Exhibit 10.13
 Dole Food Company, Inc. Non-
Employee Directors Deferred
Cash Compensation Plan




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Article 1. Introduction
    
    
    11.1 Title and Purpose
    
    
    11.2 Restatement and Applicability of the Plan
    
    
    11.3 Status of the Plan
    
    
    1Article 2. Definitions
    
    
    32.1 Account
    
    
    32.2 Award Date
    
    
    32.3 Beneficiary
    
    
    32.4 Board of Directors
    
    
    32.5 Change of Control for Grandfathered Amounts
    
    
    32.6 Code
    
    
    52.7 Committee
    
    
    52.8 Company or Corporation
    
    
    52.9 Compensation
    
    
    52.10 Controlled Group
    
    
    52.11 Daily Interest Rate
    
    
    52.12 Eligible Director
    
    
    52.13 Exchange Act
    
    
    52.14 Grandfathered Amount
    
    
    52.15 Initial Public Offering
    
    
    62.16 Interest Rate
    
    
    62.17 Meeting and Other Fees
    
    
    62.18 Nongrandfathered Amount
    
    
    62.19 Participant
    
    
    62.20 Plan
    
    
    62.21 Retainer
    
    
    62.22 Rollover Account
    
    
    62.23 Separation from Service
    
    
    62.24 Year
    
    
    7Article 3. Participation
    
    
    8Article 4. Deferral Elections
    
    
    94.1 Elections
    
    
    9Article 5. Deferral Accounts
    
    
    115.1 Account
    
    
    115.2 Immediate Vesting
    
    
    125.3 Distribution of Benefits for
Grandfathered Amounts
    
    
    12
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5.4 Distribution of Benefits for Nongrandfathered Amounts
    
    
    135.5 Companys Right to Withhold
    
    
    15Article 6. Administration
    
    
    166.1 The Administrator
    
    
    166.2 Committee Action
    
    
    166.3 Rights and Duties
    
    
    166.4 Indemnity and Liability
    
    
    17Article 7. Plan Changes and Termination
    
    
    187.1 Amendments
    
    
    187.2 Term
    
    
    18Article 8. Miscellaneous
    
    
    198.1 Limitation on Participants Rights
    
    
    198.2 Beneficiaries
    
    
    198.3 Benefits Not Assignable; Obligations Binding Upon Successors
    
    
    198.4 Governing Law; Severability
    
    
    198.5 Compliance with laws
    
    
    198.6 Plan Construction
    
    
    198.7 Headings Not Part of Plan
    
    
    208.8 Relationship to the 1993 Deferred Compensation Plan
    
    
    208.9 Limited Exception to Irrevocability of Payout Elections for Grandfathered
Amounts
    
    
    208.10 Permissible Delays or Accelerations
    
    
    20
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Article 1. Introduction
 1.1 Title and Purpose
  1.2 Restatement and Applicability of the Plan
  Effective as of February 24, 2011, the Company hereby amends and restates the 2009 Restatement
to permit the termination and liquidation of Plan benefits in a manner consistent with Section
409A.
 1.3 Status of the Plan
 (a)
    
    Compliance with Code Section 409A. The Plan is intended to comply with Code section
409A and the final Treasury Regulations issued thereunder with respect to Nongrandfathered
Amounts. For the period beginning on January 1, 2005, and ending on December 31, 2008, the
Plan was operated in good-faith compliance with Code section 409A, the final and temporary
Treasury Regulations issued thereunder, Notice 2005-1 and other applicable guidance.(b)
    
    Nonqualified Plan. The Plan is not qualified within the meaning of Code section 401(a). The
Plan is intended to provide an unfunded and unsecured promise to pay money in the future and
thus not to involve, pursuant to Treasury Regulations section 1.83-3(e), the transfer of
property for purposes of Code section 83. Likewise, allocations and accruals under this
Plan are not intended to confer an economic benefit upon the Participant nor is the right to
the receipt of future benefits under the Plan intended to result in any Participant or
Beneficiary being in constructive receipt of any amount so as to result in any benefit due
under the Plan being includable in the gross income of any Participant or Beneficiary in
advance of the date on which payment of any benefit due under the Plan is actually made.(c)
    
    No Guarantees of Intended Tax Treatment. The Plan shall be administered
and interpreted so as to satisfy the requirements for the intended tax treatment under the
Code described in this Section 1.3. However, the treatment of benefits earned under and
benefits received from this Plan, for purposes of the Code and other applicable tax laws
(such as state income and employment tax laws), shall be determined under the Code and
other applicable tax laws and no guarantee or
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commitment is made to any Participant or Beneficiary with respect to the treatment
of accruals under or benefits payable from the Plan for purposes of the Code and other
applicable tax laws.
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Article 2. Definitions
  2.1 Account
  2.2 Award Date
  (a)
    
