<PAGE>
                                       
                           DOLE FOOD COMPANY, INC.
                                           
        1982 STOCK OPTION AND AWARD PLAN, AS AMENDED JULY 31, 1997
                                           
1.  PURPOSE

               The purpose of the 1982 Stock Option and Award Plan (the 
"Plan") is to encourage ownership of shares of the common stock of Castle & 
Cooke, Inc. (the "Corporation") by key employees of the Corporation and its 
subsidiaries and to give such employees added incentive to continue in the 
employ of the Corporation or of its subsidiaries and to promote the success 
of the businesses of such corporations.  Accordingly, the Corporation will, 
from time to time, during the term of the Plan, with respect to such 
employees as may be selected in the manner hereinafter provided, (1) grant 
options to purchase shares of common stock of the Corporation, (2) award 
restricted stock, and (3) award performance shares, or any of the foregoing 
subject to the conditions hereinafter provided.

2.  ADMINISTRATION

               (a)  The Plan will be administered by the Corporate 
Compensation and Management Development Committee, which shall constitute a 
stock option committee (the "Committee"), which shall consist of not less 
than three members, each of whom shall be a member of the Board of Directors 
of the Corporation and none of whom while serving as such shall be eligible 
to participate in the Plan. Subject to the foregoing, the Board of Directors 
of the Corporation may fix the number of members and appoint the members of 
the Committee.  Any or all of the members of the Committee may but need not 
be a member or members of the Committee under the stock option plans of the 
Corporation.  The Board of Directors may from time to time remove members 
from, or add members to, the Committee.  Vacancies on the Committee, 
howsoever caused, shall be filled by the Board of Directors.  The Committee 
shall select one of its members as Chairman, and shall hold meetings at such 
times and places as it may determine, subject to such rules as to procedures 
not inconsistent with the provisions of the Plan.  A majority of the 
authorized number of members of the Committee shall constitute a quorum for 
the transaction of business.  Action approved in writing by a majority of the 
members of the Committee then serving shall be the valid acts of the 
Committee without a meeting.

               (b)  Subject to the provisions of the Plan, the Committee is 
authorized to interpret it, to prescribe, amend and rescind rules and 
regulations relating to it, and to make all other determinations necessary or 
advisable for its administration.  Any determination, decision or action of 
the Committee in connection with construction, interpretation, 
administration, or application of the Plan shall be final, conclusive and 
binding upon all persons participating in the Plan and any person validly 
claiming under or through persons participating in the Plan.

3.  SHARES SUBJECT TO PLAN

               (a)  An aggregate of 2,500,000 shares of the common stock of 
the Corporation may be issued pursuant to the Plan, subject to adjustment as 
provided in paragraph 8.

               (b)  Options to purchase or awards for up to an aggregate of 
such number of shares of the common stock of the Corporation may be granted 
hereunder at any time and from time to time within ten (10) years from the 
date the Plan is adopted or within ten (10) years from the date the Plan is 
approved by the stockholders of the Corporation, whichever is earlier.  No 
option or award shall be granted hereunder after the termination of said 
ten-year period.

               (c)  In case any option, options, award, or awards granted 
hereunder shall at any time or from time to time expire, be surrendered, for 
any reason be cancelled or forfeited without being exercised in whole or in 
part, then the shares thereby released from such option, options, award, or 
awards shall again be available hereunder, and an option, options, award, or 
awards relating to all or any part of such shares may be granted hereunder at 
any time and from time to time thereafter, subject to the limitations stated 
in subparagraph (b) of this paragraph 3.

               (d)  The shares subject to the Plan may be authorized but 
unissued shares of the common stock of the Corporation or shares of common 
stock held in the treasury of the Corporation.

                                        
<PAGE>

               (e)  The provision of this paragraph 3 are subject to the 
limitations stated in paragraph 4, 5 and 6 hereof.

