CHIQUITA BRANDS INTERNATIONAL INC, PRE 14A, 1998-03-26

CHIQUITA BRANDS INTERNATIONAL INC
PRE 14A, 1998-03-26
AGRICULTURAL PRODUCTION-CROPS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

Chiquita Brands International, Inc.
___________________________________

_______________________________________________________________________
(Name of Registrant as Specified In Its Charter)

_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

_______________________________________________________________

2) Aggregate number of securities to which transaction applies:

_______________________________________________________________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):

________________________________________________________________

4) Proposed maximum aggregate value of transaction:

________________________________________________________________

5) Total fee paid: ________________________________________________

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

<PAGE>

CHIQUITA BRANDS INTERNATIONAL, INC.

Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
__________________________________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

__________________________________

To Be Held On May 13, 1998

To Our Shareholders:

It is my pleasure to invite you to attend the 1998 Annual Meeting of
Shareholders of Chiquita Brands International, Inc. ("Chiquita" or the
"Company"). The meeting will be held in the Continental Room of the Omni
Netherland Plaza, 35 West Fifth Street, Cincinnati, Ohio at 10:00 a.m. on
Wednesday, May 13, 1998. At the meeting, shareholders will be asked to:

(1) Elect seven directors;

(2) Approve the Chiquita 1998 Stock Option and Incentive Plan;

(3) Adopt an amendment to the Certificate of Incorporation to
increase the number of authorized shares of Capital Stock from
150 million to 200 million;

(4) Adopt an amendment to the Certificate of Incorporation to change
the title and par value of the Capital Stock, $.33 par value,
to Common Stock, $.01 par value;

(5) Adopt an amendment to the Certificate of Incorporation to
decrease the shareholder vote required to make future
amendments to the Certificate of Incorporation from
two-thirds to a majority of the votes cast; and

(6) Consider any other matters that may properly be brought
before the meeting.

Your vote is important. Whether you plan to attend the meeting or
not, please complete, date, sign and promptly return the enclosed proxy
card in the envelope provided.

We look forward to seeing you at the meeting.

Sincerely,

Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Cincinnati, Ohio
April 8, 1998

TO ENSURE THAT YOUR SHARES ARE VOTED AT THE MEETING, PLEASE VOTE,
SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED. PROXIES MAY BE REVOKED AT ANY TIME PRIOR TO THE MEETING BY
GIVING WRITTEN NOTICE OF REVOCATION TO THE COMPANY'S SECRETARY, BY
GIVING A LATER DATED PROXY, OR BY ATTENDING THE MEETING AND VOTING IN
PERSON.

<PAGE>

PROXY STATEMENT
FOR THE CHIQUITA BRANDS INTERNATIONAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 1998

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

We are sending you this Proxy Statement and the enclosed proxy card
because Chiquita's Board of Directors is soliciting your proxy to vote your
shares at the 1998 Annual Meeting of Shareholders. This Proxy Statement
includes information about the issues to be voted on at the meeting.
However, you do not need to attend the Annual Meeting to vote your shares.
Instead, you may simply complete, sign and return the enclosed proxy card in
the envelope provided.

On April 8, we began mailing these proxy materials to all shareholders
of record at the close of business on March 20, 1998 (the "Record Date").

Which Shares Have Voting Rights?
________________________________

On the Record Date, there were 64,364,017 shares of Capital Stock, $.33
par value ("Common Stock"), and 84,371 shares of $2.50 Convertible Preference
Stock, Series C, without par value ("Series C Preference Stock"), outstanding
and entitled to vote. These are the only classes of stock currently
outstanding which have voting rights. Each share of Common Stock or Series C
Preference Stock that you own as of the Record Date entitles you to one vote
on each matter to be voted on at the meeting. The presence of the holders of
a majority of the shares entitled to vote at the meeting (in person or by
proxy) will constitute a quorum.

How Are Shares Voted?
_____________________

You can vote on matters presented at the Annual Meeting in two ways:

* By Proxy -- You can vote by signing, dating and returning
the enclosed proxy card. If you do this, the persons named
on the card (your "proxies") will vote your shares in the
manner you indicate. You may specify on your proxy card
whether your shares should be voted for all, some or none
of the nominees for director, for or against the other
proposals, or whether you wish to abstain from voting on a
particular proposal. If you sign the card but do not
indicate specific choices, your shares will be voted as
follows:

- "FOR" the election of all seven nominees for director;

- "FOR" the adoption of the Chiquita 1998 Stock Option
and Incentive Plan; and

- "FOR" the three amendments to the Second Restated
Certificate of Incorporation.

If any other matter is presented at the Annual Meeting, your
proxies will vote in accordance with their best judgment. At
the time this Proxy Statement was printed, we knew of no
matters which needed to be acted on at the Annual Meeting
other than those discussed in this Proxy Statement.

* In Person -- You may come to the Annual Meeting and cast your
vote there. If your shares are held in the name of your
broker, bank or other nominee and you wish to vote at the
Annual Meeting, you must bring an account statement or letter
from the nominee indicating that you were the beneficial owner
of the shares on the Record Date.

Can A Proxy Be Revoked?
_______________________

If you send in a proxy card, you may revoke it at any time before it is
exercised. You may revoke your proxy in any one of three ways:

* Send in another proxy card with a later date;

* Notify Chiquita's Secretary in writing before the Annual
Meeting that you have revoked your proxy; or

* Vote in person at the Annual Meeting.

How Are Shares In The Dividend Reinvestment Plan Voted?
_______________________________________________________

If you participate in the Chiquita Dividend Reinvestment Plan (the
"DRIP"), the proxy card you receive will serve as an instruction to vote the
shares held under this plan in the manner indicated on the proxy card. If
you do not sign and return your proxy card, your shares held in the DRIP
will not be voted.

How Do Employees Vote Shares Held In Employee Benefit Plans?
____________________________________________________________

Chiquita Savings and Investment Plan
____________________________________

If you participate in the Chiquita Savings and Investment Plan (the
"SIP"), the SIP Trustee will send you a voting instruction card. This card
will indicate the number of shares of Chiquita Common Stock credited to your
account under the SIP as of the most recent practicable date.

* If you sign and return the card, the SIP Trustee will vote
the shares as you have directed.

* If you do not sign and return the card, the SIP Trustee will
vote your shares in the same proportion as the shares that are
voted by the other participants in the SIP.

Chiquita Associate Stock Purchase Plan or
Friday Canning Corporation 401(k) Savings Plan
______________________________________________

If you participate in either the Chiquita Associate Stock Purchase Plan
or the Friday Canning Corporation 401(k) Savings Plan, you will receive a
voting instruction card from the Trustee for the respective plan.

* If you sign and return the card, the Trustee will vote the
shares as you have directed.

* If you do not sign and return the card, your shares will not
be voted by the Trustee.

How Are Proxies Solicited And What Does It Cost?
________________________________________________

Chiquita will pay all the costs of soliciting these proxies.
Solicitation of proxies will be made by management of the Company, without
additional compensation, through the mail, in person, or by telephone or
facsimile. We will ask banks, brokers and other institutions, nominees and
fiduciaries to forward the proxy material to their principals and to obtain
authority to execute proxies. We will then reimburse them for their
expenses. We have also retained Kissel-Blake, Inc., a New York proxy
solicitation firm, to assist us in the distribution and solicitation of
proxies. We have agreed to pay them a fee of $5,000 plus out-of-pocket
expenses.

Who Can Attend The Annual Meeting?
__________________________________

Admission to the meeting will be limited to Chiquita shareholders or
their authorized representative by proxy. If your shares are registered in
your name, you do not need anything to gain admittance to the meeting. Your
ownership will be verified in the Company's list of shareholders as of the
Record Date. If your shares are held through a broker or a bank, please
bring to the meeting proof of your ownership of such shares (for example, a
bank or brokerage firm account statement or a letter from your bank or broker
confirming your ownership as of the Record Date). You may also send proof of
ownership to the Corporate Secretary, Chiquita Center, 250 East Fifth Street,
Cincinnati, Ohio 45202 prior to the meeting and we will send you an
admittance card.

INFORMATION ABOUT CHIQUITA'S PRINCIPAL SHAREHOLDERS
___________________________________________________

Which Shareholders Own 5% Or More Of Chiquita's Voting Stock?
_____________________________________________________________

The following table lists all persons we know to be "beneficial owners"
of five percent or more of Chiquita's outstanding voting securities as of
March 1, 1998. This information is based on Schedule 13D or Schedule 13G
reports filed with the Securities and Exchange Commission (the "SEC") by each
of the companies listed in the table below.

Name and Address of Class of Amount and Nature of Percent
Beneficial Owner (1) Shares Beneficial Ownership of Class
______________________________ ____________ ____________________ ________
<S> <C> <C> <C>

American Financial Group, Inc. Common Stock 23,996,295 (2) 37.4%
and its subsidiaries ("AFG")
One East Fourth Street
Cincinnati, Ohio 45202

Boston Partners Asset Common Stock 3,962,520 (3) 6.2%
Management, L.P.
Boston Partners, Inc. and
Desmond John Heathwood
("Boston Partners")
One Financial Center
Boston, Massachusetts 02111

Loomis Sayles & Company, L.P. Common Stock 3,666,263 (4) 5.7%
("Loomis")
One Financial Center
Boston, Massachusetts 02111

<FN>
(1) "Beneficial ownership" is a technical term broadly defined by the
SEC to mean more than ownership in the usual sense. For example,
shares are "beneficially" owned if you (a) hold them directly or
indirectly (through a broker or other relationship, through a
position as a director or trustee, or by contract or
understanding), or (b) have (or share) the power to vote the
shares or to sell them, or (c) have the right to acquire the
shares within 60 days.

(2) Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner, Keith E.
Lindner and trusts for their benefit (collectively, the "Lindner
Family"), are the beneficial owners of approximately 44% of
AFG's common stock, and share with AFG the power to vote and
dispose of Chiquita's Common Stock owned by AFG. AFG and the
Lindner Family may be deemed to be controlling persons of
Chiquita.

(3) In a Schedule 13G filed February 9, 1998, Boston Partners, an
Investment Adviser registered under the Investment Advisers Act
of 1940, reported that as of December 31, 1997, they
beneficially owned 3,962,520 shares of Chiquita's Common Stock
and they shared the power to vote and dispose of all of such
shares.

(4) In a Schedule 13G filed February 12, 1998, Loomis; an
Investor Adviser registered under the Investment Advisers Act
of 1940, reported that as of December 31, 1997, it was deemed
to be the beneficial owner of 3,666,263 shares of Chiquita's
Common Stock as a result of its beneficial ownership of
convertible securities of the Company. Loomis reported that
it had the sole power to vote 47,674 shares, shared the power
to vote 56,976 shares, and shared the power to dispose of
3,666,263 shares.
</FN>
</TABLE>

We have been informed that AFG intends to vote its shares "FOR" all of
the Board's nominees for director and "FOR" each of Proposals 2 through 5.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
______________________________________________________

How Much Of The Company's Stock Is Owned By Directors And Executive Officers?
_____________________________________________________________________________

The following table shows the number of shares of the Company's Common
Stock and $2.875 Non-Voting Cumulative Preferred Stock, Series A (the "Series
A Shares"), beneficially owned as of March 1, 1998 by each current director
and nominee, by each executive officer named in the Summary Compensation
Table on page 18 and by all directors and executive officers as a group.
None of the individuals or the group of individuals named in the table owns
any of the Company's 3.75 Convertible Preferred Stock, Series B (the "Series
B Shares") or the Series C Preference Shares.

<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
_______________________________________________
Common Stock Series A Shares
_____________________________ ________________
Percent Percent
Name of Beneficial Owner Shares(1)(2) of Class Shares of Class
________________________ _________________ ________ ______ __________
<S> <C> <C> <C> <C>
Robert F. Kistinger 233,419(3) *
Carl H. Lindner 24,041,168(3)(4) 37.5%
Keith E. Lindner 24,010,054(3)(4) 37.4%
Robert W. Olson 29,169(3) *
Fred J. Runk 136,800(3) *
Jean Head Sisco 38,175 *
William W. Verity 12,600 *
Oliver W. Waddell 13,900 *
Steven G. Warshaw 233,329(3) * 100 *
All directors and executive
officers as a group
(14 persons) 24,982,623(3)(4)(5) 38.5% 100 *

* Less than 1% of outstanding shares
<FN>
(1) Unless otherwise noted, the holder has full voting and dispositive
power with respect to the shares listed.

(2) Includes shares of Common Stock which the person or group has the
right to acquire within 60 days after March 1, 1998 through the
exercise of stock options granted under Chiquita's stock option
plans, in the following amounts: Robert F. Kistinger, 226,310
shares; Carl H. Lindner, 12,600 shares; Robert W. Olson, 27,450
shares; Fred J. Runk, 15,300 shares; Jean Head Sisco, 23,175
shares; William W. Verity, 12,600 shares; Oliver W. Waddell,
9,900 shares; Steven G. Warshaw, 226,800 shares; and all
directors and executive officers as a group, 740,187 shares.

(3) Includes Common Stock Units acquired in the Company's Savings
and Investment Plan ("SIP") through December 31, 1997 (the last
date for which information is available). Each Common Stock
Unit represents one share of Chiquita Common Stock plus a
proportionate share of the uninvested cash in the Chiquita
Stock Fund of the SIP.

(4) For Carl H. Lindner and Keith E. Lindner, includes 23,996,295
shares of Common Stock held by AFG and its subsidiaries. Carl H.
Lindner and Keith E. Lindner beneficially own shares of AFG
common stock as follows: 6,849,988 (11.4% of AFG's outstanding
shares), and 6,312,209 (10.5% of AFG's outstanding shares),
respectively. See "Information About Chiquita's Principal
Shareholders."

(5) The 23,996,295 shares of Common Stock held by AFG and included
in the holdings of both Carl H. Lindner and Keith E. Lindner
(as described in footnote 4 above) are counted only once in the
total number of shares of Common Stock owned by all directors
and executive officers as a group.
</FN>
</TABLE>

In addition to the AFG common stock owned by Carl H. Lindner and Keith E.
Lindner (as described in footnote 4 of the preceding table), directors and
executive officers of the Company owned as of the Record Date, or had the
right to acquire within 60 days after March 1, 1998 through the exercise of
stock options, shares of AFG common stock as follows: Robert W. Olson, 78,581
shares; Fred J. Runk, 243,029 shares; and Steven G. Warshaw, 612 shares (the
ownership of each of such persons represents less than 1% of the outstanding
common stock of AFG). All directors and executive officers as a group owned
or had the right to acquire 13,484,419 shares of AFG common stock, which
represents 22.4% of AFG's total outstanding shares. Additionally, Fred J.
Runk owned 6,007 shares of Series J Preferred Stock of American Financial
Corporation ("AFC"), a subsidiary of AFG, which represents less than 1% of
the outstanding shares of AFC's Series J Preferred Stock.

