Revised April 6, 2006

CHIQUITA BRANDS INTERNATIONAL, INC.
Nominating & Governance Committee
of the Board of Directors

Charter

A. Name

There shall be a committee of the Board which shall be called the Nominating & Governance Committee.

B. Purpose

The Nominating & Governance Committee shall (1) identify, review and recommend to the Board of Directors qualified candidates to fill vacancies on the Board of Directors, consistent with the criteria approved by the Board; (2) recommend to the Board of Directors candidates to be nominated for election as directors at the Annual Meeting of Shareholders; (3) consider shareholder suggestions for nominees for director; (4) recommend to the Board of Directors the members of each committee of the Board; (5) develop and recommend to the Board the governance standards, policies and practices applicable to the Board; (6) oversee, as requested by the Board, the Board’s corporate governance activities; and (7) review public policy matters of importance to the Company’s stakeholders.

C. Committee Membership and Procedure

The Nominating & Governance Committee shall consist of no fewer than three members. Each member of the Nominating & Governance Committee shall be an “independent director” as defined in New York Stock Exchange rules. The Board shall appoint the members of the Nominating & Governance Committee and its chairman. The Board shall have the power at any time to change the membership of the Nominating & Governance Committee.

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities. The 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 telephone or other communications equipment shall constitute a quorum. The Committee shall maintain minutes of its meetings.
 

D. Committee Authority and Responsibilities