Cyrus Freidheim will retire as chairman and director at Chiquita's May 25 Annual Meeting of Shareholders at the age of 68.

Fernando Aguirre, 46, president and chief executive officer, will assume responsibilities as chairman of the board.

"Cyrus has provided strong leadership over the past two years," Aguirre said. "His contributions have helped Chiquita deliver on our financial turnaround and have provided a solid foundation for our continuing transformation and growth. After I joined the company in January, Cyrus ensured a smooth transition by generously sharing his knowledge, expertise, contacts and guidance.

"We thank Cyrus for his leadership, without which Chiquita would not be where it is today," Aguirre said.

"A few years ago, I was asked by the board to lead Chiquita as it emerged from bankruptcy," Freidheim said. "We had three major tasks: to put Chiquita in a strong financial and profitable position; to set a new direction for profitable growth; and to establish a new leadership team for the future. We have delivered on those commitments. The board and I have concluded that the

transition to new leadership has been successfully completed, and I believe the time is now right for me to retire.

"I have the fullest confidence in Chiquita's future under Fernando as a more consumer- and marketing-centric organization," Freidheim said. "In fact, I firmly believe the company is well-positioned to achieve greater success than ever.

"It has been a privilege to serve as chairman and CEO of Chiquita," Freidheim said. "I have enjoyed the challenges of the turnaround, and I will miss working with Chiquita's dedicated and talented employees."

Freidheim joined Chiquita's board in March 2002 as he was retiring as vice chairman of Booz Allen Hamilton, a consulting firm, and was immediately elected chairman, CEO and president of Chiquita.

The restricted stock and stock options previously granted to Freidheim will vest immediately upon his retirement in accordance with a prior arrangement. The remaining non-cash expense of these awards of approximately $3.6 million will be recorded in the first quarter 2004 instead of over the course of the original vesting periods.