Section 16(a) Beneficial Ownership Reporting Compliance
_______________________________________________________

An initial statement of beneficial ownership of Company securities on
Form 3 filed in 1997 by Benjamin Paz, President and Chief Operating Officer
of Chiquita Banana Group - North America, inadvertently did not include 2,000
shares of the Company's Common Stock purchased before joining the Company.

DISCUSSION OF PROPOSALS TO BE VOTED ON
______________________________________

PROPOSAL 1: ELECT SEVEN DIRECTORS
___________________________________

The Board of Directors has nominated seven individuals for election as
directors at the Annual Meeting. Each nominee is currently serving as one of
our directors. If you re-elect them, they will hold office until the next
annual meeting or until their successors have been elected.

We know of no reason why any nominee may be unable to serve as a
director. However, if any nominee should become unable to serve as a
director, your proxies may vote for another nominee proposed by the Board, or
the Board may reduce the number of directors to be elected. If any director
resigns, dies or is otherwise unable to serve out his or her term, or if the
Board increases the number of directors, the Board may fill the vacancy until
the next annual meeting. No shareholder may vote for more than seven
nominees.

Who Are The Nominees For Director?
__________________________________

The nominees for election as a director are as follows:

Carl H. Lindner (Chairman of the Executive Committee) has been a director
since 1976. He has been Chairman of the Board and Chief Executive Officer of
the Company since 1984. He is also Chairman of the Board and Chief Executive
Officer of AFG which, through its subsidiaries, is engaged primarily in
specialty and multi-line property and casualty insurance businesses and in
the sale of tax-deferred annuities. For nearly 40 years, Mr. Lindner has
been Chairman of the Board and Chief Executive Officer of AFC, which became
an AFG subsidiary in 1995. Mr. Lindner also serves as Chairman of the Board
of American Annuity Group, Inc. ("AAG"), which is over 80% owned by AFG.
Age 78.

Keith E. Lindner (Member of the Executive Committee) has been a director
since 1984. He has been Vice Chairman of the Board since 1997 and was
President and Chief Operating Officer of the Company from 1989 to 1997. He
has served the Company in various executive capacities since 1984. He is
also a Co-President and a Director of AFG and AFC. Age 38.

Fred J. Runk has been a director since 1984. He has been Senior Vice
President and Treasurer of AFG and AFC since 1995. For more than five years
prior to that time, he served as Vice President and Treasurer of AFC. He was
a Vice President of the Company from 1984 to March 1996 and was its Chief
Financial Officer from 1984 to 1994. Age 55.

Jean Head Sisco (Chairman of the Audit Committee and a member of the
Compensation Committee) has been a director since 1976. She has been a
Partner in Sisco Associates, management consultants, for more than five
years. She is also a director of American Funds Tax Exempt Series I; K-Tron
International; The Neiman Marcus Group, Inc.; Newmont Mining Corp - Newmont
Gold Mining; and Textron Inc. Age 72.

William W. Verity (Member of the Audit and Compensation Committees) has
been a director since 1994. He has been Chairman and Chief Executive Officer
of ENCOR Holdings, Inc. ("ENCOR") since 1991. ENCOR has two subsidiaries,
ENCOR Technologies, Inc. and Compression, Inc., which develop and manufacture
plastic molded components. ENCOR is a subsidiary of Leaver Corp., an
investment holding company. Mr. Verity served as President of Leaver Corp.
from 1987 through 1993 and is currently Chairman of that company. Age 39.

Oliver W. Waddell (Member of the Audit and Compensation Committees) has
been a director since 1994. He was Chairman, President and Chief Executive
Officer of Star Banc Corporation, a multi-state bank holding company, when he
retired in 1993. He is a director of Star Banc Corporation and Cinergy
Corp. Age 67.

Steven G. Warshaw (Member of the Executive Committee) has been a director
since 1997. He has been President and Chief Operating Officer of the Company
since 1997. He served as Chief Financial Officer from 1994 to March 1998
and as Executive Vice President and Chief Administrative Officer of the
Company from 1990 to 1997. He has served the Company in various capacities
since 1986. Age 44.

Carl H. Lindner is Keith E. Lindner's father.

In December 1993, Great American Communications Company, which
subsequently changed its name to Citicasters Inc., completed a comprehensive
financial restructuring. The restructuring included a prepackaged plan of
reorganization which was filed in November of that year under Chapter 11 of
the Bankruptcy Code. Carl H. Lindner and Fred J. Runk had been executive
officers of that company within two years before its bankruptcy
reorganization.

What Vote Is Required To Elect The Seven Directors?
___________________________________________________

The seven nominees who receive the highest number of votes will be
elected as directors. If you do not vote for a particular nominee, or if you
indicate "withhold authority to vote" for a particular nominee on your proxy
card, your vote will not count either "for" or "against" the nominee;
however, your vote will be counted for purposes of determining a quorum.
There is no provision for cumulative voting in the election of directors. A
"broker non-vote" will also have no effect on the outcome since only a
plurality of votes actually cast is required to elect a director.

PROPOSAL 2: APPROVE THE CHIQUITA 1998 STOCK OPTION AND INCENTIVE PLAN
_______________________________________________________________________

We are asking for your approval of the Chiquita 1998 Stock Option and
Incentive Plan (the "1998 Plan"). The Board adopted the 1998 Plan on
March 18, 1998, subject to your approval at the Annual Meeting.

The 1998 Plan is intended to replace the 1986 Stock Option and Incentive
Plan (the "1986 Plan"). The primary reason we are replacing the 1986 Plan
with the 1998 Plan is that less than 700,000 shares remain available for
awards under the 1986 Plan. If you approve the 1998 Plan, we will grant no
further awards under the 1986 Plan. However, all stock options and other
awards outstanding under the 1986 Plan will remain outstanding.

Why Do Shareholders Need To Approve The Plan?
_____________________________________________

We are seeking shareholder approval of the 1998 Plan for two reasons:
(i) to comply with applicable New York Stock Exchange rules, and (ii) to
preserve certain tax deductions for the Company under Section 162(m) of the
Internal Revenue Code (the "Code") which imposes a limitation on the
Company's ability to take a tax deduction for compensation in excess of
$1,000,000 in any year to any one of the executive officers named in the
Summary Compensation Table. This limitation does not apply to compensation
attributed to the exercise of stock options if, among other conditions, the
stock options were granted pursuant to a plan that has been approved by the
shareholders.

What Are The Terms Of The 1998 Plan?
____________________________________

A summary of the 1998 Plan is set forth below. Because it is a summary,
it may not contain all the information that is important to you. The full
text of the 1998 Plan is included as Appendix A.

Summary of 1998 Plan
____________________

Purpose. The purpose of the 1998 Plan is to promote the long-term
growth and success of the Company by (i) enabling the Company to compete
successfully in attracting and retaining employees and directors (and
consultants and advisors) of outstanding ability, (ii) stimulating the
efforts of such persons to achieve the Company's objectives, and (iii)
encouraging the identification of their interests with those of the Company's
shareholders.

Shares Available. The maximum number of shares of Common Stock which may
be issued under the 1998 Plan is 10,000,000, plus (i) the number of shares
that remain available for future grants under the 1986 Plan upon its
termination (approximately 650,000 at March 20, 1998), and (ii) the number of
shares represented by awards granted under the 1986 Plan which subsequently
expire, terminate or are forfeited. In addition, any shares unissued or
undelivered pursuant to awards under the 1998 Plan which expire, terminate or
are forfeited may be re-used for future grants under the 1998 Plan.

Maximum Award Per Individual. The number of shares of Common Stock which
may be subject to awards granted under the 1998 Plan to any individual may
not exceed 1,500,000 in any three consecutive calendar years.

Administration. The 1998 Plan is to be administered by a committee (the
"Committee") of two or more directors. Committee members are not eligible to
participate in the 1998 Plan except through the automatic grant of stock
options described below under "Stock Options." Initially, the Committee will
be the same as the Compensation Committee and will be composed of Jean Head
Sisco, William W. Verity and Oliver W. Waddell. The Committee may delegate
its authority to one or more officers of the Company; however, only the
Committee may grant awards to executive officers of the Company and determine
the terms and conditions of those awards.

Eligibility. Employees (including officers), directors, and certain
advisors and consultants of the Company and its subsidiaries are eligible to
be selected to participate in the 1998 Plan. There is no limit to the number
of participants in the 1998 Plan and participation is based on selection by
the Committee or the President (usually based on managerial level and
performance). At March 20, 1998, there were 788 participants in the 1986
Plan. No awards have been granted to any advisors or consultants under the
1986 Plan and there are no current plans to grant any awards to such
individuals, although the Committee may grant such awards in the future.

Types of Awards. The 1998 Plan provides for the grant of the following
types of awards: (1) stock options, including Incentive Stock Options,
Non-Qualified Stock Options, and Replacement Options; (2) Stock Appreciation
Rights, in tandem with stock options or freestanding; (3) stock awards,
including restricted and unrestricted awards of stock; and (4) Performance
Awards. Awards may be granted singly, in combination or in tandem, as
determined by the Committee. Except to the extent provided by law, awards
are generally non-transferable. However, the Committee may in its discretion
permit a Participant to transfer a Non-Qualified Stock Option or SAR to a
member of his or her immediate family for no consideration.

Although we have no current plans to grant awards other than stock
options and shares of restricted stock, the availability of other forms of
awards will enable us to structure incentives for particular situations
should the need arise.

Stock Options. Options to purchase shares of the Company's Common Stock
permit the holder to purchase a fixed number of shares at a fixed price. At
the time a stock option is granted, the Committee determines the number of
shares subject to the option, the term of the option (up to 10 years for
Incentive Stock Options or 20 years for Non-Qualified Stock Options), the
manner and time of the option's exercise, and the price per share of stock
that a participant must pay to exercise the option. Any option granted in
the form of an Incentive Stock Option may not be granted more than 10 years
after the effectiveness of the 1998 Plan and must satisfy the applicable
requirements of Section 422 of the Code. The Code prohibits the grant of
Incentive Stock Options to anyone other than employees of the Company or its
subsidiaries. The exercise price for a stock option may be paid by a
participant in cash or in shares of Common Stock owned by the Participant for
at least six months.

The Committee may grant a Replacement Option to any employee who
exercises an option granted under the 1998 Plan using then-owned Common Stock
as payment for the purchase price. A Replacement Option grants the employee
the right to purchase, at the fair market value as of the date of exercise of
the original option, a number of shares of Common Stock not to exceed the
number of shares used by the employee (i) to pay the exercise price and (ii)
to satisfy applicable withholding taxes on the transaction. A Replacement
Option may not be exercised for one year following the date of grant, and its
term may not extend beyond the term of the original option. No Replacement
Options have been granted under the 1986 Plan and there are no present plans
to grant any under the 1998 Plan, although the Committee retains the right to
grant such awards in the future.

Each non-employee director will be granted a Non-Qualified Stock Option
for 10,000 shares of Common Stock automatically on the date he or she is
first elected or appointed to the Board. Additionally, each year at the same
time that the Committee decides the total number of stock options to be
granted to employees in connection with the Company's annual compensation
review, each non-employee director of the Company who has served on the Board
for at least six months automatically will be granted a Non-Qualified Stock
Option for 10,000 shares of Common Stock.

All options granted to non-employee directors have a 20-year term and
vest over a 10-year period, with 9% of the shares exercisable on the date of
grant and an additional 9% exercisable on each anniversary of the date of
grant until the tenth anniversary when the remaining 10% will be
exercisable. The exercise price for all options granted to non-employee
directors is the fair market value of the Common Stock on the date of grant.

We currently expect that most stock options granted to executive officers
and other employees under the 1998 Plan will have the 10-year vesting
schedule and 20-year term described in the preceding paragraph (as is the
case with substantially all stock options now held by participants under the
1986 Plan), although the Company reserves the right to change this practice.

Stock Appreciation Rights ("SARs"). An SAR is a right to receive a
payment equal to the excess of (i) the fair market value of a share of Common
Stock on the date of exercise over (ii) the reference price per share of
Common Stock established in connection with the grant of the SAR. The 1998
Plan authorizes the Committee to grant SARs either with a stock option
("Tandem SARs") or independent of a stock option ("Non-tandem SARs"). The
reference price per share covered by an SAR will be (i) in the case of a
Tandem SAR, the per share exercise price of the related option, or (ii) in
the case of a Non-tandem SAR, the per share fair market value on the date of
grant.

A Tandem SAR may be granted either at the time of the grant of the
related stock option or at any time thereafter during the term of the stock
option. A Tandem SAR may be exercised only at the times and to the extent
the related stock option is exercisable. The exercise of a Tandem SAR will
automatically result in the surrender of the same portion of the related
option. A Non-tandem SAR will be exercisable as provided by the Committee.
A Tandem SAR expires upon the termination of the related stock option. A
Non-tandem SAR may have a term no longer than 20 years from its date of grant.

Stock Awards. Stock awards are grants of shares of Common Stock which
may be restricted (i.e., subject to a holding period and/or other conditions)
or unrestricted. The Committee will determine the amounts, terms and
conditions of the awards, including the price to be paid, if any, for
restricted awards and contingencies related to the attainment of specified
performance goals or continued employment.

Performance Awards. Performance Awards are the right to receive either
Common Stock or cash of an equivalent value, or a fixed dollar amount payable
in cash, shares, or both, at the end of a specified performance period.
Performance Awards may be conditioned or based upon the performance of the
individual, the Company, or an operating unit or division of the Company, or
upon an increase in the value of the Common Stock (in each case, based upon
objectively measurable criteria), or upon other factors or criteria set by
the Committee. The vesting of Performance Awards may also be conditioned
upon continued employment.

Other Terms of Awards. Awards may be paid in cash, Common Stock, or a
combination of both, as determined by the Committee. If an award is granted
in the form of a Restricted Stock Award or Performance Award, the Committee
may include as part of the award an entitlement to dividend or voting rights.

Awards may vest early or be forfeited in certain circumstances. An award
will be forfeited upon a termination of employment for cause or if, following
a termination of employment for any other reason, the participant engages in
any act which would have warranted a termination for cause. In the event of
death, disability or retirement, awards will vest in full and will be
exercisable for one year (or such longer period as the Committee may
specify), or until the expiration of the original term of the award,
whichever period is shorter. Except as set forth under "Change of Control,
Merger or Sale" below, in the event of termination of employment for any
other reason, unless the Committee determines otherwise, awards not vested at
the date of termination will be forfeited and awards which are vested at the
date of termination must be exercised within 90 days after the date of
termination (or expiration of the award, if sooner) or they will also be
forfeited.

The Committee may establish other terms, conditions and/or limitations of
an award, so long as they are not inconsistent with the 1998 Plan. In
addition, the Committee may at any time offer to buy out an award or to
substitute a new award, with different terms and conditions, for a previously
granted award.