4.  STOCK OPTIONS AND OPTIONEES

               (a)  Options and Optionees:

                    (1)  Options to purchase shares of common stock of the 
               Corporation will be granted only to persons who are key 
               employees of the Corporation or of a subsidiary, as determined 
               by the Committee.  The term "key employees" shall include 
               officers as well as other employees of the Corporation and 
               subsidiaries and shall include directors who are also 
               employees of the Corporation or of a subsidiary.

                   (2)  Neither the members of the Committee nor any member 
               of the Board of Directors of the Corporation who is not an 
               employee of the Corporation or of a subsidiary shall be 
               eligible to receive an option under this Plan.

                    (3)  The Committee, subject to the limitations of the 
               Plan, shall determine the key employees to whom an option or 
               options shall be granted, whether or not an option shall be an 
               incentive stock option, the number of shares with respect to 
               which an option shall be granted, and the time or times when 
               such options shall be granted.  Any or all of such options may 
               be designated as incentive stock options as defined in Section 
               422A of the Internal Revenue Code of 1954, as amended (the 
               "Code").

                    (4)  Two or more options may be granted hereunder to any 
               optionee, as may be determined from time to time by the 
               Committee.

                    (5)  No option shall be granted hereunder to any optionee 
               unless at the time of the granting thereof such optionee shall 
               be a key employee of the Corporation or of a subsidiary, 
               including an employee who is a director.

                    (6)  After the Committee approves the granting of an 
               option, the Committee shall notify the optionee of such action 
               and of the number of shares covered by the option and the 
               option price, and whether such option is an incentive stock 
               option.

                   (7)  In case of an incentive stock option:

                        [a] No such option shall be granted to any person who at
               the time such option is to be granted owns, directly or 
               beneficially, stock possessing more than ten percent (10%) of 
               the total combined voting power of all classes of stock of the 
               Corporation or of a subsidiary.

                        [b] For options granted on or before December 31, 1986,
               the aggregate fair market value (determined as of the time the 
               option is granted) of the stock for which any employee may be 
               granted incentive stock options in any calendar year (under 
               all plans of the Corporation and subsidiaries under which 
               incentive stock options may be granted) shall not exceed 
               $100,000 plus any 'unused limit carryover', as the term is 
               defined in Section 422A(c) (4) of the Code; for options 
               granted after December 31, 1986, the aggregate fair market 
               value (determined as of the time the option is granted) of the 
               stock with respect to which incentive stock options are 
               exercisable for the first time by an optionee during any 
               calendar year may not exceed $100,000.

                        [c] Any option granted on or before December 31, 1986 by
               its terms shall not be exercisable while there is outstanding 
               (within the meaning of Section 422A (c) (7) of the Code) any 
               incentive stock option which was granted before the granting 
               of such option to such optionee to purchase stock of the 
               Corporation.  This restriction shall not apply to any option 
               granted after December 31, 1986, on a current or deferred 
               basis, provided that if the payment is deferred, stock units 
               may be credited in respect thereof and earn dividend 
               equivalents or other compensation in respect thereof, and the 
               number of shares issued in respect of the deferral and such 
               units may include the sum of the number of shares under 
               alternative (ii) and the number of shares issued in respect of 
               the dividend equivalents.


                                        2 

<PAGE>
                    (8)  Each recipient of an option granted under the 
               Plan shall be required, at the time of the grant to execute an 
               option agreement with Corporation incorporating the terms and 
               conditions applicable to the granted option.  The date on 
               which the Committee approves the granting of an option shall 
               be considered for all purposes as the date on which such 
               option is granted.

               (b)  Option Price:  The option price of shares covered by any 
option granted pursuant to the Plan shall be one hundred percent (100%) of the 
fair market value of shares of the common stock of the Corporation on the day 
of the granting of the option or such higher price as the Committee may 
determine.

               (c)  Option Period-Exercise of Option:

                    (1)  The option period of each option hereunder shall be 
               a period of not more than ten (10) years from the date the 
               option is granted.  An option shall not be exercisable after 
               the expiration of the option period.

