Exhibit 10.6
 RABBI TRUST AGREEMENT
 by and between
 DOLE FOOD COMPANY, INC.
 and
MELLON BANK, N.A




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TRUST AGREEMENT
 THIS AGREEMENT DOLE FOOD COMPANY, INC. MELLON BANK, N.A.
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW THEREFORE,




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Section 1. Establishment of Trust.
 (a)
    
    The Company hereby establishes the Trust with the Trustee, consisting of such
sums of money and other property acceptable to the Trustee as from time to time shall
be paid and delivered to and accepted by the Trustee from the Company. The Trustee
shall have no duty to determine or collect contributions under the Plan and shall have
no responsibility for any property until it is received and accepted by the Trustee.
The Company shall have the sole duty and responsibility for the determination of the
accuracy or sufficiency of the contributions to be made under the Plan.All such money and other property paid or delivered to and accepted by the Trustee
shall become the principal of the Trust to be held, administered and disposed of
by the Trustee as provided in this Trust Agreement.(b)
    
    The Trust hereby established is irrevocable by the Company.(c)
    
    The Trust is intended to be a grantor trust, of which the Company is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A
of the Internal Revenue Code of 1986, as amended (the Code), and shall be construed
accordingly. The Company represents and warrants to the Trustee: (i) the Plan for
which benefits are or may become payable under this Trust is not subject to Part 4 of
Title I of ERISA; and (ii) the Plan covers, and will cover, only a select group of
management or highly compensated employees as contemplated by Section 401(a) of
ERISA and interpretations, opinions, and rulings of the Department of Labor
thereunder.(d)
    
    The principal of the Trust, and any earnings thereon shall be held separate
and apart from other funds of the Company and shall be used exclusively for the uses
and purposes of the Participants and general creditors as herein set forth. The
Participants and their beneficiaries shall have no preferred claim on, nor any
beneficial ownership interest in, any assets of the Trust. Any rights created under
the Plan and this Trust Agreement shall be mere unsecured contractual rights of the
Participants and their beneficiaries against the Company. Any assets held by the
Trust will be subject to the claims of the general creditors of the Company or a
subsidiary of the Company under federal and state law in the event of insolvency, as
defined in Section 3(a) herein.(e)
    
    Upon a Change of Control, the Company shall, as soon as possible, but in no
event longer than 30 days following the Change of Control, as defined herein, make an
irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan
participant or beneficiary the benefits to which Plan participants or their
beneficiaries would be entitled pursuant to the terms of the Plan(s) (as certified to
the Trustee by the Company) as of the date on which the Change of Control occurred.
Nothing in the preceding
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sentence shall prevent the Company from making contributions of cash or property
to the Trust prior to a Change of Control in amounts determined by the Company, in
its sole discretion, up to and including the entire amount sufficient to pay the
participants or their beneficiaries under the terms of the Plans.(f)
    
    The Company represents and warrants to the Trustee that the Plan covers, and
will cover, only a select group of management or highly compensated employees as
contemplated by Section 401(a) of ERISA and interpretations, opinions, and rulings of
the Department of Labor thereunder. The Company shall indemnify and hold harmless the
Trustee, its parent, subsidiaries and affiliates and each of their respective
officers, directors, employees and agents from and against all liability, loss and
expense, including reasonable attorneys fees and expenses suffered or incurred by
any of the foregoing indemnities as a result of a breach of the foregoing
representation and warranty. The provisions of this subsection shall survive
termination of this Agreement.
 Section 2. Payments to Plan Participants and Their Beneficiaries.
 (a)
    
    The Company shall maintain a separate written record that reflects for each
Participant, the Participants benefits under the Plans and the portion of the Trust
allocated on a pro rata basis to such Participant (a Participant Record). Prior to a
Change of Control, the Trustee shall provide to the Company the results of each
Valuation pursuant to Section 9(a). Following receipt of a Valuation, each
Participant Record shall be equitably adjusted by the Company to reflect its share of
the income, expense, appreciation and depreciation since the preceding Valuation date.
Immediately prior to a Change of Control, the Company shall provide the Trustee with a
copy of the current Participant Records. Such Participant Records shall be
maintained solely for record keeping purposes without any legal entitlement of a
Participant to amounts allocated to his or her Participant Record.(b)
    
    After a Change of Control, the Trustee shall have the responsibility to
maintain and update the Participant Records, provided that, for any contributions to
the Trust after a Change of Control, the Company shall designate the amount of the
contribution to be allocated to each Participant Record. The Trustee shall be entitled
to rely on the most recent certified listing delivered by the Company to the Trustee
prior to a Change of Control in the maintenance and updating of such Participant
Records following a Change of Control. No new Participants may be added following a
Change of Control. Following a Change of Control, the sole source of Trust assets
from which the Trustee may pay a Participants benefits, to the extent the Trustee,
rather than the Company, pays the benefits, shall be that portion of the assets of the
Trust allocated to the Participant Record of such Participant.
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(c)
    
