X0202 4 2005-01-03 0 0000101063 CHIQUITA BRANDS INTERNATIONAL INC cqb 0001194016 BENJAMIN JEFFREY D 1301 AVENUE OF THE AMERICAS 38TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock 2005-01-03 4 A 0 284 0 A 10657 D Common Stock 2005-01-03 4 A 0 2500 0 A 13157 D Table I, Item 4: Fees for service as a member of the Board of Directors are paid each quarter in arrears. Mr. Benjamin has elected to have the cash portion of his director's quarterly compensation (which consists of $6,250 in quarterly fees) deferred in cash, pursuant to the Chiquita Directors Deferred Compensation Program (the "DDCP"), and the stock portion (which consists of a number of shares of Chiquita's Common Stock having an aggregate fair market value of $6,250) deferred in common stock units, which must be settled in Common Stock, pursuant to the DDCP. The number of stock units credited to his account is based on the aggregate fair market value (the average of the high and low sales prices) of Chiquita's Common Stock on the New York Stock Exchange Composite Tape on the last trading day of the calendar quarter. Note 2: Table 1, Item 4: Restricted Stock Award granted January 3, 2005 pursuant to the non-employee director restricted stock program under the Amended and Restated Chiquita 2002 Stock Option and Incentive Plan. The shares granted under this award will vest 100% on the day that Mr.Benjamin ceases to be a non-employee director. Robert W. Olson as Attorney-in-Fact for Jeffrey D. Benjamin 2005-01-03