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                              CASTLE & COOKE, INC.

                           DEFERRED COMPENSATION PLAN















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                                TABLE OF CONTENTS

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<S>                                                                                                            <C>
ARTICLE I - PURPOSE AND AUTHORIZED SHARES........................................................................1

         1.01     Purpose and Effective Date.....................................................................1

         1.02     Shares Available...............................................................................1

         1.03     Relationship to Stock Plan.....................................................................1

         1.04     Gender and Number..............................................................................1

ARTICLE II - DEFINITIONS AND CERTAIN PROVISIONS..................................................................2

         2.01     Affiliate......................................................................................2

         2.02     Already-Owned Shares...........................................................................2

         2.03     Alternative Exercise...........................................................................2

         2.04     Alternative Exercise Agreement.................................................................2

         2.05     Base Salary....................................................................................2

         2.06     Beneficiary....................................................................................2

         2.07     Bonus..........................................................................................3

         2.08     Board..........................................................................................3

         2.09     Change in Control..............................................................................3

         2.10     Code...........................................................................................4

         2.11     Common Stock...................................................................................4

         2.12     Compensation...................................................................................4

         2.13     Conversion Date................................................................................4

         2.14     Corporation....................................................................................4

         2.15     Deferral Account...............................................................................4

         2.16     Deferral Election Agreement....................................................................4

         2.17     Dividend Equivalent............................................................................4

         2.18     Eligible Participant...........................................................................4

         2.19     Employer.......................................................................................4

         2.20     ERISA..........................................................................................4

         2.21     Exercise Shares................................................................................5

         2.22     Fair Market Value..............................................................................5

         2.23     Merger.........................................................................................5

         2.24     Merger Agreement...............................................................................5

         2.25     Participant....................................................................................5

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         <S>      <C>                                                                                          <C>
         2.26     Payout Date....................................................................................5

         2.27     Plan Administrator.............................................................................5

         2.28     Plan Year......................................................................................5

         2.29     Qualifying Stock Option........................................................................5

         2.30     Rabbi Trust....................................................................................5

         2.31     Share..........................................................................................5

         2.32     Special Income.................................................................................5

         2.33     Special Income Deferral Election Agreement.....................................................6

         2.34     Stock Plan.....................................................................................6

         2.35     Stock Unit.....................................................................................6

         2.36     Stock Unit Account.............................................................................6

         2.37     Termination....................................................................................6

ARTICLE III - ADMINISTRATION OF THE PLAN.........................................................................6

         3.01     Administration.................................................................................6

         3.02     Tax Withholding................................................................................7

         3.03     Account Statements.............................................................................7

ARTICLE  IV - ELIGIBILITY........................................................................................7

ARTICLE V - DEFERRAL ELECTIONS AND ACCOUNTS......................................................................7

         5.01     Deferral Elections.............................................................................7

         5.02     Rules Regarding Deferral Elections and Alternative Exercise Elections.........................10

         5.03     Investment Equivalents........................................................................11

         5.04     Stock Unit Accounts...........................................................................11

         5.05     Rules Regarding Withholdings..................................................................12

ARTICLE VI - BENEFITS DISTRIBUTION..............................................................................13

         6.01     Termination Benefit...........................................................................13

         6.02     Scheduled In-Service Distribution.............................................................13

         6.03     Change in Form of Termination Benefit.........................................................13

         6.04     Participant's Death...........................................................................13

         6.05     Emergency Distribution........................................................................14

         6.06     Early Withdrawal..............................................................................15

         6.07     Small Benefit.................................................................................15

         6.08     Change in Control.............................................................................15

ARTICLE VII - RABBI TRUST.......................................................................................15

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                                       ii

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         <S>      <C>                                                                                          <C>
         7.01     Rabbi Trust...................................................................................15

         7.02     Assets of the Rabbi Trust.....................................................................16

         7.03     No Reversion..................................................................................16

Article VIII - CLAIMS PROCEDURE.................................................................................16

         8.01     Claim.........................................................................................16

         8.02     Claim Decision................................................................................16

         8.03     Request for Review............................................................................16

         8.04     Review of Decision............................................................................17

ARTICLE IX - AMENDMENT AND TERMINATION OF THE PLAN..............................................................17

         9.01     Amendment and Termination.....................................................................17

         9.02     Distribution Upon Termination of the Plan.....................................................17

         9.03     Pooling Exception.............................................................................17

ARTICLE X - GENERAL PROVISIONS..................................................................................17

         10.01    Applicable Laws...............................................................................17

         10.02    Benefits Payable from General Assets..........................................................17

         10.03    Cost of the Plan..............................................................................18

         10.04    Severability..................................................................................18

         10.05    No Assignment of Rights.......................................................................18

         10.06    Successors to Corporation.....................................................................18

         10.07    Inability to Locate Participant...............................................................18

         10.08    Compliance with Laws..........................................................................18

         10.09    Program Construction..........................................................................19

EXHIBIT A         DEFERRAL ELECTION AGREEMENT..................................................................A-1

EXHIBIT B         SPECIAL INCOME DEFERRAL ELECTION AGREEMENT...................................................B-1

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                                      iii

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ARTICLE I - PURPOSE AND AUTHORIZED SHARES

1.01     PURPOSE AND EFFECTIVE DATE. Effective March 1, 2000, Castle & Cooke,
         Inc., by action of its Board of Directors, has established the Castle &
         Cooke, Inc. Deferred Compensation Plan (as revised to address the
         additional compensation payable as a result of the merger, the "Plan").
         The Plan is intended to help Castle & Cooke, Inc. and any participating
         Affiliate attract and retain key employees by allowing them to defer a
         portion of their compensation.

         The Plan is to be construed as a plan maintained to provide deferred
         compensation to a "select group of management or highly compensated
         employees" within the meaning of Section 201(2) of the Employee
         Retirement Income Security Act of 1974 ("ERISA"), as amended from time
         to time. The Plan is intended to be exempt from the participation,
         vesting, funding and fiduciary requirements of Title I of ERISA, to the
         fullest extent permitted under the law. The Plan shall at all times be
         "unfunded" within the meaning of ERISA and the Internal Revenue Code of
         1986, as amended from time to time.

1.02     SHARES AVAILABLE. The number of Shares that may be issued under the
         Stock Plan (except as provided below) upon implementation of the option
         gain deferral feature of this Plan shall be limited to the aggregate
         number of Shares that were the subject of the Qualifying Stock Options
         granted under the Stock Plan that are exercised pursuant to the terms
         of this Plan in exchange for the crediting of Stock Units under this
         Plan. If insufficient Shares remain under the Stock Plan for the
         accumulation of Dividend Equivalents, such excess Shares shall be
         issued under other authority of the Board or, in the absence of such
         other authority, may be paid (in the sole discretion of the Plan
         Administrator) in cash. Shares not exceeding the number of
         Already-Owned Shares used under this Plan to exercise a Qualifying
         Stock Option granted under the Stock Plan may be used in respect of
         Dividend Equivalents on the Stock Units credited with respect to an
         Alternatively Exercised Qualifying Stock Option granted under the Stock
         Plan, but may not be used for other awards under the Stock Plan.

1.03     RELATIONSHIP TO STOCK PLAN. This Plan contains an option gain deferral
         feature under Section 5.01(d) providing alternative exercise agreements
         under and as contemplated by the Stock Plan in respect of nonqualified
         stock options granted thereunder. This feature shall be effective only
         if approved by the Board by resolution adopted after June 30, 2000. The
         option gain deferral feature of this Plan also contemplates the grant
         of Stock Units under and as contemplated by the Stock Plan. The option
         gain deferral feature of this Plan and all rights under it provided
         shall be the subject to and construed consistently with the other terms
         of the Stock Plan, except as the context otherwise requires.

1.04     GENDER AND NUMBER. Where the context permits, words in any gender shall
         include any other gender, words in the singular shall include the
         plural, and the plural shall include the singular.


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ARTICLE II - DEFINITIONS AND CERTAIN PROVISIONS

2.01     AFFILIATE shall mean, except as otherwise used in the definition of
         Change in Control, any corporation while it is a member of the same
         controlled group of corporations (within the meaning of Code Section
         414) as the Corporation.