    It is the intent of the Company and the Trustee that the Company shall be responsible
for determining and effecting all federal, state and local tax aspects of the Plan and the
Trust, including without limitation income taxes payable on the Trusts income, if any, any
required withholding of income or other payroll taxes in connection with the payment of
benefits from the Trust pursuant to the Plan, and all reporting required in connection
with any such taxes. To the extent that the Company is required by applicable law to pay or
withhold such taxes or to file such reports, such obligation shall be a responsibility
allocated to the Company, as the case may be, hereunder. To the extent the Company
believes the Trustee is required by applicable law to pay or withhold such taxes or to file
such reports, the Company shall inform the Trustee of such obligation. The Company and the
Trustee shall each provide to the other party any information required to meet obligations
pursuant to this section.(d)
    
    The entitlement of a Participant or his or her beneficiaries to benefits under the Plan shall
be determined by the Company or such party as it shall designate under the Plan, and any claim
for such benefits shall be considered and reviewed under the procedures set out in the Plan.
The Company shall notify the Trustee of such determination and shall direct commencement of
payments of such benefits.(e)
    
    The Company may make payment of benefits directly to the Participants or their beneficiaries
as they become due under the terms of the Plan. The Company shall notify the Trustee of its
decision to make payment of benefits directly prior to the time amounts are payable to
Participants or their beneficiaries. In addition, if the principal of the Trust, together with
any earnings thereon, are not sufficient to make payments of benefits in accordance with the
terms of the Plan, the Company shall immediately make up the balance of each such payment as
it falls due. The Trustee shall notify the Company when principal and earnings are not
sufficient.(f)
    
    Except as otherwise provided herein, in the event of any final
determination by the Internal Revenue Service or a court of competent jurisdiction, which
determination is not appealable or the time for appeal or protest of which has expired, or the
receipt by the Trustee of an unqualified opinion of tax counsel selected by the Company, which
determination determines, or which opinion concludes, that any Participant or beneficiary is
subject to federal income taxation on amounts held in trust to pay benefits hereunder prior to
the distribution to such Participant or beneficiary of such benefits, the Trustee shall, on
receipt by the Trustee of such opinion or actual notice of such determination, pay to such
Participant or beneficiary the portion of the Trust Fund includible in such Participants or
beneficiarys federal gross income, and the Participants or beneficiarys benefits shall be
canceled to the extent of such payment, provided that the amount, form and timing of such
payments, and the
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amount and method of such cancellation, shall be as directed by the Company prior
to a Change of Control.
 Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company
is Insolvent.
 (a)
    
    The Trustee shall cease payment of benefits to affected Participants and their
beneficiaries if the Company or a subsidiary of the Company (Subsidiary) is
Insolvent. The Company or a Subsidiary shall be considered Insolvent for purposes
of this Trust Agreement if (i) the Company or Subsidiary is unable to pay its debts as
they become due, or (ii) the Company or Subsidiary is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.(b)
    
    At all times during the continuance of this Trust as provided
in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general
creditors of the Company or Subsidiary under federal and state law as set forth below.
 (1)
    
    The Board of Directors and the Chief Executive Officer of the
Company shall have the duty to inform the Trustee in writing of the Insolvency
of the Company or a Subsidiary. If a person reasonably claiming to be a
creditor of the Company or a Subsidiary alleges in writing to the Trustee
that the Company or a Subsidiary has become Insolvent, the Trustee shall
determine whether the Company or Subsidiary is Insolvent and, pending such
determination, the Trustee shall discontinue payment of benefits to the
Participants or their beneficiaries who are employees of the affected Company
or Subsidiary. Such determination shall be made by the Trustee within five
(5) business days of receipt of the written allegation of Insolvency. In all
cases, the Trustee shall be entitled to conclusively rely upon the written
certification of the Board of Directors or the Chief Executive Officer of the
Company when determining whether the Company or a Subsidiary is Insolvent.(2)
    
    Unless the Trustee has actual knowledge of the Insolvency of
the Company or a Subsidiary, or has received notice from the Company or a
person reasonably claiming to be a creditor alleging that the Company or a
Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether the
Company or any Subsidiary is Insolvent. The Trustee may in all events rely
on such evidence concerning the solvency of the Company or a Subsidiary as may
be furnished to the Trustee and that provides the Trustee with a reasonable
basis for making a determination concerning the solvency of the Company or
a Subsidiary.
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(3)
    