Change of Control, Merger or Sale. In the event of a Change of Control
(as defined below), all awards outstanding (other than those subject to
unsatisfied performance criteria) on the date of the Change of Control will
become fully vested. If a participant's employment with the Company or a
subsidiary is terminated by the Company or such subsidiary for any reason,
other than for cause, within one year after a Change of Control, all vested
stock options and SARs held by such employee upon termination of employment
will be exercisable for one year or until expiration of the original term of
the award, whichever period is shorter.

A Change of Control occurs when:

(i) a person or group (other than AFG, specified members of the
Lindner Family or a "passive" institutional investor) acquires beneficial
ownership of 30% or more of the voting power of the Company's voting
securities (unless AFG or members of the Lindner Family own a greater
percentage than such person or group); or

(ii) during any two-year period, the members of the Company's Board
of Directors (together with those directors elected to the Board of
Directors with the approval of at least two-thirds of the initial or
similarly elected directors) no longer constitute a majority of the
Board; or

(iii) immediately after any merger, consolidation or reorganization
of the Company, or sale of substantially all of its assets, in which
outstanding awards remain outstanding or are assumed by the surviving or
acquiring entity, and (a) the voting securities of the Company which were
outstanding immediately before the transaction represent less than 50%
of the voting securities of the surviving or acquiring entity, and (b)
either (x) a person or group (other than a "passive" institutional
investor) beneficially owns more than 20% of the surviving or acquiring
entity's voting securities and more than the percentage owned by AFG and
the Lindner Family, or (y) AFG and the Lindner Family beneficially own
less than 2% of the surviving or acquiring entity's voting securities.

In the event of a merger, consolidation, reorganization, liquidation, or
sale of substantially all of the Company's assets that results in the
conversion of the Company's Common Stock into stock of another company
(including a transaction referred to in clause (iii) of the definition of
Change of Control above) or into cash, if provision is not made for the
surviving entity to assume outstanding stock awards, such awards (other than
awards containing unsatisfied performance criteria) will become 100%
vested, but will terminate to the extent not exercised prior to the
completion of the transaction. Holders of stock options and SARs will be
provided the opportunity to exercise such awards subject to the transaction
actually occurring and will be allowed to defer payment of the exercise price
until after the closing of the transaction.

The Company plans to conform the 1986 Plan to the 1998 Plan by adding the
Change of Control provisions summarized above. These changes will be
applicable to outstanding awards under the 1986 Plan.

Federal Tax Treatment. Under current U.S. federal tax law, the following
are the U.S. federal income tax consequences generally arising with respect
to awards under the 1998 Plan. Different tax consequences may result in the
case of awards to employees of non-U.S. subsidiaries of the Company or
non-U.S. employees of the Company or any subsidiary.

Non-Qualified Stock Option. A participant who is granted a Non-Qualified
Stock Option does not have taxable income at the time of grant, but does have
taxable income at the time of exercise equal to the difference between the
exercise price of the shares and the market value of the shares on the date
of exercise. The Company is entitled to a corresponding tax deduction in the
amount and at the time that the employee is taxed.

Incentive Stock Option. A participant who is granted an Incentive Stock
Option does not realize any taxable income at the time of the grant or
exercise of the option. Similarly, the Company is not entitled to any tax
deduction at the time of the grant or exercise of the option. If the
participant makes no disposition of the shares acquired in connection with
the exercise of an Incentive Stock Option before the later of (i) two years
after the date of grant, or (ii) one year after the date of exercise of the
option, any gain or loss realized on a subsequent disposition of the shares
will be treated as a long-term capital gain or loss. Under such
circumstances, the Company will not be entitled to any deduction for federal
income tax purposes. On the other hand, if the participant disposes of the
shares before the lapse of either required holding period, then the
participant will have taxable income at the time of exercise equal to the
difference between the exercise price of the shares and the market value of
the shares on the date of exercise, and the Company will be entitled to a
corresponding tax deduction in the amount and at the time that the employee
is taxed.

Stock Appreciation Right (SAR). The grant of an SAR will produce no U.S.
federal tax consequences for the participant or the Company. The exercise of
an SAR results in taxable income to the participant, equal to the difference
between the reference price of the shares and the market price of the shares
on the date of exercise, and the Company is entitled to a corresponding tax
deduction in the amount and at the time that the employee is taxed.

Performance Award. A participant who has been granted a Performance
Award will not realize taxable income at the time of the grant, and the
Company will not be entitled to a tax deduction at such time, unless the
participant makes an election to be taxed on the market value of the award at
the time of grant. A participant will realize ordinary income at the time
the award is paid equal to the amount of cash paid or the value of shares
delivered, and the Company will be entitled to a corresponding tax deduction
in the amount and at the time that the employee is taxed.

Restricted Stock. A participant who has been granted an award of
restricted shares of Common Stock will not realize taxable income at the time
of the grant, and the Company will not be entitled to a tax deduction at the
time of the grant, unless the participant makes an election to be taxed at
the time of the award. When the restrictions lapse, the participant will
receive taxable income in an amount equal to the excess of the market value
of the shares at such time over the amount, if any, paid for such shares and
the Company will be entitled to a corresponding tax deduction.

Unrestricted Stock. The grant of an award of unrestricted Common Stock
will produce immediate tax consequences for both the participant and the
Company. The participant will be treated as having received taxable
compensation in an amount equal to the then fair market value of the Common
Stock awarded and the Company will receive a corresponding tax deduction.

Reimbursement of Taxes. At its discretion, the Committee may authorize
the Company to reimburse a participant for federal, state, local and foreign
tax obligations incurred as a result of the grant or exercise of an award.

Termination and Amendment. The Board of Directors may amend the 1998
Plan at any time but may not adopt any amendment which would impair the
rights of a participant with respect to awards granted prior to the amendment
without his or her consent. In addition, no amendment may be made which
would increase the maximum number of shares available for awards under the
1998 Plan, or which may be awarded to any individual, without shareholder
approval.

The 1998 Plan will continue in effect indefinitely until terminated by
the Board of Directors. Termination of the 1998 Plan will not impair the
status of any awards outstanding at the date of termination.

Pro-Forma 1998 Plan Benefits. As of the date of this Proxy Statement, we
have made no awards under the 1998 Plan. Awards granted in the future will
be based generally on employee performance and other factors. As a result,
it is not possible to determine the benefits or amounts that will be received
by any particular person or group of persons in the future, other than the
automatic grants to non-employee directors as described above under "Types of
Awards -- Stock Options." If the 1998 Plan had been in effect during
1997, the same awards would have been granted that were granted under the
1986 Plan.

There is a description of the awards granted under the 1986 Plan to the
executive officers named in the Summary Compensation Table under the caption
"Compensation of Executive Officers -- Summary Compensation Table" and
"Option Grants for 1997." The following table provides additional
information about stock options and other awards granted under the 1986 Plan
to certain groups for performance in 1997. The closing price of the
Company's Common Stock as reported on the New York Stock Exchange on
March 20, 1998 was $14.00 per share.

<TABLE>
<CAPTION>
Dollar Value of Number of Shares Covered
Name and Position Awards ($)(1) By Awards (#)
_________________________________ _______________ ________________________
<S> <C> <C>

All Executive Officers as a Group $4,670,000 1,017,995
(10 persons)

All Non-Employee Directors as a 135,000 40,000
Group (4 persons)

All Employees as a Group, 8,115,000 1,829,235
excluding Executive Officers
(approximately 775 persons)

<FN>
(1) The awards summarized in the table above include stock options with a
10-year vesting period and 20-year expiration term, restricted stock
which vests 100% two years after the date of grant and, in the case
of certain employees other than executive officers, stock options
with a three-year vesting period and 10-year expiration term. The
grant date present value of stock option awards was calculated using
the Black-Scholes option pricing model. The assumptions used in the
model included (a) an expected Chiquita stock price volatility of
approximately 37%; (b) a weighted average risk-free interest rate of
5.9%; (c) a dividend yield of 1.5%; and (d) a weighted average expected
option life of 8 years. In addition, the Black-Scholes model output was
modified by a discount to reflect the risk of forfeiture (8% per
year probability) due to restrictions on exercise of the options
in accordance with the vesting provisions. The actual value of
the option, if any, will depend on the market price of the
Company's Common Stock on the date of exercise. The value of the
restricted stock is based on the market price of Chiquita Common
Stock on the date of grant, discounted to reflect the risk of
forfeiture (8% per year probability) in accordance with the vesting
provisions.
</FN>
</TABLE>

What Vote Is Required To Approve The 1998 Plan?
_______________________________________________

The affirmative vote of a majority of the votes cast by the holders of
shares of Common Stock and Series C Preference Stock, voting as a single
class, is required to approve the 1998 Plan.

The Board of Directors recommends a vote "FOR" this proposal.

PROPOSAL 3: INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
____________________________________________________________________

The Board of Directors has approved, subject to shareholder adoption, an
amendment to the Company's Second Restated Certificate of Incorporation (the
"Certificate of Incorporation") which would increase the number of shares of
Common Stock which the Company is authorized to issue from 150,000,000 to
200,000,000 shares.

The Board of Directors believes that additional shares of Common Stock
should be available for issuance by the Board of Directors from time to time
for proper corporate purposes. Of the shares of Common Stock currently
authorized, on March 20, 1998, 64,364,017 shares were outstanding and
45,082,161 shares were reserved for issuance upon conversion of outstanding
convertible debentures and preferred and preference stock, upon the exercise
of outstanding options, or in connection with the Company's employee benefit
and dividend reinvestment plans. If the 1998 Stock Option and Incentive Plan
is approved as discussed above, an additional 10,000,000 shares of Common
Stock will be reserved for issuance. This would leave only approximately
30,000,000 authorized shares available as unissued and unreserved. This
amendment adds 50,000,000 authorized shares of Common Stock and increases the
number of authorized shares of Common Stock to 200,000,000 shares.

The newly authorized shares of Common Stock will be issuable from time to
time by action of the Board of Directors for any proper corporate purpose,
without shareholder approval unless required by applicable law or the rules
of the New York Stock Exchange. Currently the most restrictive of these rules
would require shareholder approval if shares equal to or in excess of 20% of
then outstanding shares were to be issued in one transaction or series of
related transactions, other than a public offering for cash. Shares of
Common Stock could be issued for purposes including financings, payment of
stock dividends, subdivision of outstanding shares through stock splits,
employee stock options and bonuses, and corporate acquisitions. The
additional shares also could be issued in a private placement transaction to
a third party favored by the Board of Directors in the event of a takeover
attempt directed at the Company, which could give the favored party an
advantage over a competing party in a contest to acquire control of the
Company.

The Company has no present plans to issue the newly authorized shares
other than for corporate transactions in the ordinary course of business and
pursuant to the Company's employee benefit plans.

What Vote Is Required To Approve This Amendment?
________________________________________________

The affirmative vote of two-thirds of the votes cast by the holders of
shares of Common Stock and Series C Preference Stock, voting as a single
class, is required to adopt this amendment to the Certificate of
Incorporation.

The Board of Directors recommends a vote "FOR" this proposal.

PROPOSAL 4: CHANGE THE TITLE AND PAR VALUE OF CAPITAL STOCK TO "COMMON
STOCK, $.01 PAR VALUE"
______________________________________________________________________

The Board of Directors has approved, subject to shareholder adoption, an
amendment to the Company's Certificate of Incorporation to change the title
and par value of the Company's Common Stock from "Capital Stock, $.33 par
value per share" to "Common Stock, $.01 par value per share." The current
terminology originated in the 1899 certificate of incorporation of the United
Fruit Company, the Company's predecessor. The Board of Directors believes
the title should be changed to make the name consistent with modern
terminology and to avoid the confusion which has sometimes resulted from the
title "Capital Stock."

In 1988, the Company had a three-for-one stock split which resulted
in the par value of the Company's Common Stock changing from $1.00 per share
to $.33 per share. Although under modern law par value is virtually
meaningless, this odd number has at times caused some confusion to those
reviewing our balance sheet. The changes suggested will eliminate this
confusion and will have no effect on the legal rights associated with the
Common Stock or the Company's ability to pay dividends or make other
distributions to holders of Common Stock.

What Vote Is Required To Approve This Amendment?
________________________________________________

The Board of Directors recommends a vote "FOR" this proposal.

PROPOSAL 5: DECREASE THE SHAREHOLDER VOTE REQUIRED TO ADOPT FUTURE
AMENDMENTS TO THE CERTIFICATE OF INCORPORATION FROM TWO-THIRDS
TO A MAJORITY OF THE VOTES CAST
__________________________________________________________________________

The Board of Directors has approved, subject to shareholder adoption, an
amendment to the Company's Certificate of Incorporation to decrease the
required shareholder vote to adopt future amendments to the Certificate of
Incorporation. Currently, a vote of two-thirds of the votes cast at a
shareholders' meeting at which a quorum is present is required to adopt any
amendment. If the proposed amendment is adopted, the required vote would be
decreased to a majority of the votes cast.

The law in New Jersey, where the Company is incorporated, was amended in
1968 to change the minimum shareholder vote required to amend a certificate
of incorporation to a majority, rather than two-thirds, for all corporations
formed after 1968. Adoption of this amendment will bring the Company's
Certificate of Incorporation into conformity with what is permitted by
current New Jersey law.

What Vote Is Required To Approve This Amendment?
________________________________________________

The Board of Directors recommends a vote "FOR" this proposal.

INFORMATION ABOUT THE BOARD OF DIRECTORS
________________________________________

Meetings of the Board
_____________________

During 1997, Chiquita's Board of Directors held six meetings. Each
director attended at least 75% of the total number of meetings of the Board
and of the committees on which he or she served.

Committees of the Board
_______________________

Chiquita's Board of Directors has three standing committees: an Executive
Committee, an Audit Committee and a Compensation Committee. The Board does
not have a Nominating Committee.

Executive Committee. Under New Jersey law and the Company's By-laws, the
Executive Committee is permitted to perform all of the functions of the Board
of Directors except it cannot: change the By-laws; change directors; remove
officers; submit matters to shareholders which require shareholder action; or
change resolutions adopted by the Board which by their terms may be changed
only by the Board. During 1997, the Executive Committee held no meetings but
took action by unanimous written consent six times.

Audit Committee. The functions of the Audit Committee include: reviewing
Chiquita's financial and accounting policies and its annual and quarterly
financial statements; meeting with the Company's internal audit staff and
independent auditors to review the scope of the annual audit; reviewing the
progress and results of the audit and considering any recommendations made as
a result of the audit and management's response to such recommendations; and
recommending to the Board of Directors the selection of Chiquita's
independent auditors. During 1997, the Audit Committee held five meetings
with members of the Company's management and internal audit staff and met
with the Company's independent auditors at four of those meetings.