2.02     ALREADY-OWNED SHARES shall mean Shares owned by an Eligible
         Participant; provided, however, that Shares acquired by an Eligible
         Participant from the Corporation under an option or other employee
         benefit plan maintained by the Corporation or otherwise must be held by
         the Eligible Participant for at least six (6) months in order to
         qualify as Already-Owned Shares and, if Shares are used to pay the
         exercise price of an option or other award, such Shares must be held
         for at least six (6) months following such use in order to qualify
         again as Already-Owned Shares.

2.03     ALTERNATIVE EXERCISE shall mean the exercise of all or a portion of a
         Qualifying Stock Option using Already-Owned Shares in exchange for a
         combination of Exercise Shares and Stock Units under this Plan.

2.04     ALTERNATIVE EXERCISE AGREEMENT shall mean an agreement entered into
         between the Corporation and an Eligible Participant pursuant to which
         the Eligible Participant elects to defer that portion of the proceeds
         from the exercise of the Qualifying Stock Option equal to the spread in
         the form of Stock Units.

2.05     BASE SALARY means a Participant's base salary prior to deferrals under
         this Plan but after reduction for any salary deferral contributions to
         a plan described in Section 125 or Section 401(k) of the Code.

2.06     BENEFICIARY means the person or persons, including a trustee, personal
         representative or other fiduciary, last designated in writing by a
         Participant in accordance with procedures established by the Plan
         Administrator to receive the benefits specified hereunder in the event
         of the Participant's death. No beneficiary designation shall become
         effective until it is filed with the Plan Administrator, and no
         beneficiary designation of someone other than the Participant's spouse
         shall be effective unless such designation is consented to by the
         Participant's spouse on a form provided by and in accordance with
         procedures established by the Plan Administrator. If there is no
         Beneficiary designation in effect, or if there is no surviving
         designated Beneficiary, then the Participant's surviving spouse shall
         be the Beneficiary. If there is no surviving spouse to receive any
         benefits payable in accordance with the preceding sentence, the duly
         appointed and currently acting personal representative of the
         Participant's estate (which shall include either the Participant's
         probate estate or living trust) shall be the Beneficiary. In any case
         where there is no such personal representative of the Participant's
         estate duly appointed and acting in that capacity within 90 days after
         the Participant's death (or such extended period as the Plan
         Administrator determines is reasonably necessary to allow such personal
         representative to be appointed, but not to exceed 180 days after the
         Participant's death), then Beneficiary shall mean the person or persons
         who can verify by affidavit or court order to the satisfaction of the
         Plan Administrator that they are legally entitled to receive the
         benefits specified hereunder. In the event any amount is payable under
         the Plan to a minor, payment shall not be made to the minor, but
         instead shall be paid (a) to that person's living parent(s) to act as
         custodian, (b) if that person's parents are then divorced, and one


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         parent is the sole custodial parent, to such custodial parent, or (c)
         if no parent of that person is then living, to a custodian selected by
         the Plan Administrator to hold the funds for the minor under the
         Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction
         in which the minor resides. If no parent is living and the Plan
         Administrator decides not to select another custodian to hold the funds
         for the minor, then payment shall be made to the duly appointed and
         currently acting guardian of the estate for the minor or, if no
         guardian of the estate for the minor is duly appointed and currently
         acting within 60 days after the date the amount becomes payable,
         payment shall be deposited with the court having jurisdiction over the
         estate of the minor.

2.07     BONUS means any bonus awarded to a Participant for services provided to
         an Employer that would be paid to a Participant before or on the date
         of termination of his employment prior to deferrals under this Plan but
         after reduction for any salary deferral contributions to a plan
         described in Section 125 or Section 401(k) of the Code.

2.08     BOARD means the Board of Directors of the Corporation.

2.09     CHANGE IN CONTROL means any of the following:

         (a)      Approval by the shareholders of the Corporation of the
                  dissolution or liquidation of the Corporation;

         (b)      Approval by the shareholders of the Corporation of an
                  agreement to merge or consolidate, or otherwise reorganize,
                  with or into one or more entities that are not subsidiaries or
                  other affiliates, as a result of which less than 50% of the
                  outstanding voting securities of the surviving or resulting
                  entity immediately after the reorganization are, or will be
                  owned, directly or indirectly, by shareholders of the
                  Corporation immediately before such reorganization (assuming
                  for purposes of such determination that there is no change in
                  the record ownership of the Corporation's securities from the
                  record date for such approval until such reorganization and
                  that such record owners hold no securities of the other
                  parties to such reorganization, but including in such
                  determination any securities of the other parties to such
                  reorganization held by affiliates of the Corporation);

         (c)      Approval by the shareholders of the Corporation of the sale of
                  substantially all of the Corporation's business and/or assets
                  to a person or entity which is not a subsidiary or other
                  Affiliate; or

         (d)      Any "person" (as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, as amended from time
                  to time (the "Exchange Act") but excluding any person
                  described in and satisfying the conditions of Rule 13d-1(b)(1)
                  thereunder), other than a person who is the beneficial owner
                  (as defined in Rule 13d-3 under the Exchange Act) of more than
                  20% of the outstanding Shares of Common Stock at the time of
                  adoption of this Plan (or Affiliate, successor, heir,
                  descendent or related party of or to any such person), becomes
                  the beneficial owner (as defined in Rule 13d-3 under the
                  Exchange Act), directly or indirectly, of securities of the
                  Corporation representing more than 50% of the combined voting
                  power of the Corporation's then outstanding securities
                  entitled to then vote generally in the election of directors
                  of the Corporation.


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2.10     CODE means the Internal Revenue Code of 1986, as amended from time to
         time, all successor laws thereto, and any regulations or guidance
         promulgated thereunder. Where the Plan refers to a particular section
         of the Code, the reference shall also apply to any successor to that
         section.

2.11     COMMON STOCK means the Common Stock of the Corporation, subject to
         adjustment pursuant to Section 5.04(d) of this Plan and Section 6.2 of
         the Stock Plan, as the case may be.

2.12     COMPENSATION means an Eligible Participant's Base Salary, Bonus,
         Special Income and any Qualifying Stock Options.

2.13     CONVERSION DATE means the date that an Eligible Participant exercises a
         Qualifying Stock Option in accordance with the Alternative Exercise
         procedures under this Plan.

2.14     CORPORATION means Castle & Cooke, Inc.

2.15     DEFERRAL ACCOUNT means a bookkeeping account maintained to record the
         interest of a Participant under the Plan. A Participant's Deferral
         Account shall consist of the value of any Base Salary, Bonus and/or
         Special Income the Participant elects to defer hereunder, and any
         income, losses, distributions or withdrawals credited or debited
         thereto.

2.16     DEFERRAL ELECTION AGREEMENT means an agreement substantially in the
         form of Exhibit A (as from time to time revised by the Plan
         Administrator).

2.17     DIVIDEND EQUIVALENT means the amount of cash dividends or other cash
         distributions paid by the Corporation on that number of Shares equal to
         the number of Stock Units credited to a Participant's Stock Unit
         Account as of the applicable record date for the dividend or other
         distribution, which amount shall be credited in the form of additional
         Stock Units to the Stock Unit Account of the Participant, or in cash to
         the Participant's Deferral Account as provided in Section 5.04.

2.18     ELIGIBLE PARTICIPANT means an employee of an Employer selected by the
         Board, in its sole and absolute discretion, and described in Section
         4.01, to make Compensation deferrals under the Plan.

2.19     EMPLOYER means the Corporation or participating Affiliate that employs
         a Participant.

2.20     ERISA means the Employee Retirement Income Security Act of 1974, as
         amended from time to time, all successor laws thereto, and any
         regulations or guidance promulgated thereunder. Where the Plan refers
         to a particular section of ERISA, the reference shall also apply to any
         successor to the section.

2.21     EXERCISE SHARES mean the Shares delivered by the Corporation to the
         Eligible Participant upon the Alternative Exercise of a Qualifying
         Stock Option in accordance with Section 5.01(d).

2.22     FAIR MARKET VALUE on any date shall mean "Fair Market Value" as such
         term is defined in the Stock Plan.