    If at any time the Trustee has determined that the Company or a
Subsidiary is Insolvent, the Trustee shall discontinue payments to the
Participants who are employees of the affected entity or their
beneficiaries and shall hold the assets of the Trust for the benefit of
the Companys general creditors, unless the Company has
specifically identified, in writing, the assets, or portion of the whole
trust, allocated for the benefit of employees of an insolvent subsidiary,
in which case the Trustee shall segregate such assets or portion, and hold
the same for the benefit of the general creditors of such insolvent
subsidiary. Nothing in this Trust Agreement shall in any way diminish
any rights of the Participants or their beneficiaries to pursue their
rights as general creditors of the Company or a Subsidiary with respect to
benefits due under the Plan or otherwise.(4)
    
    The Trustee shall resume the payment of benefits
to the Participants or their beneficiaries in accordance with Section 2 of
this Trust Agreement only after the Trustee has determined that the Company or
the Subsidiary is not Insolvent (or is no longer Insolvent).
 (c)
    
    Provided that there are sufficient assets, if the Trustee discontinues the
payment of benefits from the Trust pursuant to Section 3(b) hereof, and subsequently
resumes such payments, the first payment following such discontinuance shall include
the aggregate amount of all payments due to the Participants or their beneficiaries
under the terms of the Plan as certified to the Trustee by the Company for the period
of such discontinuance, less the aggregate amount of any payments made to the
Participants or their beneficiaries by the Company in lieu of the payments provided
for hereunder during any such period of discontinuance.
 Section 4. Payments to Company.
  Section 5. Investment Authority.
 (a)
    
    Prior to a Change of Control, the Company shall direct the Trustee, or
appoint one or more investment managers from time to time to direct the Trustee, with
respect to investment of the Trust Fund. The Company and each investment manager
shall designate in writing the persons who are authorized to represent such party in
dealing with the Trustee. The Trustee shall have no investment duties for the Trust
Fund. The Trustee shall have
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no duty to inquire whether investment directions received from the Company or an
investment manager are in accordance with the Plan, or to review the assets
purchased, retained or sold. The Trustee shall be fully indemnified by the Company
for any action taken in accordance with, or any failure to act in the absence of,
the Companys or an investment managers directions.(b)
    
    Upon notice of a Change of Control, the Trustee shall, subject to, and to
the extent provided in Section 6 below, have and exercise sole investment discretion
with respect to all of the Trust Fund in accordance with the Investment Guidelines in
effect immediately prior to a Change of Control, a copy of which shall be provided
prior to a Change of Control to the Trustee by the Company. The Trustees sole
responsibility with regard to investment discretion shall be to exercise such
discretion in accordance with the Investment Guidelines. Thereafter, the Investment
Guidelines may be changed from time to time by mutual agreement of the Trustee and
the Company. The Trustee may, in its sole discretion, appoint, retain or terminate an
investment manager (including any affiliate of the Trustee) to manage all or a
portion of the Trust Fund in accordance with the current Investment Guidelines.
 Section 6. Trustees Powers and Duties
 (a)
    
    The Trustee shall have the powers and duties provided in this Section 6,
subject, prior to a Change of Control, to the direction of the Company and or
Investment Managers appointed by the Company in accordance with Section 5, provided,
however, that in no event may the Trustee invest in (i) any asset settled or held in
safekeeping outside of the United States, (ii) real estate, or (iii) securities
(including stock or rights to acquire stock) or obligations issued by the Company,
other than a de minimis amount held in common investment vehicles in which the Trustee
invests, unless the Company shall have given the Trustee 60 days advance written
notice of the Companys intention to invest in such securities. For this purpose,
real estate includes, but is not limited to, real property, leaseholds, mineral
interests, and any form of asset which is secured by any of the foregoing. All rights
associated with assets of the Trust shall be exercised by the Trustee or the person
designated by the Trustee, and shall in no event be exercisable by or rest with the
Participants.(b)
    
    To invest and reinvest the Trust, without distinction between principal and
income, in any form of domestic or foreign property, whether or not productive of
income or consisting of wasting assets, provided that investments shall be diversified
so as to minimize the risk of large losses, unless under the circumstances it is
clearly prudent not to do so;(c)
    
    To invest all or any part of the Trust Fund in interests in registered
investment companies, for which the Trustee or an affiliate of the Trustee
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receives compensation for providing custodial, transfer agency, investment advisory or
other services (the Company acknowledges that interests in such investment companies are
not bank deposits and are not insured by, guaranteed by, obligations of, or otherwise
supported by the United States of America, the Federal Deposit Insurance Corporation, or
any bank or government entity);(d)
    
