<PAGE>



                               DOLE FOOD COMPANY, INC.






                                NON-EMPLOYEE DIRECTORS

                                     DEFERRED STOCK

                                          AND

                                CASH COMPENSATION PLAN

                              (AS AMENDED OCTOBER 1, 1997)

<PAGE>
                                           
                                NON-EMPLOYEE DIRECTORS
                                    DEFERRED STOCK 
                                         AND 
                                CASH COMPENSATION PLAN
                             (AS AMENDED OCTOBER 1, 1997)
                                           
TABLE OF CONTENTS
                                                                           Page 

ARTICLE I     TITLE, PURPOSE AND AUTHORIZED SHARES . . . . . . . . . . . . .1

ARTICLE II    DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE III   PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE IV    DEFERRAL MANDATES AND ELECTIONS. . . . . . . . . . . . . . . .4

              4.1.    Mandatory Deferral . . . . . . . . . . . . . . . . . .4
              4.2.    Elections. . . . . . . . . . . . . . . . . . . . . . .4

ARTICLE V     DEFERRAL ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . .5

              5.1.    Cash Account . . . . . . . . . . . . . . . . . . . . .5
              5.2.    Stock Unit Account . . . . . . . . . . . . . . . . . .5
              5.3.    Dividend Equivalent Credits to Stock Unit Account  . .6
              5.4.    Immediate Vesting and Accelerated Crediting. . . . . .6
              5.5.    Distribution of Benefits . . . . . . . . . . . . . . .6
              5.6.    Adjustments in Case of Changes in Common Stock . . . .7
              5.7.    Company's Right to Withhold. . . . . . . . . . . . . .7
              5.8.    Stockholder Approval . . . . . . . . . . . . . . . . .8

ARTICLE VI    ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . .8

              6.1.    The Administrator  . . . . . . . . . . . . . . . . . .8
              6.2.    Committee Action . . . . . . . . . . . . . . . . . . .8
              6.3.    Rights and Duties  . . . . . . . . . . . . . . . . . .8
              6.4.    Indemnity and Liability. . . . . . . . . . . . . . . .9

                                        i
<PAGE>

ARTICLE VII   PLAN CHANGES AND TERMINATION . . . . . . . . . . . . . . . . .9

              7.1.    Amendments . . . . . . . . . . . . . . . . . . . . . .9
              7.2.    Term . . . . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE VIII  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . 10

              8.1.    Limitation on Eligible Directors' Rights . . . . . . 10
              8.2.    Beneficiaries. . . . . . . . . . . . . . . . . . . . 10
              8.3.    Benefits Not Assignable; Obligations 
                        Binding Upon Successors. . . . . . . . . . . . . . 10
              8.4.    Governing Law; Severability. . . . . . . . . . . . . 11
              8.5.    Compliance With Laws . . . . . . . . . . . . . . . . 11
              8.6.    Plan Construction. . . . . . . . . . . . . . . . . . 11
              8.7.    Headings Not Part of Plan  . . . . . . . . . . . . . 11
              8.8.    Relationship to the 1993 Deferred 
                        Compensation Plan. . . . . . . . . . . . . . . . . 11
              8.9.    Irrevocability of Payout Elections . . . . . . . . . 12

                                        ii
<PAGE>

                               NON-EMPLOYEE DIRECTORS 
                                    DEFERRED STOCK
                                         AND
                                CASH COMPENSATION PLAN
                                           
                             (AS AMENDED MARCH 20, 1997)
                                           
                                           
                                           
                                      ARTICLE I
                         TITLE, PURPOSE AND AUTHORIZED SHARES
                                           
                                           
    This Plan shall be known as "Dole Food Company, Inc. Non-Employee 
Directors Deferred Stock and Cash Compensation Plan".  The purpose of this 
Plan is to attract, motivate and retain experienced and knowledgeable 
directors of the Company by permitting them to defer compensation and 
affording them the opportunity to link that compensation to an equity 
interest in the Company.  The total number of shares of Common Stock that may 
be delivered pursuant to awards under this Plan is 100,000, subject to 
adjustments contemplated by Section 5.6.