Compensation Committee. The functions of the Compensation Committee
include: evaluating the performance and reviewing and approving all
compensation of the Company's executive officers and certain other designated
senior executives; establishing general compensation policies and standards
for evaluation of all other senior management; evaluating and monitoring
long-range planning for executive development and succession; and
administering the Company's 1986 Stock Option and Incentive Plan. If
approved by the shareholders, the Compensation Committee will also administer
the Chiquita 1998 Stock Option and Incentive Plan. During 1997, the
Compensation Committee held five meetings and took action by unanimous
written consent one time.

Board Compensation
__________________

Board and Committee Fees. Each director who is not an employee of the
Company receives an annual fee of $40,000 plus $1,500 for each Board meeting
attended. Carl H. Lindner does not receive such Board fees, but does
receive $15,000 per year as Chairman of the Executive Committee. Jean Head
Sisco receives $15,000 per year as Chairman of the Audit Committee and $7,500
per year as a member of the Compensation Committee; and William W. Verity and
Oliver W. Waddell each receive $15,000 per year as members of both the Audit
and Compensation Committees.

Deferred Compensation Plan. Directors may defer from 10% to 100% of
their Board compensation for a term of 5 years, 10 years or until death,
disability or retirement, pursuant to the Deferred Compensation Plan for
Directors. Amounts deferred under this plan earn interest at rates
established each year depending upon the length of deferral. The annual rate
of interest earned on deferrals in 1997 was 11% if deferred for 5
years and 13% if deferred for 10 years or until death, disability or
retirement.

Stock Option Awards. Pursuant to the Company's 1986 Stock Option and
Incentive Plan, each non-employee director receives a non-qualified stock
option grant for 10,000 shares of the Company's Common Stock on the date
first elected a director and receives an additional stock option grant for
10,000 shares each year thereafter. All options awarded to non-employee
directors have an exercise price per share equal to the market price of the
Common Stock on the date of grant. The options have a 20-year term and vest
over a 10-year period, with 9% of the shares exercisable on the date of grant
and an additional 9% exercisable on each anniversary of the grant date,
except on the tenth anniversary when the remaining 10% become exercisable.
The 1998 Plan, which will replace the 1986 Plan if approved by shareholders,
has the same provisions as the 1986 Plan with respect to stock option awards
to non-employee directors.

COMPENSATION OF EXECUTIVE OFFICERS
__________________________________

Summary Information
___________________

The following table summarizes the annual and long-term compensation for
1997, 1996 and 1995 of the Chairman of the Board and Chief Executive Officer
and the four other most highly paid executive officers of the Company in
1997 (collectively, the "Named Executive Officers"). A report on executive
compensation by the Compensation Committee of the Board of Directors appears
on page 20 of this Proxy Statement.

SUMMARY COMPENSATION TABLE
__________________________

Annual Compensation Long-Term Compensation
______________________________ ___________________________
Securities
Restricted Underlying All Other
Name and Bonus Stock Awards Stock Options Compensation
Principal Position Year Salary($)(1) ($) (1)(2) ($) (2)(3) (#) (2) ($) (4)
______________________ ____ ____________ __________ ____________ _____________ ____________
<S> <C> <C> <C> <C> <C> <C>

Carl H. Lindner 1997 215,000 (5) -0- -0- -0- -0-
Chairman of the Board 1996 215,000 (5) -0- -0- -0- 4,527
and Chief Executive 1995 268,846 (5) -0- -0- -0- 1,902
Officer

Keith E. Lindner 1997 380,769 -0- -0- -0- 21,881
Vice Chairman of the 1996 900,000 -0- -0- -0- 20,698
Board 1995 935,000 -0- -0- -0- 21,346

Steven G. Warshaw 1997 600,000 550,000 -0- 280,000 42,383
President and Chief 1996 350,000 530,000 -0- 80,000 27,809
Operating Officer 1995 350,000 450,000 -0- 75,000 15,685

Robert F. Kistinger 1997 414,808 350,000 50,000 130,000 77,884
President and Chief 1996 300,000 400,000 -0- 195,000 38,417
Operating Officer, 1995 300,000 425,000 -0- 30,000 46,908
Chiquita Banana Group

Robert W. Olson (6) 1997 250,000 200,000 100,000 30,000 32,406
Senior Vice President, 1996 250,000 172,500 -0- 25,000 21,260
General Counsel and 1995 86,538 55,000 -0- 75,000 700
Secretary

<FN>
(1) Includes amounts deferred under the Company's Deferred Compensation Plan.

(2) Bonus awards, restricted stock awards and stock option grants were based
on 1997 performance even though most of these awards were made in early
1998.

(3) These awards consist of 3,875 and 7,749 shares of Common Stock granted to
Robert F. Kistinger and Robert W. Olson, respectively. The awards are
contingent upon continued employment through February 2000. Until then,
the executive officer has no right to receive dividends on the shares.

(4) Amounts disclosed for 1997 are comprised of the following:

(a) Company contributions to the Chiquita Savings and Investment
Plan ("SIP"): Keith E. Lindner, $16,625; Steven G. Warshaw,
$12,825; Robert F. Kistinger, $12,825; and Robert W. Olson,
$12,825.

(b) Company matching contributions on excess deferrals from the
SIP to the Deferred Compensation Plan as a result of IRS
limitations on the amount which can be deferred under a
401(k) savings plan: Steven G. Warshaw, $15,677; Robert F.
Kistinger, $20,774; and Robert W. Olson, $2,362.

(c) Above market interest (assuming the highest rate payable
under the Company's Deferred Compensation Plan, which has
a graduated interest schedule based upon the length of
deferral) calculated (but not paid or currently payable)
on deferred compensation: Keith E. Lindner, $5,136;
Steven G. Warshaw, $9,561; Robert F. Kistinger, $40,571;
and Robert W. Olson, $13,924.

(d) Term life insurance premiums paid by the Company:
Keith E. Lindner, $120; Steven G. Warshaw, $4,320; Robert F.
Kistinger, $3,714; and Robert W. Olson, $3,295.

(5) Includes $15,000 received as Chairman of the Executive Committee.

(6) Robert W. Olson joined the Company on August 28, 1995.
</FN>
</TABLE>

Stock Option Grants
___________________

The following table contains information concerning grants of stock
options based on 1997 performance to the Named Executive Officers under the
Company's 1986 Stock Option and Incentive Plan.

OPTION GRANTS FOR 1997

Individual Grants
_________________________________________________________
Number of % of Total
Securities Options Grant Date
Underlying Granted to Exercise or Present
Options Granted Employees for Base Price Expiration Value
Name (#) (1) 1997 ($/Sh) (2) Date (3) ($)
___________________ _______________ _____________ ___________ __________ __________
<S> <C> <C> <C> <C> <C>

Carl H. Lindner -0- - - - -
Keith E. Lindner -0- - - - -
Steven G. Warshaw 200,000 7.8% 15.6250 03/25/17 860,000 (4)
80,000 3.1% 12.9063 02/05/18 265,000 (5)
Robert F. Kistinger 100,000 3.9% 15.6250 03/25/17 430,000 (4)
30,000 1.2% 12.9063 02/05/18 100,000 (5)
Robert W. Olson 30,000 1.2% 12.9063 02/05/18 100,000 (5)
<FN>

(1) All options vest over a 10-year period with 9% immediately exercisable on
the date of grant and an additional 9% exercisable on each anniversary of
the grant date thereafter until the tenth anniversary when the remaining
10% will be exercisable. In the event of death, disability or retirement,
options are fully exercisable by the optionee or the optionee's legal
representative for one year following such event or until the normal
expiration date of the option, whichever occurs first.

(2) Represents the market price of a share of Chiquita Common Stock on the
date of grant (calculated as the average of the highest and lowest
selling prices on the New York Stock Exchange).

(3) Subject to earlier termination in case of termination of employment.

(4) The grant date present value was calculated using the Black-Scholes
option pricing model. The assumptions used in the model included (a)
an expected Chiquita stock price volatility of 37%; (b) a risk-free
interest rate of 6.8%; (c) a dividend yield of 1.5%; and (d) an expected
option life of 8 years. In addition, the Black-Scholes model output was
modified by a discount to reflect the risk of forfeiture (8% per year
probability) due to restrictions on exercise of the option in accordance
with the 10-year vesting provisions. Whether the assumptions used will
prove accurate cannot be known at the date of grant. The actual value,
if any, will depend on the market price of the Company's Common Stock
on the date of exercise.

(5) The grant date present value was calculated using the same assumptions
in footnote 4 above, except that (a) the expected Chiquita stock price
volatility was 36%; and (b) the risk-free interest rate was 5.6%.

</FN>
</TABLE>

Option Exercises, Holdings and Year-End Values
______________________________________________

The following table sets forth 1997 stock option exercises and 1997
year-end values of stock options held by the Named Executive Officers.

AGGREGATE OPTION EXERCISES IN 1997 AND 1997 YEAR-END OPTION VALUES (1)

Number of Securities
Underlying Unexercised Value of Unexercised
Options at December 31, In-The-Money Options at
Value 1997 (#) (1) December 31, 1997 ($) (1)(2)
Shares Acquired Realized __________________________ ____________________________
Name on Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
____________________ _______________ ________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>

Carl H. Lindner -0- -0- 12,600 7,400 -0- -0-
Keith E. Lindner -0- -0- -0- -0- -0- -0-
Steven G. Warshaw -0- -0- 195,450 459,550 391,815 811,690
Robert F. Kistinger -0- -0- 282,210 245,790 684,922 472,925
Robert W. Olson -0- -0- 22,500 77,500 11,531 69,718

<FN>
(1) Does not include options granted in February 1998 which were based on
performance in 1997.

(2) Value is calculated as the difference between the market price of the
Common Stock on December 31, 1997 ($16.00 per share) and the exercise
prices of the unexercised options.
</FN>
</TABLE>

REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
__________________________________________________________

The Compensation Committee of the Board of Directors (the "Committee") is
composed of Jean Head Sisco, William W. Verity and Oliver W. Waddell, who are
independent outside directors. The Committee is charged with responsibility
for reviewing the performance and establishing the individual compensation of
the executive officers named in the Summary Compensation Table ("Executive
Officers"), as well as approving the compensation of other key executives.
The Committee also establishes general compensation policies and standards
for reviewing management performance. In carrying out this function, the
Committee ensures that the Company's compensation philosophy is appropriate
to its business and is implemented effectively through its various policies
and programs.

Compensation Philosophy
_______________________

The Company's compensation philosophy is to motivate and reward the
achievement of long-term growth in shareholder value. To achieve this
objective, the Company has adopted a program called the Total Compensation
System which is designed to: (i) base cash and non-cash rewards on both
individual and Company performance; (ii) encourage stock ownership in order
to align the interests of management with those of shareholders; and (iii)
emphasize the importance of management's commitment to the long-term success
of the Company.

The program has three basic elements of compensation -- base salary,
bonus awards and stock options -- which are designed to attract, motivate and
retain dedicated, talented people who are capable of achieving the Company's
long-term objectives. These three elements of total compensation are
reviewed annually in connection with the appraisal of each manager's
performance against pre-established goals and objectives as well as the
Company's performance during the year. The program is used to establish the
total compensation of managers at many levels of the Company, including each
of the Executive Officers, except for the Chief Executive Officer ("CEO") and
the Vice Chairman of the Board, whose compensation is discussed below.

Compensation of Executive Officers Other Than the CEO and the Vice Chairman
___________________________________________________________________________

The primary factors considered by the Committee in establishing the total
annual cash compensation (salary plus bonus award) of each Executive Officer
except for the CEO and the Vice Chairman are: (i) the responsibilities of the
position; (ii) the executive's potential impact on the annual financial and
longer-term strategic results of the Company; (iii) the long-term
contributions of the executive; and (iv) the performance against
pre-established annual objectives which emphasize business unit and/or total
Company financial results.

Base Salary. Base salaries are established according to each executive's
position, responsibilities and long-term contribution. Base salaries are not
necessarily adjusted annually but are adjusted only when the Committee, after
soliciting the opinions of senior management, judges that an Executive
Officer's responsibilities and/or long-term contribution have changed
sufficiently to warrant a change in base salary.

Bonus Awards. The Executive Officers' bonus awards are determined in
accordance with the Company's Total Compensation Review Plan (the "TCR"), an
annual cash bonus incentive plan which covers most management positions.
Under the TCR, each management position has an annual target bonus which is
expressed as a percentage of base salary and is principally determined
according to the position's potential impact on Company results. Base
salary and target bonus are coordinated so that the combined amount provides
a total annual cash compensation level which, in the Committee's judgment,
is appropriate for the position and the individual Executive Officer.

Bonus awards are determined by measuring the Executive Officer's
performance against annual objectives in the following three categories: (i)
Team Profit Achievement Objectives, which include return on investment or
similar objectives for the relevant business unit(s); (ii) Individual Profit
Achievement Objectives, which include cost, revenue, volume, and
quality-related objectives appropriate to the individual; and (iii)
Management Achievement, Strategy and Organization Development Objectives,
which include development and implementation of business strategies and
organizational effectiveness programs.

Accomplishment of each objective is rated quantitatively and a weighted
average overall performance rating is calculated. The overall performance
rating indicates a range of percentages of target bonus for use in
determining the actual bonus. For 1997, the actual bonus was approved by the
Committee after consultation with and review of the recommendations of the
President and Chief Operating Officer. Actual bonus awards may range from 0%
of the target bonus (for overall performance which does not meet annual
objectives) to 200% of target (for overall performance which far exceeds
objectives). The TCR provides for payout of approximately 100% of target
bonus if the overall annual performance objectives are met.

Stock Options. Stock options are used to reward past performance and
motivate future performance, especially long-term performance. Most stock
options vest over a 10-year period with 9% exercisable immediately upon the
grant date and an additional 9% exercisable on each anniversary of the grant
until the tenth anniversary, when the final 10% becomes exercisable. The
Company's standard options have a 20-year exercise period and are priced at
the fair market value of the underlying Common Stock on the date of the
grant. The unusually long vesting and exercise periods and market pricing
are specifically intended to motivate management decisions which will be in
the shareholders' best long-term interests and will assist in the retention
of executive talent.

Targets for stock option awards are based on the capital value of the
grant (the number of stock options granted multiplied by the market price of
the option) and are established as a percentage of the targeted total annual
cash compensation (annual salary plus target bonus). Relating stock option
award targets to the capital investment required to purchase an equivalent
number of shares of stock is consistent with the Company's philosophy that
management should be rewarded when it is successful in increasing the value
of the Company's securities. Stock option award targets increase as the
responsibility, base salary and target bonus of a position increase. The
Company believes that market comparisons are not meaningful for the Company's
stock option award targets because of the unusually long vesting and exercise
periods of the Company's options.

Actual stock option awards may be larger or smaller than award targets
depending on a number of factors which are considered by the Committee,
including: the Executive Officer's performance against annual objectives
(described above under Bonus Awards); changes in responsibility; future
potential; considerations relating to management succession; and the number
of stock options awarded to the Executive Officer in prior years.