                    (2)  Subject to the provisions of this subparagraph (c), 
               each option granted hereunder shall become exercisable at such 
               times and over such period as shall be determined by the 
               Committee.

                    (3)  If and to the extent that the optionee shall have 
               earned the right to exercise the options, or any portion or 
               portions thereof, the optionee may thereafter exercise the 
               same in whole or in part at any time and from time to time 
               prior to the expiration of the option period; provided, 
               however, that the provisions of subparagraph (c) (4) of this 
               paragraph 4 shall govern in the event that the optionee ceases 
               to be an employee of the Corporation or any of its 
               subsidiaries prior to the expiration of the option period.

                    (4)  An option shall terminate and may no longer be 
               exercised if the optionee ceases to be an employee of the 
               Corporation or any of its subsidiaries, except that (i) if his 
               employment shall have been terminated for any reason other 
               than death or disability, then he may at any time within a 
               period of three months after such termination exercise the 
               option to the extent that the option was exercisable by him on 
               the date of the termination of his employment; (ii) if the 
               optionee is disabled (within the meaning of Section 105 (d) 
               (4) of the Code) while an employee of the Corporation or any 
               of its subsidiaries, then, to the extent that the optionee was 
               entitled to exercise the option on the date of his disability, 
               the option may be exercised within one year after his date of 
               disability; or (iii) if the optionee dies while an employee of 
               the Corporation or any of its subsidiaries, then the option 
               may at any time it could have been exercised by the optionee 
               (assuming he was an employee at such time) be exercised by his 
               estate or by the person or persons who shall have acquired the 
               right to exercise the option by bequest or inheritance. 
               Notwithstanding the prior sentence, no option shall be 
               exercisable after the expiration date of such option.

                    (5)  Each option hereunder shall not be subject to 
               exercise other than by the optionee or, in the case of death, 
               by his estate or by the person or persons who shall have 
               acquired the right to exercise the option by bequest or 
               inheritance.

                    (6)  Except as otherwise specifically provided by 
               subparagraph (c) (4) of this paragraph 4, each option 
               hereunder shall not be subject to exercise, in whole or in 
               part, by the optionee, unless at all times during the period 
               beginning with the date of the granting of the option and 
               ending on the day three months before the date of such 
               exercise of the option, the optionee was an employee of the 
               Corporation or of any of its subsidiaries.

                    (7)  Any option may be exercised by giving, in such form 
               as the Committee shall have prescribed or approved, written 
               notice of the exercise thereof to the Corporation at its 
               principal office in Honolulu, State of Hawaii, which written 
               notice shall specify the number of shares as to which the 
               option is exercised, accompanied by full payment in accordance 
               with subparagraph (c) (8) of this paragraph 4 to the 
               Corporation of the purchase price under the option of the 
               shares purchased upon such exercise of the option; except in 
               the case of the election of an alternative settlement method 
               as provided hereafter in this subparagraph (7):

                                        3
<PAGE>

                    [a]  The Committee, in its discretion, may provide that 
               any option by its terms may permit the optionee to elect any 
               of the alternative settlement methods set forth in item (c) 
               below.

                    [b]  The Committee, in its discretion, may at the request 
               of an optionee holding an option under the Plan which does not 
               by its terms include the right to elect any of such 
               alternative settlement methods, permit the election of any of 
               such alternative methods by the optionee.

                    [c]  The alternative settlement methods are: (i) payment 
               of cash by the Corporation to the optionee equal to the excess 
               of the fair market value of one share over the option price 
               times the number of shares as to which the option is 
               exercised; (ii) issuance by the Corporation to the optionee of 
               the number of full shares having an aggregate value not 
               greater than the cash amount calculated under alternative (i); 
               (iii) any combination of payment of cash by the Corporation 
               and issuance of full shares having an aggregate fair market 
               value not greater than the cash amount calculated under 
               alternative (i).