                                      ARTICLE II
                                     DEFINITIONS
                                           
    Whenever the following terms are used in this Plan they shall have the 
meaning specified below unless the context clearly indicates to the contrary:

    ACCOUNT or ACCOUNTS shall mean one or more of the Eligible Director's 
Cash Account and Stock Unit Account or Accounts, as the context requires.

    AVERAGE FAIR MARKET VALUE shall mean the average of the Fair Market 
Values of a share of Common Stock during the last 10 trading days preceding 
the applicable Award Date.

    AWARD DATE shall mean (a) with reference to accruals under Section 4.1, 
March 31 and June 30 of the applicable Year, and (b) with reference to 
elections under Section 4.2, (1) in the case of cash deferrals for Meeting 
and Other Fees, the date of the meeting or other event for which the 
Compensation is payable, (2) in the case of cash deferrals for the Retainer, 
the last day of the applicable quarter, and (3) in the case of Stock Unit 
credits, the Pay Date; except as provided in Section 5.4.

    BOARD shall mean the Board of Directors of the Company.

    CASH ACCOUNT shall mean the bookkeeping account maintained by the Company 
on behalf of a Participant who elects to defer his or her Compensation in 
cash pursuant to Section 4.2 and unless 

                                        1
<PAGE>

the context otherwise requires shall include any Rollover Account.

    CHANGE IN CONTROL EVENT shall have the meaning specified for such term 
under the 1995 Non-Employee Director Stock Option Plan.

    CODE shall mean the Internal Revenue Code of 1986, as amended.

    COMMON STOCK shall mean the Common Stock of the Company, subject to 
adjustment pursuant to Section 5.6.

    COMMITTEE shall mean the Board or a Committee of the Board acting in 
accordance with Article VI.

    COMPANY shall mean Dole Food Company, Inc., a Hawaii corporation, and its 
successors and assigns.

    COMPENSATION shall mean the Retainer and Meeting and Other Fees.

    DIVIDEND EQUIVALENT shall mean the amount of cash dividends or other cash 
distributions paid by the Company on that number of shares of Common Stock 
equivalent to the number of Stock Units then credited to a Participant's 
Stock Unit Account, which amount shall be allocated as additional Stock Units 
to the Participant's Stock Unit Account, as provided in Section 5.3.

    EFFECTIVE DATE shall mean April 1, 1996.

    ELIGIBLE DIRECTOR shall mean a member of the Board who is not an officer 
or employee of the Company and who is compensated in the capacity as a 
director and (with reference to any outstanding Account balance under this 
Plan) any person who has an Account balance under this Plan by reason of his 
or her prior status as an Eligible Director.  

    EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as amended 
from time to time.

    FAIR MARKET VALUE shall mean on any date the closing price of the Common 
Stock on the Composite Tape, as published in the Western Edition of The Wall 
Street Journal, of the principal securities exchange or market on which the 
Common Stock is so listed, admitted to trade, or quoted on such date, or, if 
there is no trading of the Common Stock on such date, then the closing price 
of the Common Stock as quoted on such Composite Tape on the next preceding 
date on which there was trading in such shares.  If the Common Stock is not 
so listed, admitted or quoted, the Committee may designate such other 
exchange, market or source of data as it deems appropriate for determining 
such value for purposes of this Plan.

    INTEREST RATE shall mean the rate (quoted as an annual rate) that is 120% 
of the federal long-

                                        2
<PAGE>

term rate for compounding on a quarterly basis, determined and published by 
the Secretary of the United States Department of Treasury under Section 
1274(d) of the Code, for the month in which interest is credited.

    MEETING AND OTHER FEES shall mean all meeting fees (including committee 
meeting fees) and other fees except for the Retainer that are payable by the 
Company to an Eligible Director for services as a director of the Company.

    PARTICIPANT shall mean any person who has an Account balance under this 
Plan.

    PAY DATE shall mean the date Compensation or dividends would otherwise 
have been paid.

    PLAN shall mean the Dole Food Company, Inc. Non-Employee Directors 
Deferred Stock and Cash Compensation Plan, as amended.

    RECORD DATE shall mean the date, as determined by the Board of the 
Company, on which a shareholder must own shares in order to be entitled to a 
dividend.

    RETAINER shall mean the annual retainer payable by the Company to an 
Eligible Director.