Restricted Stock. From time to time in previous years, the Company has
augmented stock option grants with awards of restricted stock to
executives. For 1997, the Company made awards of restricted stock that vest
100% on the second anniversary of the grant date (February 2000). These
restricted stock grants are designed to enhance incentives directly linked to
shareholder value and management retention over the next two years.

Compensation of Chairman and Chief Executive Officer for 1997
_____________________________________________________________

At the request of Carl H. Lindner, the Compensation Committee did not
increase his base salary during 1997 and did not award him a bonus or a stock
option. In establishing Mr. Lindner's compensation for 1997, as in years
past, the Committee considered the fact that Mr. Lindner had significant
responsibilities as an executive officer of American Financial Group, Inc.
and its subsidiaries and affiliates. Although Mr. Lindner devoted time to
matters more directly related to other enterprises, the Committee believes
his total compensation from the Company for 1997 was appropriate and
reasonable. This judgment is based on the Committee's conclusion that
Mr. Lindner has fully and effectively discharged the responsibilities of his
position with the Company to the Company's substantial benefit. Moreover,
the Committee believes that Mr. Lindner's strong leadership, guidance and
direction to the Company since he became Chairman and Chief Executive Officer
in 1984 have contributed to long-term growth in shareholder value, as
demonstrated by the graph on page 25 showing the cumulative total shareholder
return over the 13-year period from 1984 to 1997. As indicated elsewhere in
this Proxy Statement, Mr. Lindner has a substantial shareholder interest in
the Company through his ownership position in American Financial Group, Inc.

Compensation of Vice Chairman for 1997
______________________________________

In March 1997, Keith E. Lindner, President and Chief Operating Officer
of the Company since 1989, assumed the new position of Vice Chairman of the
Board. In that role, he has devoted his time principally to strategic issues
and initiatives, as well as the ongoing operations of the Company. The
Committee acceded to Mr. Lindner's request that, in light of his change in
position, his annual base salary be reduced to $200,000 and that he not be
awarded a bonus or stock options for 1997. As indicated elsewhere in this
Proxy Statement, Mr. Lindner has a substantial shareholder interest in the
Company through his ownership position in American Financial Group, Inc.

Compensation of Other Executive Officers for 1997
_________________________________________________

The base salaries of Messrs. Warshaw and Kistinger were increased to
$600,000 and $450,000, respectively, in accordance with their respective 1997
promotions to President and Chief Operating Officer of Chiquita Brands
International, Inc. and President and Chief Operating Officer of Chiquita
Banana Group. Their target bonuses also increased as a result of their
promotions. Target bonuses for Messrs. Warshaw, Kistinger and Olson ranged
from 50% to 100% of base salary. The weighted average overall performance
of each of these executives for 1997 met or exceeded their total objectives.
While the objectives and achievements were specific to each individual, they
included: accomplishment of strategic acquisitions outside the banana
business; adding management strength within the banana business; further
progress in implementing the Company's environmental improvement policy; and
strengthening of the Company's balance sheet through reduction in debt.
The performance ratings for these individuals produced 1997 bonuses ranging
from 86% to 160% of target.

The stock options and restricted stock granted to Executive Officers for
1997 performance were based on a number of factors specific to each
individual, including: the stock option target award level; the individual's
specific contributions during 1997 as well as long-term contributions to
the Company; any increase or significant change in responsibilities
(including, in the case of Messrs. Warshaw and Kistinger, their respective
promotions in 1997); and the total number of shares covered by previous
grants.

The Committee did not review or consider compensation surveys when
determining the 1997 bonus, stock option and restricted stock awards to
Executive Officers.

Tax Deductibility of Executive Compensation
___________________________________________

Section 162(m) of the Internal Revenue Code prohibits the Company from
taking an income tax deduction for any compensation paid to any of the
Executive Officers in excess of $1 million per year unless the compensation
qualifies as performance-based pay.

Compensation received from the exercise of stock options awarded under
the Company's 1986 Stock Option and Incentive Plan qualifies as
performance-based compensation and is fully deductible by the Company. While
the Company's TCR Bonus Plan does not meet all of the requirements for
deductibility, the non-deductible amount of compensation paid to the
Executive Officers in 1997 was not substantial and did not result in
incremental cost to the Company because of tax loss carryovers otherwise
available to it.

The Committee believes that it would not be in the best interests of the
Company or its shareholders to change its TCR Bonus Plan to meet the 162(m)
requirements for deductibility at this time because it believes the TCR Bonus
Plan is an effective means of delivering performance-based pay and it is the
same plan used to determine the compensation of most managers within the
Company. Thus, the Committee will continue to use the current system of
managing the compensation of Executive Officers in 1998, but will continue to
study the future consequences of compliance with Section 162(m).

Compensation Committee:
Jean Head Sisco
William W. Verity
Oliver W. Waddell

COMMON STOCK PERFORMANCE GRAPHS

The following performance graphs compare Chiquita's cumulative
shareholder returns over a 5-year and 13-year period, assuming $100 invested
at December 31, 1992 and December 31, 1984, respectively, in Chiquita Common
Stock, in the Standard & Poor's 500 Stock Index, and in an industry group
index of 18 other fruit and vegetable companies. The 13-year graph compares
Chiquita's performance over the entire period since 1984, when the current
management assumed responsibility for managing the Company. The calculation
of total shareholder return is based on the increase in the price of the
stock over the relevant period and assumes the reinvestment of all
dividends. In addition, total return was weighted according to the market
capitalization of each company at the beginning of each period.

The industry group is composed of: Dole Food Co., Inc.; Geest PLC; Fyffes
PLC; The Albert Fisher Group PLC; Perkins Foods; Stokely USA, Inc.; Seneca
Foods Corporation; United Foods, Inc.; Dean Foods Co.; Orange-Co., Inc.;
Del Monte Royal Foods Ltd.; Sylvan Foods Holdings, Inc.; Northland
Cranberries, Inc.; Odwalla, Inc.; Fresh America Corporation; and Unimark
Group, Inc. Two companies, Fresh Del Monte Produce Inc. and The Fresh
Juice Company, Inc., were added to the industry group this year to provide
further representation of the performance of companies with businesses and
product lines similar to those of Chiquita. Although Fresh Del Monte Produce
Inc. has been a primary competitor of the Company for many years, its stock
became publicly traded in 1997. The cumulative total return over the 5-year
and 13-year periods for the industry group previously used would have been
131 and 347, respectively, compared to 128 and 337 for the new industry group.

CHIQUITA BRANDS INTERNATIONAL, INC.
Cumulative Total Returns (1992-1997)
____________________________________

12/92 12/93 12/94 12/95 12/96 12/97
_____ _____ _____ _____ _____ _____
<S> <C> <C> <C> <C> <C> <C>
Chiquita 100 69 83 85 80 103
S&P 500 100 110 112 153 185 242
Fruit & Veg. Related 100 101 86 96 102 128
</TABLE

</TABLE>
<TABLE>
<CAPTION>

CHIQUITA BRANDS INTERNATIONAL, INC.
Cumulative Total Returns (1984-1997)

12/84 12/85 12/86 12/87 12/88 12/89 12/90 12/91 12/92 12/93 12/94 12/95 12/96 12/97
_____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____ _____

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Chiquita 100 259 311 431 470 505 944 1,196 534 369 442 453 426 553
S&P 500 100 132 156 164 191 252 244 318 343 377 382 526 632 828
Fruit & Veg. Related 100 127 154 170 213 264 283 272 210 223 198 232 257 337
</TABLE>

MISCELLANEOUS INFORMATION

Certain Transactions
____________________

From January 1997 through March 1997, the Company purchased airline
tickets and travel-related services totaling approximately $850,000 through
Provident Travel Corporation, a travel agency subsidiary of AFG until it was
sold in March 1997. The total amount paid to the travel agency included the
amount ultimately paid to the airlines or other service providers.

In 1997, the Company received payments from AAG of approximately $233,000
related to AAG's use of the Company's cafeteria. Prior to September 1996,
AAG subleased office space from Chiquita. In September 1996, the Company
obtained an early cancellation of its base lease in exchange for the Company
and AAG entering into new, separate leases for the office space with a third
party. Under the new lease, Chiquita's lease costs are less than under the
base lease. As consideration for AAG canceling the sublease, the Company
agreed to reimburse AAG for the difference between AAG's rent under its new
lease and the rent that was due under the sublease through April 1998, the
original expiration date of the sublease and the Company's base lease.
These lease reimbursements totaled $589,000 in 1997 net of AAG's share of
leasehold renovations of $400,000. Chiquita will reimburse AAG an
additional $287,000 through April 1998.

During 1997, the Company paid approximately $113,000 to The Cincinnatian
Hotel, which is owned by a subsidiary of AFG, for room rentals and use of
meeting facilities.

Chiquita believes that the financial terms of the transactions described
above were fair to Chiquita and were comparable to those that would apply to
unrelated parties.

Who Are The Company's Independent Auditors?
___________________________________________

The accounting firm of Ernst & Young LLP served as the Company's
independent auditors for 1997. They also served as independent auditors for
AFG and its subsidiaries. One or more representatives of Ernst & Young LLP
will attend the Annual Meeting, will be given the opportunity to make a
statement if they desire, and will be available to respond to appropriate
questions from shareholders. No auditor has yet been selected for the
current year, since it is Chiquita's practice not to select independent
auditors prior to the Annual Meeting.

What Is The Deadline For Submitting Shareholder Proposals For The 1999
Annual Meeting?
______________________________________________________________________

If you wish to submit a shareholder proposal for possible inclusion in
our 1999 proxy materials, we must receive it in writing on or before
December 1, 1998. Proposals should be mailed to the attention of the
Secretary of the Company at the Company's executive offices at 250 East
Fifth Street, Cincinnati, Ohio 45202.

How Do You Obtain An Annual Report On Form 10-K?
________________________________________________

The Company's 1997 Annual Report has already been mailed to you. If you
would like to receive a copy of the Company's 1997 Annual Report on Form 10-K
that was filed with the Securities and Exchange Commission, we will send you
one without charge. Please write to:

Chiquita Brands International, Inc.
Chiquita Center, 250 East Fifth Street
Cincinnati, Ohio 45202
Attn: Joseph W. Hagin II
Vice President, Corporate Affairs

By order of the Board of Directors,

Robert W. Olson
Senior Vice President, General Counsel
and Secretary

Cincinnati, Ohio
April 8, 1998

<PAGE>

CHIQUITA BRANDS INTERNATIONAL, INC.
Proxy for Annual Meeting

Registration Name and Address

P
R
O
X
Y

The undersigned hereby appoints Steven G. Warshaw and Robert W. Olson, or
either of them, proxies of the undersigned, each with the power to appoint
his substitute, and authorizes them to represent and to vote, as designated
below, all shares of $2.50 Convertible Preference Stock, Series C, which the
undersigned would be entitled to vote at the Annual Meeting of Shareholders
of Chiquita Brands International, Inc. to be held May 13, 1998 at 10:00 a.m.,
and any adjournment of such meeting.

The Board of Directors recommends a vote FOR the following:

1. Election of Directors: CARL H. LINDNER WILLIAM W. VERITY
KEITH E. LINDNER OLIVER W. WADDELL
FRED J. RUNK STEVEN G. WARSHAW
JEAN HEAD SISCO

[ ] FOR AUTHORITY to elect the [ ] WITHHOLD AUTHORITY to
nominees listed above (except vote for all nominees
those whose names have been listed above
crossed out)

2. Approval of the Chiquita 1998 Stock Option and Incentive Plan

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Adoption of an amendment to the Certificate of Incorporation to increase
the number of authorized shares of Capital Stock from 150 million to
200 million

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Adoption of an amendment to the Certificate of Incorporation to change
the title and par value of the Capital Stock, $.33 par value, to Common
Stock, $.01 par value

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. Adoption of an amendment to the Certificate of Incorporation to decrease
the shareholder vote required to make future amendments to the Certificate
of Incorporation from two-thirds to a majority of the votes cast

[ ] FOR [ ] AGAINST [ ] ABSTAIN

The proxies are further authorized in their discretion to vote upon such other
business as may properly come before the meeting and any adjournment of the
meeting.

Dated _____________, 1998 Signature:_____________________________________
Signature:_____________________________________
(if held Important: Please sign exactly as
jointly) name(s) appears on this form
indicating, where proper, official
position or representative capacity.
In the case of joint holders, all
should sign.

TO VOTE YOUR SHARES, YOU MUST MARK, SIGN, DATE AND RETURN THIS PROXY CARD.

When properly signed, this proxy will be voted in the manner directed by the
above signed shareholder(s). A properly signed proxy that gives no direction
will be voted for the election of all nominees for Director and for each of
Proposals 2 through 5.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
___________________________________________________________

<PAGE>

CHIQUITA BRANDS INTERNATIONAL, INC.
Proxy for Annual Meeting

Registration Name and Address

P
R
O
X
Y

The undersigned hereby appoints Steven G. Warshaw and Robert W. Olson, or
either of them, proxies of the undersigned, each with the power to appoint
his substitute, and authorizes them to represent and to vote, as designated
below, all shares of Capital Stock, $.33 par value, which the undersigned
would be entitled to vote at the Annual Meeting of Shareholders of Chiquita
Brands International, Inc. to be held May 13, 1998 at 10:00 a.m., and any
adjournment of such meeting.

The Board of Directors recommends a vote FOR the following:

1. Election of Directors: CARL H. LINDNER WILLIAM W. VERITY
KEITH E. LINDNER OLIVER W. WADDELL
FRED J. RUNK STEVEN G. WARSHAW
JEAN HEAD SISCO

[ ] FOR AUTHORITY to elect the [ ] WITHHOLD AUTHORITY to
nominees listed above (except vote for all nominees
those whose names have been listed above
crossed out)

2. Approval of the Chiquita 1998 Stock Option and Incentive Plan

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Adoption of an amendment to the Certificate of Incorporation to increase
the number of authorized shares of Capital Stock from 150 million to
200 million

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Adoption of an amendment to the Certificate of Incorporation to change
the title and par value of the Capital Stock, $.33 par value, to Common
Stock, $.01 par value

[ ] FOR [ ] AGAINST [ ] ABSTAIN

The proxies are further authorized in their discretion to vote upon such other
business as may properly come before the meeting and any adjournment of the
meeting.

TO VOTE YOUR SHARES, YOU MUST MARK, SIGN, DATE AND RETURN THIS PROXY CARD.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
___________________________________________________________

CHIQUITA BRANDS INTERNATIONAL, INC.