                    [d]  An alternative settlement method may be exercised 
               only when the fair market value of the shares subject to the 
               option exceeds the price of the option, except that in the 
               case of a deferred payment alternative, the option shares 
               shall remain reserved for issuance on payment of stock units 
               credited and to be credited in respect of the alternative 
               settlement on a deferred basis.

               Exercise of an option in any manner, including an exercise 
involving an election of an alternative settlement method, shall result in a 
decrease in the number of shares which thereafter may be available, both for 
purposes of the Plan and for sale to any one optionee, by the number of 
shares as to which the option is exercised.  Election of an alternative 
settlement method involving the receipt of cash shall be subject to prior 
approval by the Committee at the time of such election.

                    (8)    [a] Full payment for shares purchased upon the 
               exercise in whole or in part of an option granted hereunder 
               shall be made at the time of such exercise thereof.  No shares 
               so purchased shall be issued until full payment therefor has 
               been made.  An optionee as such shall have no rights as a 
               stockholder until the purchase of shares upon the exercise in 
               whole or in part of the option and the issuance of such shares 
               upon full payment therefor.

                         [b] Payment by an optionee may be made (i) in cash,
               (ii) by tendering shares owned by the optionee having a fair 
               market value equal to the cash exercise price applicable to such
               option, or (iii) by a combination of (i) and (ii).

                    (9)  No person shall have any rights as a stockholder 
               with respect to any shares covered by an option until the date 
               the stock certificate is issued evidencing ownership of the 
               shares.  No adjustment shall be made for dividends (ordinary 
               or extraordinary), whether in cash, securities or other 
               property or distributions or other rights for which the record 
               date is prior to the date such stock certificate is issued, 
               except as provided in paragraph 8 hereof.

5.  RESTRICTED STOCK AWARDS

               (a)  General:

                    (1)  All units awarded under this paragraph 5 
               ("Restricted Stock") shall be subject to the following terms 
               and conditions and to such other terms and conditions, not 
               inconsistent with the Plan, as shall be prescribed by the 
               Committee in its sole discretion.

                    (2)  Awards of Restricted Stock may be granted only to 
               key employees qualifying for the granting of options under 
               paragraph 4(a).  Each unit of Restricted Stock shall be deemed 
               the equivalent of one share of common stock of the Corporation.

               (b)  Restricted Period.  Units of Restricted Stock awarded to 
key employees may not be sold, assigned, transferred, pledged or otherwise 
encumbered during a period of not less than one year commencing on the date 
of 


                                        4
<PAGE>

the award and ending on such later date as the Committee may designate at the 
time of the award ("Restricted Period"), subject to the following:

                    (1)  Except as otherwise provided by the Committee at the 
               time of an award of Restricted Stock, if a key employee's 
               employment with the Corporation and its subsidiaries is 
               terminated by reason of his death, disability (as determined 
               by the Committee), or a retirement which entitles him to 
               pension benefits other than a deferred vested pension under a 
               pension plan then maintained by the Corporation or a 
               subsidiary, then the Restricted Period shall end as of the 
               date of such termination with respect to such number of units 
               (disregarding any fractional units) of Restricted Stock 
               granted to him under each prior award as is proportionate to 
               the ratio of (i) the number of whole calendar months elapsed 
               between the date of the award and the date of such termination 
               to (ii) the number of whole calendar months in the original 
               Restricted Period.

                    (2)  The Committee may, at the time of an award or at any 
               time thereafter, reduce or terminate the Restricted Period 
               otherwise applicable to all or any portion of any Restricted 
               Stock award; provided, however, that no such reduction under 
               the subparagraph (b) (2) shall be applicable to Restricted 
               Stock held by a key employee who voluntarily terminates his 
               employment within one year of the date such Restricted Stock 
               was awarded. For purposes of this subparagraph (b) (2), 
               termination of employment by reason of disability (as 
               determined by the Committee) or mandatory retirement shall not 
               be deemed a voluntary termination.