    ROLLOVER ACCOUNT shall mean the bookkeeping account maintained by the 
Company on behalf of an Eligible Director with respect to his or her prior 
account balance under the Company's 1993 Board of Directors Deferred 
Compensation Plan that has been transferred to this Plan pursuant to Section 
8.8.

    STOCK UNIT OR UNIT shall mean a non-voting unit of measurement which is 
deemed for bookkeeping purposes to be equivalent to one outstanding share of 
Common Stock of the Company solely for purposes of this Plan.

    STOCK UNIT ACCOUNT shall mean the bookkeeping account maintained by the 
Company on behalf of each Eligible Director which is credited with Stock 
Units in accordance with Section 5.2. 

    YEAR shall mean the calendar year.

                                        3
<PAGE>


                                     ARTICLE III
                                    PARTICIPATION
                                           
    Each Eligible Director shall participate under Section 4.1 of this Plan 
with respect to the entire amount of Retainer that would otherwise be payable 
to the director from January 1 through June 30 of each Year (or, for 1996, 
from April 1 through September 30).  Each Eligible Director may elect to 
defer under and subject to Section 4.2 of this Plan his or her remaining 
Compensation for the applicable Year.

                                      ARTICLE IV
                           DEFERRAL MANDATES AND ELECTIONS
                                           
    4.1. MANDATORY DEFERRAL.

    The Stock Unit Account of each Eligible Director shall be credited on 
each March 31 and June 30 with a number of Units determined by dividing the 
amount of the Retainer otherwise payable to the Eligible Director from 
January 1 (or the date service commences) through March 31 and from April 1 
(or the date service commences) June 30 of the applicable Year by the Average 
Fair Market Value of the Common Stock on the Award Date.(1)

    4.2. ELECTIONS.

    (a)  TIME AND TYPES OF ELECTIONS.  On or before December 31 of each Year 
(or, in the case of a person who first becomes an Eligible Director during 
the Year, within 30 days after election to office), each Eligible Director 
may make an irrevocable election to defer: 

         (1)  IN CASH all or part of the remaining Compensation not otherwise 
deferred pursuant to Section 4.1 or 4.2(a)(2) (subject to section 4.2(b) 
hereof) payable for services to be rendered by the Eligible Director during 
the next Year (or remainder of the Year, as the case may be);

         (2)  IN STOCK UNITS all or part of the remaining Compensation not 
otherwise deferred pursuant to Section 4.1 or 4.2(a)(1) (subject to Section 
4.2(b) hereof) payable to the Eligible Director for services to be rendered 
during the next Year (or remainder of the Year, as the case may be).

-----------------
(1)      For 1996, the applicable period under Section 4.1 was April 1 
through September 30, and the elective deferral period under Section 4.2 was 
October 1 through December 31.


                                        4
<PAGE>

    (b)  PERMITTED AMOUNTS; ELECTIONS.  The portions of the remaining 
Retainer and Meeting and Other Fees subject to deferral shall be limited to 
increments of 25%, 50%, 75% or 100%.  All elections shall be in writing on 
forms provided by the Company.   If an election is made under this Section 
4.2 and is not revoked or changed by the end of the applicable deferral 
period with respect to the next applicable period, the election will be 
deemed a continuing one.
                                           
                                      ARTICLE V
                                  DEFERRAL ACCOUNTS
                                           
    5.1. CASH ACCOUNT.  

    If an Eligible Director has made a cash election under Section 4.2, the 
Company shall establish and maintain a Cash Account for the Eligible Director 
under this Plan, which Account shall be a memorandum account on the books of 
the Company.  An Eligible Director's Cash Account shall be credited as 
follows:

    (a)  As of the date the Compensation would have been otherwise payable, 
the Company shall credit the Eligible Director's Cash Account with an amount 
equal to the portion of the Retainer (for the third and fourth quarters only) 
and Meeting and Other Fees so deferred by the Eligible Director; and

    (b)  As of the last day of each calendar quarter, the Eligible Director's 
Cash Account shall be credited with earnings on the balance credited to such 
account as of the last day of the preceding quarter, plus earnings (from the 
applicable date of crediting under Section 5.1) on any additional amounts 
deferred during the current quarter, at a rate equal to the Interest Rate for 
the applicable period during which the amounts were so deferred (i.e., the 
entire quarter or portion thereof, as the case may be).