    Meeting and Other Fees. The Award Date for Meeting and Other Fees is the date of the
meeting or other event for which the Compensation is payable; and(b)
    
    Retainer. The Award Date for the Retainer is the last day of the applicable quarter.
However, if the Participant terminates service as a member of the Board of Directors prior to
the end of the quarter, the Award Date shall be the date of the Participants termination of
service as a member of the Board of Directors.
 2.3 Beneficiary
  2.4 Board of Directors
  2.5 Change of Control for Grandfathered Amounts
  (a)
    
    Any Person becomes the Beneficial Owner, directly or indirectly, of securities of
the Corporation representing 20 percent or more of the combined voting power of the
Corporations then outstanding securities, other than
 (1)
    
    David H. Murdock, a California resident (who is, at the time of this
restatement, the Chief Executive Officer of the Company and Chairman of the Board of
Directors), or(2)
    
    Following the death of David H. Murdock, the trustee or trustees of a trust
created by David H. Murdock.
 (b)
    
    Individuals who, as of March 23, 2001, constitute the Board of Directors of the
Corporation (the Incumbent Board) cease for any reason to constitute at least a majority of
the Board of Directors of the Corporation; provided, however, that any individual who becomes
a director after March 23, 2001, and whose election, or nomination for election, by the
Corporation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
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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 Corporation.
 (c)
    
    A reorganization, merger, consolidation, recapitalization, tender offer, exchange
offer or other extraordinary transaction involving Dole (a Fundamental Transaction) becomes
effective or is consummated, unless
 (1)
    
    More than 50 percent 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 Corporation or all or substantially all of the
Corporation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 Corporation immediately before the Fundamental Transaction
(excluding, for such purposes, any Person who is or, within two years prior to the
consummation date of such Fundamental Transaction, was, an Affiliate or Associate
(other than an Affiliate of Dole Food Company, Inc. immediately prior to such
consummation date) (as each of Affiliate and Associate are defined in Rule 12b-2
promulgated under the Exchange Act) of a party to the Fundamental Transaction) in
sbstantially the same proportions as their Beneficial Ownership, immediately before the
Fundamental Transaction, of the outstanding voting securities of the Corporation; and(2)
    
    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.
 (d)
    
    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 Corporations business and/or assets (an Asset Sale) is consummated, unless, immediately
following such consummation, all of the requirements of Section 2.5 (c) (1) (2), are
satisfied, both with respect to the Corporation 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).(e)
    
    The consummation of any other significant corporate transaction determined by the
Board of Directors or the Corporate Compensation and Benefits Committee of the Board of
Directors to be a Change in Control.(f)
    
    For purposes of Section 2.5 (c) (1) and (d), the consummation or effectiveness of a
Fundamental Transaction or an Asset Sale shall not constitute a Change in Control if more than
50 percent 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.(g)
    
    For the avoidance of doubt, the consummation of the Initial Public Offering shall
not be considered a Change of Control or Fundamental Transaction for any purpose under this
Plan. If, in the Initial Public Offering, any Person (other than David H. Murdock) becomes
the Beneficial Owner, directly or indirectly, of securities of the Corporation representing
20% or more of the combined voting power of the Corporations then outstanding securities, no
Change of Control shall be deemed to have then occurred, and no Change of Control shall be
deemed to occur thereafter solely as a result of such Persons Beneficial Ownership of the
Corporations securities unless and until (if ever) such Person becomes the Beneficial
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Owner, directly or indirectly, of securities of the Corporation representing at least 1%
more of the combined voting power of the Corporations then outstanding securities than the
percentage of the Corporations outstanding securities Beneficially Owned by such Person
upon the consummation of the Initial Public Offering.
 2.6 Code
  2.7 Committee
  2.8 Company or Corporation
  2.9 Compensation
  2.10 Controlled Group Member
  (a)
    
    The Company:(b)
    
    Any corporation that, together with the Company, is part of a controlled group
of corporations with the meaning of Code Section 414(b); and(c)
    
    Any trade or business that, together with the Company, is under common
control, within the meaning of Code Section 
414(c).
 2.11 Daily Interest Rate
  2.12 Eligible Director
  2.13 Exchange Act
  2.14 Grandfathered Amount
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2.15 Initial Public Offering
  2.16 Interest Rate
  2.17 Meeting and Other Fees
  2.18 Nongrandfathered Amount
  2.19 Participant
  2.20 Plan
  2.21 Retainer
  2.22 Rollover Account
  2.23 Separation from Service
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2.24 Year
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Article 3. Participation
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Article 4. Deferral Elections
 4.1 Elections
 (a)
    