               Subject to the provisions of paragraphs (c) and (g) below, at 
the end of the Restricted Period for any units of Restricted Stock, shares 
will be issued free of all restrictions to the key employee, or, in the event 
of his death, to the beneficiary or beneficiaries designated by the key 
employee under this Plan or, if none, to his estate.  Delivery of shares in 
accordance with the preceding sentence shall be made within the thirty day 
period following the end of the Restricted Period.

               (c)  Forfeitures.  Except as otherwise provided in 
subparagraph (b) of this paragraph 5 and subject to the rights of the 
Committee under subparagraph (b) of this paragraph 5, a key employee shall 
forfeit all units of Restricted Stock if his employment with the Corporation 
and its subsidiaries is terminated prior to the last day of the applicable 
Restricted Period.

               (d)  Issuance of Stock.  Shares representing units of 
Restricted Stock shall not be issued until the end of the Restricted Period.

               (e)  Restricted Stock Agreement.  The key employee shall enter 
into an agreement with the Corporation in a form specified by the Committee 
agreeing to the terms and conditions of the award and such other matters as 
the Committee shall, in its sole discretion, determine.

               (f)  Stockholder Rights.  A key employee shall not be entitled 
to the rights of  a stockholder with respect to his units of Restricted Stock 
(including, but not limited to, the right to vote shares and to receive 
dividends) until the shares relating thereto are issued to him.

               (g)  Substitution of Rights.  Prior to the end of the 
Restricted Period with respect to any units of Restricted Stock awarded to a 
key employee, the Committee may, with the consent of the key employee, 
substitute an unsecured obligation of the Corporation to pay cash (on such 
reasonable terms and conditions as the Committee may, in its sole discretion, 
determine) in lieu of its obligation under this paragraph 5 to deliver 
unrestricted shares.

               (h)  Dividends.  Cash dividends shall not be payable to a key 
employee with respect to units of Restricted Stock.  Stock dividends shall be 
treated as additional units of Restricted Stock and shares relating thereto 
shall be issued to the key employee at the same time that shares to which 
such stock dividend relates are issued to the key employee.

                                        5
<PAGE>

6.  PERFORMANCE SHARE AWARDS

               (a)  General:

                    (1)  All units awarded under this paragraph 6 
               ("Performance Shares") shall be subject to the following terms 
               and conditions and to such other terms and conditions, not 
               inconsistent with the Plan, as shall be prescribed by the 
               Committee in its sole discretion.

                    (2)  Awards of Performance Shares may be granted only to 
               key employees qualifying for the granting of options under 
               paragraph 4(a).

               (b)  Performance Shares.  Awards under this paragraph 6 shall 
be granted to a key employee in the form of Performance Shares, which shall 
be credited to a Performance Shares account to be maintained for such key 
employee.  Each Performance Share shall be deemed to be the equivalent of one 
share of common stock of the Corporation.  The award of Performance Shares 
under the Plan shall not entitle the recipient to any dividend or voting 
rights or any other rights of a shareholder with respect to such Performance 
Shares.

               (c)  Granting of Awards.  Grants of awards of Performance 
Shares shall be made by the Committee at such time or times during the term 
of the Plan as it shall determine.  The Committee shall establish a growth in 
common stock earnings per share objective or objectives which must be 
achieved over a designated performance measurement period for each grant.  
The Committee shall have the right to approve different objectives and 
different performance measurement periods or both for different key 
employees.  The length of the performance measurement period shall be for not 
less than three years nor extend beyond the date of termination of the Plan.

               (d)  Right to Payment of Performance Shares:

                    (1)  A key employee shall have no right to receive 
               payment for any part of his Performance Shares and all of his 
               Performance Shares shall be forfeited unless he remains in the 
               employ of the Corporation or of a subsidiary at all times from 
               the date of the grant of the award of Performance Shares 
               through the earlier of (i) the last day of the performance 
               measurement period, (ii) his death, or (iii) his disability 
               (as determined by the Committee).  The Committee may, if in 
               its sole opinion circumstances warrant such action, approve 
               payment of any or all of the Performance Shares which would 
               otherwise be forfeited.