    5.2. STOCK UNIT ACCOUNT.

    (a)  MANDATORY DEFERRALS.  Deferrals pursuant to Section 4.1 shall be 
credited on the applicable Award Date to the Stock Unit Account of the 
Eligible Director.   The number of Units credited shall be determined by 
dividing the dollar amount of the Retainer so deferred and payable to the 
Eligible Director by the Average Fair Market Value of a share of Common Stock 
as of the applicable March 31 or June 30 of the applicable year.

    (b)  ELECTIVE DEFERRALS.  If an Eligible Director has made a Stock Unit 
election under Section 4.2, the Committee shall, as of the Pay Date, credit 
the Eligible Director's Stock Unit Account with an amount of Units determined 
by dividing the applicable portion of the Eligible Director's Retainer and 
Meeting and Other Fees by the AVERAGE Fair Market Value of a share of Common 
Stock as of the Pay Date.


                                        5
<PAGE>

    (c)  LIMITATIONS ON RIGHTS ASSOCIATED WITH UNITS.  An Eligible Director's 
Stock Unit Account shall be a memorandum account on the books of the Company. 
The Units credited to an Eligible Director's Stock Unit Account shall be used 
solely as a device for the determination of the number of shares of Common 
Stock to be eventually distributed to such Eligible Director in accordance 
with this Plan.  The Units shall not be treated as property or as a trust 
fund of any kind.  No Eligible Director shall be entitled to any voting or 
other stockholder rights with respect to Units granted or credited under this 
Plan.  The number of Units credited (and the Common Stock to which the 
Eligible Director is entitled under this Plan) shall be subject to adjustment 
in accordance with Section 5.6.

    5.3. DIVIDEND EQUIVALENT CREDITS TO STOCK UNIT ACCOUNT.  

    As of the Pay Date, an Eligible Director's mandatory and any elective 
Stock Unit Accounts shall be credited with additional Units in an amount 
equal to the amount of the Dividend Equivalents representing dividends paid 
on that number of shares equal to the aggregate Stock Units in the 
Participant's Stock Unit Account as of the Record Date divided by the Average 
Fair Market Value of a share of Common Stock as of the Pay Date.

    5.4. IMMEDIATE VESTING AND ACCELERATED CREDITING.

    (a)  UNITS AND OTHER AMOUNTS VEST IMMEDIATELY.  All Units or other 
amounts credited to one or more of an Eligible Director's Stock Unit or Cash 
Accounts (including any Rollover Account) shall be at all times fully vested.

    (b)  ACCELERATION OF CREDITING OF ACCOUNTS.  The crediting of the rights 
of each Eligible Director in respect of Accounts shall be accelerated if an 
Eligible Director ceases to be a member of the Board.  In such case: (1) the 
amount of cash that would have been credited at the next quarter end shall be 
prorated based on the number of full weeks of service during the applicable 
period; and (2) the number of Units that would have been credited to the 
Eligible Director's Stock Unit Accounts as of the next quarter end shall be 
prorated based on the number of full weeks of service during the applicable 
period.  For these purposes, the Award Date shall be deemed to be the date of 
termination of service.

    5.5.  DISTRIBUTION OF BENEFITS.

    (a)  COMMENCEMENT OF BENEFIT DISTRIBUTION.  Each Eligible Director shall 
be entitled to receive a distribution of his or her Accounts upon his or her 
termination of service on the Board.  Notwithstanding the foregoing, the 
distribution of each Eligible Director's Rollover Account shall be governed 
by Section 8.8.

    (b)  MANNER OF DISTRIBUTION.  The benefits payable under this Plan shall 
be distributed to the Eligible Director (or, in the event of his or her 
death, the Eligible Director's Beneficiary) in a lump sum, or, subject to 
Section 8.9, as permitted by this Section 5.5(b).  Each Eligible Director may 
elect in 


                                        6
<PAGE>

writing on forms provided by the Company  at the time of making his or her 
deferral election under Article IV or (subject to Section 8.9) at least 12 
months in advance of the date benefits become distributable under Section 
5.5(a) to receive a distribution of his or her benefits in up to five annual 
installments. Such installment payments shall commence as of the date 
benefits become distributable under Section 5.5(a).  Notwithstanding the 
foregoing, if the balance remaining in an Eligible Director's Cash Account is 
less than $5,000 or, if the number of Units remaining in the Eligible 
Director's Stock Unit Accounts is less than 100, then such remaining balances 
shall be distributed in a lump sum.