    Time and Types of Elections.
 (1)
    
    General Rule. On or before December 31 of each Year, each Eligible Director
may make an irrevocable election to defer all or part of his or her Compensation
(subject to Section 4.1(b) hereof) payable for services to be rendered by the
Eligible Director during the next Year.(2)
    
    Special Rule for Newly Eligible Directors. Any individual who first becomes
an Eligible Director and first becomes eligible to participate in the Plan during the
Year may make an irrevocable election to defer all or part of his or her Compensation
(subject to Section 4.1(b) hereof) within 30 days after election to the Board of
Directors. The election made in this Section 4.1(a)(2) only applies to Compensation
payable for services rendered after the date of the irrevocable election.
 A.
    
    Meetings and Other Fees. Meetings and Other Fees with Award
Dates after the day that Participants deferral election becomes irrevocable
are eligible for deferral under this Section 4.1(a)(2).B.
    
    Retainer. Only the portion of the Retainer earned after the
deferral election becomes irrevocable is eligible for deferral under this
Section 4.1(a)(2). In order to calculate the amount of the Retainer eligible for
deferral under this Section 4.1(a)(2), the amount of the Retainer earned in the
quarter is multiplied by a fraction. The numerator of the fraction is the number
of days between the date that the Participants deferral election becomes
irrevocable (counting the day after the date that the election becomes
irrevocable as the first day of the period) and ending on the last day of the
calendar quarter. The denominator of the fraction is the number of the days in
the calendar quarter that the Eligible Director was a member of the Board of
Directors.
 (3)
    
    Eligibility for Special Rule in Section 4.1(a)(2). The special election
period set forth in Section 4.1(a)(2) is only available to Eligible Directors who
become eligible to participate in the Plan for the first time. The following
individuals are not eligible for the special election set forth in this Section
4.1(a)(2) and are only eligible to make an election in accordance with Section
4.1(a)(1):
 A.
    
    Individuals who terminate their service on the Board of
Directors and are re-elected or reappointed to the Board of Directors;
andB.
    
    Individuals who serve as non-employee directors for any
Controlled Group Member and participated in any nonqualified deferred
compensation plan sponsored by such company for the benefit of
non-employee directors that is required to be aggregated with this Plan
in accordance with Treasury Regulation section 1.409A-1(c)(2) and either:
 i.
    
    Have an Account balance under such plan; orii.
    
    Do not have an Account balance under such plan but
remained eligible to
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participate in such plan after the final amount was distributed from the
plan.
 (b)
    
    Permitted Amounts, Elections. The portion of the Compensation subject to deferral shall be
limited to increments of 25%, 50%, 75% or 100%. All elections shall be in writing on forms
provided by the Company. If an election is made under this Section 4.1 and is not revoked or
changed by the end of the applicable deferral period with respect to the next applicable
period, the election will be deemed a continuing one.
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Article 5. Deferral Accounts
 5.1 Account
  (a)
    
    Compensation Deferrals. As of the Award Date, the Company shall credit the Eligible
Directors Account with an amount equal to the portion of the Compensation for that Award
Date deferred by the Eligible Director.
 (b)
    
    Interest Credits. Interest will be credited on all amounts deferred beginning on the Award
Date until the date the amount is distributed from the Plan. Interest is credited in
accordance with the provisions of this Section 5.1(b).
 (1)
    
    Date of Crediting. Accounts will be credited quarterly, on the earlier of the
following dates:
 A.
    
    The last day of the calendar quarter; or
 B.
    
    The date of the Participants final distribution from the Plan.
 (2)
    
    Calculation of the Interest Credit. The interest credit is calculated by
multiplying the amount of the contribution by both the Daily Interest Rate and the
number of days in which the contribution was in the Participants Account during
the quarter. This calculation is performed in accordance with the rules set forth
below.
 A.
    
    Amount. For purposes of calculating interest credits, the
amounts in the Participants Account during the quarter are separated into
groups, and the interest credits are calculated separately for each group.
The groups are as follows:
 i.
    
    Amounts with Award Dates on or before the last
day of the prior quarter that remain in the Participants Account on
the last day of the current quarter;ii.
    
    Amounts with Award Dates after the last day of
the prior quarter that remain in the Participants Account on the last
day of the current quarter (calculations for amounts with different
Award Dates are done separately);iii.
    
    Amounts with Award Dates on or before the
last day of the prior quarter that were distributed before the
last day of the current quarter (calculations for amounts with
different distribution dates are done separately); andiv.
    