    To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or
otherwise dispose of, any property, at public or private sale, for cash or upon credit, with
or without security, without obligation on the part of any person dealing with the Trustee to
see to the application of the proceeds of, or to inquire into the propriety of, any such
disposition;(e)
    
    To hold, purchase and maintain, as owner, life insurance policies as provided in this Trust
Agreement;(f)
    
    To exercise, personally or by general or limited proxy or power of attorney, all voting and
other rights appurtenant to any investment held in the Trust and to delegate discretionary
power to exercise all or any such rights to trustees of a voting trust for any period of time;(g)
    
    To join in or oppose any reorganization, recapitalization, consolidation, merger or
liquidation of any plan thereof, or any lease, mortgage or sale of the property of any
organization the securities of which are held in the Trust; to pay from the Trust any
assessments, charges or compensation specified in any plan of reorganization,
recapitalization, consolidation, merger or liquidation; to deposit any property with any
committee or depository; and to retain any property allotted to the Trust in any
reorganization, recapitalization, consolidation, merger or liquidation;(h)
    
    To exercise or sell, personally or by general or limited power of attorney, any conversion,
subscription or other rights, including the right to vote, appurtenant to any investment held
in the Trust;(j)
    
    To compromise, settle or arbitrate any claim, debt, or obligation of or against the Trust;
to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any
property determined by it to be worthless;(k)
    
    To settle, compromise, or submit to arbitration any claims, debts, or damage due or owing to
or from the Trust Fund, to commence or defend suits or legal or administrative proceedings,
and to represent the Trust Fund in all legal and administrative proceedings;(l)
    
    To engage any legal counsel, including counsel to the Company, any enrolled actuary, or any
other suitable agents; to consult with such counsel, enrolled actuary, or agents with respect
to the construction of this Trust Agreement, the duties of the Trustee hereunder, the
transactions
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contemplated by this Trust Agreement or any act which the Trustee proposes to take
or omit;(n)
    
    Prior to a Change in Control, to pay such compensation as the Company
directs to any third party administrator retained by the Company to administer the
Plans.(o)
    
    The Trustee may appoint custodians, subcustodians or subtrustees (including
affiliates of the Trustee), as to part or all of the Trust. The Trustee shall not be
responsible or liable for any losses or damages suffered by the Company arising as a
result of the insolvency of any custodian, subcustodian or subtrustee, except to the
extent the Trustee was negligent in its selection or continued retention of such
custodian, subcustodian or subtrustee. In no event shall Trustee be liable for the
acts or omissions of any custodian, subcustodian or subtrustee appointed pursuant to
the direction of the Company or an investment manager.(p)
    
    The Trustee may hold property in nominee name, in bearer form, or in book
entry form, in a clearinghouse corporation or in a depository (including an affiliate
of the Trustee), so long as the Trustees records clearly indicate that the assets
held are a part of the Trust. The Trustee shall not be responsible for any losses
resulting from the deposit or maintenance of securities or other property (in
accordance with market practice, custom, or regulation) with any recognized clearing
facility, book-entry system, centralized custodial depository, or similar
organization.(q)
    
    The Trustee may generally do all acts, whether or not expressly authorized,
which the Trustee may deem necessary or desirable for the protection of the Trust.
 Section 7. Contractual Settlement and Income; Market Practice Settlements
 (a)
    
    In accordance with the Trustees standard operating procedure, the Trustee shall
credit the Fund with income and maturity proceeds on securities on contractual payment
date net of any taxes or upon actual receipt. To the extent the Trustee credits
income on contractual payment date, the Trustee may reverse such accounting entries to
the contractual payment date if the Trustee reasonably believes that such amount will
not be received.(b)
    
    In accordance with the Trustees standard operating procedure, the Trustee
will attend to the settlement of securities transactions on the basis of either
contractual settlement date accounting or actual settlement date
accounting. To the extent the Trustee settles certain securities transactions on the
basis of contractual settlement date accounting, the Trustee may reverse to the
contractual settlement date any entry relating to such
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contractual settlement if the Trustee reasonably believes that such amount will
not be received.(c)
    
    Settlements of transactions may be effected in trading and processing
practices customary in the jurisdiction or market where the transaction occurs. The
Company acknowledges that this may, in certain circumstances, require the delivery of
cash or securities (or other property) without the concurrent receipt of securities
(or other property) or cash. In such circumstances, the Trustee shall have no
responsibility for nonreceipt of payment (or late payment) or nondelivery of
securities or other property (or late delivery) by the counterparty.
 Section 8. Disposition of Income.
  Section 9. Valuation and Accounting by Trustee.
 (a)
    