    (c)  EFFECT OF CHANGE IN CONTROL EVENT.  Notwithstanding Sections 5.5(a) 
and (b), if a Change in Control Event and a termination of service has 
occurred or shall occur, the Eligible Director's Accounts (including 
accelerated benefits under Section 5.4(b)) shall be distributed immediately 
in a lump sum.

    (d)  FORM OF DISTRIBUTION.  Stock Units credited to an Eligible 
Director's Stock Unit Account shall be distributed in an equivalent whole 
number of shares of the Company's Common Stock.  Fractions shall be 
disregarded. Amounts credited to an Eligible Director's Cash Account, 
including any Rollover Account, shall be distributed in cash.

    5.6. ADJUSTMENTS IN CASE OF CHANGES IN COMMON STOCK.  

    If any stock dividend, stock split, recapitalization, merger, 
consolidation, combination or other reorganization, exchange of shares, sale 
of all or substantially all of the assets of the Company, split-up, 
split-off, spin-off, extraordinary redemption, liquidation or similar change 
in capitalization or any distribution to holders of the Company's Common 
Stock (other than cash dividends and cash distributions) shall occur, 
proportionate and equitable adjustments consistent with the effect of such 
event of stockholders generally (but without duplication of benefits if 
Dividend Equivalents are credited) shall be made in the number and type of 
shares of Common Stock or other securities, property and/or rights 
contemplated hereunder and of rights in respect of Units and Accounts 
credited under this Plan so as to preserve the benefits intended.

    5.7. COMPANY'S RIGHT TO WITHHOLD.  

    The Company shall satisfy any state or federal income tax withholding 
obligation arising upon distribution of an Eligible Director's Accounts by 
reducing the amount of cash or the number of shares of Common Stock otherwise 
deliverable to the Eligible Director, as the case may be.  The appropriate 
number of shares required to satisfy such tax withholding obligation in the 
case of Stock Units will be based on the Fair Market Value of a share of 
Common Stock on the day prior to the date of distribution.  If the Company, 
for any reason, cannot satisfy the withholding obligation in accordance with 
the preceding sentence, the Eligible Director shall pay or provide for 
payment in cash of the amount of any taxes which the Company may be required 
to withhold with respect to the benefits hereunder.


                                        7
<PAGE>

    5.8  STOCKHOLDER APPROVAL. 

     This Plan, and all the elections, actions and accruals with respect to 
Stock Units and Dividend Equivalents made prior to stockholder approval, were 
subject to approval of this Plan by the stockholders of the Company, which 
was obtained on May 9, 1996.
                                           
                                      ARTICLE VI
                                    ADMINISTRATION
                                           
    6.1. THE ADMINISTRATOR.  

    The Committee hereunder shall consist of the Board or a committee of 
Directors appointed from time to time by the Board to serve as administrator 
of this Plan.  Any member of the Committee may resign by delivering a written 
resignation to the Board.  Members of the Committee shall not receive any 
additional compensation for administration of this Plan.

    6.2. COMMITTEE ACTION.   

    A member of the Committee shall not vote or act upon any matter which 
relates solely to himself or herself as a Participant in this Plan.  Action 
of the Committee with respect to the administration of this Plan shall be 
taken pursuant to a majority vote or by unanimous written consent of its 
members.

    6.3. RIGHTS AND DUTIES.

    Subject to the limitations of this Plan, the Committee shall be charged 
with the general administration of this Plan and the responsibility for 
carrying out its provisions, and shall have powers necessary to accomplish 
those purposes, including, but not by way of limitation, the following:

    (a)  To construe and interpret this Plan;

    (b)  To resolve any questions concerning the amount of benefits payable 
to a Participant (except that no member of the Committee shall participate in 
a decision relating solely to his or her own benefits);

    (c)  To make all other determinations required by this Plan;

    (d)  To maintain all the necessary records for the administration of this 
Plan; and

    (e)  To make and publish forms, rules and procedures for the 
administration of this Plan.