1998 STOCK OPTION AND INCENTIVE PLAN

(Effective as of May 13, 1998 upon Adoption
By the Shareholders at the 1998 Annual Meeting)

CHIQUITA 1998

STOCK OPTION AND INCENTIVE PLAN

T A B L E O F C O N T E N T S

I. PURPOSE. . . . . . . . . . 1

II. DEFINITIONS 1

III. ADMINISTRATION 5

3.1 The Committee 5
3.2 Powers of the Committee 5
3.3 Guidelines 6
3.4 Delegation of Authority 6
3.5 Decisions Final 6

IV. SHARES SUBJECT TO PLAN 6

4.1 Shares Available for Issuance of
Awards 6
4.2 Maximum Shares Per Participant 6
4.3 Re-Use of Shares 6
4.4 Adjustment Provisions 7

V. CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC. 7

5.1 Effect of Change of Control On
Outstanding Awards 7
5.2 Termination of Employment After Change
of Control 7
5.3 Merger, Consolidation, Etc. 7

VI. EFFECTIVE DATE AND DURATION OF PLAN 8

6.1 Effective Date 8
6.2 Duration of Plan 8

VII. STOCK OPTIONS 8

7.1 Grants 8
7.2 Terms of Options 8
7.3 Incentive Stock Options 9
7.4 Replacement Options 9
7.5 Award of Options to Directors of the
Company 10

VIII. STOCK APPRECIATION RIGHTS 11

8.1 Grant 11
8.2 Term 11
8.3 Exercise 11
8.4 Payment 11
8.5 Non-Transferability and Termination 11

IX. RESTRICTED AND UNRESTRICTED STOCK AWARDS 11

9.1 Grants of Restricted Stock Awards 11
9.2 Terms and Conditions of Restricted Awards 12
9.3 Unrestricted Stock Awards 12

X. PERFORMANCE AWARDS 12

10.1 Performance Awards 12
10.2 Terms and Conditions of Performance Awards 12

XI. TERMINATION OF AWARDS 13

11.1 Termination of Awards to Employees and
Directors 13
11.2 Acceleration of Vesting and Extension of
Exercise
Period Upon Termination 14
11.3 Buyout and Settlement of Awards 14

XII. TERMINATION OR AMENDMENT OF THIS PLAN 14

12.1 Termination or Amendment 14

XIII. GENERAL PROVISIONS 14

13.1 No Right to Continued Employment 14
13.2 Awards to Persons Outside the United States 15
13.3 Non-Transferability of Awards 15
13.4 Other Plans 15
13.5 Unfunded Plan 15
13.6 Withholding of Taxes 15
13.7 Reimbursement of Taxes 15
13.8 Governing Law 15
13.9 Liability 15
13.10 Successors 16

CHIQUITA 1998

STOCK OPTION AND INCENTIVE PLAN

SECTION I.

PURPOSE

The purpose of the Chiquita 1998 Stock Option
and Incentive Plan (the "Plan") is to promote the
long-term growth and financial success of Chiquita
Brands International, Inc. (the Company") and its
Subsidiaries by enabling the Company to compete
successfully in attracting and retaining employees
and directors (and consultants and advisors) of
outstanding ability, stimulating the efforts of such
persons to achieve the Company's long-range
performance goals and objectives, and encouraging the
identification of their interests with those of the
Company's shareholders.

SECTION II.

DEFINITIONS

For purposes of this Plan, the following terms
shall have the following meanings:

2.1 Advisor" means a person who provides bona
fide advisory or consulting services to the Company
or a Subsidiary and whose Shares subject to an Award
are eligible for registration on Form S-8 under the
Securities Act of 1933.

2.2 "Award" means any form of Stock Option,
Stock Appreciation Right, Restricted Stock Award,
Unrestricted Stock Award or Performance Award granted
under this Plan.

2.3 "Award Agreement" means a written agreement
setting forth the terms of an Award.

2.4 "Award Date" or "Grant Date" means the date
designated by the Committee as the date upon which an
Award is granted.

2.5 "Award Period" or "Term" means the period
beginning on an Award Date and ending on the
expiration date of such Award.

2.6 "Board" means the Board of Directors of the
Company.

2.7 Cause" means a Participant's engaging in
any of the following acts:

(i) any type of disloyalty to the Company,
including, without limitation, fraud, embezzlement,
theft, or dishonesty in the course of a Participant's
employment or business relationship with the Company;
or

(ii) conviction of a felony or other crime
involving a breach of trust or fiduciary duty owed to
the Company; or

(iii) unauthorized disclosure of trade secrets or
confidential information of the Company;

(iv) a material breach of any agreement with the
Company in respect of confidentiality, non-disclosure,
non-competition or otherwise; or

(v) any serious violation of Company policy
that is materially damaging to the Company's
interests.

2.8. "Change of Control" means the occurrence of
any of the following events:

(i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other
than an Exempt Holder or Exempt Entity, is or
becomes the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership"
of all shares that such person has the right to
acquire, whether such right is exercisable
immediately or only after the passage of time),
directly or indirectly, of 30% or more of the total
voting power of all of the Company's voting
securities then outstanding ("Voting Shares"),
provided, that Exempt Holders "beneficially own" (as
so defined), on a combined basis, a lesser percentage
of the Voting Shares than such other person and do
not have the right or ability by voting power,
contract or otherwise to elect or designate for
election a majority of the Board of the Company;

(ii) on any date, the individuals who
constituted the Company's Board at the beginning of
the two-year period immediately preceding such date
(together with any new directors whose election by
the Company's Board, or whose nomination for election
by the Company's shareholders, was approved by a
vote of at least two-thirds of the directors then
still in office who were either directors at the
beginning of such period or whose election or
nomination for election was previously so approved)
cease for any reason to constitute a majority of the
directors then in office; or

(iii) immediately after a merger or
consolidation of the Company or any Subsidiary
of the Company with or into, or the sale or
other disposition of all or substantially all of
the Company's assets to, any other corporation
(where pursuant to the terms of such transaction
all outstanding Awards are assumed by the
surviving, resulting or acquiring corporation or
new Awards are substituted therefor), (a) the
Voting Shares of the Company outstanding
immediately prior to such transaction do not
represent (either by remaining outstanding or by
being converted into voting securities of the
surviving or acquiring entity or any parent
thereof) more than 50% of the total voting power
of the voting securities of the Company or
surviving or acquiring entity or any parent
thereof outstanding immediately after such
merger or consolidation; and (b) either (x) a
person or group (other than an Exempt Entity)
beneficially owns a percentage of the total
voting power of the Company or surviving or
acquiring entity or any parent thereof which
exceeds both 20% and the percentage owned, on a
combined basis, by the Exempt Holders or (y) the
Exempt Holders beneficially own, on a combined
basis, less than 2% of such voting power.

2.9 "Code" means the United States Internal
Revenue Code of 1986, as amended, or any successor
legislation. Reference to any particular section of
the Code includes any successor amendments or
replacements of such section.

2.10 "Committee" means the committee appointed
by the Board and consisting of two or more Directors
of the Company, none of whom shall be eligible to
receive any Award pursuant to this Plan except as
provided in Section 7.5, and each of whom shall be a
"non-employee director" as defined in Rule 16b-3 and
an "outside director" as defined in Section 162(m) of
the Code.

2.11 "Common Stock" means the Company's Common
Stock, $.33 par value.

2.12 "Company" means Chiquita Brands
International, Inc.

2.13 "Control" means the power to direct or
cause the direction of the management and policies of
a corporation or other entity.

2.14 "Director" means any person serving on
the Board of Directors of the Company or any of its
Subsidiaries who is not an Officer (or officer) or
Employee of the Company or any Subsidiary.

2.15 "Disability" means a "permanent and total
disability" within the meaning of Section 22(e)(3) of
the Code, or in the case of an Employee, a disability
which qualifies as a long-term disability under the
Company's Long Term Disability insurance, or any
other definition of disability adopted by the
Committee.

2.16 "Eligible Person" means any person who is
either an Employee, Director or Advisor, except that
no Director of the Company shall be deemed an
Eligible Person with respect to any Award other than
those granted pursuant to Section 7.5.

2.17 "Employee" means (i) any officer or
employee of the Company or a Subsidiary (including
those employees on a temporary leave of absence
approved by the Company or a Subsidiary); or (ii) any
person who has received and accepted an offer of
employment from the Company or a Subsidiary; or (iii)
if approved by the Committee, a person who at the
request of the Company or a Subsidiary accepts
employment with any corporation or partnership in
which the Company has a direct or indirect
substantial interest. Solely for purposes of Section
XI, unless otherwise determined by the Committee, a
person specified in clause (iii) above shall be
considered an employee of a Subsidiary.

2.18 "Exchange Act" means the Securities
Exchange Act of 1934.

2.19 "Exempt Holder" means American Financial
Group, Inc., each of its subsidiaries and affiliates,
Carl H. Lindner, his spouse, his children and their
spouses and his grandchildren (or the legal
representative of any such person) and each trust for
the benefit of each such person.

2.20 "Exempt Entity" means (i) an
institution that is entitled under Rule 13(d)-1 of
the Exchange Act (or any successor rule or
regulation) to report its ownership of equity
securities of the Company through the filing of a
statement on Schedule 13G under the Exchange Act, in
lieu of Schedule 13D, for so long as such institution
remains so entitled, (ii) an underwriter temporarily
holding securities pursuant to an offering of such
securities, and (iii) the Company, any of its
subsidiaries or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
of its subsidiaries.

2.21 "Fair Market Value" means, as of any date,
the average of the highest and lowest quoted selling
prices of a Share as reported on the New York Stock
Exchange Composite Tape (or such other consolidated
transaction reporting system on which the Shares are
primarily traded), or if the Shares were not traded
on such day, then the next preceding day on which the
Shares were traded, all as reported by such source as
the Committee may select. If the Shares are not
traded on a national securities exchange or other
market system, Fair Market Value shall be determined
in the manner established by the Committee.

2.22 "Immediate Family" means any child,
stepchild, grandchild, spouse, son-in-law or
daughter-in-law and shall include adoptive
relationships; provided, however, that if the
Committee adopts a different definition of "immediate
family" (or similar term) in connection with the
transferability of Stock Options and SARs awarded
under this Plan, such definition shall apply, without
further action of the Board.

2.23 "Incentive Stock Option" means any Stock
Option awarded under Section VII of this Plan
intended to be and designated as an "Incentive Stock
Option" within the meaning of Section 422 of the Code
or any successor provision.

2.24 "Non-Qualified Stock Option" means any
Stock Option awarded under Section VII of this Plan
that is not an Incentive Stock Option.

2.25 "Officer" means a person who has been
determined to be an officer of the Company under
Rule 16a-1(f) in a resolution adopted by the Board.

2.26 "Option Price" or "Exercise Price" means
the price per share at which Common Stock may be
purchased upon the exercise of an Option or an Award.

2.27 "Participant" means an Eligible Person to
whom an Award has been made pursuant to this Plan.

2.28 "Performance Award" means an Award
granted pursuant to Section X.

2.29 "Reference Price" has the meaning set
forth in Section 8.4.

2.30 "Replacement Option" means a Non-Qualified
Stock Option granted pursuant to Section 7.4 upon the
exercise of a Stock Option granted pursuant to the
Plan where the Option Price is paid with previously
owned shares of Common Stock.

2.31 "Restricted Stock" means those shares of
Common Stock issued pursuant to a Restricted Stock
Award which are subject to the restrictions set forth
in the related Award Agreement.

2.32 "Restricted Stock Award" means an award of
a fixed number of Shares to a Participant which is
subject to forfeiture provisions and other conditions
set forth in the Award Agreement.

2.33 "Retirement" means any termination of an
Employee's employment with, or a Director's service
on the Board of, the Company or a Subsidiary (in each
case other than by death, Disability or for Cause) by
an Employee or a Director who is (i) at least
65 years of age or (ii) at least 55 years of age with
at least 10 years of employment with, or service on
the Board of, the Company or a Subsidiary.

2.34 "Rule 16b-3" and "Rule 16a-1(f)" mean
Rules 16b-3 and 16a-1(f) under the Exchange Act or
any corresponding successor rules or regulations.

2.35 "Share" means one share of the Company's
Common Stock.

2.36 "Stock Appreciation Right" or "SAR" means
the right to receive, for each unit of the SAR, cash
and/or shares of Common Stock equal in value to the
excess of the Fair Market Value of one Share on the
date of exercise of the SAR over the Reference Price
per share of Common Stock established on the date the
SAR was granted.

2.37 "Stock Option" or "Option" means the right
to purchase shares of Common Stock (including a
Replacement Option) granted pursuant to Section VII
of this Plan.

2.38 "Subsidiary" means any corporation,
partnership, joint venture, or other entity (i) of
which the Company owns or controls, directly or
indirectly, 25% or more of the outstanding voting
stock (or comparable equity participation and voting
power) or (ii) which the Company otherwise Controls
(by contract or any other means); except that when
the term "Subsidiary" is used in the context of an
award of an Incentive Stock Option, the term shall
have the same meaning given to it in the Code.

2.39 "Transfer" means alienation, attachment,
sale, assignment, pledge, encumbrance, charge or
other disposition; and the terms "Transferred" or
"Transferable" have corresponding meanings.

2.40 "Unrestricted Stock Award" means an
Award granted pursuant to Section 9.3.

2.41 "Vest" means, in the case of any Award,
to become exercisable or become free of restrictions
solely as a result of either (i) the passage of
required time periods specified under the terms of
the Award ("Passage of Time Criteria") or (ii) the
inapplicability of Passage of Time Criteria due to a
Change of Control or a termination of employment or
service as a Director pursuant to the provisions of
Section XI. For purposes of this Plan, "Vest" does
not refer to an Award becoming exercisable or free of
restrictions due to the attainment of performance
criteria or any other criteria not solely related to
the passage of time ("Other Criteria"). An Award
whose terms specify Other Criteria that have not been
fully satisfied at the time of a Change of Control or
termination of employment or service will not Vest
(unless otherwise determined by the Committee or
specifically provided by such terms) as a result of
such Change of Control or termination (even if the
terms of such Award contain Passage of Time Criteria
in addition to, in combination with, or as an
alternative to such Other Criteria).

2.42 "1986 Plan" means the Chiquita Brands
International, Inc. 1986 Stock Option and Incentive
Plan, as amended.

SECTION III.

ADMINISTRATION

3.1 The Committee. This Plan shall be
administered and interpreted by the Committee, except
that any function of the Committee also may be
performed by the Board. Actions of the Committee
may be taken by a majority of its members at a
meeting or by the unanimous written consent of all of
its members without a meeting.

3.2 Powers of the Committee. The Committee
shall have the power and authority to operate, manage
and administer the Plan on behalf of the Company
which includes, but is not limited to, the power and
authority:

(i) to grant to Eligible Persons one
or more Awards consisting of either or a
combination of Stock Options, Stock
Appreciation Rights, Restricted Stock,
Unrestricted Stock, and Performance Awards;

(ii) to select the Eligible Persons to whom
Awards may be granted;

(iii) to determine the types and
combinations of Awards to be granted to Eligible
Persons;

(iv) to determine the number of Shares or
monetary units which may be subject to each
Award;

(v) to determine the terms and conditions,
not inconsistent with the terms of the Plan, of
any Award (including, but not limited to, the
term, price, exercisability, method of exercise
and payment, any restriction or limitation on
transfer, any applicable performance measures
or contingencies, any vesting schedule or
acceleration, or any forfeiture provisions or
waiver, regarding any Award) and the related
Shares, based on such factors as the Committee
shall determine; and

(vi) to modify or waive any
restrictions, contingencies or limitations
contained in, and grant extensions to the terms
or exercise periods of, or accelerate the
vesting of, any outstanding Awards as long as
such modifications, waivers, extensions or
accelerations are not inconsistent with the
terms of the Plan, but no such changes shall
impair the rights of any Participant without
his or her consent.