    The Trust shall be revalued by the Trustee at current values, as determined
by the Trustee, as of the last business day of each calendar year, and as of such
additional dates as the Trustee and Company shall mutually agree (Valuation). Prior
to a Change of Control, the Company annually shall provide a certification of value
for each life insurance or annuity contract held as an asset of the Trust. The Trustee
may rely upon the certification of value received from the Company prior to a Change
in Control for each such policy or contract held as an asset of the Trust. After a
Change in Control each policy and contract shall be valued as determined by the
Trustee.(b)
    
    The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made, including
such specific records as shall be agreed upon in writing between the Company and the
Trustee. Within 60 days following the close of each calendar year and within 60 days
after the removal or resignation of the Trustee, the Trustee shall deliver to the
Company a written account of its administration of the Trust during such year or
during the period from the close of the last preceding year to the date of such
removal or resignation, setting forth all investments, receipts, disbursements and
other transactions affected by it, including a description of all securities and
investments purchased and sold with the cost or net proceeds of such purchases or
sales (accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year or as of
the date of such removal or resignation, as the case may be. If, within ninety (90)
days after the Trustee mails to the Company a statement with respect to the Trust, the
Company has not given the Trustee written notice of any exception or objection
thereto, the statement shall be
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deemed to have been approved, and in such case, the Trustee shall not be liable
for any matters in such statements.
 Section 10. Responsibility of Trustee.
 (a)
    
    The Trustee shall act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims, provided, however, that the Trustee shall incur no
liability to any person for any action taken pursuant to a direction, request or
approval given by the Company which is contemplated by, and in conformity
with, the terms of the Plan (as certified to the Trustee by the Company) or this Trust
and is given in writing by the Company.(b)
    
    The Trustee is not a party to, and has no duties or responsibilities under, the
Plan other than those that may be expressly contained in this Agreement. In any case
in which a provision of this Agreement conflicts with any provision in the
Plan, this Agreement shall control. Notwithstanding anything to the contrary
contained elsewhere in this Agreement, any reference to the Plan or Plan provisions
which requires knowledge or interpretation of the Plan shall impose a duty upon the
Company to communicate such knowledge or interpretation to the Trustee. The Trustee
shall have no obligation to know or interpret any portion of the Plan and shall in no
way be liable for any proper action taken contrary to the Plan. Notwithstanding the
foregoing, following a Change of Control, no instructions from the Company regarding
its knowledge or interpretation of the Plan shall serve to reduce the benefits payable
to any Participant or beneficiary to an amount below the amount reflected in the
Participant Records (as adjusted for investment gains and losses).(c)
    
    The Trustee shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it pursuant to
this Agreement and shall be held harmless in acting upon any notice, request,
direction, instruction, consent, certification or other instrument believed by it
to be genuine and delivered by the proper party or parties.(d)
    
    Prior to a Change of Control and the Trustees assumption of full investment
discretion, if the Company either contributes or directs the Trustee to invest the
Trust Fund in securities or other obligations of the Company, then the Trustee shall
have no fiduciary or other liability for decisions to purchase or hold such
investments. Also, the Company shall direct the Trustee as to the voting of any Company
stock held in the Trust. The Company shall indemnify the Trustee for any liabilities
that arise on account of such contributions or investments. This Section shall survive
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the termination of this Agreement.(e)
    
    The Company agrees to indemnify and hold harmless the Trustee, its parent, subsidiaries and
affiliates, and each of their respective officers, directors, employees and agents from and
against all liability, loss and expense, including reasonable attorneys fees and expenses
incurred by the Trustee or any of the foregoing indemnities arising out of or in connection
with this Agreement, except as a result of the Trustees own negligence or willful misconduct.
This indemnification shall survive the termination of this Agreement.(f)
    
    If the Trustee undertakes or defends any litigation arising in connection with this Trust,
the Company agrees to indemnify the Trustee against the Trustees reasonable costs, expenses
and liabilities (including, without limitation, reasonable attorneys fees and expenses)
relating thereto and to be primarily liable for such payments, provided that the Trustee,
before incurring any such costs, shall notify the Company in writing of the specific matter
and gives an estimate of the amounts likely to be expended. If the Company does not pay
such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain
payment from the Trust.(g)
    
    The Trustee may consult with legal counsel (who may also be counsel for the Company
generally) with respect to any of its duties or obligations hereunder and, provided that the
Trustee, before incurring any costs with respect to such consultation, notifies the Company
in writing of the specific matter for which it seeks consultation, and gives an estimate of
the amounts likely to be expended, pay counsels reasonable compensation and expenses as a
part of its reimbursable expenses under this Agreement. The Trustee shall be entitled to rely
on and may act upon advice of counsel on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice.(h)
    