                    (2)  The extent to which a key employee receives payment 
               for all or part of the Performance Shares awarded to him shall 
               be determined by the Committee in its sole discretion based on 
               whether the growth in common stock earnings per share 
               objectives established by the Committee in the granting of the 
               award of such Performance Shares have been met.

                    (3)  Payment for Performance Shares shall be based on the 
               fair market value of shares on the last day of the performance 
               measurement period.

               (e)  Form and Timing of Payment.  No payments for Performance 
Shares shall be made to key employees prior to the end of a performance 
measurement period, except in the case of termination of employment due to 
death, total disability, or such other circumstances as the Committee deems 
acceptable.  Payments for Performance Shares to the holder thereof shall, in 
the sole discretion of the Committee, be wholly in cash or wholly in shares 
of common stock of the Corporation, or partly in cash and partly in shares in 
such proportion as the Committee deems appropriate.  Payment for Performance 
Shares shall be made as soon as practicable after the end of the performance 
measurement period or such earlier event, as the case may be, which 
determines the key employee's right to receive such payment.

               (f)  Performance Share Agreement.  The key employee shall 
enter into an agreement with the Corporation in a form specified by the 
Committee agreeing to the terms and conditions of the award and such other 
matters as the Committee, in its sole discretion, shall determine.


                                        6
<PAGE>

7.  NON-TRANSFERABILITY

               An option or award granted hereunder to any key employee shall 
not be assignable or transferable by the key employee other than by will or 
the laws of descent and distribution.  During the lifetime of an optionee, 
the option shall be exercisable only by such optionee.  Provisions to this 
effect shall be set forth in each option or award agreement executed in 
accordance herewith.

8.  REORGANIZATION, CHANGE IN CONTROL, ETC.

               (a)  In the event that there shall at any time or from time to 
time be a successor to the Corporation by reason of a corporate merger, 
consolidation, acquisitions of property or stock, reorganization, or 
liquidation, such successor shall assume the Plan then outstanding hereunder 
and all stock options then outstanding shall become fully exercisable upon 
such event.

               (b)  In the event that there shall at any time or from time to 
time be any change in the common stock of the Corporation, through stock 
dividend, stock split, or other change in corporate structure of the 
Corporation, the aggregate number of shares subject to the Plan, and the 
number of shares and the price or prices per share of the shares subject to 
options or awards then outstanding pursuant to the Plan, shall be 
appropriately adjusted by the Committee.

               (c)  In the event of a "Change in Control" of the Corporation 
(as defined below), all options shall become fully exercisable and the 
Restricted Period shall terminate with respect to all units of Restricted 
Stock as of the date of such Change in Control.  "Change in Control of the 
Corporation" shall mean a change in control of a nature that would be 
required to be reported in response to Item 5(f) of Schedule 14A of 
Regulation 14A promulgated under the Securities Exchange Act of 1934 as in 
effect on August 13, 1982 or, if Item 5(f) is no longer in effect, any 
regulations issued by the Securities and Exchange Commission pursuant to the 
Securities Exchange Act of 1934 which serve similar purposes; provided that, 
without limitation, such a change in Control shall be deemed to have occurred 
if and when (i) any "person" (as such term is used in Sections 13 (d) and 14 
(d) (2) of the Securities Exchange Act of 1934) is or becomes a beneficial 
owner, directly or indirectly, of securities of the Corporation representing 
twenty-five percent (25%) or more of the combined voting power of the 
Corporation's then outstanding securities, other than any such person who was 
the beneficial owner of securities of the Corporation representing 20% or 
more of the combined voting power of the Corporation's outstanding securities 
as of October 10, 1988, or (ii) individuals who were members of the Board of 
Directors of the Corporation immediately prior to a meeting of the 
stockholders of the Corporation involving a contest for the election of 
Directors shall not constitute a majority of the Board of Directors following 
such election.