3.3 Guidelines. The Committee shall have the
authority to adopt, alter and repeal administrative
rules, guidelines and practices governing the Plan
and perform all acts, including the delegation of its
administrative duties, powers and responsibilities
pursuant to Section 3.4, as it deems advisable; to
construe and interpret the terms and provisions of
the Plan and any Award issued under the Plan; and
otherwise to supervise the administration of the
Plan. The Committee may correct any defect, supply
any omission or reconcile any inconsistency in the
Plan or in any related Award Agreement in the manner
and to the extent it deems necessary to carry the
Plan into effect.

3.4 Delegation of Authority. The Committee may
delegate to one or more of the Company's employees
(in the case of ministerial duties only) or Officers
all or any portion of the Committee's authority,
powers, responsibilities and administrative duties
under the Plan, with such conditions and limitations
as the Committee shall prescribe in writing;
provided, however, that only the Committee is
authorized to grant Awards to, or make any decisions
with respect to Awards granted to, Officers. A
record of all actions taken by any Officer to whom
the Committee has delegated a portion of its powers
or responsibilities shall be filed with the minutes
of the meetings of the Committee and shall be made
available for review by the Committee upon request.

3.5 Decisions Final. Any action, decision,
interpretation or determination by or at the
direction of the Committee (or of any person acting
under a delegation pursuant to Section 3.4)
concerning the application or administration of the
Plan shall be final and binding upon all persons and
need not be uniform with respect to its determination
of recipients, amount, timing, form, terms or
provisions of Awards.

SECTION IV.

SHARES SUBJECT TO PLAN

4.1 Shares Available for Issuance of Awards.
Subject to adjustment as provided in Section 4.4, the
aggregate number of Shares which may be issued under
this Plan shall not exceed the sum of (i) ten million
(10,000,000) Shares, plus (ii) any Shares available
for future awards under the Company's 1986 Plan as of
the effective date of this Plan, and (iii) any Shares
subject to awards granted under the 1986 Plan which
expire, terminate, or are forfeited or cancelled
after the effective date of this Plan without such
Shares being issued or delivered to the Participant.
As determined from time to time by the Committee, the
Shares available under this Plan for grants of Awards
may consist either in whole or in part of authorized
but unissued Shares or Shares which have been
reacquired by the Company following original
issuance.

4.2 Maximum Shares Per Participant. Subject to
adjustment as provided in Section 4.4, the maximum
number of Shares that may be subject to
Awards (of any and all types) granted under this Plan to any
Eligible Person during any consecutive three calendar
years shall not exceed 1,500,000 Shares.

4.3 Re-Use of Shares. If any Award granted
under this Plan shall expire, terminate or be
forfeited or canceled for any reason before it has
vested or been exercised in full, the number of
unissued or undelivered Shares subject to such Award
shall again be available for future grants. The
Committee may make such other determinations
regarding the counting of Shares issued pursuant to
this Plan as it deems necessary or advisable,
provided that such determinations shall be permitted
by law.

4.4 Adjustment Provisions.

(a) Adjustment for Change in
Capitalization. If the Company shall at any time
change the number of issued Shares without new
consideration to the Company (such as by stock
dividend, stock split, recapitalization,
reorganization, exchange of shares, liquidation,
combination or other change in corporate structure
affecting the Shares) or make a distribution to
shareholders of cash or property, which in the
Committee's sole judgment, has a substantial impact
on the value of outstanding Shares, the total number
of Shares reserved for issuance under the Plan, the
number of Shares covered by each outstanding Award,
and the Option Price or Reference Price for each
outstanding Award shall be proportionately adjusted
in such manner as the Committee in its sole judgment
determines to be equitable and appropriate.

(b) Other Equitable Adjustments.
Notwithstanding any other provision of the Plan, and
without affecting the number of Shares reserved or
available hereunder, the Committee may authorize the
issuance, continuation or assumption of Awards or
provide for equitable adjustments or changes in the
terms of Awards, in connection with any merger,
consolidation, sale of assets, acquisition of
property or stock, recapitalization, reorganization
or similar occurrence in which the Company is the
continuing or surviving corporation, upon such terms
and conditions as it may deem equitable and
appropriate.

SECTION V.

CHANGE OF CONTROL; MERGER, CONSOLIDATION, ETC.

5.1. Effect of Change of Control On
Outstanding Awards. In the event of, and upon a
Change of Control, all Awards outstanding on the
date of such Change of Control shall become fully
(100%) Vested.

5.2 Termination of Employment After Change of
Control. In the event that an Employee's employment
by the Company or a Subsidiary is terminated by the
Company or such Subsidiary for any
reason other than for Cause within one (1) year after a
Change of Control, all of the outstanding Vested Stock
Options and SAR's held by such Employee on the date
of termination of employment shall be
exercisable for a period ending the earlier to occur
of the first anniversary of the date of termination
or the Expiration Dates of such Stock
Options and SAR's.

5.3 Merger, Consolidation, Etc. In the
event that the Company shall, pursuant to action by
its Board of Directors, propose to (i) merge into,
consolidate with, sell or otherwise dispose of all or
substantially all of its assets, to another
corporation or other entity and provision is not made
pursuant to the terms of such transaction for the
assumption by the surviving, resulting or acquiring
corporation of outstanding Awards under the Plan,
or the substitution of new Awards therefor, or (ii)
dissolve or liquidate, then (A) the Committee shall
cause written notice of such proposed transaction to
be given to each Participant not less than 30 days
prior to the anticipated date of such proposed
transaction, and (B) all outstanding Awards that are
not so assumed or substituted for shall
become fully (100%) Vested immediately prior, but
subject, to actual consummation of the transaction.
Prior to a date specified in the notice, which shall
not be more than 3 days prior to the consummation of
such transaction, each Participant shall have the
right to exercise all Stock Options and SAR's held by
such Participant that are not so assumed or
substituted for on the following basis: (i) such
exercise shall be conditioned on consummation of such
transaction, (ii) such exercise shall be effective
immediately prior to the consummation of such
transaction, and (iii) the Option Price for such
Stock Options shall not be required to be paid until
7 days after written notice by the Company to the
Participant that such transaction has been
consummated. If such transaction is consummated,
each Option, to the extent not previously exercised
prior to the date specified in the foregoing notice
of proposed transaction, shall terminate upon the
consummation of such transaction. If such
transaction is abandoned, (a) any and all conditional
exercises of Stock Options and SAR's in accordance
with this Section 4.3 shall be deemed annulled and of
no force or effect and (b) to the extent that any
Award shall have Vested solely by operation of this
Section 4.3, such Vesting shall be deemed annulled
and of no force or effect and the Vesting provisions
of such Award shall be reinstated.

SECTION VI.

EFFECTIVE DATE AND DURATION OF PLAN

6.1 Effective Date. This Plan shall become
effective on the date that it is approved by the
shareholders of the Company at the 1998 Annual
Meeting of Shareholders.

6.2 Duration of Plan. The Plan shall continue
in effect indefinitely until terminated by the Board
pursuant to Section XII. Notwithstanding the
continued effectiveness of this Plan, no Incentive
Stock Option shall be granted under this Plan on or
after the tenth anniversary of the effective date of
the Plan.

SECTION VII.

STOCK OPTIONS

7.1 Grants. Stock Options may be granted alone
or in addition to other Awards granted under this
Plan. Each Option granted shall be designated as
either a Non-Qualified Stock Option or an Incentive
Stock Option and in each case such Option may or may
not include Stock Appreciation Rights. One or more
Stock Options and/or Stock Appreciation Rights may be
granted to any Eligible Person, except that only
Non-Qualified Stock Options may be granted to any
Director of or Advisor to the Company.

7.2 Terms of Options. Except as otherwise
required by Sections 7.3, 7.4 and 7.5, Options
granted under this Plan shall be subject to the
following terms and conditions and shall be in such
form and contain such additional terms and
conditions, not inconsistent with the terms of this
Plan, as the Committee shall deem desirable.

(a) Option Price. The Option Price
per share of Common Stock purchasable under a Stock
Option shall be determined by the Committee at the
time of grant, except that no Stock Option may be
granted to an Officer, and no Incentive Stock Option
may be granted to any Eligible Person, for an Option
Price less than 100% of Fair Market Value on the
Grant Date.

(b) Option Term. The Term of each
Stock Option shall be fixed by the Committee, but no
Incentive Stock Option shall be exercisable more than
ten (10) years after its Award Date, and no
Non-Qualified Stock Option shall be exercisable more
than twenty (20) years after its Award Date.

(c) Exercisability. A Stock Option
shall be exercisable at such time or times and
subject to such terms and conditions as shall be
specified in the Award Agreement; provided, however,
that an Option may not be exercised as to less than
one-hundred (100) Shares at any time unless the
number of Shares for which the Option is exercised is
the total number available for exercise at that time
under the terms of the Option.

(d) Method of Exercise. Stock
Options may be exercised in whole or in part at any
time during the Option Term by giving written notice
of exercise to the Company specifying the number of
Shares to be purchased. Such notice shall be
accompanied by payment in full of the Option Price in
cash unless some other form of consideration is
approved by the Committee at or after the grant.
Payment in full or in part also may be made in the
form of Shares of Common Stock owned by the
Participant for at least six (6) months prior to
exercise, which Shares shall be valued at the Fair
Market Value of the Common Stock on the Exercise
Date. The Committee may in its sole discretion authorize
the payment of the Option Price, in full or in part, by
reducing the number of Shares to be issued upon the
exercise of the Option based upon the Fair Market
Value of the Common Stock on the date of the exercise
of the Option.

(e) Cashless Exercise. A
Participant may elect to pay the Exercise Price upon
the exercise of an Option by authorizing a broker to
sell all or a portion of the Shares acquired upon
exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the
entire Exercise Price and any tax withholding
resulting from such exercise.

(f) Non-Transferability of Options.
Stock Options shall be Transferable only to the
extent provided in Section 13.3 of this Plan.

(g) Termination. Stock Options
shall terminate in accordance with Section XI of this
Plan.

(h) Buyout and Settlement
Provisions. The Committee may at any time offer to
buy out an Option previously granted, based on such
terms and conditions as the Committee shall
establish. The Committee may also substitute new
Stock Options for previously granted Stock Options
having higher Option Prices than the new Stock
Options being substituted therefor.

7.3 Incentive Stock Options. Incentive Stock
Options shall be subject to the following terms and
conditions:

(a) Award Agreement. Any Award
Agreement relating to an Incentive Stock Option shall
contain such terms and conditions as are required for
the Option to be an "incentive stock option" as that
term is defined in Section 422 of the Code.

(b) Ten Percent Shareholder. An
Incentive Stock Option shall not be awarded to any
person who, at the time of the Award, owns Shares
possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the
Company and its Subsidiaries.

(c) Qualification under the Code. Not-
withstanding anything in this Plan to the contrary,
no term of this Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor
shall any discretion or authority granted under this
Plan be exercised, so as to disqualify this Plan
under Section 422 of the Code, or, without the
consent of an affected Participant, to disqualify any
Incentive Stock Option under Section 422 of the Code,
except as may result in the event of a Change of
Control.

(d) Notification of Disqualifying
Disposition. Each Award Agreement with respect to an
Incentive Stock Option shall require the Participant
to notify the Company of any disposition of Shares of
Common Stock issued pursuant to the exercise of such
Option under the circumstances described in Section
421(b) of the Code (relating to certain disqualifying
dispositions), within ten (10) days of such
disposition.

7.4 Replacement Options. The Committee may
provide either at the time of grant or subsequently
that an Option shall include the right to acquire a
Replacement Option upon the exercise of such Option
(in whole or in part) prior to an Employee's
termination of employment if the payment of the
Option Price is paid in Shares. In addition to any
other terms and conditions the Committee deems
appropriate, the Replacement Option shall be subject
to the following terms:

(a) Number of Shares. The number of Shares
subject to the Replacement Option shall not
exceed the number of whole Shares used to
satisfy the Option Price (whether by delivery
of Shares to the Company or by reduction of
Shares otherwise deliverable to the Participant
on exercise) of the original Option and the
number of whole Shares, if any, used to satisfy
the payment for withholding taxes (whether by
such delivery or such reduction) in accordance
with Section 13.6.

(b) Grant Date. The Replacement Option
Grant Date will be the date of the exercise of
the original Option.

(c) Option Price. The Option Price per
share shall be the Fair Market Value of a Share on
the Replacement Option Grant Date.

(d) Vesting. The Replacement Option shall
be exercisable no earlier than one (1) year
after the Replacement Option Grant Date.

(e) Term. The Term of the Replacement
Option will not extend beyond the Term of the
original Option.

(f) Non-Qualified. The Replacement Option
shall be a Non-Qualified Stock Option.

(g) Withdrawal of Right. The Committee
may without the consent of the Employee rescind the
right to receive a Replacement Option at any time
prior to an Option being exercised.

7.5 Award of Options to Directors of the
Company. All Options granted to Directors of the
Company shall be governed by the terms and conditions
of this Section 7.5 and no Director of the Company
shall be eligible to receive any Awards under this
Plan except as set forth in this Section 7.5.

(a) Automatic Grants. The Company
shall make the following grants of Non-Qualified
Stock Options to Directors:

(i) Initial Grant. On the date on
which a person first becomes a Director of the
Company, whether by election or appointment,
such Director shall automatically be granted a
Non-Qualified Stock Option for 10,000 Shares.

(ii) Annual Grant. Each Director
who has served on the Board of the Company for
at least six (6) months shall automatically
receive an annual grant of a Non-Qualified
Stock Option for 10,000 Shares. The award
shall be made on the same date that the
Committee decides the total number of Shares
subject to Awards to be granted to Employees in
connection with the Company's annual total
compensation review.

(b) Terms and Conditions of Options Granted
to Directors of the Company. All Stock Options
granted to Directors of the Company shall be subject
to the following terms and conditions:

(i) Term. The Term of all Options
shall be twenty (20) years from the Award Date
of the Option.

(ii) Option Price. The Option Price
of all Options shall be the Fair Market Value
of a Share on the Award Date.

(iii) Vesting. All Options shall Vest
over a ten (10) year period with nine percent
(9%) of the Option Shares being immediately
exercisable on the Award Date and an additional
nine percent (9%) becoming exercisable on each
anniversary of the Award Date thereafter until
the tenth anniversary when the remaining ten
percent (10%) of the Option Shares shall become
exercisable.