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2.23     MERGER means the proposed merger of MergerCo into the Company pursuant
         to the Merger Agreement.

2.24     MERGER AGREEMENT means the Agreement and Plan of Merger by and among
         Flexi-Van Leasing, Inc., a Delaware corporation ("FLX"), Castle & Cooke
         Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of
         FLX, Castle Acquisition Company, Inc., a Hawaii corporation
         ("MergerCo") and the Company dated as of May 19, 2000 as amended from
         time to time.

2.25     PARTICIPANT means an Eligible Participant who has filed a completed and
         executed Deferral Election Agreement, Special Income Deferral Election
         Agreement and/or Alternative Exercise Agreement with the Plan
         Administrator and is participating in the Plan in accordance with the
         provisions of Article V.

2.26     PAYOUT DATE means the date on which the Participant elected (in his
         Deferral Election Agreement and/or Special Income Deferral Election
         Agreement) to receive an in-service withdrawal from his Deferral
         Account in accordance with Section 6.02.

2.27     PLAN ADMINISTRATOR means a committee appointed by the Board pursuant to
         Section 3.01.

2.28     PLAN YEAR means the calendar year beginning January 1 and ending
         December 31, except the first Plan Year shall be a short Plan Year
         beginning on March 1, 2000 and ending on December 31, 2000.

2.29     QUALIFYING STOCK OPTION means a nonqualified stock option granted under
         the Stock Plan; provided, however, that an option shall not be a
         Qualifying Stock Option if it will expire, by its terms, before the end
         of the twelve (12)-month period commencing with the date that the
         Alternative Exercise Agreement is submitted to and received by the Plan
         Administrator.

2.30     RABBI TRUST  means the trust described in Article VII.

2.31     SHARE means a share of Common Stock.

2.32     SPECIAL INCOME means the amount of cash that would be paid to an
         Eligible Participant as a result of the cancellation of outstanding
         stock options granted to the Eligible Participant under the Stock Plan
         pursuant to the Committee's adjustment and settlement determination
         under Section 6.2 of the Stock Plan and the terms and conditions of
         Section 3.2 of the Merger Agreement prior to deferrals thereof under
         this Plan.

2.33     SPECIAL INCOME DEFERRAL ELECTION AGREEMENT means an agreement
         substantially in the form of Exhibit B.

2.34     STOCK PLAN means the Castle & Cooke, Inc. Amended and Restated 1995
         Stock Option and Award Plan.


                                                                          Page 5
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2.35     STOCK UNIT means a non-voting unit of measurement which is deemed
         solely for bookkeeping purposes to be equivalent to one outstanding
         Share (subject to adjustment as provided in Section 5.04) solely for
         purposes of this Plan.

2.36     STOCK UNIT ACCOUNT means the bookkeeping account maintained by the
         Corporation on behalf of each Participant who is credited with Stock
         Units and Dividend Equivalents thereon in accordance with Section 5.04.

2.37     TERMINATION means termination of employment or retirement other than by
         reason of death.

ARTICLE III - ADMINISTRATION OF THE PLAN

3.01     ADMINISTRATION. This Plan shall be administered by the a committee
         appointed by the Board to serve as Plan Administrator, each member of
         which is a Non-Employee Director (as defined in Rule 16b-3).

         The Plan Administrator shall have all powers necessary or appropriate
         to carry out the provisions of the Plan. The Plan Administrator may,
         from time to time, establish rules for the administration of the Plan
         and the transaction of the Plan's business.

         The Plan Administrator shall have the exclusive right to make any
         finding of fact necessary or appropriate for any purpose under the
         Plan, including, but not limited to, the determination of eligibility
         for and amount of any benefit.

         The Plan Administrator shall have the exclusive right to interpret the
         terms and provisions of the Plan and to determine any and all questions
         arising under the Plan or in connection with its administration,
         including, without limitation, the right to remedy or resolve possible
         ambiguities, inconsistencies, or omissions by general rule or
         particular decision, all in its sole and absolute discretion.

         The Corporation's Vice President/Chief Financial Officer, Treasurer and
         Vice President/Human Resources, and any other officer or employee of
         the Corporation designated by the Plan Administrator from time to time,
         shall act as agents and shall perform such ministerial duties in
         connection with the administration of the Plan as the Plan
         Administrator may from time to time prescribe.

         All findings of fact, determinations, interpretations, and decisions of
         the Plan Administrator shall be conclusive and binding upon all
         person(s) having or claiming to have any interest or right under the
         Plan and shall be given the maximum deference allowed by law.

3.02     TAX WITHHOLDING. An Employer (or the trustee of the Rabbi Trust if
         applicable) may withhold from any payment under this Plan any federal,
         state or local taxes required by law to be withheld with respect to the
         payment and any sum the Employer (or trustee) may reasonably estimate
         as necessary to cover any taxes for which it may be liable and that may
         be assessed with regard to the payment. The Corporation or Employer may
         satisfy any state or federal tax withholding obligation arising upon a
         distribution of Shares with respect to a Participant's Stock Unit
         Account by reducing the appropriate


                                                                          Page 6
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         number of Shares otherwise deliverable to the Participant based on the
         Fair Market Value of a Share on the day prior to the date of
         distribution. If the Corporation or Employer, for any reason, elects
         not to (or cannot) satisfy the withholding obligation in accordance
         with the preceding sentence, the Participant shall pay or provide for
         payment in cash of the amount of any taxes which the Corporation or
         Employer may be required to withhold with respect to the benefits
         hereunder, before any such benefits are paid.

3.03     ACCOUNT STATEMENTS. Under procedures established by the Plan
         Administrator, a Participant shall receive a statement with respect to
         such Participant's Deferral Account as of the last day of each calendar
         quarter and/or with respect his Stock Unit Account as of the last day
         of each calendar year.

ARTICLE  IV - ELIGIBILITY

4.01     Participation shall be limited to a "select group of management or
         highly compensated employees" within the meaning of ERISA Section
         201(2) with at least one year of service with the Corporation or a
         participating Affiliate.

4.02     The Board also may permit any person who first becomes an Eligible
         Participant on or after the first day of a Plan Year to enroll in the
         Plan within 30 days following his eligibility and to defer Compensation
         earned after the date he files his Deferral Election Agreement and/or
         Alternative Exercise Agreement.

4.03     Any deferral election of a person, who through job transfer or demotion
         no longer meets the "Eligible Participant" definition of Article II,
         shall cease to be effective on December 31 of the Plan Year in which
         such transfer or demotion occurs.

4.04     Participation in or eligibility for the Plan shall not constitute a
         guarantee or contract of employment and shall not give any employee the
         right to be retained in the employment of the Corporation or any
         Affiliate, nor any right or claim to any benefit under the terms of the
         Plan, unless this right or claim has specifically accrued under the
         terms of the Plan.

ARTICLE V - DEFERRAL ELECTIONS AND ACCOUNTS

5.01     DEFERRAL ELECTIONS.

         (a)      BASE SALARY. Subject to Section 5.02, an Eligible Participant
                  may defer any percentage of his Base Salary. If an Eligible
                  Participant elects such a deferral, a minimum deferral of ten
                  percent (10%) of the Participant's Base Salary is required,
                  and the maximum deferral allowed is one hundred percent (100%)
                  of the Participant's Base Salary. Deferral elections between
                  10% and 100% may be made in whole percentages or dollar
                  amounts.

                  A Participant who wishes to defer receipt of all or a portion
                  of any Base Salary to be earned during the Plan Year shall
                  provide the Plan Administrator with a written Deferral
                  Election Agreement according to the rules established by the
                  Plan Administrator in its sole and absolute discretion. A
                  Participant's election to defer any Base Salary shall be
                  received by the Plan Administrator no later than the October
                  31st of the preceding Plan Year. A separate Deferral Election


                                                                          Page 7
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                  Agreement must be completed for each Plan Year for which a
                  Participant makes deferrals under the Plan. Notwithstanding
                  the foregoing, the Deferral Election Agreement for Base Salary
                  earned during the first Plan Year must be received by the Plan
                  Administrator by February 25, 2000, and shall be effective
                  with respect to Base Salary earned after March 1, 2000.

