Executive Retention And Severance Agreement (president & Coo).

Exhibit 10.5

Executive Retention and Severance Agreement

This Executive Retention and Severance Agreement (the " Agreement" ) is made and entered into as of February 24, 2003 (the " Effective Date" ), by and between Fresh Del Monte Produce Inc., (the " Company" ) and Hani El-Naffy (the " Executive" ). RECITALS

The following statements are true and correct:

As of the Effective Date, the Executive serves the Company as its President and Chief Operating Officer and Board Member (Director).

The purpose of this Agreement is (i) to encourage Executive to remain in the employ of the Company, presently as its President and Chief Operating Officer and Board Member (Director) and to continue to devote Executive' s full attention to the success of the Company and (ii) to provide specified benefits to Executive in the event of a Termination Upon Change of Control or a Termination (Without Cause) in Absence of Change of Control, as such terms are defined in this Agreement.

Executive also acknowledges he is employed by the Company in a confidential relationship wherein Executive, in the course of his employment with the Company, has and will continue to become familiar with and aware of information as to the Company' s specific manner of doing business, including the processes, techniques and trade secrets utilized by the Company and future plans with respect thereto, all of which has been and will be established and maintained at great expense to the Company. This information is a trade secret and constitutes the valuable goodwill of the Company. The Company desires that Employee maintain the confidentiality of this information. Therefore, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:

1. Termination Upon Change of Control .

In the event of Executive' s Termination Upon a Change of Control, provided that Executive complies with the provisions of this Agreement, Executive shall receive the following payments and benefits: 1.1 Accrued Salary and Vacation, and Benefits. Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans. The Company shall pay 100% of the Executive' s medical premiums for the same or reasonably equivalent medical coverage he had on the date of his termination for a period until Executive becomes eligible for medical insurance coverage at a new employer or until his own and his spouse' s death if Executive is not able to or did not secure employment where reasonably equivalent medical coverage he had on the date of his termination has been provided.

1.2 Cash Severance Payment. Executive shall receive a lump sum payment equal to the sum of (A) three (3) times annual base salary plus (B) the lower of $7,000,000 (Seven Million US Dollars) or three (3) times the average annual cash bonus paid in respect to the immediate past three (3) fiscal years, paid within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company). The above referenced cash severance payment shall be " grossed-up" such that taxes customarily due shall be paid by the Company.

1.3 Cash Bonus Payment. Executive shall receive a payment in an amount equal to a pro rata portion of Executive' s bonus through the quarter period that Executive is employed by the Company during such year. Calculation of bonus will be based on the corresponding results of earnings through the full quarter period during which Executive is terminated (even if Executive was not employed through the full quarter period when termination occurred). The Cash Bonus Payment, if any, shall be paid in a lump sum within 90 days after the end of the quarter period in which Executive' s termination date occurs. Payments under this section shall be less applicable withholding.

The Severance Payment and benefits provided for in this Section 1 shall be in lieu of any other severance or termination pay, compensation or payment to which the Executive may be entitled under any Company severance or termination plan, program, practice or arrangement. 2. Termination (Without Cause) in Absence of Change of Control .

In the event of Executive' s Termination in Absence of a Change of Control, and without cause, provided that Executive complies with the provisions of this Agreement and performs the transition services that the Company may request, Executive shall receive the following payments and benefits:

2.1 Basic Severance Compensation. Executive shall receive all salary and accrued vacation (less applicable withholding) earned through the conclusion of the transition period (or termination date if there is no transition period requested by the Company), and the benefits, if any, under Company benefit plans to which Executive may be entitled pursuant to the terms of such plans. In addition, the Company shall pay 100% of the Executive' s medical premiums for the same or reasonably equivalent medical coverage he had on the date of his termination for a period until Executive becomes eligible for medical insurance coverage at a new employer or until his own and his spouse' s death if Executive is not able to or did not secure employment where reasonably equivalent medical coverage he had on the date of his termination has been provided.

2.2 Cash Severance Payment. Executive shall receive a lump sum payment equal to the sum of (A) two (2) times annual base salary plus (B) the lower of $3,000,000 (Three Million US Dollars) or two (2) times the average annual cash bonus paid in respect to the immediate past three full fiscal years, paid within five (5) business days after the conclusion of the transition period (or after the termination date if there is no transition period requested by the Company). The above referenced cash severance payment shall be " grossed-up" such that taxes customarily due shall be paid by the Company.

2.3 Cash Bonus Payment. Executive shall receive a payment in an amount equal to a pro rata portion of Executive' s bonus through the quarter period that Executive is employed by the Company during such year. Calculation of bonus will be based on the corresponding results of earnings through the full quarter period during which Executive is terminated (even if Executive was not employed through the full quarter period when termination occurred). The Cash Bonus Payment, if any, shall be paid in a lump sum within 90 days after the end of the quarter period in which Executive' s termination date occurs. Payments under this section shall be less applicable withholding.

The Severance Payment and benefits provided for in this Section 2 shall be in lieu of any other severance or termination pay, compensation or payment to which the Executive may be entitled under any Company severance or termination plan, program, practice or arrangement. 3. Termination With Cause .

In the event of Executive' s termination with cause, the Company shall not be obligated to make any severance payments, or provide any severance benefits.

4. Definitions .

Terms used in this Agreement shall have the meanings set forth in this Section 3.

4.1 " Cause" means (a) Executive' s willful and continued failure to perform substantially his duties with the Company (other than any such failure resulting from incapacity due to documented physical or mental illness) and specifically excluding any failure by Executive, after reasonable efforts to meet performance expectations, for thirty (30) days after a written demand for substantial performance is delivered to Executive by the incumbent Chairman of the Board which specifically identifies the manner in which the Chairman (of the Board) believes that Executive has not adequately performed his duties, or (b) a material, willful breach committed in bad faith of the Company' s Code of Conduct and Business Ethics policy, or (c) indictment or conviction of a felony based upon a crime. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered as " willful" unless it is done, or omitted to be done, by Executive in bad faith without reasonable belief that Executive' s action or omission was in the best interests of the Company.

4.2 " Change of Control" means (a) any " person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act" )), other than IAT Group, Inc., a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the " beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company' s then-outstanding securities; (b) the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation; (c) the sale or disposition of all or substantially all of the Company' s assets (or consummation of any transaction, or series of related transactions, having similar effect), unless at least fifty (50%) percent of the combined voting power of the voting securities of the entity acquiring those assets is held by persons who held the voting securities of the Company immediate prior to such transaction or series of transactions; (d) there occurs a change in the composition of the Board of Directors of the Company as of change of control date and within a two-year period therefrom, as a ...