(iv) Method of Exercise.
All Options shall be exercisable in the manner
provided in Subsection 7.2(d) and such
Directors shall also be entitled to make
payments for withholding taxes in accordance
with the provisions of Section 13.6.

(v) Non-Transferability and
Termination. All Options shall be Transferable
only to the extent provided in Section 13.3 of
this Plan and shall terminate in accordance
with Section XI of this Plan, except that the
timing provisions of Subsections 11.1(b) and
11.1(d) may not be varied by Committee
determination.

SECTION VIII.

STOCK APPRECIATION RIGHTS

8.1 Grant. A Stock Appreciation Right may be
granted either with or without reference to all or
any part of a Stock Option. A "Tandem SAR" means an
SAR granted with reference to a Stock Option (the
"Reference Option"). A "Non-Tandem SAR" means an SAR
granted without reference to a Stock Option. If the
Reference Option is a Non-Qualified Stock Option, a
Tandem SAR may be granted at or after the date of the
Reference Option; if the Reference Option is an
Incentive Stock Option, the Grant Date of a Tandem
SAR must be the same as the Grant Date of the
Reference Option. Any SAR shall have such terms and
conditions, not inconsistent with this Plan, as are
established by the Committee in connection with the
Award.

8.2 Term. A Tandem SAR shall terminate and
no longer be exercisable upon the termination of its
Reference Option. A Non-Tandem SAR may have a term
no longer than twenty (20) years from its Grant Date.

8.3 Exercise. A Tandem SAR shall only be
exercisable at the times and, in whole or in part, to
the extent that its Reference Option is exercisable.
The exercise of a Tandem SAR shall automatically
result in the surrender of the applicable portion of
its Reference Option. A Non-Tandem SAR shall be
exercisable in whole or in part as provided in its
Award Agreement. Written notice of any exercise must
be given in the form prescribed by the Committee.

8.4 Payment. For purposes of payment of an
SAR, the Reference Price per Share shall be the
Option Price of the Reference Option in the case of a
Tandem SAR, and shall be the Fair Market Value of a
Share on the Grant Date in the case of a Non-Tandem
SAR. The Committee shall determine the form of
payment.

8.5 Non-Transferability and Termination.
Stock Appreciation Rights shall be Transferable only
to the extent provided in Section 13.3 of this Plan
and shall terminate in accordance with Section XI of
this Plan.

SECTION IX.

RESTRICTED AND UNRESTRICTED STOCK AWARDS

9.1 Grants of Restricted Stock Awards. The
Committee may, in its discretion, grant one or more
Restricted Stock Awards to any Eligible Person. Each
Restricted Stock Award shall specify the number of
Shares to be issued to the Participant, the date of
such issuance, the price, if any, to be paid for such
Shares by the Participant and the restrictions
imposed on such Shares. The Committee may grant
Awards of Restricted Stock subject to the attainment
of specified performance goals, continued employment
or such other limitations or restrictions as the
Committee may determine.

9.2 Terms and Conditions of Restricted
Awards. Restricted Stock Awards shall be subject to
the following provisions:

(a) Issuance of Shares. Shares of
Restricted Stock may be issued immediately upon grant
or upon vesting as determined by the Committee.

(b) Stock Powers and Custody. If shares
of Restricted Stock are issued immediately upon
grant, the Committee may require the Participant to
deliver a duly signed stock power, endorsed in blank,
relating to the Restricted Stock covered by such an
Award. The Committee may also require that the stock
certificates evidencing such Shares be held in
custody by the Company until the restrictions on them
shall have lapsed.

(c) Shareholder Rights. Unless otherwise
determined by the Committee at the time of grant,
Participants receiving Restricted Stock Awards shall
not be entitled to dividend or voting rights for the
Restricted Shares until they are fully vested.

9.3 Unrestricted Stock Awards. The Committee
may make Awards of unrestricted Common Stock to
Eligible Persons in recognition of outstanding
achievements or contributions by such persons.
Unrestricted Shares issued on a bonus basis under
this Section 9.3 may be issued for no cash
consideration. Each certificate for unrestricted
Common Stock shall be registered in the name of the
Participant and delivered immediately to the
Participant.

SECTION X.

PERFORMANCE AWARDS

10.1 Performance Awards. The Committee may, in
its discretion, grant Performance Awards to Eligible
Persons in accordance with the following terms and
conditions:

(a) Grant. A Performance Award shall
consist of the right to receive either (i) Common
Stock or cash of an equivalent value, or a
combination of both, at the end of a specified
Performance Period (defined below) or (ii) a fixed-dollar
amount payable in cash or Shares, or a
combination of both, at the end of a specified
Performance Period. The Committee shall determine
the Eligible Persons to whom and the time or times at
which Performance Awards shall be granted, the number
of Shares or the amount of cash to be awarded to any
person, the duration of the period (the "Performance
Period") during which, and the conditions under
which, a Participant's Performance Award will vest,
and the other terms and conditions of the Performance
Award in addition to those set forth in Section 10.2.

(b) Criteria for Awards. The Committee may condition the grant
or vesting of a Performance Award upon the attainment of specified
performance goals, including, but not limited to, appreciation in the
Fair Market Value, book value or other measure of value of the Common
Stock, the performance of the Company based on earnings or cash flow, or
such other factors or criteria as the Committee shall determine.

10.2 Terms and Conditions of Performance Awards. Performance
Awards granted pursuant to this Section X shall be subject to the following
terms and conditions:

(a) Dividends. Unless otherwise
determined by the Committee at the time of the grant
of the Award, amounts equal to any dividends declared
during the Performance Period with respect to any
Shares covered by a Performance Award will not be
paid to the Participant.

(b) Payment. Subject to the provisions of the Award Agreement
and this Plan, at the expiration of the Performance Period, share
certificates, cash or both (as the Committee may determine) shall be
delivered to the Participant, or his or her legal representative or guardian,
in a number or an amount equal to the vested portion of the Performance
Award.

(c) Non-Transferability. Performance
Awards shall not be Transferable except in accordance
with the provisions of Section 13.3 of this Plan.

(d) Termination of Employment. Subject to
the applicable provisions of the Award Agreement and
this Plan, upon termination of a Participant's
employment with the Company or a Subsidiary for any
reason during the Performance Period for a given
Award, the Performance Award in question will vest or
be forfeited in accordance with the terms and
conditions established by the Committee.

SECTION XI.

TERMINATION OF AWARDS

11.1 Termination of Awards to Employees and
Directors. All Awards issued to Employees and
Directors under this Plan shall terminate as follows:

(a) Termination by Death, Disability or
Retirement. If an Employee's employment by, or a
Director's service on the board of, the Company or a
Subsidiary terminates by reason of death, Disability
or Retirement, any Awards held by such Participant,
unless otherwise determined by the Committee at
grant, shall become fully Vested and, in the case of
Stock Options and SAR's, may thereafter be exercised
by the Participant or by the Participant's
beneficiary or legal representative, for a period of
one (1) year (or such longer period as the Committee
or the President of the Company may specify at or
after grant) from the date of such death, Disability
or Retirement or until the expiration of the stated
term of such Award, whichever period is shorter.

(b) Termination For Cause. If an
Employee's employment by, or a Director's service on
the board of, the Company or a Subsidiary is
terminated for Cause, or if after such termination
such Participant engages in any act which would have
warranted a termination of such employment or service
for Cause, such Participant shall forfeit all of his
or her rights to any outstanding Awards which have
not been exercised and all of such unexercised Awards
shall terminate upon the earlier to occur of the date
of termination of such employment or service or the
date upon which the Company discovers and verifies
that the Participant has engaged in any of the
conduct described as justifying such a termination
for Cause.

(c) Other Termination. Unless otherwise
determined by the Committee at or after grant, if an
Employee's employment by, or a Director's service on
the board of, the Company or a Subsidiary terminates
for any reason other than death, Disability,
Retirement, or for Cause, all of such Participant's
Vested or otherwise exercisable Stock Options and
SAR's will terminate on the earlier to occur of the
stated expiration date of the Awards or ninety (90)
calendar days after termination of such employment or
directorship. If a Participant dies during the
ninety (90) day period following the termination of
the employment or directorship, any unexercised Award
held by the Participant shall be exercisable, to the
full extent that such Award was exercisable at the
time of death, for a period of one (1) year from the
date of death or until the expiration of the stated
term of the Award, whichever occurs first.

11.2 Acceleration of Vesting and Extension of
Exercise Period Upon Termination. Notwith-standing
anything contained in this Section XI, upon the
termination of a Participant's employment or
directorship with the Company or any of the Company's
Subsidiaries, excluding, however, any Participant who
has been terminated for Cause or who is either an
Officer or a Director of the Company at the time of
termination, either the Committee or the President
may in its or his sole discretion:

(a) Accelerate the Vesting of, or
otherwise cause to be exercisable or free of
restrictions, all or part of any Awards held by such
terminated Participant so that such Awards will be
fully or partially exercisable as of the date of
termination of employment or such other date as the
Committee or President may choose; and

(b) Extend the exercise period of all or
part of any Stock Options or SAR's held by such
terminated Participant for up to five years from the
date of termination (whether such termination was
because of death, Disability, Retirement or
otherwise) but in no event longer than the original
expiration date of such Award.

(c) Officers. No person or entity shall
have the authority or discretion to accelerate the
Vesting of, otherwise cause to be exercisable or free
of restrictions, or extend the exercise period of,
any Award granted to an Officer of the Company other
than the Committee.

(d) Directors of the Company. No person
or entity shall have the authority to accelerate the
Vesting of, or otherwise cause to be exercisable or
free of restrictions, or extend the exercise period
of, any Award granted to a Director of the Company.

11.3 Buyout and Settlement of Awards.
The Committee may at any time offer to buy out an
Award (of any type or kind) previously granted, based
on such terms and conditions as the Committee shall
establish. The Committee may also substitute new
Awards for previously granted Awards with the new
Awards containing different terms and conditions,
including different exercise prices, than those
contained in the Awards being replaced.

SECTION XII.

TERMINATION OR AMENDMENT OF THIS PLAN

12.1 Termination or Amendment. The
Board may at any time, amend, in whole or in part,
any or all of the provisions of this Plan, or suspend
or terminate it entirely; provided, however, that,
unless otherwise required by law, the rights of a
Participant with respect to any Awards granted prior
to such amendment, suspension or termination may not
be impaired without the consent of such Participant.
In addition, no amendment may be made without first
obtaining shareholder approval if such amendment
would increase the maximum number of Shares which may
be granted to any individual Participant, or
increase the total number of Shares available for
issuance under this Plan.

SECTION XIII.

GENERAL PROVISIONS

13.1 No Right to Continued Employment .
The adoption of this Plan and the granting of Awards
hereunder shall not confer upon any Employee the
right to continued employment nor shall it interfere
in any way with the right of the Company or any
Subsidiary to terminate the employment or
directorship, respectively, of any Employee at any
time.

13.2 Awards to Persons Outside the
United States. To the extent necessary or
appropriate to comply with foreign law or practice,
the Committee may, without amending this Plan: (i)
establish special rules applicable to Awards granted
to Eligible Persons who are either or both foreign
nationals or employed outside the United States,
including rules that differ from those set forth in
this Plan, and (ii) grant Awards to such Eligible
Persons in accordance with those rules.

13.3 Non-Transferability of Awards.
Except as otherwise provided by the Committee at or
after grant, no Award or benefit payable under this
Plan shall be Transferable by the Participant during
his or her lifetime, nor may it be assigned,
exchanged, pledged, transferred or otherwise
encumbered or disposed of except by a domestic
relations order pursuant to Section 414(p)(1)(B) of
the Code, or by will or the laws of descent and
distribution; and no Award shall be exercisable by
anyone other than the Participant or the
Participant's guardian or legal representative during
such Participant's lifetime. The Committee may in
its sole discretion permit a Participant to transfer
a Non-Qualified Stock Option or SAR for no
consideration to or for the benefit of the
Participant's Immediate Family (including, without
limitation, to a trust for the benefit of the
Participant's Immediate Family or to a partnership or
limited liability company for one or more members of
the Participant's Immediate Family), subject to such
limits as the Committee may establish, and the
transferee shall remain subject to all the terms and
conditions applicable to such Award.

13.4 Other Plans. In no event shall the
value of, or income arising from, any Awards issued
under this Plan be treated as compensation for
purposes of any pension, profit sharing, life
insurance, disability or other retirement or welfare
benefit plan now maintained or hereafter adopted by
the Company or any Subsidiary, unless such plan
specifically provides to the contrary.

13.5 Unfunded Plan. This Plan is not a
"Retirement Plan" or "Welfare Plan" under the
Employee Retirement Income Security Act of 1974, as
amended. This Plan shall be unfunded and shall not
create (or be construed to create) a trust or a
separate fund or funds. This Plan shall not
establish any fiduciary relationship between the
Company and any Participant or any other person. To
the extent any person holds any rights by virtue of
an Award granted under this Plan, such rights shall
be no greater than the rights of an unsecured general
creditor of the Company.

13.6 Withholding of Taxes. The Company
shall have the right to deduct from any payment to be
made pursuant to this Plan, or to otherwise require,
prior to the issuance or delivery of any Shares or
the payment of any cash to a Participant, payment by
the Participant of any Federal, state, local or
foreign taxes which the Company reasonably believes
are required by law to be withheld. The Committee
may permit any such withholding obligation to be
satisfied by reducing the number of shares otherwise
deliverable or by accepting the delivery of Shares
previously owned by the Participant, which Shares
shall be valued at the Fair Market Value of the
Common Stock on the exercise date. Any fraction of a
Share required to satisfy such tax obligations shall
be disregarded and the amount due shall be paid
instead in cash by the Participant. The Company may
also withhold from any future earnings of salary,
bonus or any other payment due to the Participant the
amount necessary to satisfy any outstanding tax
obligations related to the grant or exercise of any
Award granted pursuant to this Plan.

13.7 Reimbursement of Taxes. The
Committee may provide in its discretion that the
Company may reimburse a Participant for Federal,
state, local and foreign tax obligations incurred as
a result of the grant or exercise of an Award issued
under this Plan.

13.8 Governing Law. This Plan and all
actions taken in connection with it shall be governed
by the laws of the State of Ohio, without regard to
the principles of conflict of laws.

13.9 Liability. No employee of the
Company nor member of the Committee or the Board
shall be liable for any action or determination taken
or made in good faith with respect to the Plan or any
Award granted hereunder and, to the fullest extent
permitted by law, all employees and members of the
Committee and the Board shall be indemnified by the
Company for any liability and expenses which they may
incur through any claim or cause of action arising
under or in connection with this Plan or any Awards
granted under this Plan.

13.10 Successors. All obligations of the
Company under this Plan shall be binding upon and
inure to the benefit of any successor to the Company,
whether the existence of such successor is the result
of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially
all of the business, stock, and/or assets of the
Company.