EMPLOYMENT AGREEMENT

THIS AGREEMENT by and between Chiquita Brands International, Inc., a New Jersey corporation (the Company), and Fernando Aguirre (the Executive), to be effective as of the Effective Date (as defined below).

W I T N E S S E T H:

WHEREAS, the Company wishes to provide for the employment by the Company of the Executive, and the Executive wishes to serve the Company, in the capacities and on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, it is hereby agreed as follows:

1. TERM. The term of this Agreement (the Term) shall commence on January 12, 2004 (the Effective Date) and end at 11:59 PM on January 11, 2007. Should the Executives employment with the Company continue after January 11, 2007, such employment shall be at-will and (except as otherwise expressly provided herein) not subject to the terms and conditions of this Agreement.

2. POSITION AND DUTIES

(a) During the Term, the Executive shall serve as the Chief Executive Officer of the Company with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to him by the Board of Directors of the Company (the Board). As of the Effective Date, the Company shall cause the Executive to be appointed to the Board. Thereafter, while Executive is employed during the Term, the Company shall cause the Executive to be included in the slate of persons nominated to serve as directors on the Board and shall use its best efforts (including, without limitation, the solicitation of proxies) to have the Executive elected and reelected to the Board for the duration of the Term. Upon any termination of his employment with the Company, the Executive shall promptly resign from the Board. While Executive is employed during the Term, the Executive shall report solely to the Board.

(b) During the Term, the Executive shall devote his full attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the Executives reasonable best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Executive to manage his personal investments or to serve on corporate, industry, civic or charitable boards or committees other than the Board (Outside Boards), so long as such activities do not significantly interfere with the performance of the Executives responsibilities as an executive officer of the Company in accordance with this Agreement and do not create a conflict of interest with his duties and responsibilities hereunder. Executive represents that as of the Effective Date his Outside Board positions are limited to those he has previously communicated to the Company in writing. The Executive shall secure the consent of the Board prior to accepting any additional Outside Board

positions; provided that at any time that Executive does not serve on an Outside Board of a company with publicly traded securities, the Executive may accept without prior Board approval one Outside Board position at a company with publicly traded securities (but in any event subject to the other limitations of this subsection (b)).

(c) During the Term, the Executive shall be based at the Companys principal headquarters except for travel reasonably required for the performance of the Executives duties hereunder.

(d) During the Term, the Executive shall comply with any stock ownership guidelines adopted by the Company and in effect with respect to the Executive from time to time, which shall not exceed stock ownership equal to five (5) times Annual Base Salary (as defined below).

3. COMPENSATION

(a) BASE SALARY. During 2004, the Executive shall receive an annual base salary (Annual Base Salary) of $700,000 payable in accordance with the Companys regular payroll practices for its senior executives, as in effect from time to time. During the Term, the Annual Base Salary shall not be decreased and shall be reviewed by the Board (or the Compensation Committee thereof) for possible increase at least annually. Any increase in the Annual Base Salary shall not limit or reduce any other obligation of the Company under this Agreement. The Annual Base Salary shall not be reduced below any such increased amount, and the term Annual Base Salary shall thereafter refer to the Annual Base Salary as so increased.

(b) ANNUAL CASH BONUS. During the Term, the Executive shall participate in the Companys annual cash incentive compensation plan applicable to senior executives, as adopted and approved by the Board from time to time, with performance targets and other terms and conditions applicable to such compensation being determined by the Compensation Committee of the Board. The Executives target bonus opportunity pursuant to such plan for any year (the Target Bonus) shall be 130% of the Annual Base Salary in effect at the time the performance targets and other terms and conditions applicable to such year are established, and the Executives maximum potential annual bonus pursuant to such plan for any year shall be 140% of the Target Bonus for such year. So long as the Executive remains employed at December 31, 2004, he shall receive a minimum cash bonus for fiscal 2004 equal to 130% of the Annual Base Salary as in effect on the Effective Date. Any cash bonuses payable to the Executive will be paid at the time the Company normally pays such bonuses to its senior executives.

(c) EQUITY INCENTIVE COMPENSATION. Effective as of the Effective Date, the Company shall cause the following equity incentive award grants to be made to the Executive either under the Amended and Restated Chiquita 2002 Stock Option and Incentive Plan (such plan, as in effect from time to time, the Plan) or out of authorized but unissued shares of the Companys common stock, par value $.01 per share (Company Stock):

(i) An award of 110,000 restricted shares (the Time-Based Restricted Shares) of Company Stock, which shares shall become fully vested upon Executives

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continuous employment with the Company through and including January 11, 2008 (or upon earlier termination of employment as specified herein). Such award shall otherwise be subject to the terms and conditions set forth in an award agreement substantially in the form of Exhibit A hereto and, as applicable, the Plan.

(ii) An award of 150,000 restricted shares (the Performance-Based Restricted Shares) of Company Stock, which shares shall become vested based upon Executives continued employment and the attainment of the Company Stock price and earnings per share goals described in an award agreement substantially in the form of Exhibit B hereto (or upon earlier termination of employment as specified herein). Such award shall otherwise be subject to the terms and conditions set forth in such form of award agreement and, as applicable, the Plan.