    The Trustee may hire agents, accountants, actuaries, investment advisors, financial
consultants or other professionals, including affiliates, to assist it in performing any of
its duties or obligations hereunder, and pay reasonable compensation and expenses of such
professionals, as contemplated in the Fee Schedule, as a part of its reimbursable expenses
under this Agreement. The Trustee may pay such expenses that are not covered by the Fee
Schedule as a part of its reimbursable expenses hereunder if the Trustee, before hiring such
agents, accountants, actuaries, investment advisors, financial consultants or other
professionals, notifies the Company in writing of the specific matter for which it seeks
consultation, and gives an estimate of the amounts likely to be expended.(i)
    
    The Trustee shall have without exclusion, all powers conferred on Trustees by applicable
law, unless expressly provided otherwise herein,
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provided, however, that if an insurance policy is held as an asset of the Trust,
the Trustee shall have no power to name a beneficiary of the policy other than the
Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the
proceeds of any borrowing against such policy.(j)
    
    Notwithstanding the provisions of Section 10(h) above, the Trustee may loan
to the Company the proceeds of any borrowing against an insurance policy held as an
asset of the Trust.(k)
    
    Notwithstanding any powers granted to the Trustee pursuant to this Trust
Agreement or to applicable law, the Trustee shall not have any power that could give
this Trust the objective of carrying on a business and dividing the gains therefrom,
within the meaning of Section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Internal Revenue Code.(1)
    
    Notwithstanding anything in this Agreement to the contrary, provided the
trustee has taken reasonable steps to mitigate any damages or loss, the Trustee shall
not be responsible or liable for its failure to perform under this Agreement or for
any losses to the Trust resulting from any event beyond the reasonable control of the
Trustee, its agents or custodians, including but not limited to nationalization,
strikes, expropriation, devaluation, seizure, or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation, imposition or enforcement
by any such governmental authority of currency restrictions, exchange controls,
levies or other charges affecting the Trusts property; or the breakdown, failure or
malfunction of any utilities or telecommunications systems; or any order or
regulation of any banking or securities industry including changes in market rules
and market conditions affecting the execution or settlement of transactions; or acts
of war, terrorism, insurrection or revolution; or acts of God; or any other similar
event. This Section shall survive the termination of this Agreement.(m)
    
    The Trustee shall not be liable for any act or omission of any person other
than the Trustee, its employees and agents in carrying out any responsibility imposed
upon such person and under no circumstances shall the Trustee be liable for any
indirect, consequential, or special damages with respect to its role as Trustee.
 Section 11. Compensation and Expenses of Trustee.
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Section 12. Resignation and Removal of Trustee.
 (a)
    
    The Trustee may resign at any time by written notice to the Company, which shall
be effective 60 days after receipt of such notice unless the Company and the Trustee
agree otherwise.(b)
    
    The Trustee may be removed by the Company on 60 days notice or upon shorter
notice accepted by the Trustee, except that after a Change of Control as defined
herein, the Trustee may not be removed by the Company for one year.(c)
    
    Upon resignation or removal of the Trustee and appointment of a successor
Trustee, all assets shall subsequently be transferred to the successor Trustee. The
transfer shall be completed within 90 days after receipt of the notice of resignation,
removal or transfer, unless the Company extends the time limit.(d)
    
    If the Trustee resigns or is removed, a successor shall be appointed in
accordance with Section 13 hereof by the effective date of resignation or removal
under paragraphs (a) or (b) of this Section. If no such appointment has been
made, the Trustee may apply to a court of competent jurisdiction for appointment of a
successor or for instructions. All expenses of the Trustee in connection with the
proceeding shall be allowed as administrative expenses of the Trust.(e)
    
    If Trustee resigns within one year of a Change of Control, as defined herein,
Trustee shall select a successor Trustee in accordance with the provisions of Section
13(c) hereof prior to the effective date of Trustee resignation.
 Section 13. Appointment of Successor.
 (a)
    
    If the Trustee resigns or is removed in accordance with Section 12 (a) or (b)
hereof, the Company shall appoint any third party, such as a bank trust department or
other party that may be granted corporate trustee powers
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under state law, as a successor to replace the Trustee upon such resignation or
removal. The appointment shall be effective when accepted in writing by the new
Trustee, who shall have all of the rights and powers of the former Trustee,
including ownership rights in the Trust assets. The former Trustee shall execute
any instrument necessary or reasonably requested by the Company or the successor
Trustee to evidence the transfer.(b)
    
