0001193125-04-164745 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated September 28, 2004 between CHIQUITA BRANDS INTERNATIONAL, INC. and MORGAN STANLEY & CO. INCORPORATED WACHOVIA CAPITAL MARKETS, LLC WELLS FARGO SECURITIES, LLC ABN AMRO INCORPORATED ING FINANCIAL MARKETS LLC
Registration Rights Agreement • September 30th, 2004 • Chiquita Brands International Inc • Agricultural production-crops • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into September 28, 2004, between CHIQUITA BRANDS INTERNATIONAL, INC., a New Jersey corporation (the “Company”), and MORGAN STANLEY & CO. INCORPORATED, WACHOVIA CAPITAL MARKETS, LLC, WELLS FARGO SECURITIES, LLC, ABN AMRO INCORPORATED and ING FINANCIAL MARKETS LLC (the “Placement Agents”).

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CHIQUITA BRANDS INTERNATIONAL, INC.
Restricted Stock Award Agreement • September 30th, 2004 • Chiquita Brands International Inc • Agricultural production-crops

Congratulations! You have been awarded a restricted stock award under [the Long-Term Incentive Program (the “LTIP”) of] the Amended and Restated Chiquita 2002 Stock Option and Incentive Plan (the “Plan”).

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