Revised April 8, 2004

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

·         The Nominating & Governance Committee shall develop for Board approval qualification criteria for Board members, and seek and interview individuals qualified to become Board members for recommendation to the Board in accordance with the Board’s governance standards, policies and practices.

·         The Nominating & Governance Committee is responsible for reviewing on an annual basis the appropriate skills and qualities required of Board members in the context of the current composition of the Board. This assessment should include such considerations as diversity, age, international background, financial skills, brand management understanding and knowledge of the global food industry – all in the context of the perceived needs of the Board.

·         Upon the Board’s request, the Nominating & Governance Committee shall identify potential candidates for the position of Chief Executive Officer, based on criteria approved by the Board, and shall report its recommendations on each candidate to the Board.

·         The Nominating & Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates (including Chief Executive Officer candidates) and shall have sole authority to approve the search firm’s fees and other retention terms.

·         The Nominating & Governance Committee shall review and reassess at least annually the adequacy of the Board’s governance standards, policies and practices of the Company and recommend any proposed changes to the Board for approval.

·         The Nominating & Governance Committee shall make regular reports to the Board.

·         The Nominating & Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nominating & Governance Committee shall annually review its own performance.

·         The Nominating & Governance Committee shall oversee the annual self-evaluations of the Board and the other Board Committees. It shall also oversee the Board evaluations of management performance.

·         The Nominating & Governance Committee shall review, and make recommendations to the Board regarding, the level and forms of compensation of directors.

·         The Nominating & Governance Committee shall review management’s systems and plans, and make recommendations to the Board, on public policy matters of importance to Company stakeholders, including organizational diversity, social, environmental and food safety concerns, community and government relations and corporate reputation. In this connection, the Committee shall periodically review with the Company’s Corporate Responsibility Officer and other appropriate members of management the adequacy of the policies, standards, programs and resources devoted to the Company’s performance in corporate responsibility.