         (b)      BONUS. Subject to Section 5.02, an Eligible Participant may
                  elect to defer a specified percentage of his Bonus to be
                  earned the following year. If an Eligible Participant elects
                  such a deferral, a minimum deferral of ten percent (10%) of
                  the Participant's Bonus is required, and the maximum deferral
                  allowed is one hundred percent (100%) of the Participant's
                  Bonus. Deferral elections between 10% and 100% may be made in
                  whole percentages or dollar amounts.

                  A Participant who wishes to defer receipt of all or a portion
                  of any Bonus to be earned during the Plan Year shall provide
                  the Plan Administrator with a written Deferral Election
                  Agreement according to the rules established by the Plan
                  Administrator in its sole and absolute discretion. A
                  Participant's election to defer any Bonus shall be received by
                  the Plan Administrator no later than the October 31st of the
                  Plan Year for which the Bonus is earned. Notwithstanding the
                  foregoing, the Deferral Election Agreement for Bonuses
                  received in the first Plan Year must be received by the Plan
                  Administrator by February 25, 2000.

         (c)      SPECIAL INCOME. Subject to Section 5.02, an Eligible
                  Participant may make a one-time election to defer all or a
                  portion of his Special Income.

                  A Participant who wishes to defer receipt of all or a portion
                  of any Special Income that would otherwise be paid at the
                  Effective Time (as defined in the Merger Agreement) shall
                  provide the Plan Administrator with a written Special Income
                  Deferral Election Agreement according to the rules established
                  by the Plan Administrator in its sole and absolute discretion.
                  A Participant's election to defer any Special Income shall be
                  received by the Plan Administrator no later than July 5, 2000.

                  In addition, for such election to be effective with respect to
                  the deferral of the Eligible Participant's Special Income, the
                  Eligible Participant must agree in writing that the underlying
                  stock options, set forth in his Special Income Deferral
                  Election Agreement, shall not be exercised after the date of
                  the election. Notwithstanding the foregoing, an Eligible
                  Participant's election to defer his Special Income shall
                  terminate and any underlying stock option may be exercised in
                  accordance with its terms without regard to the election if
                  the stock option would otherwise expire (for example, because
                  of the Eligible Participant's termination of employment) or if
                  the Merger or cancellation does not occur.

         (d)      QUALIFYING STOCK OPTIONS. Subject to Section 5.02 and approval
                  by the Board of this feature and further subject to the Merger
                  not occurring, an Eligible Participant may elect to exercise
                  all or a portion of a Qualifying Stock Option under and
                  subject to the Alternative Exercise provisions set forth
                  herein and to receive a credit of Stock Units under this Plan.


                                                                          Page 8
<PAGE>

                  An election to Alternatively Exercise a Qualifying Stock
                  Option must be made by the Eligible Participant by completing
                  and executing a form of Alternative Exercise Agreement and
                  submitting such form to the Plan Administrator. Such an
                  election shall be irrevocable. Any Qualifying Stock Option (or
                  portion thereof) which is subject to an Alternative Exercise
                  Agreement may not be exercised at all during the twelve
                  (12)-month period following the date the Plan Administrator
                  receives the Eligible Participant's Alternative Exercise
                  election.

                  If, prior to the end of the twelve (12)-month period described
                  above, an Eligible Participant's employment with the
                  Corporation is terminated or, unless the Plan Administrator
                  otherwise provides, a Change in Control occurs, the Eligible
                  Participant's Alternative Exercise Agreement shall terminate
                  and the related Qualifying Stock Option may be exercised for
                  actual Shares in accordance with the terms of the Qualifying
                  Stock Option without regard to the Alternative Exercise
                  Agreement. If the Corporation unilaterally refuses to honor an
                  Alternative Exercise of a Qualifying Stock Option pursuant to
                  Section 10.08, the Alternative Exercise Agreement with respect
                  to such Qualifying Stock Option shall terminate and such
                  Qualifying Stock Option shall be exercisable for actual Shares
                  in accordance with its terms without regard to the Alternative
                  Exercise Agreement or the terms of the Qualifying Stock Option
                  regarding Alternative Exercise.

                  No Alternative Exercise Agreement shall have the effect of
                  extending the term or otherwise changing the terms of any
                  Qualifying Stock Option (except as expressly contemplated
                  hereby in respect of the consequences of exercise). No
                  Alternative Exercise Agreement may be amended or terminated
                  except as specifically provided herein.

         (e)      An Eligible Participant may irrevocably elect deferral option
                  (a) only, deferral option (b) only, deferral option (c) only,
                  or any combination of deferral options (a), (b) and (c). If
                  the Board authorizes the exercise of Qualifying Stock Options
                  pursuant to deferral option (d), an Eligible Participant may
                  irrevocably elect deferral option (d) only, or any combination
                  of deferral options (a), (b) and (d).

5.02     RULES REGARDING DEFERRAL ELECTIONS AND ALTERNATIVE EXERCISE ELECTIONS.

         (a)      A Participant's Deferral Election Agreement shall state:

           (i)        the percentage or dollar amount of his Base Salary and/or
                      Bonus to be deferred;

           (ii)       with respect to benefits paid upon Termination, the form
                      of payment, whether in a single lump sum of cash or in
                      annual installments over a period of 5, 10 or 15 years. In
                      the event that a Participant does not designate a form of
                      payment, the payment shall be in a single lump sum; and

           (iii)      the benefit Payout Date (see Section 6.02 below).


                                                                          Page 9
<PAGE>

         (b)      A Participant's Special Income Deferral Election Agreement
                  shall state:

           (i)        the specific stock option granted and all or a lesser
                      number of Shares subject thereto with respect to which
                      Special Income is to be deferred;

           (ii)       with respect to benefits paid upon Termination, the form
                      of payment, whether in a single lump sum of cash or in
                      annual installments over a period of 5, 10 or 15 years. In
                      the event that a Participant does not designate a form of
                      payment, the payment shall be in a single lump sum; and

           (iii)      the benefit Payout Date (see Section 6.02 below).

         (c)      Each Alternative Exercise Agreement with respect to a
                  Qualifying Stock Option shall specify:

           (i)        the portion of the Qualifying Stock Option that the
                      Eligible Participant elects to exercise;

           (ii)       that the Eligible Participant will exercise such
                      Qualifying Stock Option by paying the exercise price with
                      Already-Owned Shares having an aggregate Fair Market Value
                      equal to the exercise price for the number of Shares with
                      respect to which the Qualifying Stock Option is exercised;

           (iii)      that upon exercise, the Corporation will (A) deliver to
                      the Eligible Participant the same number of Shares used by
                      the Eligible Participant to pay the exercise price of the
                      Qualifying Stock Option and (B) in lieu of the remainder
                      of the Shares which would otherwise be delivered to the
                      Eligible Participant (the "Gain Shares"), credit to a
                      Stock Unit Account established for the Eligible
                      Participant, Stock Units equal in number to the number of
                      Gain Shares; and

           (iv)       the form of distribution of Shares, whether in a single
                      distribution or in annual installments over a period of 5,
                      10 or 15 years. In the event that a Participant does not
                      designate a form of payment, the payment shall be in a
                      single distribution.

         (d)      Subject to applicable law, the Plan Administrator may provide
                  for or permit an alternative method of delivering or tendering
                  Already-Owned Shares to pay the exercise price of a Qualifying
                  Stock Option.

5.03     INVESTMENT EQUIVALENTS.

         (a)      At the time of making the deferral elections described in
                  Section 5.01(a), (b) and (c), the Participant shall designate,
                  on a form provided and in a manner specified by the Plan
                  Administrator, in which investment fund(s) or portfolio(s) the
                  Participant's Deferral Account will be deemed to be invested
                  for purposes of determining the amount of earnings or losses
                  to be credited or debited to his Deferral Account.


                                                                         Page 10
<PAGE>

         (b)      In making the designation pursuant to this Section 5.03, the
                  Participant must specify, in multiples of 10%, the percentage
                  of his Deferral Account that shall be deemed to be invested in
                  one or more investment funds or portfolios. Effective as of
                  January 1 or July 1 of each Plan Year, a Participant may
                  change the designation made under this Section 5.03 by filing
                  an election, on a form provided and in a manner specified by
                  the Plan Administrator. If a Participant fails to elect an
                  investment fund or portfolio under this Section 5.03, he shall
                  be deemed to have elected the Galaxy Money Market Fund, or
                  such other investment fund or portfolio that the Plan
                  Administrator designates as the default fund for purposes of
                  this Plan.