               (d)  For the purpose of subparagraphs (a) (1), (a) (2), (a) 
(5), (c)(2), (c) (3), (c)(4), and (c)(6) of paragraph 4 hereof, an optionee 
shall be deemed to be employed by the Corporation or by any of its 
subsidiaries while he is employed by a corporation issuing or assuming a 
stock option in a transaction described in subparagraph (a) or subparagraph 
(b) of this paragraph 8 or by a parent or subsidiary of such corporation.  
For the purposes of this subparagraph (d) the parent-subsidiary relationship 
shall be determined at the time of such transaction.

               (e)  Fractional shares resulting from any adjustment in 
options or awards pursuant to this paragraph may be settled as the Committee 
shall determine, but in no case shall fractional shares be issued.

               (f)  Notice of any adjustment shall be given by the 
Corporation to each holder of an option or award which shall have been so 
adjusted.

               (g)  The grant of an option or award pursuant to the Plan 
shall not affect in any way the right or power of the Corporation to make 
adjustments, reclassifications, reorganizations or changes of its capital or 
business structure or to merge or to consolidate or to dissolve, liquidate or 
sell, or transfer all or any of its business or assets.


                                        7
<PAGE>

9.  USE OF PROCEEDS

               The proceeds received by the Corporation from the sale of 
shares purchased upon the exercise of options granted hereunder will be used 
for general corporate purposes.

10.  APPROVAL BY STOCKHOLDERS

               The Plan shall be submitted to the stockholders of the 
Corporation for their approval within twelve (12) months after the date the 
Plan is adopted by the Board of Directors of the Corporation.  If the Plan 
shall not be approved by the stockholders of the Corporation within twelve 
(12) months after the date the Plan is adopted by said Board of Directors, 
then, at the end of said period, the Plan shall automatically be and become 
cancelled and terminated. Notwithstanding anything to the contrary herein, no 
options or awards (including dividends paid or payable on shares subject to 
an award) granted pursuant to the Plan shall be exercisable or payable unless 
and until the stockholders of the Corporation have approved the Plan.

11.  TERMINATION AND AMENDMENT

               (a) Notwithstanding the provisions of paragraph 3(b), all 
authority of the Committee with respect to options or awards hereunder, 
including (subject to share limits) the authority to amend outstanding 
options and awards shall continue after the term of the Plan, so long as any 
option or award remains outstanding.  The Committee shall have the authority 
to permit an alternative settlement or deferred payment ("deferral") of or in 
respect of options and awards (through surrender, exchange or otherwise) 
under any other deferred compensation plan of the Corporation authorized by 
the Committee and approved or ratified by the Board.  Any such settlement or 
deferral shall not be deemed a new award hereunder so long as all shares 
issuable in respect thereof do not exceed the aggregate number of shares 
subject to the options or awards so settled or paid thereby.  The authority 
of the Committee shall continue in respect of any settlement or deferral so 
authorized.

               (b)  The Chief Executive Officer of the Corporation may at any 
time amend the Plan as may be necessary or advisable to conform the Plan with 
any regulations that might be promulgated by the United States Treasury 
Department under or relating to Section 422A of the Code; provided, however, 
that no amendment of the Plan by said Chief Executive Officer without 
approval of the Board of Directors of the Corporation and of the stockholders 
of the Corporation shall (i) increase the maximum number of shares of common 
stock issuable under the Plan, (ii) materially increase the benefits accruing 
to participants under the Plan, (iii) extend any option for a period longer 
than ten (10) years after the date of grant, (iv) materially modify the 
eligibility requirements for participation in the Plan, or (v) render any 
member of the Committee eligible to participate in the Plan at any time while 
such member is serving on said Committee.