    Amounts with Award Dates after the last day
of the prior quarter that were distributed before the last day of
the current quarter (calculations for amounts that do not share
both the same Award Date and distribution date are done
separately).
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B.
    
    Days in the Participants Account. For each separate amount
described in Section 5.1(b)(2)(A), it must be determined how many days the
amount was in the Participants Account during the current quarter. The
following rules shall apply for counting the number of days:
 i.
    
    First Day. The first day of the period
shall be the later of the first day of the current quarter or the
Award Date for the amount for which interest is being calculated.ii.
    
    Last Day. The last day of the period shall be
the earlier of the last day of the current quarter or the date that
the amount for which interest is being calculated is distributed from
the Plan.
 5.2 Immediate Vesting
  5.3 Distribution of Benefits for Grandfathered Amounts
 (a)
    
    Payment Starting Date. Each Participant shall be entitled to receive
adistribution of his or her Grandfathered Amounts, including Rollover Accounts; upon his or
her termination of service on the Board of Directors. The Participant may elect to receive a
distribution of his or her Account, including Rollover Accounts, to commence upon one of the
following payment starting dates:
 (1)
    
    His or her termination of service on the Board of Directors; or(2)
    
    The later of his or her termination of service on the Board of Directors or
a specified date.
 If an Eligible Director fails to elect a commencement time, benefits shall commence as
soon as practicable following termination of service on the Board of Directors.
 (b)
    
    Form of Distribution. The Grandfathered Amounts payable under this plan shall be distributed
to the Participant (or, in the event of his or her death, the Participants Beneficiary) in a
lump sum, or, in up to five annual installments. Annual installments shall be calculated by
using the declining balance method. Calculations under the declining balance method are done
as follows:
 (1)
    
    First Installment. To calculate the amount payable in the first
installment, the Participants Account balance on the first payment date is divided
by the number of installments elected by the Participant.(2)
    
    Remaining Installments. The remaining installments are calculated each year
by dividing the Participants Account balance on each anniversary of the first
payment date by the number of remaining installments (including the installment that
is being calculated).
 If the Eligible Director fails to elect a form of distribution, payments shall be
made in one lump sum.
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(c)
    
    Elections. Each Eligible Director may elect in writing on the forms provided by the
Company (i) at the time of making his or her deferral election under Article 4 or (ii)
(subject to Section 8.9) at least 12 months in advance of the date benefits become
distributable under Section 5.3(a) or, if later, by April 1, 2003, the commencement date and
method of payment for distributable Grandfathered Amounts.
 (d)
    
    Distribution upon Death. If the Participant dies before receiving the entire
balance of his or her Account, the remainder will be distributed to the Participants
Beneficiary at the same time and in the same form as would have been paid to the Participant
had he or she lived. The Participant shall designate his or her Beneficiary in accordance with
the provisions set forth in Section 8.2. If the Beneficiary is alive on the date of the
Participants death but dies before all amounts are distributed, any amounts remaining in the
Participants Account shall be distributed to the Beneficiarys estate as soon as practicable
after the Beneficiarys death, but in no event later than the later of the last day of the
calendar year in which the Beneficiarys death occurs or the day of the third month following
the month of the Beneficiarys death.
 (e)
    
    Small Amount Cash Out. Notwithstanding the foregoing, if, at any time after
termination of service, the balance remaining in a Participants Account is less than $5,000,
then such remaining balance shall as soon as practicable be distributed in a lump sum.
 (f)
    
    Effect of Change of Control for Grandfathered Amounts. Notwithstanding Sections
5.3(a) and (b), if a Change of Control for Grandfathered Amounts has occurred or shall occur,
the Participants Grandfathered Amounts shall be distributed immediately in a lump sum.
 5.4 Distribution of Benefits for Nongrandfathered Amounts
 (a)
    
    Payment Starting Date. Each Eligible Director must elect, within the time
period for making an initial deferral election under Section 4.1(a), to receive a distribution
of his or her Nongrandfathered Amounts, including Rollover Accounts; to commence upon one of
the following payment starting dates:
 (1)
    
    His or her Separation from Service; or(2)
    
    The later of his or her Separation from Service or a specified date.
 If an Eligible Director fails to elect a payment starting date, payments will start
as soon as practicable following Separation from Service. Payments shall be made as soon
as administratively practicable after the payment starting date elected by the
Participant, but in no event later than the later of the last day of the calendar year
in which the payment starting date occurs or the 15th day of the third month
following the month that includes the payment starting date.
 (b)
    