    The determination of the Committee made in good faith as to any disputed 
question or 


                                        8
<PAGE>

controversy and the Committee's determination of benefits payable to Eligible 
Directors shall be conclusive.  In performing its duties, the Committee shall 
be entitled to rely on information, opinions, reports or statements prepared 
or presented by:  (i) officers or employees of the Company whom the Committee 
believes to be reliable and competent as to such matters; and (ii) counsel 
(who may be employees of the Company), independent accountants and other 
persons as to matters which the Committee believes to be within such persons' 
professional or expert competence.  The Committee shall be fully protected 
with respect to any action taken or omitted by it in good faith pursuant to 
the advice of such persons.  The Committee may delegate ministerial, 
bookkeeping and other non-discretionary functions to individuals who are 
officers or employees of the Company.
         
    6.4. INDEMNITY AND LIABILITY.  

    All expenses of the Committee shall be paid by the Company and the 
Company shall furnish the Committee with such clerical and other assistance 
as is necessary in the performance of its duties. No member of the Committee 
shall be liable for any act or omission of any other member of the Committee 
nor for any act or omission on his or her own part, excepting only his or her 
own willful misconduct or gross negligence.  To the extent permitted by law, 
the Company shall indemnify and save harmless each member of the Committee 
against any and all expenses and liabilities arising out of his or her 
membership on the Committee, excepting only expenses and liabilities arising 
out of his or her own willful misconduct or gross negligence, as determined 
by the Board.

                                     ARTICLE VII
                             PLAN CHANGES AND TERMINATION
                                           
    7.1. AMENDMENTS.

    The Board shall have the right to amend this Plan in whole or in part 
from time to time or may at any time suspend or terminate this Plan; 
PROVIDED, however, that, except as contemplated by Section 5.8, no amendment 
or termination shall cancel or otherwise adversely affect in any way, without 
his or her written consent, any Eligible Director's rights with respect to 
Stock Units and Dividend Equivalents credited to his or her Stock Unit 
Accounts (assuming solely for such purposes a voluntary termination of 
services as of the date of such amendment or termination) or to any amounts 
previously credited (or that in such circumstances would be credited) to his 
or her Cash Account, including any Rollover Account.  Any amendments 
authorized hereby shall be stated in an instrument in writing, and all 
Eligible Directors shall be bound thereby upon receipt of notice thereof.

    7.2. TERM.

    It is the current expectation of the Company that this Plan shall be 
continued for a period of 10 years after the Effective Date, but continuance 
of this Plan is not assumed as a contractual obligation of 


                                        9
<PAGE>

the Company.  In the event that the Board of Directors decides to discontinue 
or terminate this Plan, it shall notify the Committee and Participants in 
this Plan of its action in writing, and this Plan shall be terminated at the 
time therein set forth.  All Participants shall be bound thereby.  In such 
event, the then credited benefits of a Participant (including any accelerated 
benefits under Section 5.4) shall be distributed at the time(s) and in the 
manner elected and provided under Section 5.5.

                                     ARTICLE VIII
                                    MISCELLANEOUS
                                           
    8.1. LIMITATION ON ELIGIBLE DIRECTORS' RIGHTS.
  
    Participation in this Plan shall not give any person the right to 
continue to serve as a member of the Board or any rights or interests other 
than as herein provided.  No Participant shall have any right to any payment 
or benefit hereunder except to the extent provided in this Plan.  This Plan 
shall create only a contractual obligation on the part of the Company as to 
such amounts and shall not be construed as creating a trust.  This Plan, in 
and of itself, has no assets.  Participants shall have only the rights of a 
general unsecured creditor of the Company with respect to amounts credited 
and benefits payable, if any, on their Cash Accounts and rights no greater 
than the right to receive the Common Stock (or equivalent value) as a general 
unsecured creditor.

    8.2. BENEFICIARIES.

    (a)  BENEFICIARY DESIGNATION.  Upon forms provided by and subject to 
conditions imposed by the Company, each Participant may designate in writing 
the Beneficiary or Beneficiaries (as defined in Section 8.2(b)) whom such 
Participant desires to receive any amounts payable under this Plan after his 
or her death.  The Company and the Committee may rely on the Participant's 
designation of a Beneficiary or Beneficiaries last filed in accordance with 
the terms of this Plan.