               (c)  The Board of Directors of the Corporation may at any time 
amend or terminate the Plan; provided, however, that no amendment of the Plan 
by the Board of Directors without approval of the stockholders shall (i) 
increase the maximum number of shares of common stock issuable under the 
Plan, (ii) materially increase the benefits accruing to participants under 
the Plan, (iii) extend any option for a period longer than ten (10) years 
after the date of grant, (iv) materially modify the eligibility requirements 
for participation in the Plan, or (v) render any member of the Committee 
eligible to participate in the Plan at any time while said member is serving 
on said Committee.

               (d)  Except as provided in paragraph 10 hereof, options 
granted hereunder prior to any termination of the Plan may nevertheless be 
exercised thereafter in accordance with their terms and provisions, 
consistent with the terms and provisions of the Plan.  Except as provided as 
aforesaid, neither the Corporation, the Chief Executive Officer, the Board of 
Directors, the stockholders nor the Committee shall have any right or power 
at any time to bring about any amendment, modification or alteration or any 
cancellation or accelerated termination of any options previously granted 
pursuant to the Plan, without the express written consent of the optionee or 
any person validly claiming under or through the optionee.


                                        8
<PAGE>

12.  MISCELLANEOUS

               Nothing herein or in any options or awards granted hereunder 
shall be deemed to affect any options heretofore granted or assumed by the 
Corporation and now outstanding.

13.  WITHHOLDING TAX

               The Corporation shall have the right to withhold with respect 
to any payments made under the Plan any taxes required to be withheld because 
of such payments.

14.  DEFINITIONS

               (a)  The term "incentive stock option," as used herein, shall 
have the same meaning as "incentive stock option" as defined in Section 
422A(b) of the Code.

               (b)  The term "Plan," as used herein, shall mean the stock 
option and award plan provided for herein. The term "adoption of the Plan" 
and similar terms, as used herein, shall mean the approval of the Plan by the 
Board of Directors of the Corporation.  Copies of the Plan prepared after the 
adoption thereof shall show the date of the adoption thereof.

               (c)  The term "Committee," as used herein, shall mean the 
Stock Option Committee provided for in subparagraph (a) of paragraph 2 hereof 
as the same shall be constituted from time to time.

               (d)  The term "the Corporation," as used herein, shall mean 
Castle & Cooke, Inc. and also any successor thereto pursuant to the 
provisions of subparagraph (a) of paragraph 8 hereof.

               (e)  The term "subsidiary" and the term "subsidiaries," as 
used herein, shall have the same meaning as the term "subsidiary corporation" 
as defined in Section 425 of the Code.  The term "parent corporation," as 
used herein, shall have the same meaning as defined in said Section 425.

               (f)  The term "shares," as used herein, shall mean shares of 
the common stock of the Corporation as said shares are constituted at the 
date of the adoption of the Plan, and shall include such shares as may become 
subject to issuance in accordance with the terms of the Plan.  The term 
"shares" shall also mean and include any substitute or additional shares 
which may be or become subject to the Plan pursuant to a transaction 
described in paragraph 8 hereof.

               (g)  (1)  The term "fair market value" means the highest price 
               of any stock exchange sale of shares on (i) the day of the 
               granting of the option for purposes of paragraph 4(b), (ii) on 
               the date of exercise of the option for purposes of paragraph 
               4(c)(7)[c], (iii) on the day immediately prior to the date of 
               payment for purposes of paragraph 4(c)(8), and (iv) the last 
               day of the performance measurement period for purposes of 
               6(d)(3).  If there shall be no stock exchange sale of shares 
               on the applicable date, then the fair market value shall be 
               the highest price of any stock exchange sale of shares on the 
               last preceding day on which there had been a stock exchange 
               sale of shares.

                    (2)  The term "stock exchange sale of shares" means (i) 
               any sale of shares on the New York Stock Exchange or the 
               Pacific Stock Exchange, or on any other stock exchange on 
               which the shares may be listed or (ii) any sale of shares 
               reported on any composite tape.

               Plan Adopted Effective:  August 13, 1982.

               Plan Amended Effective:  July 1, 1985, March 3, 1987, February 
               25, 1988 and July 31, 1997.


                                       9