(iii) A ten-year nonqualified option (the Option) to purchase 325,000 shares of Company Stock at a per-share exercise price equal to the average of the highest and lowest quoted selling prices of a share of Company Stock as reported on the New York Stock Exchange Composite Tape on the Effective Date. The Option shall vest and become exercisable in four equal installments on each of the first four anniversaries of the Effective Date contingent, with respect to each installment, on Executives continuous employment with the Company through and including each respective anniversary of the Effective Date (or upon earlier of termination of employment as specified herein). The Option shall otherwise be subject to the terms and conditions set forth in an award agreement substantially in the form of Exhibit C hereto.

The Company shall be under no obligation to make additional equity incentive awards to the Executive during the Term (whether under the Plan or otherwise), but beginning in 2006 the Compensation Committee of the Board will consider from time to time whether to make additional equity incentive awards to the Executive.

(d) OTHER BENEFITS. While the Executive is employed during the Term:

(i) The Executive shall be entitled to participate in all tax-qualified and nonqualified savings, employee stock ownership and retirement plans of the Company and shall be entitled to participate in all fringe benefit and perquisite practices, policies and programs of the Company made available to the senior executives of the Company, in each case to the same extent, and subject to the same terms and conditions, as applicable to the senior executives of the Company (except as otherwise provided herein).

(ii) The Executive and/or the Executives eligible dependents, as the case may be, shall be eligible for participation in, and shall receive all benefits under, all welfare benefit plans, practices, policies and programs provided by the Company, including any medical, prescription, dental, disability, employee life insurance, group life insurance, accidental death and travel accident insurance plans and programs, to the same extent, and subject to the same terms and conditions, as applicable to the senior executives of the Company, provided that the Executive (and/or the Executives eligible dependents, as the

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case may be), shall be eligible for coverage under the Companys medical, prescription and dental plans and programs effective as of the Effective Date without regard to any waiting period that may otherwise apply under such plans and programs.

(iii) Under each nonqualified retirement or deferred compensation plan or program of the Company that is in effect as of the Effective Date and that takes into account service with the Company (specifically excluding any incentive plan or any post-employment medical plan or program), the Executive shall be credited for all purposes (including for purposes of eligibility, vesting and benefit accrual purposes) with his period of service with his immediately prior employer as if such service had been with the Company. For purposes of determining vesting in and the amounts to be credited after the Effective Date under the Companys Capital Accumulation Plan, the Executive shall be credited with ten (10) years of age in excess of his actual age.

(iv) The Executive shall be entitled to five (5) weeks paid vacation per calendar year. The Executive shall be entitled to carry over into the next subsequent calendar year no more than one week of paid vacation from the immediately preceding calendar year.

(v) The Company shall reimburse the Executive for (or pay directly on the Executives behalf) all reasonable professional fees and related expenses (in an amount not exceeding $50,000) related to the negotiation and preparation of this Agreement within fifteen (15) days following delivery to the Company by the Executive of an invoice detailing such fees and expenses.

(e) CHANGE OF CONTROL AGREEMENT. Provided that the Executive remains employed by the Company after the expiration of the Term, the Company and the Executive shall enter into a change of control agreement effective as of the date of the expiration of the Term in a form consistent with those then in effect with other senior executives of the Company and which provides benefits to the Executive that are no less favorable than those made available pursuant to Sections 5(d) and 5(e) hereof.

4. TERMINATION OF EMPLOYMENT

(a) DEATH OR DISABILITY. The Executives employment shall terminate automatically upon the Executives death during the Term. The Company shall be entitled to terminate the Executives employment because of the Executives Disability during the Term. Disability shall be deemed the reason for the termination by the Company of the Executives employment, if, as a result of the Executives incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executives duties with the Company for a period of six (6) consecutive months, the Company shall have given the Executive a notice of termination for Disability, and, within thirty (30) days after such notice of termination is given, Executive shall not have returned to the full-time performance of the Executives duties (the expiration of such thirty (30) day notice period, the Disability Effective Date).

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(b) TERMINATION BY THE COMPANY. The Company may terminate the Executives employment during the Term for Cause or without Cause. Cause for termination by the Company of the Executives employment shall mean: (A) the willful and continued failure by the Executive to substantially perform his duties with the Company (other than such failure resulting from the Executives incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason (as defined below) by the Executive) that has not been cured within thirty (30) days after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executives duties, (B) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (C) the Executives conviction of or plea of guilty or nolo contendre to any felony. For purposes of clauses (A) and (B) of this definition, no act, or failure to act, on the Executives part shall be deemed willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executives act, or failure to act, was in the best interest of the Company.

(c) GOOD REASON

(i) The Executive may terminate employment during the Term for Good Reason or without Good Reason. Good Reason for termination by the Executive of the Executives employment shall mean the occurrence (without the Executives express written consent) of any one of the following acts by the Company or failures by the Company to act:

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