    The successor Trustee need not examine the records and acts of any prior
Trustee and may retain or dispose of existing Trust assets, subject to Sections 9 and
10 hereof.(c)
    
    If Trustee resigns or is removed pursuant to the provisions of Section 12(e)
hereof and selects a successor Trustee, Trustee may appoint any third party such as a
bank trust department or other party that may be granted corporate trustee powers
under state law. The appointment of a successor Trustee shall be effective when
accepted in writing by the new Trustee. The new Trustee shall have all the rights and
powers of the former Trustee, including ownership rights in Trust assets. The former
Trustee shall execute any instrument necessary or reasonably requested by the
successor Trustee to evidence the transfer.
 Section 14. Amendment or Termination.
 (a)
    
    This Trust Agreement may be amended in writing by the Company at any time,
except within one year after the occurrence of a Change of Control, unless during such
period the Trustee determines, in its discretion, that such amendment is necessary
for the administration of the trust. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan, or, without the written agreement
of the Trustee, affect the rights, powers and duties of the Trustee hereunder.(b)
    
    The Trust shall not terminate until the date on which the Participants and
their beneficiaries are no longer entitled to benefits pursuant to the terms of the
Plan (as certified to the Trustee by the Company) unless sooner revoked in accordance
with Section l(b) hereof. Upon termination of the Trust any assets remaining in the
Trust shall be returned to the Company.(c)
    
    Upon written approval of the Participants or beneficiaries entitled to
payment of benefits pursuant to the terms of the Plan, the Company may terminate this
Trust prior to the time all benefit payments under the Plan have been made. All assets
in the Trust at termination shall be returned to the Company.
 Section 15. Miscellaneous.
 (a)
    
    Neither the Company nor the Trustee may assign this Agreement without the
prior written consent of the other, except that the Trustee may assign its rights and
delegate its duties hereunder to any corporation or entity
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which directly or indirectly is controlled by, or is under common control with, the
Trustee. This Agreement shall be binding upon, and inure to the benefit of, the Company
and the Trustee and their respective successors and permitted assigns. Any entity which
shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the
trust business of the Trustee shall, upon such succession and without any appointment or
other action by the Company, be and become successor trustee hereunder, upon notification
to the Company.(b)
    
    Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of
any such prohibition, without invalidating the remaining provisions hereof.(c)
    
    Benefits payable to Participants and their beneficiaries under this Trust Agreement may not
be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or
subjected to attachment, garnishment, levy, execution or other legal or equitable process.(d)
    
    This Trust Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania. The parties hereby expressly waive, to the full extent
permitted by applicable law, any right to trial by jury with respect to any judicial
proceeding arising from or related to this Agreement.(e)
    
    For purposes of Trust, a Change in Controloccurs if and as of the first day that any one
or more of the following conditions are satisfied, whether accomplished directly or
indirectly, or in one or a series of related transactions:
 1)
    
    Any Person becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power of
the Companys then outstanding securities, other than
 (i)
    
    David H. Murdock, a California resident (who is
the Chief Executive Officer of the Company and Chairman of the Board of
Directors), or(ii)
    
    Following the death of David H. Murdock, the
trustee or trustees of a trust created by David H. Murdock. However, a
Change in Control shall occur upon the possession of the specified
Beneficial Ownership by the trustee or trustees of a trust created by David
H. Murdock if the Board of Directors of the Company, in its sole and
absolute discretion, determines that a Change in Control has occurred.
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2)
    
    Individuals who, as of November 1, 2002, constitute the Board of Directors of the
Company (the Incumbent Board) cease for any reason to constitute at least a majority
of the Board of Directors of the Company; provided, however, that any individual who
becomes a director after November 1, 2002, and whose election, or nomination for
election, by the Companys shareholders was approved by a vote of at least two-thirds of
the directors then comprising the Incumbent Board, shall be considered as though such
individual were a member of the Incumbent Board, unless the individuals initial
assumption of office occurs as a result of either an actual or threatened election
contest or other actual or threatened tender offer, solicitation of proxies or consents
by or on behalf of a Person other than the Board of Directors of the Company.3)
    
    A reorganization, merger, consolidation, recapitalization, tender offer, exchange offer or
other extraordinary transaction involving Dole (a Fundamental Transaction) becomes
effective or is consummated, unless
 (i)
    
