) on deferrals contained in Sections 401(a)(17) and 402(g) of the Internal Revenue Code of 1986, as amended.

3.10

EXPIRATION DATE means, with respect to each annual deferral under Section 7.1, the earlier of (i) the last day of the year to which a Participant elects to defer Compensation pursuant to Section 8.1, or (ii) the last day of the year during which a Participant dies, becomes Disabled or terminates employment with the Company.

3.11

MATCHING CONTRIBUTIONS means, with respect to each Qualified Participant in a Plan Year, Company contributions to the Plan, in respect of the Participant’s contributions under Section 7.1, equal to the difference, if any, between the following two amounts: (i) the total of the Basic Matching Contribution and Discretionary Matching Contribution (the “Contributions”) such Participant would have received for such Plan Year under the Savings Plan, up to the 6% limit imposed by the Savings Plan, if such Contributions were determined without respect to cumulative annual Base Salary without applying the limitations on compensation and contributions in Sections 401(a)(17) and 402(g) of the Internal Revenue Code of 1986, as amended, and (ii) the actual Contributions on behalf of such Participant under the Savings Plan for that Plan Year.

3.12

PARTICIPANT means an officer or other highly compensated Associate who is selected or entitled to participate and participates in the Plan for a designated Plan Year.

3.13

PLAN means this 1997 Amended and Restated Chiquita Brands International, Inc. Deferred Compensation Plan, as it may be amended from time to time.

3.14

PLAN YEAR means the calendar year, January 1 through December 31.

3.15

SAVINGS PLAN means the Chiquita Savings and Investment Plan.

3.16

QUALIFIED PARTICIPANT means a Participant whose Base Salary exceeds the limitation on compensation in Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, who elects to defer Excess 401(k) Deferrals under this Plan, and participates in the Savings Plan for the entire year and does not change his or her percentage of compensation contributed to the Savings Plan for the entire Plan Year.

4.

ELIGIBILITY

4.1

Officers and other highly compensated Associates of the Company will be eligible to become Participants in the Plan either through annual invitation by the President of the Company or through an employment agreement approved by the President.

5.

PARTICIPATION

5.1

A Participant elects to participate in the Plan by delivering to the Administrator, before the beginning of each Plan Year, a properly completed enrollment form.

5.2

The enrollment form shall conform to the terms and conditions of the Plan.

6.

DEFERRED COMPENSATION ACCOUNT

6.1

Each Plan Year a deferred compensation Account will be established for each Participant.

6.2

All Compensation deferred by the Participant (including all Excess 401(k) Deferrals), all increases in the value of the Account resulting from the application of the appropriate Interest Index, all other amounts credited to the Account pursuant to this Plan and all distributions from the Account to the Participant or the Participant’s beneficiary(ies) or estate shall be reflected in the Account.

6.3

All Accounts shall be maintained by the Administrator.

7.

DEFERRAL SOURCES AND MATCHING CONTRIBUTIONS

7.1

At the time of enrollment as provided in Section 5.1, a Participant may elect to defer a percentage of Base Salary and, if the Participant is a Qualified Participant, Excess 401(k) Deferrals, for services rendered in the next Plan Year. In the fourth quarter of each Plan Year, a Participant also may elect to defer a percentage or flat dollar amount of his Annual Bonus that is not yet determined, but that is scheduled to be paid in the following Plan Year.

7.2

Any Base Salary deferral must be at least 10% of Base Salary. Any Annual Bonus deferral must be at least 20% of each Annual Bonus or $10,000, whichever is less. The maximum Base Salary deferral must not exceed 80% of Base Salary and the maximum Annual Bonus deferral must not exceed 85% of Annual Bonus.

7.3

Compensation and Excess 401(k) Deferrals deferred under this Plan shall be credited to the Participant’s Account on the date such amounts would have otherwise been paid.

7.4

The deferral sources and amounts elected for a given Plan Year are irrevocable.

7.5

If a Qualified Participant in this Plan has elected to participate in the Savings Plan and has Excess 401(k) Deferrals, the Company will make Matching Contributions for that Participant in accordance with Section 3.11 provided the Participant does not change such Participant’s 401(k) contribution rate during the Plan Year. All such Matching Contributions shall be credited to the Participant’s Account on the earliest of the last pay day of the respective Plan Year or the Expiration Date.

8.

DEFERRAL TERM

8.1

At the time a Participant elects to defer Compensation, the Participant must also elect the term for which such deferral is made (the “Deferral Term”). The Deferral Term for Base Salary or Annual Bonus deferrals must be either five years or ten years or the date on which the Participant dies, becomes Disabled or terminates employment with the Company for any reason. The Deferral Term for all Excess 401(k) Deferrals and Matching Contributions shall always end upon death, Disability or termination of employment for any reason.

8.2

The Deferral Te