X0201 4 2004-02-20 0 0000101063 CHIQUITA BRANDS INTERNATIONAL INC CQB 0001192849 TSACALIS WILLIAM A 250 EAST FIFTH ST CINCINNATI OH 45202 0 1 0 0 VP, Controller & CAO Common Stock 2004-02-20 4 A 0 2148 0 A 3416.538 D Note 1: Table I, Item 4: Restricted Stock Award ("Award") granted February 20, 2004 under the Company's Long-Term Incentive Program (the "LTIP") which is part of the Amended and Restated Chiquita 2002 Stock Option and Incentive Plan (the "Plan") subject to the reporting person entering into a satisfactory Restricted Stock Agreement. The shares granted under this award will vest on January 1, 2005 as long as the reporting person is employed by the Company or any of the Company's subsidiaries on the vesting date. Vesting of the Award may be accelerated under certain circumstances, including a Change of Control or termination of employment due to death, Disability or Retirement (as each is defined in the Plan). Note 2: Table I, Item 6: 3,218 direct ownership; 198.538 indirect ownership by 401(k). Robert W. Olson as Attorney-in-Fact for William A. Tsacalis 2004-02-24