         (c)      The Plan Administrator shall select from time to time, in its
                  sole discretion, the funds or portfolios in which Base Salary,
                  Bonus and/or Special Income deferred under this Plan will be
                  deemed to be invested. The earnings rate of each fund or
                  portfolio shall be used to determine the amount of earnings or
                  losses to be credited or debited to the Participant's Deferral
                  Account as of the last day of each calendar month provided
                  there remains a balance in such Deferral Account as of such
                  date. The Plan Administrator reserves the right to change the
                  funds or portfolios, and to increase or decrease the number of
                  funds or portfolios, available as the funds or portfolios for
                  purposes of this Plan.

         (d)      Notwithstanding the Participant's ability to designate the
                  funds or portfolios in which his Deferral Account shall be
                  deemed to be invested, the Plan Administrator shall have no
                  obligation to invest any funds in accordance with any
                  Participant's election. A Participant's Deferral Account shall
                  merely be a bookkeeping entry on the Corporation's books, and
                  no Participant shall obtain any interest in the funds or
                  portfolios.

5.04     STOCK UNIT ACCOUNTS.

         (a)      As of the applicable Conversion Date of a Qualifying Stock
                  Option, an Eligible Participant's Stock Unit Account shall be
                  credited with the number of Stock Units attributable to the
                  Gain Shares described in Section 5.02(b).

         (b)      A Participant's Stock Unit Account shall be a memorandum
                  account on the books of the Corporation. The Stock Units
                  credited to a Participant's Stock Unit Account shall be used
                  solely as a device for the determination of the number of
                  Shares to be eventually distributed to such Participant in
                  accordance with this Plan. The Stock Units shall not be
                  treated as property or as a trust fund of any kind. No
                  Participant shall be entitled to any voting or other
                  shareholder rights with respect to Stock Units granted or
                  credited under the Plan. The number of Stock Units credited
                  (and the Shares to which a Participant is entitled under this
                  Plan) shall be subject to adjustment in accordance with
                  Section 5.04(d) of this Plan and Section 6.2 of the Stock
                  Plan, as the case may be.

         (c)      As of any applicable dividend or distribution payment date, a
                  Participant's Stock Unit Account shall be credited with
                  additional Stock Units in an amount equal to the amount of the
                  Dividend Equivalents divided by the Fair Market Value of a
                  Share as of the applicable dividend payment date. If the limit
                  on the number of


                                                                         Page 11
<PAGE>

                  Shares available under this Plan in respect of Dividend
                  Equivalents is reached, the Plan Administrator may in its
                  discretion credit or settle such amounts in cash credited to
                  the Fleet Stable Asset Fund under the Participant's Deferral
                  Account.

         (d)      If the outstanding Shares are increased, decreased, or
                  exchanged for a different number or kind of securities, or if
                  additional shares or new or different shares or other
                  securities are distributed with respect to such Shares or
                  other securities, through merger, consolidation, sale of all
                  or substantially all of the assets of the Corporation,
                  reorganization, recapitalization, stock dividend, stock split,
                  reverse stock split or similar change in capitalization or any
                  other distribution with respect to such Shares or other
                  securities, proportionate and equitable adjustments consistent
                  with the effect of such event on shareholders generally (but
                  without duplication of benefits if Dividend Equivalents are
                  credited) shall be made in the number and type of Shares or
                  other securities, property and/or rights contemplated
                  hereunder and of rights in respect of Stock Units and Stock
                  Unit Accounts credited under the Plan so as to preserve the
                  benefits intended. If the event results in any rights of
                  shareholders to receive cash (other than cash dividends and
                  cash distributions), a corresponding amount of cash shall be
                  credited to the Galaxy Money Market Fund under each
                  Participant's Deferral Account as of the date that cash is
                  paid in respect of outstanding Shares.

5.05     RULES REGARDING WITHHOLDINGS. No Participant shall be allowed to defer
         Compensation to the extent the Corporation determines that such
         Compensation should be withheld to pay the Participant's portion of
         taxes under the Federal Insurance Contributions Act ("FICA"), and
         federal, state or local income and employment tax withholding payments
         required to maintain coverage for the Participant or the Participant's
         dependents under any welfare plan or program of the Corporation, or any
         similar payment. Notwithstanding the foregoing, the Corporation may
         withhold such taxes from other compensation payable to the Participant,
         or the Participant may pay such amounts to the Corporation.

ARTICLE VI - BENEFITS DISTRIBUTION

6.01     TERMINATION BENEFIT.

         (a)      Subject to Section 6.02, a Participant is eligible to receive
                  distribution of his Deferral Account balance and Stock Unit
                  Account under the Plan upon his Termination. The benefit will
                  commence on January 1 following the Plan Year of Termination,
                  will be payable in the form specified in Section 5.02, and
                  will be based upon the Deferral Account balance and/or the
                  number of Stock Units credited to a Participant's Stock Unit
                  Account at such time.

         (b)      Subject to Section 5.04(c) and (d), Stock Units credited to a
                  Participant's Stock Unit Account shall be distributed in an
                  equivalent whole number of Shares. Fractional share interest
                  shall be accumulated and paid in cash. Stock Units that are
                  paid in Shares, cash or are otherwise settled shall reduce on
                  a one-for-one basis the number of Stock Units remained
                  credited to the Participant's Stock Unit Account.


                                                                         Page 12
<PAGE>

         (c)      Certificates evidencing the Shares deliverable under the Plan
                  will be delivered by the Corporation to the Participant or his
                  or her Beneficiary, as appropriate; provided, however, that
                  the Corporation may make available an alternate arrangement
                  for delivery to a book entry service and the Plan
                  Administrator may either require or permit Participants and
                  Beneficiaries to elect that share certificates be delivered to
                  such book entry service. No interest or a right under the Plan
                  or the Stock Plan shall be created by the delivery of any
                  share certificate to such book entry service.

6.02     SCHEDULED IN-SERVICE DISTRIBUTION. The Deferral Election Agreement
         and/or Special Income Deferral Election Agreement shall provide that a
         Participant may elect to receive an in-service distribution of the
         amount of Base Salary, Bonus and/or Special Income deferred for any
         Plan Year, without earnings and reduced by the amount any previous
         emergency distributions or early withdrawals from his Deferral Account,
         in a lump sum payment in any January which occurs after the fifth
         anniversary of the last day of the Plan Year in which the amount
         deferred was earned. Notwithstanding the foregoing, in no event shall a
         Participant receive an amount under this Section 6.02 greater than the
         amount then credited to his Deferral Account. A Participant's
         in-service distribution election shall be irrevocable.

6.03     CHANGE IN FORM OF TERMINATION BENEFIT. Notwithstanding the
         Participant's election under Section 5.02, a Participant may elect to
         change the form of payment of his Termination benefit by providing
         written notice to the Plan Administrator at least one year prior to his
         Termination or, if earlier, his death or disability.

6.04     PARTICIPANT'S DEATH

         (a)      If a Participant dies after payment of benefits under the Plan
                  has commenced, payments shall continue to be made in the same
                  form and for the same duration as elected by the Participant.
                  However, such payment of benefits shall be made to his
                  Beneficiary.

         (b)      If a Participant dies prior to the commencement of a payment
                  of his benefits under the Plan, distributions of his Deferral
                  Account shall be made to his Beneficiary. Payments shall
                  commence as soon as practicable following the Participant's
                  death, in the same form and for the same duration as elected
                  by the Participant.