    Form of Distribution. Each Eligible Director must elect, within the time period for
making an initial deferral election under Section 4.1(a), whether to receive the benefits
payable under this plan in a lump sum or in up to five annual installments. Annual
installments shall be calculated by using the declining balance method. Calculations under the
declining balance method are done as follows:
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(1)
    
    First Installment. To calculate the amount payable in the first
installment, the Participants Account balance on the first payment date is divided
by the number of installments elected by the Participant.(2)
    
    Remaining Installments. The remaining installments are calculated each year
by dividing the Participants Account balance on each anniversary of the first
payment date by the number of remaining installments (including the installment that
is being calculated).
 If the Eligible Director fails to elect a form of payment, payments shall be made in one
lump sum. Elections regarding the form of distribution cannot be changed once the
Eligible Directors initial election period expires.
 (c)
    
    Distribution upon Death. If the Participant dies before receiving the entire
balance of his or her Account, the remainder will be distributed to the Participants
Beneficiary at the same time (treating death as a Separation from Service) and in the same
form as would have been paid to the Participant had he or she lived. The Participant shall
designate his or her Beneficiary in accordance with the provisions set forth in Section
8.2. If the Beneficiary is alive on the date of the Participants death but dies before
all amounts are distributed, any amounts remaining in the Participants Account shall be
distributed to the Beneficiarys estate as soon as practicable after the Beneficiarys
death, but in no event later than the later of the last day of the calendar year in which
the Beneficiarys death occurs or the 15th day of the third month following the
month of the Beneficiarys death.
 (d)
    
    Small Amount Cash Out. Notwithstanding the foregoing, if, at any time after
Separation from Service, the balance remaining in a Participants Account is less than
$5,000, then such remaining balance shall be distributed in a lump sum as soon as
practicable.
 (e)
    
    Modification of Elections. The election set forth in Sections 5.4(a) above may
only be changed if the following requirements are met:
 (1)
    
    The Participants written election to change his or her prior election
is received by the Committee at least 12 months before the first payment was
originally scheduled to start (if the payment was originally scheduledto start
within a specific period, the written election must be received at least 12 months
before the first day of the specified period); and(2)
    
    The Participants new payment starting date is at least five years after the
original payment starting date (if the payment was originally scheduled to start
within a specific period, the new payment starting date must be at least five years
after the first day of the specified period).
 For purposes of this Section 5.4(e), installment payments are treated as a single
payment that commences on the date of the first scheduled payment.
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5.5 Companys Right to Withhold
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Article 6. Administration
 6.1 The Administrator
  6.2 Committee Action
  6.3 Rights and Duties
  (a)
    
    To construe and interpret this Plan;
 (b)
    
    To resolve any questions concerning the amount of benefits payable to a
Participant (except that no member of the Committee shall participate in a decision
relating solely to his or her own benefits);
 (c)
    
    To make all other determinations required by this Plan;
 (d)
    
    To maintain all the necessary records for the administration of this Plan; and
 (e)
    
    To make and publish forms, rules and procedures for the administration of this
Plan.
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6.4 Indemnity and Liability
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Article 7. Plan Changes and Termination
 7.1 Amendments
  7.2 Term
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Article 8. Miscellaneous
 8.1 Limitation on Participants Rights
  8.2 Beneficiaries
 (a)
    
    Beneficiary Designation. Upon forms provided by and subject to conditions imposed by
the Company, each Participant may designate in writing the Beneficiary or Beneficiaries (as
defined in Section 8.2(b)) whom such Participant desires to receive any amounts payable
under this Plan after his or her death. The Company and the Committee may rely on the
Participants designation of a Beneficiary or Beneficiaries last filed in accordance with
the terms of this Plan.
 (b)
    
    Definition of Beneficiary. A Participants Beneficiary or Beneficiaries shall
be the person, persons, trust or trusts (or similar entity) designated by the Participant in
the time and manner established by the Committee or, in the absence of a designation,
entitled by will or the laws of descent and distribution to receive the Participants
benefits under this Plan in the event of the Participants death, and shall mean the
Participants executor or administrator if no other Beneficiary is identified and able to
act under the circumstances.
 8.3 Benefits Not Assignable; Obligations Binding Upon Successors
  8.4 Governing Law; Severability
  8.5 Compliance with laws
  8.6 Plan Construction
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8.7 Headings Not Part of Plan
  8.8 Relationship to the 1993 Deferred Compensation Plan
  8.9 Limited Exception to Irrevocability of Payout Elections for Grandfathered Amounts
   8.10 Permissible Delays or Accelerations
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Date:
    
    Dole Food Company, Inc.By:Title:By:Title:
 21