    (b)  DEFINITION OF BENEFICIARY.  A Participant's "Beneficiary" or 
"Beneficiaries" shall be the person, persons, trust or trusts (or similar 
entity) designated by the Participant or, in the absence of a designation, 
entitled by will or the laws of descent and distribution to receive the 
Participant's benefits under this Plan in the event of the Participant's 
death, and shall mean the Participant's executor or administrator if no other 
Beneficiary is identified and able to act under the circumstances.

    8.3. BENEFITS NOT ASSIGNABLE; OBLIGATIONS BINDING UPON
         SUCCESSORS. 

    Benefits of a Participant under this Plan shall not be assignable or 
transferable and any purported transfer, assignment, pledge or other 
encumbrance or attachment of any payments or benefits under this Plan, or any 
interest therein, other than by operation of law or pursuant to Section 8.2, 
shall not be 


                                        10
<PAGE>

permitted or recognized.  Obligations of the Company under this Plan shall be 
binding upon successors of the Company.

    8.4. GOVERNING LAW; SEVERABILITY.

    The validity of this Plan or any of its provisions shall be construed, 
administered and governed in all respects under and by the laws of the State 
of California.  If any provisions of this instrument shall be held by a court 
of competent jurisdiction to be invalid or unenforceable, the remaining 
provisions hereof shall continue to be fully effective.

    8.5. COMPLIANCE WITH LAWS.  

    This Plan and the offer, issuance and delivery of shares of Common Stock 
and/or the payment of money through the deferral of compensation under this 
Plan are subject to compliance with all applicable federal and state laws, 
rules and regulations (including but not limited to state and federal 
securities law) and to such approvals by any listing, agency or any 
regulatory or governmental authority as may, in the opinion of counsel for 
the Company, be necessary or advisable in connection therewith.  Any 
securities delivered under this Plan shall be subject to such restrictions, 
and the person acquiring such securities shall, if requested by the Company, 
provide such assurances and representations to the Company as the Company may 
deem necessary or desirable to assure compliance with all applicable legal 
requirements.
     
    8.6. PLAN CONSTRUCTION.

    It is the intent of the Company that transactions pursuant to this Plan 
satisfy and be interpreted in a manner that satisfies the applicable 
requirements of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") 
so that mandatory deferrals and, to the extent elections are timely made, 
elective deferrals will be entitled to the benefits of Rule 16b-3 or other 
exemptive rules under Section 16 of the Exchange Act and will not be 
subjected to avoidable liability thereunder.  Any contrary interpretation 
shall be avoided.
     
    8.7. HEADINGS NOT PART OF PLAN.

    Headings and subheadings in this Plan are inserted for reference only and 
are not to be considered in the construction of the provisions hereof.
     
    8.8. RELATIONSHIP TO THE 1993 DEFERRED COMPENSATION PLAN.  

    Subject to Section 5.8, this Plan supersedes in its entirety the 1993 
Board of Directors Deferred Compensation Plan (the "1993 Plan").  As of the 
date of stockholder approval of this Plan, accrued balances under the 1993 
Plan shall be credited to a Cash Account under this Plan and such balances 
shall 

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thereafter be credited in accordance with the provisions of this Plan.  
Payout elections under the 1993 Plan shall be conformed to the nearest 
equivalent under this Plan.
 
    8.9. LIMITED EXCEPTION TO IRREVOCABILITY OF PAYOUT ELECTIONS.  

    A Participant may, subject to the approval of the Committee, 
prospectively change an election under Section 5.5(b) by a subsequent 
election that will take effect at least 12 months after the subsequent 
election is received by the Company if, in the opinion of Counsel to the 
Company, the subsequent election would not adversely effect the efficacy of 
deferrals under the Code in respect of other Participants or this Plan.  The 
Committee may, subject to Sections 8.5 and 8.6, permit elections that would 
not qualify for exemption under Section 16(b) of the Exchange Act, so long as 
the availability of any exemption thereunder for other Directors under this 
Plan is not compromised.


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