Conversion of Old Securities
Name of Old Security	CUSIP	Amount Held	New Listed Securities to be Issued in Reorganization
Name of Old Security	CUSIP	Amount Held	New Notes^{1 2}	New Common Stock^{3 2}	New Warrants^{4 2}
9 5/8% Senior Notes due 2004	170032 AJ 5	$1,000⁵	$325.845846	46.196458 shares	None
9 1/8% Senior Notes due 2004	170032 AK 2	$1,000⁵	$320.590700	45.451415 shares	None
10 1/4% Senior Notes due 2006	170032 AL 0	$1,000⁵	$319.703016	45.325564 shares	None
10% Senior Notes due 2009	170032 AM 8	$1,000⁵	$315.328568	44.705382 shares	None
7% Convertible Subordinated Notes due 2001⁶	170032 AF 3 170032 AH 9	$1,000⁵	None⁷	36.092677 shares⁸	None
$2.875 Non-Voting Cumulative Preferred Stock, Series A	170032 40 3	1 share⁹	None	0.075422 shares	1.257030 shares
$3.75 Convertible Preferred Stock, Series B	170032 50 2	1 share⁹	None	0.095270 shares	1.587827 shares
$2.50 Convertible Preference Stock, Series C	None	1 share⁹	None	0.074884 shares	1.248116 shares
Common Stock, par value $.01 per share	170032 10 6	1 share	None	0.007132 shares	0.118868 shares

¹ The New Notes (10.56% Senior Notes due 2009) were issued on March 19, 2002, the Effective Date of the Chiquita Brands International, Inc. Second Amended Plan of Reorganization ("Plan"), pursuant to an Indenture, dated as of March 15, 2002, between Chiquita Brands International, Inc. ("Chiquita") and Wells Fargo Bank Minnesota, National Association, as Trustee, and a related Certificate of Terms. The New Notes were issued in an aggregate principal amount of $250,000,000; they mature March 15, 2009, and bear interest from March 19, 2002 at 10.56% per annum, payable semiannually on September 15 and March 15.
² The New Notes are issuable only in denominations of $1,000 and integral multiples thereof. The New Common Stock and New Warrants are issuable only in whole shares. In lieu of issuing fractional securities, such fractional securities are being aggregated and sold in the market, and the beneficial holders who otherwise would have been entitled to fractional securities will receive their pro rata portion of the cash received from the market sales.
³ The New Common Stock, par value $.01 per share, is being issued pursuant Chiquita's Third Restated Certificate of Incorporation filed with in the State of New Jersey on March 19, 2002.
⁴ The New Warrants are being issued pursuant to a Warrant Agreement, dated March 19, 2002, between Chiquita and American Security Transfer Company Limited Partnership, as Warrant Agent. Each New Warrant entitles the holder thereof to purchase one share of New Common Stock at a price of $19.23 per share and will be exercisable for a period of 7 years, through March 19, 2009.
⁵ Denotes $1,000 principal amount plus all accrued and unpaid interest thereon.
⁶ In addition to the consideration described in this table, holders of Subordinated Debentures as of the Effective Date (but not any transferees of the securities they receive under the Plan) are also entitled to a supplemental distribution, described in the Plan, in the event of a merger or sale of all or substantially all the stock or substantially all the assets of the Company within three years following the Effective Date. The right to this distribution is NOT transferable, whether upon the sale of the shares received under the Plan or otherwise.
⁷ Holders of approximately $4 million aggregate principal amount of Subordinated Debentures made a timely election, pursuant to the Plan and the solicitation procedures, to receive New Notes in lieu of a portion of the New Common Stock which they would have otherwise received. As a result, an aggregate of approximately $1.4 million principal amount New Notes are being issued to those electing holders. Therefore, as provided in the Plan, adjustments were made, pro rata, to the amount of New Notes and New Common Stock issuable to the holders of the Old Senior Notes. These adjustments are reflected in the above table (and account for the variation between amounts set forth above and those originally set forth in the disclosure statement).
⁸ Holders of Subordinated Debentures also had the right to elect, pursuant to the Plan and the solicitation procedures, to purchase additional shares of New Common Stock at a price of $17.85 per share. The election made by such holders did not meet the aggregate minimum purchase requirement and, accordingly, no shares of New Common Stock were permitted to be purchased pursuant to this election.
⁹ Denotes 1 share plus all accrued and unpaid dividends in respect thereof.