    More than 50% of the outstanding voting securities of the
surviving or resulting entity (including, without limitation, an
entity (parent)
which as a result of such transaction owns the Company or all or substantially all
of the Companys assets either directly or through one or more subsidiaries)
(Resulting Entity) are, or are to be, Beneficially Owned, directly or indirectly,
by all or substantially all of the Persons who were the Beneficial Owners of the
outstanding voting securities of the Company immediately before the Fundamental
Transaction, in substantially the same proportions as their Beneficial Ownership,
immediately before the Fundamental Transaction, of the outstanding voting
securities of the Company; and(ii)
    
    More than half of the members of the board of directors or
similar body of the Resulting Entity (or its parent) were members of the Incumbent
Board at the time of the execution of the initial agreement providing for the
Fundamental Transaction.
 For all purposes of the calculations and comparisons in Section 15(e)(3)(i), there shall be ignored
the Beneficial Ownership of the outstanding voting securities of Dole by any Person who is or,
within two years before the consummation date of the Fundamental Transaction, was, an Affiliate or
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Associate of a party (other than the Company or any of its wholly-owned Subsidiaries) to the
Fundamental Transaction.
 4)
    
    A sale, transfer or any other disposition (including, without limitation, by way of spin-off,
distribution, complete liquidation or dissolution) of all or substantially all of the
Companys business and/or assets (an Asset Sale) is consummated, unless, immediately
following such consummation, all of the requirements of Section 15(e)(3)(i-(ii) are satisfied,
both with respect to the Company and with respect to the entity to which such business and/or
assets have been sold, transferred or otherwise disposed of or its parent (a Transferee
Entity).5)
    
    Notwithstanding anything to the contrary contained in this Section 15(e), the consummation or
effectiveness of a Fundamental Transaction or an Asset Sale shall not constitute a Change in
Control if more than 50% of the outstanding voting securities of the Resulting Entity or the
Transferee Entity, as appropriate, are, or are to be, Beneficially Owned by David H. Murdock.6)
    
    The following terms shall means as follows, for purposes of this Section 15 (e):
 (i)
    
    Affiliate means the same as the meaning ascribed in Rule
12b-2 promulgated under the Exchange Act.(ii)
    
    Associate means the same as the meaning ascribed in Rule 12b-2
promulgated under the Exchange Act.(iii)
    
    Beneficial Owner means a beneficial owner as defined in Rule
13d-3 under the Exchange Act. A person Beneficially Owns or has Beneficial
Ownership of another if the person is the Beneficial Owner of the other.(iv)
    
    Company shall mean the Company and its successors. For purposes
of this Section 15 (e), after the consummation of a Fundamental Transaction or an
Asset Sale, the term successor shall include, without limitation, the Resulting
Entity or Transferee Entity, respectively.(v)
    
    Dole shall mean the Company and/or its Subsidiaries.(vi)
    
    Exchange Act means the Securities Exchange Act of 1934, as
amended.
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##### 



(vii)
    
    Person means a person, as such term is used
in Sections 13(d) and 14(d) of the Exchange Act.(viii)
    
    Subsidiary means any Company or other entity, a
majority or more of the outstanding voting stock or voting
power of which is Beneficially Owned directly or indirectly by
the Company.
 7)
    
    The Company shall have the duty to inform the Trustee in writing upon the
occurrence of a Change of Control. The Trustee shall be entitled to conclusively
rely upon such written certification of the Company.
 Section 16. Reliance on Representations.
 (a)
    
    The Company and the Trustee each acknowledge that the other will be relying,
and shall be entitled to rely, on the representations, undertakings and
acknowledgments of the other as set forth in this Agreement. The Company and the
Trustee each agree to notify the other promptly if any of its representations,
undertakings, or acknowledgments set forth in this Agreement ceases to be true.(b)
    
    Each of the parties represents and warrants to the other parties that it
has full authority to enter into this Agreement upon the terms and conditions hereof
and that the individual executing this Agreement on its behalf has the requisite
authority to bind such party to this Agreement.
 Section 17. Entire Agreement.
 This Agreement and any related fee agreement constitute the entire
agreement with respect to the matters dealt with herein, and supersedes all
previous agreements, whether oral or written, and documents with respect to such
matters.
 Section 18. Counterparts.
 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and said counterparts when taken together
shall constitute but one and the same instrument and may be sufficiently
evidenced by one set of counterparts.
 Section 19. Effective Date.
 The effective date of this Trust Agreement shall be the 4th day of
December, 2002.
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##### 



DOLE FOOD COMPANY, INC.
    
    
    
    MELLON BANK, N.A.By:
    
    /s/ George R, Horne
    
    
    
    By:
    
    /s/ Patricia L. FarbacherName:George R, Horne
    
    
    
    Name: Patricia L. FarbacherTitle: Vice President, Administration

          
and Support Operations
    
    
    
    Title:
    
    Vice President
 20