X0202 4 2005-02-25 0 0000101063 CHIQUITA BRANDS INTERNATIONAL INC CQB 0001277646 ZAMAN WAHEED 250 EAST FIFTH ST. CINCINNATI OH 45202 0 1 0 0 Vice President & CIO Common Stock 2005-02-25 4 A 0 3470 0 A 5730 D Note 1: Table I, Item 1: Restricted Stock Award ("Award") granted February 25, 2005 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"). The shares granted under this award will vest on January 1, 2006 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). Barbara Wagner as Attorney-in-Fact for Waheed Zaman 2005-03-01