Revised April 6, 2006


CHIQUITA BRANDS INTERNATIONAL, INC.
Audit Committee
of the Board of Directors

Charter

Purpose

The primary function of the Audit Committee is to review the Company’s financial statements, accounting policies and internal controls.

The Audit Committee shall assist Board of Directors oversight of (1) the integrity of the financial statements of the Company, (2) the qualifications and independence of the independent registered public accounting firm (“independent auditors”), (3) the performance of the Company’s internal audit function and independent auditors, and (4) the Company’s programs for compliance with laws, regulations and Company policies.

The Audit Committee shall prepare the Committee report as required by the Securities and Exchange Commission (“SEC”) to be included in the Company’s proxy statement for the annual meeting of shareholders.

Composition

The Audit Committee shall consist of no fewer than three members. Members of the Audit Committee and its chairman shall be appointed annually by the Board, which shall have the power to change the membership of the Audit Committee at any time. Members of the Committee shall meet the independence and “financial literacy” requirements, and at least one member shall satisfy the “accounting or related financial expertise” requirements, of the New York Stock Exchange (“NYSE”). In addition, members of the Committee shall satisfy the independence requirements of, and at least one member shall be an “audit committee financial expert” as defined under, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and SEC rules and regulations thereunder. Director’s fees are the only compensation that an Audit Committee member may receive from the Company. No Audit Committee member may serve on the audit committee of more than two other publicly held companies without the approval of the Board of Directors.

Authority

The Audit Committee has the following authority:

The Company shall provide funding, as determined by the Audit Committee, for payment of compensation to any independent auditor or advisor engaged by the Committee and administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Meetings

The Audit Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than quarterly. The Audit Committee may form subcommittees for any purpose and with such power and authority as it deems appropriate.

A majority of the members of the Committee present in person or by means of conference call or other communications equipment shall constitute a quorum. The committee shall maintain minutes of its meetings.

Responsibilities

The Audit Committee has the following responsibilities:

1. General

  1. Meet periodically with management, the internal auditors and the Company’s independent auditors in separate sessions.
  2. Make regular reports to the Board and review any significant issues that arise with respect to the quality or integrity of the Company’s financial statements, compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditors, and related issues.

2. Independent Auditor

  1. Be directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditors, which shall report directly to the Audit Committee.
  2. Approve all audit engagement fees and terms and all non-audit engagements with the independent auditor; provided, that in no event shall the non-audit services include any of the prohibited services listed in Sarbanes-Oxley and SEC rules. Pre-approvals of non-audit services may be delegated to a single member of the Audit Committee and reported to the full Audit Committee at its next meeting.
  3. Obtain and review a report from the independent auditor at least annually regarding (a) the firm’s internal quality-control procedures, (b) any material issues raised by the most recent quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) all relationships between the independent auditor and the Company.
  4. Evaluate the qualifications, performance and independence of the independent auditor, including a review and evaluation of the lead partner of the independent auditor.
  5. Reassess the effectiveness of the independent auditor at least every four years.
  6. Ensure that the lead audit partner of the independent auditor and the concurring audit partner responsible for reviewing the audits are rotated at least every five years, and that any other audit partners are rotated at least every seven years.

3. Financial Statements

  1. Meet to review and discuss with management and the independent auditor the Company’s quarterly financial statements and disclosures made under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to be included in its Form 10-Q filings.
  2. Review earnings press releases paying attention to any use of “pro forma” or non-GAAP financial measures, as well as financial information and earnings guidance provided to analysts and rating agencies.
  3. Meet to review and discuss with management and the independent auditor the Company’s annual financial statements, accounting policies and disclosures made under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to be included in its Form 10-K filings.
  4. Regularly review with the independent auditor any difficulties the auditor encountered in the course of the audit work, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management.
  5. Review and discuss with management and/or the independent auditor, as applicable, (a) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of any material control deficiencies; (b) analyses prepared by management or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; (c) any problems, difficulties or differences encountered in the course of the audits, including any disagreements with management or restrictions on the scope of the independent auditor’s activities and management’s response thereto; and (d) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.
  6. Discuss with management the Company’s policies with respect to risk assessment and risk management.
  7. Recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K.

4. Internal Controls and Internal Audit Function

  1. Review with the independent auditor, internal auditors and the Company’s financial management the adequacy and effectiveness of the Company’s internal controls, including internal control over financial reporting.
  2. Monitor management’s assessment of the Company’s internal control over financial reporting (Sarbanes Oxley Section 404).
  3. Ensure that the Company maintains an internal audit function. Review the performance, and any appointment or replacement, of the Vice President, Internal Audit. Review with the independent auditor the adequacy and implementation of the internal audit function.

5. Compliance Programs

  1. Provide oversight of the Company’s programs for compliance with laws, regulations and Company policies, including the Ethical and Legal Responsibilities section of the Company’s Code of Conduct and periodically review such programs with management.
  2. Review on a continuing basis the Company’s compliance with the Foreign Corrupt Practices Act of 1977 and the 1976 Final Judgment and related Consent and Undertaking.
  3. Consider any requests for waivers from the Ethical and Legal Responsibilities section of the Company’s Code of Conduct by executive officers or directors. Any such waivers shall also be subject to approval of the Board of Directors.
  4. Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
  5. Recommend to the Board policies related to the Company’s hiring of employees or former employees of the public accounting firm who were engaged on the Company’s account.

6. Annual Reports

Provide the Audit Committee report that is required by SEC rules to be included in the Company’s proxy statement for its annual shareholders’ meeting.

7. Review Charter

Review the adequacy of its Committee charter annually and recommend any proposed changes to the Board for approval.

8. Performance Evaluation

Review the Committee's performance annually.