         (c)      Each Participant shall submit a written, signed, and dated
                  list of his designated Beneficiaries to the Plan
                  Administrator. Beneficiaries may be changed at any time
                  without the consent of any prior Beneficiaries; provided,
                  however, that no Beneficiary designation shall become
                  effective until it is filed with the Plan Administrator and no
                  Beneficiary designation of someone other than the
                  Participant's spouse shall be effective unless such
                  designation is consented to by the Participant's spouse on a
                  form provided by and in accordance with procedures established
                  by the Plan Administrator. Unless the Participant otherwise
                  provides, in the event of divorce, the designation of a
                  Participant's spouse as his Beneficiary shall be automatically
                  revoked. If no Beneficiaries survive the Participant, the
                  Participant's Beneficiary shall be his estate.


                                                                         Page 13
<PAGE>

6.05     EMERGENCY DISTRIBUTION. Upon written request of a Participant prior to
         Termination, the Plan Administrator may, in its sole discretion, make a
         lump sum payment to a Participant in order to meet a severe financial
         hardship to the Participant resulting from (a) a sudden and unexpected
         illness or accident of the Participant or a dependent of the
         Participant, (b) loss of the Participant's property due to casualty or
         (c) other similar extraordinary and unforeseeable circumstances arising
         as a result of events beyond the control of the Participant. However,
         no payment shall be made under this Section 6.05 to the extent that a
         hardship is or may be relieved (a) through reimbursement or
         compensation by insurance or otherwise, (b) by liquidation of the
         Participant's assets, to the extent the liquidation of such assets
         would not itself cause severe financial hardship or (c) by cessation of
         deferrals under the Plan effective for the next Plan Year. The amount
         of any emergency distribution under this Section 6.05 shall not exceed
         the lesser of (a) the amount required to meet the immediate financial
         need created by such hardship or (b) the entire amount then credited to
         the Participant's Deferral Account or Stock Unit Account. Amounts
         distributed pursuant to this Section 6.05 shall, at the sole discretion
         of the Plan Administrator, be distributed first from a Participant's
         Deferral Account and, to the extent the balance of the Participant's
         Deferral Account is not sufficient to satisfy the severe financial
         hardship, and next as a distribution of Shares from such Participant's
         Stock Unit Account. The remaining amounts credited to a Participant's
         Deferral Account and/or Stock Unit Account shall be distributed in
         accordance with the Participant's elections. The Participant shall not
         be permitted to make any further deferrals into the Plan for the Plan
         Year in which the emergency distribution occurs and for the next Plan
         Year.

         No payment shall be made under this Section 6.05 if the Plan
         Administrator determines that such payment would cause any other
         amounts deferred hereunder to be deemed constructively received under
         the Code.

6.06     EARLY WITHDRAWAL. At any time prior to his or her Termination, a
         Participant may elect to withdraw not less than 50% of the amount
         credited to his Deferral Account, reduced by the withdrawal penalty
         described below. The Participant may make such an election by filing a
         written notice with the Plan Administrator on a form provided and in
         the manner specified by the Plan Administrator. Within 90 days
         following the Plan Administrator's receipt of such notice, an amount
         equal to 88% of the amount that the Participant has elected to withdraw
         from his Deferral Account shall be paid to the Participant in a cash
         lump sum payment (less applicable withholding). Upon the payment of
         such withdrawal, (a) an amount equal to 12% of the amount the
         Participant has elected to withdraw from the Participant's Deferral
         Account shall be forfeited, (b) the Participant shall cease to
         participate in the Plan with respect to further deferrals for the
         remainder of the Plan Year in which the withdrawal occurs and during
         the Plan Year immediately following the Plan Year in which the
         withdrawal occurs, and (c) any deferral elections made by the
         Participant for such periods shall terminate. A Participant may not
         make more than two withdrawals under this Section 6.06.

6.07     SMALL BENEFIT. In the event the Plan Administrator determines that the
         balance of a Participant's Deferral Account is less than $25,000 at the
         time of commencement of payment of his benefit, that the sum of the
         Shares to be distributed to the Participant is less than or equal to
         1,000 Shares, that the portion of the balance of the Participant's
         Deferral Account payable to any Beneficiary is less than $25,000,
         and/or that the portion


                                                                         Page 14
<PAGE>

         of the balance of the Participant's Stock Unit Account payable to any
         Beneficiary is less than 1,000 Shares at the time of commencement of
         payment of a survivor benefit to such Beneficiary, the Plan
         Administrator may pay the benefit in the form of a lump sum payment and
         the Shares in a single distribution, notwithstanding any provision of
         this Article VI to the contrary. Such lump sum payment shall be equal
         to the balance of the Participant's Deferral Account and/or the number
         of Shares to be delivered from the Participant's Stock Unit Account or
         the portions thereof payable to a Beneficiary.

6.08     CHANGE IN CONTROL. In the event of a Change in Control, notwithstanding
         Section 9.02 and except as provided in Section 5.01(d), payments shall
         be made in the same form and for the same duration as elected by the
         Participant.

ARTICLE VII - RABBI TRUST

7.01     RABBI TRUST. In the event of a Change in Control, the Corporation and
         any participating Affiliate shall establish one or more rabbi trusts
         (the "Rabbi Trust") as part of the Plan. The Rabbi Trust shall be
         irrevocable and shall be funded with assets equal to or greater in
         value than the sum of all Deferral Account balances as determined upon
         such Change in Control and quarterly thereafter. Benefits payable under
         the Plan, other than Shares of Common Stock delivered with respect to
         Stock Units, shall be paid from the Rabbi Trust, unless the Employer
         pays such benefits directly, in its sole and absolute discretion.

7.02     ASSETS OF THE RABBI TRUST. No Participant or Beneficiary shall have any
         interest whatsoever in any specific asset of the Corporation,
         Affiliates or Rabbi Trust. To the extent that any person acquires a
         right to receive payments under the Plan, such right shall be no
         greater than the rights of any unsecured general creditor of the
         appropriate Employer.

7.03     NO REVERSION. No part of the Rabbi Trust shall be returned to any
         Employer except upon complete termination of the Plan after the
         satisfaction of all fixed and contingent liabilities of the Plan.

ARTICLE VIII - CLAIMS PROCEDURE

8.01     CLAIM. A person who believes that he is being denied a benefit to which
         he is entitled under this Plan (hereinafter referred to as "Claimant")
         may file a written request for such benefit with the Plan
         Administrator, setting forth his claim. The request must be addressed
         to the Plan Administrator at the Corporation's principal place of
         business.

8.02     CLAIM DECISION. Upon receipt of a claim, the Plan Administrator shall
         advise the Claimant that a reply will be forthcoming within ninety (90)
         days and shall, in fact, deliver such reply within such period. The
         Plan Administrator may, however, extend the reply period for an
         additional ninety (90) days for special circumstances.

         If the claim is denied in whole or in part, the Plan Administrator
         shall inform the Claimant in writing, using language calculated to be
         understood by the Claimant, setting forth: (1) the specified reason or
         reasons for such denial; (2) the specific reference to pertinent
         provisions of this Plan on which such denial is based; (3) a
         description of any additional material or information necessary for the
         Claimant to perfect his or her claim


                                                                         Page 15
<PAGE>

         and an explanation why such material or such information is necessary;
         (4) appropriate information as to the steps to be taken if the Claimant
         wishes to submit the claim for review; and (5) the time limits for
         requesting a review under Section 8.03.

8.03     REQUEST FOR REVIEW. Within sixty (60) days after the receipt by the
         Claimant of the written opinion described above, the Claimant may
         request in writing that the Plan Administrator review the
         determination. Such request must be addressed to the Plan
         Administrator, at the Corporation's principal place of business. The
         Claimant or his duly authorized representative may, but need not,
         review the pertinent documents and submit issues and comments in
         writing for consideration by the Plan Administrator. If the Claimant
         does not request a review within such sixty (60) day period, he shall
         be barred and estopped from challenging the original determination.

8.04     REVIEW OF DECISION. Within sixty (60) days after the Plan
         Administrator's receipt of a request for review, after considering all
         materials presented by the Claimant, the Plan Administrator will inform
         the Claimant in writing, in a manner calculated to be understood by the
         Claimant, of its decision setting forth the specific reasons for the
         decision and containing specific references to the pertinent provisions
         of this Plan on which the decision is based. If special circumstances
         require that the sixty (60) day time period be extended, the Plan
         Administrator will so notify the Claimant and will render the decision
         as soon as possible, but no later than one hundred twenty (120) days
         after receipt of the request for review.

ARTICLE IX - AMENDMENT AND TERMINATION OF THE PLAN

9.01     AMENDMENT AND TERMINATION. While the Corporation expects and intends to
         continue the Plan, the Corporation hereby reserves the right to amend
         or to terminate the Plan in any way, at any time, for any reason;
         except that no amendment shall be made which would eliminate a Rabbi
         Trust established pursuant to Article VII, or that otherwise would
         reduce a Participant's benefits to less than the amount the Participant
         would have been entitled to receive had the Participant resigned from
         the employment of the Corporation or its Affiliates on the effective
         date of such amendment or termination.

9.02     DISTRIBUTION UPON TERMINATION OF THE PLAN. If the Plan is terminated
         after the payment of benefits under the Plan has commenced, payments
         shall continue to be made in the same form and for the same duration as
         elected by the Participant. However, the Plan Administrator may, in its
         sole and absolute discretion, provide that distributions be made in any
         form and at any time, as selected by the Plan Administrator.

9.03     POOLING EXCEPTION. Any discretion with respect to the events addressed
         in this Article IX, including any acceleration of a distribution, shall
         be limited to the extent required by applicable accounting requirements
         in the case of a transaction intended to be accounted for as a pooling
         of interests transaction.

ARTICLE X - GENERAL PROVISIONS


                                                                         Page 16
<PAGE>

10.01    APPLICABLE LAWS. The Plan shall be construed and administered in
         accordance with the laws of the State of California, without regard to
         the conflict of law principles thereunder, to the extent that such laws
         are not pre-empted by the laws of the United States of America.

10.02    BENEFITS PAYABLE FROM GENERAL ASSETS. Amounts payable hereunder other
         than Shares of Common Stock delivered with respect to Stock Units,
         shall be paid exclusively from the general assets of the Employer which
         employed the Participant at the time the Compensation was deferred, and
         no person entitled to payment hereunder shall have any claim, right,
         security interest, or other interest in any fund, trust, account,
         insurance contract, or asset of the Corporation or Employer which may
         be looked to for such payment, other than the right of an unsecured
         general creditor against the Employer, in respect of the Deferral
         Account of such Participant established hereunder. Participants and
         their Beneficiaries shall have no greater right than the right to
         receive Shares of Common Stock as an unsecured general creditor in
         respect of their Stock Unit Accounts.

10.03    COST OF THE PLAN. All costs of the Plan, including the administration
         thereof, shall be borne by the Corporation and no contributions from
         Participants shall be required or permitted. This Section shall not
         apply to charges imposed within the selected investment funds or
         portfolio and included in the calculation of net returns for such fund
         or portfolio.

10.04    SEVERABILITY. If any provision of the Plan is held illegal or invalid,
         the illegality or invalidity shall not affect its remaining parts. The
         Plan shall be construed and enforced as if it did not contain the
         illegal or invalid provision.

10.05    NO ASSIGNMENT OF RIGHTS. No interest, right, or claim in or to any
         payment hereunder shall be assignable, transferable, or subject to
         sale, mortgage, pledge, hypothecation, commutation, anticipation,
         garnishment, attachment, execution, or levy of any kind. The
         Corporation and Affiliates shall not recognize any attempt to assign,
         transfer, sell, mortgage, pledge, hypothecate, commute or anticipate
         the same, except to the extent required by law.

10.06    SUCCESSORS TO CORPORATION. The Plan shall inure to the benefit of, and
         shall be binding upon, the Corporation and the Employers and their
         successors or assigns.

10.07    INABILITY TO LOCATE PARTICIPANT. In the event that the Plan
         Administrator is unable to locate a Participant or Beneficiary within
         two years following the Participant's Termination or death, the amounts
         allocated to the Participant's Deferral Account and/or Stock Unit
         Account shall be forfeited. If, after such forfeiture, the Participant
         or Beneficiary later claims such benefits, such benefits shall be
         reinstated without interest or earnings with respect to the period
         between the forfeiture and the reinstatement.

10.08    COMPLIANCE WITH LAWS. This Plan, the Corporation's acceptance of the
         exercise price of a Qualifying Stock Option in the form of
         Already-Owned Shares, the Corporation's issuance of Stock Units, and
         the offer, issuance and delivery of Shares and/or the payment in Shares
         through the Alternative Exercise of Qualifying Stock Options under this
         Plan and the Stock Plan are subject to compliance with all applicable
         federal and state laws, rules and regulations (including but not
         limited to state and federal securities


                                                                         Page 17
<PAGE>

         law) and to such approvals by any listing, agency or any regulatory or
         governmental authority as may, in the opinion of counsel for the
         Corporation, 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 Corporation, provide such assurances and
         representations to the Corporation as the Corporation may deem
         necessary or desirable to assure compliance with all applicable legal
         requirements. If the Corporation in its sole discretion determines that
         an Alternative Exercise of a Qualifying Stock Option would violate any
         law, rule or regulation, the Corporation may refuse to honor such
         Alternative Exercise.

10.09    PROGRAM CONSTRUCTION. It is the intent of the Corporation that
         transactions pursuant to this Plan satisfy and be interpreted in a
         manner that satisfies the applicable requirements of Rule 16b-3 so that
         to the extent elections are timely made, the crediting of Stock Units
         and the distribution of Shares with respect to Stock Units under this
         Plan will be entitled to the benefits of Rule 16b-3 or other exemptive
         rules under Section 16 of the Securities Exchange Act of 1934, as
         amended from time to time, and will not be subjected to avoidable
         liability thereunder.



                  IN WITNESS WHEREOF, the Corporation has caused its duly
authorized officers to execute this Plan.

                                      CASTLE & COOKE, INC.

                                      BY:
                                         ---------------------------------------


                                      BY:
                                         ---------------------------------------


June ___, 2000.


                                                                         Page 18



<PAGE>


                                                                       EXHIBIT A
CASTLE & COOKE, INC.                                             P.O. BOX 898900
                                                               MILILANI HI 96789
DEFERRED COMPENSATION PLAN
DEFERRAL ELECTION AGREEMENT

================================================================================

A.       DEFERRAL ELECTION

         I hereby irrevocably elect to participate in the Plan effective for the
         2000 PLAN YEAR in the following amounts:

         i.  [   ]  ___________% or $__________  per paycheck of Base Salary to
             a maximum of $ __________.
                           {minimum of 10% with a maximum of 100%}

         ii. [   ]  ___________% or $__________ Bonus to a maximum of
             $ __________.
                            {minimum of 10% with a maximum of 100%}


         I understand that I may elect deferral option (i) only, deferral option
         (ii) only, or deferral options (i) and (ii).

         I understand that a separate Deferral Election Agreement must be
         completed for each Plan Year in which I wish to make deferrals under
         the Plan.

         I understand that an election to defer my Bonus in no way guarantees
         that I will be eligible for any Bonus. I further understand that the
         foregoing election is governed in all respects by the terms of the Plan
         in effect as of the date of this election.


B.       DISTRIBUTION ELECTION

         TERMINATION BENEFIT. I hereby irrevocably elect to receive the payments
         in cash in respect of monies deferred pursuant to this Deferral
         Election Agreement on termination of service in accordance with the
         choice indicated by me below, except as may be otherwise provided in or
         pursuant to the Plan. IF NO BOX IS CHECKED, I understand that except as
         otherwise provided in the Plan, the balance of benefits will be paid in
         a lump sum {INITIAL THE OPTION YOU CHOOSE}:

         [   ]  A single lump sum; or

         [   ]  Substantially equal annual installments over  __________ years
                          {SPECIFY  5, 10, OR 15 YEARS}.


         If the balance remaining is less than $25,000, the remaining balance
         shall be distributed in a lump sum.

         SCHEDULED IN-SERVICE DISTRIBUTION. I hereby irrevocably elect to
         receive payment of the amount I defer under this Plan for the year 2000
         (without earnings), or if less, the amount indicated in the blank
         below, if I am still in the service of the Company, in accordance with
         the choice indicated by me below:

         [     ]  $________________ A single lump sum in the year _____________.

         I understand that no distribution can be made prior to 2005 and that
         the benefits payable at that time will be reduced by any previous
         withdrawals. I further understand that I will not receive any amount
         greater than the amount then credited to my account.


                                      A-1
<PAGE>

C.       INVESTMENT ELECTIONS

         Deferred amounts investment choices: {INCREMENTS OF 10%} - These are
         the funds that will be used to determine the amount of gains and losses
         to be credited to your account. You will not have any actual interest
         in any of these funds.

<TABLE>
<CAPTION>

                                                                              --------------------
                                                                                2000 DEFERRALS
               <S>                                                            <C>
               -------------------------------------------------------------- --------------------
               FUND 1 - FIDELITY ADVISOR EQUITY GROWTH
               -------------------------------------------------------------- --------------------
               FUND 2 - JANUS FUND
               -------------------------------------------------------------- --------------------
               FUND 3 - GALAXY II LARGE COMPANY INDEX
               -------------------------------------------------------------- --------------------
               FUND 4 -  GALAXY ASSET ALLOCATION
               -------------------------------------------------------------- --------------------
               FUND 5 - INVESCO SMALL COMPANY GROWTH
               -------------------------------------------------------------- --------------------
               FUND 6 - PUTNAM OTC EMERGING GROWTH
               -------------------------------------------------------------- --------------------
               FUND 7 - GALAXY INTERNATIONAL EQUITY FUND
               -------------------------------------------------------------- --------------------
               FUND 8 - GALAXY II US TREASURY INDEX
               -------------------------------------------------------------- --------------------
               FUND 9 - GALAXY MONEY MARKET FUND
               -------------------------------------------------------------- --------------------

                                                           TOTAL                     100%
                                                                              --------------------
</TABLE>


         I understand that I may reallocate my existing fund choices biannually
         and that those changes will be effective the following January 1 and
         July 1.


SIGNATURE

         I hereby acknowledge that I understand and consent to the terms of this
         Deferral Election Agreement and the Plan. I understand that the
         distribution and payment periods are irrevocable, subject to the terms
         of the Plan.


Name:    _______________________________   Signature:___________________________

SS#:     _______________________________   Date:     ___________________________


--------------------------------------------------------------------------------

Receipt acknowledged by the Plan         PLAN ADMINISTRATOR OF THE DEFERRED
Administrator                            COMPENSATION  PLAN


                                        ----------------------------------------
                                         By:



                                        ----------------------------------------
                                         Date:
--------------------------------------------------------------------------------


                                      A-2
<PAGE>



                                                                       EXHIBIT B

CASTLE & COOKE, INC.                                             P.O. BOX 898900
                                                               MILILANI HI 96789

DEFERRED COMPENSATION PLAN
SPECIAL INCOME DEFERRAL ELECTION AGREEMENT

===============================================================================

A.       SPECIAL INCOME DEFERRAL ELECTION

         I acknowledge that, in accordance with Section 3.2 of the Merger
         Agreement, I may be entitled to receive Special Income at the Effective
         Time (as defined in the Merger Agreement) with respect to each
         outstanding stock option that has been issued to me under the Stock
         Plan equal to: (i) the difference between the consideration per share
         set forth in the Merger Agreement and the option price per share set
         forth in the option agreement; multiplied by (ii) the number of shares
         subject to such stock option agreement.

         I hereby irrevocably elect, however, in accordance with Section 5.01(c)
         of the Plan, to defer receipt of the Special Income at the Effective
         Time with respect to the number of shares subject to each stock option
         specified below:

<TABLE>
<CAPTION>

        ------------------- ------------------------------------------ ----------------------------------------------
                                                                          NUMBER OF SHARES (WITH RESPECT TO WHICH
          DATE OF GRANT                UNEXERCISED SHARES                    SPECIAL INCOME IS TO BE DEFERRED)
                                             (TOTAL)
        <S>                 <C>                                        <C>
        ------------------- ------------------------------------------ ----------------------------------------------

        ------------------- ------------------------------------------ ----------------------------------------------

        ------------------- ------------------------------------------ ----------------------------------------------

        ------------------- ------------------------------------------ ----------------------------------------------

        ------------------- ------------------------------------------ ----------------------------------------------

</TABLE>

         I further acknowledge and agree that I will not be able to exercise the
         stock options set forth above with respect to the number of shares set
         forth above after the date of this election. I further agree and
         acknowledge that this election shall terminate and the stock options
         specified above shall again be exercisable in accordance with their
         terms if (i) the stock options would otherwise expire prior to the
         Effective Time or (ii) the Merger Agreement is terminated prior to the
         Effective Time.

B.       DISTRIBUTION ELECTION

         TERMINATION BENEFIT. I hereby irrevocably elect to receive the payments
         in respect of monies deferred pursuant to this Special Income Deferral
         Election Agreement on termination of service in accordance with the
         choice indicated by me below, except as may be otherwise provided in or
         pursuant to the Plan. IF NO BOX IS CHECKED, I understand that except as
         otherwise provided in the Plan, the balance of benefits will be paid in
         a lump sum {INITIAL THE OPTION YOU CHOOSE}:

         [   ]  A single lump sum; or

         [   ]  Substantially equal annual installments over  __________ years
                         {SPECIFY  5, 10, OR 15 YEARS}.

         If the balance remaining is less than $25,000, the remaining balance
         shall be distributed in shares in a lump sum.


                                      B-1

<PAGE>


         SCHEDULED IN-SERVICE DISTRIBUTION. I hereby irrevocably elect to
         receive payment of the amount I defer under this Special Income
         Deferral Election Agreement (without earnings), or if less, the amount
         indicated in the blank below, if I am still in the service of the
         Company, in accordance with the choice indicated by me below:

         [     ]  $________________ A single lump sum in the year _____________.

         I understand that no distribution can be made prior to 2005 and that
         the benefits payable at that time will be reduced by any previous
         withdrawals. I further understand that I will not receive any amount
         greater than the amount then credited to my account.

C.       INVESTMENT ELECTIONS

         Investment Choices: {INCREMENTS OF 10%} - These are the funds that will
         be used to determine the amount of gains and losses to be credited to
         your account with respect to deferrals that relate to Special Income.
         You will not have any actual interest in any of these funds.

<TABLE>
<CAPTION>

                                                                              --------------------
                                                                                SPECIAL INCOME
                                                                                   DEFERRALS
               -------------------------------------------------------------- --------------------
               <S>                                                            <C>
               FUND 1 - FIDELITY ADVISOR EQUITY GROWTH
               -------------------------------------------------------------- --------------------
               FUND 2 - JANUS FUND
               -------------------------------------------------------------- --------------------
               FUND 3 - GALAXY II LARGE COMPANY INDEX
               -------------------------------------------------------------- --------------------
               FUND 4 -  GALAXY ASSET ALLOCATION
               -------------------------------------------------------------- --------------------
               FUND 5 - INVESCO SMALL COMPANY GROWTH
               -------------------------------------------------------------- --------------------
               FUND 6 - PUTNAM OTC EMERGING GROWTH
               -------------------------------------------------------------- --------------------
               FUND 7 - GALAXY INTERNATIONAL EQUITY FUND
               -------------------------------------------------------------- --------------------
               FUND 8 - GALAXY II US TREASURY INDEX
               -------------------------------------------------------------- --------------------
               FUND 9 - GALAXY MONEY MARKET FUND
               -------------------------------------------------------------- --------------------
                                                           TOTAL                     100%
                                                                              --------------------

</TABLE>

         I understand that I may reallocate my existing fund choices biannually
         and that those changes will be effective the following January 1 and
         July 1.

SIGNATURE

         I hereby acknowledge that I understand and consent to the terms of this
         Special Income Deferral Election Agreement and the Plan. I understand
         that the distribution and payment periods are irrevocable, subject to
         the terms of the Plan.

Name:    _______________________________   Signature  __________________________

SS#:     _______________________________   Date:      __________________________


--------------------------------------------------------------------------------

Receipt acknowledged by the Plan              PLAN ADMINISTRATOR OF THE DEFERRED
Administrator                                 COMPENSATION PLAN



                                              ----------------------------------
                                              By:



                                              ----------------------------------
                                              Date:
--------------------------------------------------------------------------------


                                      B-2