EXHIBIT 3.2(c)**LIMITED LIABILITY COMPANY AGREEMENT****OF****DOLE PACKAGED FOODS, LLC**     This LIMITED LIABILITY COMPANY AGREEMENT (the “**Agreement**”) of DOLE PACKAGED FOODS, LLC (the"**Company**”), is entered into by Dole Food Company Company, Inc., as the sole member (the “**Member**”).     A. The Company was organized on December 30, 2005, from the conversion and renaming of theformer Dole Packaged Frozen Foods, Inc., a California corporation, pursuant to and in accordancewith Chapter 11 of the California General Corporation Law, and is governed by the CaliforniaLimited Liability Company Act, as amended from time to time (the “**Act**”); and     B. Dole Food Company, Inc. has the authority pursuant to the Act to enter into this Agreement.     **1. ****Name****.**The name of the limited liability company is Dole Packaged Foods,LLC.     **2. ****Member****.**The name and the mailing address of the sole Member are asfollows:   Name AddressDole Food Company, Inc. One Dole DriveWestlake Village, CA 91362     **3. ****Certificates****.**The Member, as an authorized person within the meaning ofthe Act, shall execute, deliver and file, or cause the execution, delivery and filing of, anyamendments to and/or restatements of the certificate of formation of the Company and any othercertificates (and any amendments thereto and/or restatements thereof) necessary for the Company toqualify to do business in a jurisdiction in which the Company may wish to conduct business.     **4. ****Purposes****.**The Company is formed for the object and purpose of, and thenature of the business to be conducted and promoted by the Company is, engaging in any lawful actor activity for which limited liability companies may be formed under the Act and engaging in anyand all activities necessary or incidental to the foregoing.     **5. ****Term****.**The term of the Company shall be perpetual unless the Company isdissolved and terminated in accordance with Section 22 of this Agreement.
 

 
     **6. ****Principal Business Office****.**The principal business office of the Companyshall be located at such location as may hereafter be determined by the Member.     **7. ****Registered Office****.**The address of the registered office of the Companyin the State of California is c/o CT Corporation, 818 W. 7th Street, Los Angeles,California 90017.     **8. ****Registered Agent****.**The name and address of the registered agent of theCompany for service of process on the Company in the State of California are CT Corporation, 818 W.7th Street, Los Angeles, California 90017.     **9. ****Limited Liability****.**Except as otherwise provided by the Act, the debts,obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shallbe solely the debts, obligations and liabilities of the Company, and the Member shall not beobligated personally for any such debt, obligation or liability of the Company solely by reason ofbeing a Member of the Company.     **10. ****Admission of Additional Members****.**Except as provided in Section 20 andSection 21 hereof, no additional Members may be admitted to the Company.     **11. ****Capital Contribution****.**Dole Food Company, Inc. acquired 100% of theequity interests of the Company upon the conversion of the former Dole Packaged Frozen Foods, Inc.and the conversion pursuant thereto of Dole Food Company, Inc.’s 100% of the issued and outstandingcapital stock of such former company into 100% of the limited liability company interests in theCompany.     **12. ****Additional Contributions****.**The Member is not required to make anyadditional capital contribution to the Company. However, the Member may at any time makeadditional capital contributions to the Company.     **13. ****Allocation of Profits and Losses****.**The Company’s profits and lossesshall all be allocated to the Member.     **14. ****Distributions****.**Distributions shall be made to the Member at the timesand in the aggregate amounts determined by the Board of Managers. Such distributions shall all beallocated to the Member.     **15. ****Classification for Tax Purposes****.**For tax purposes, the Company istreated as an entity disregarded as separate from its owner. The Company shall not make anelection to be treated as an association taxable as a corporation for Federal income tax purposespursuant to Treasury Regulation § 301.7701 3.     **16. ****Management****.**In accordance with the articles of organization of theCompany, management of the Company shall be vested in a board of Managers (the “Board”), whichinitially shall consist of two Managers, Richard J. Dahl and C. Michael Carter. The size of the
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Board may be increased or decreased from time to time by the Board or the Member. Managersshall serve for a term of one year and until their successors are duly appointed and qualified.Managers may be removed, with or without cause, at any time, by the Member. Vacancies on the Board(including, without limitation, vacancies created by an increase in the size of the Board) shall befilled by the Board or the Member. The Board shall have the power to do any and all actsnecessary, convenient or incidental to or for the furtherance of the purposes described herein,including all powers, statutory or otherwise, possessed by members of a limited liability companyunder the laws of the State of California. The Board has the authority to bind the Company.     **17. ****Officers****.**The Board may, from time to time as it deems advisable,select natural persons who are employees or agents of the Company and designate them as officers ofthe Company (the “**Officers**”) and assign titles (including, without limitation, President, VicePresident, Secretary and Treasurer) to any such person. Unless the Board decides otherwise, if thetitle is one commonly used for officers of a business corporation formed under the CaliforniaGeneral Corporation Law, the assignment of such title shall constitute the delegation to suchperson of the authorities and duties that are normally associated with that office. Any delegationpursuant to this Section 17 may be revoked at any time by the Board. An Officer may be removed,with or without cause, at any time, by the Board. The initial Officers of the Company are as setforth on Schedule A attached hereto.     **18. ****Other Business****.**The Member may engage in or possess an interest inother business ventures of every kind and description, independently or with others. The Companyshall not have any rights in or to such independent ventures or the income or profits therefrom byvirtue of this Agreement.     **19. ****Exculpation and Indemnification****.**Neither the Member nor any director orofficer thereof nor any Manager or Officer of the Company (each, a “**Covered Person**”) shall beliable to the Company or any person or entity who has an interest in the Company for any loss,damage or claim incurred by reason of any act or omission performed or omitted by such CoveredPerson in good faith on behalf of the Company and in a manner reasonably believed to be within thescope of the authority conferred on such Covered Person in accordance with this Agreement (which,with respect to Officers and Managers of the Company, shall not extend beyond the termination ofsuch individual’s employment with the Company), except that such Covered Person shall be liable forany such loss, damage or claim incurred by reason of such Covered Person’s willful misconduct. Tothe full extent permitted by applicable law, each Covered Person shall be entitled toindemnification and advancement of fees and expenses from the Company for any loss, damage, claim,fee, expense or liability incurred by such Covered Person by reason of any act or omissionperformed or omitted by such Covered Person in good faith on behalf of the Company and in a mannerreasonably believed to be within the scope of the authority conferred on such Covered Person inaccordance with this Agreement, except that a Covered Person shall not be entitled to beindemnified in respect of any loss, damage, claim, fee or expense incurred by such Covered
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Person by reason of willful misconduct with respect to such acts or omissions; provided,however, that any indemnity under this Section 19 shall be provided out of and to the extent ofCompany assets only, and no Covered Person shall have personal liability on account thereof, andprovided, further, that no indemnity or advancement of fees and expenses hereunder shall be made inrespect of a claim by the party seeking such indemnity or advancement against the Company or theMember, other than a claim for enforcement of the indemnity or advancement provisions of thisSection 19. No amendment of this Section 19 shall be effective as to acts or events occurring orcaused prior to the date of such amendment.     **20. ****Assignments****.**The Member may at any time assign in whole or in part itslimited liability company interest in the Company. If the Member transfers all of its interest inthe Company pursuant to this Section 20, the transferee shall be admitted to the Company as aMember of the Company upon its execution of an instrument signifying its agreement to be bound bythe terms and conditions of this Agreement. Such admission shall be deemed effective immediatelyprior to the transfer, and, immediately following such admission, the transferor Member shall ceaseto be a Member of the Company.     **21. ****Resignation****.**The Member may at any time resign from the Company. Ifthe Member resigns pursuant to this Section 21, an additional Member shall be admitted to theCompany upon its execution of an instrument signifying its agreement to be bound by the terms andconditions of this Agreement. Such admission shall be deemed effective immediately prior to theresignation, and, immediately following such admission, the resigning Member shall cease to be aMember of the Company.**22.****Dissolution****.**          (a) The Company shall dissolve and its affairs shall be wound up upon the first tooccur of the following: (i) the written consent of the Member, (ii) at any time there is no Memberof the Company unless, within 90 days of the occurrence of the event that terminated the continuedmembership of the Member (the “**Termination Event**”), the successor of the Member agrees in writingto continue the Company and to the admission to the Company of such successor or its nominee ordesignee as a Member, effective as of the occurrence of the Termination Event, and such successoror its nominee or designee shall be admitted upon its execution of an instrument signifying itsagreement to be bound by the terms and conditions of this Agreement, or (iii) the entry of a decreeof judicial dissolution under Section 17351 of the Act.          (b) The bankruptcy of the Member shall not cause the Member to cease to be a Memberof the Company and upon the occurrence of such an event, the business of the Company shall continuewithout dissolution.          (c) In the event of dissolution, the Company shall conduct only such activities asare necessary to wind up its affairs (including the sale of the assets of the
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           Company in an orderly manner), and the assets of the Company shall be applied in the manner,and in the order of priority, set forth in Section 17353 of the Act.     **23. ****Separability of Provisions****.**Each provision of this Agreement shall beconsidered separable, and if for any reason any provision or provisions herein are determined to beinvalid, unenforceable or illegal under any existing or future law, such invalidity,unenforceability or illegality shall not impair the operation of or affect those portions of thisAgreement that are valid, enforceable and legal.     **24. ****Entire Agreement****.**This Agreement constitutes the entire agreement ofthe Member with respect to the subject matter hereof.     **25. ****Governing Law****.**This Agreement shall be governed by, and construedunder, the laws of the State of California (without regard to conflict of laws principles), allrights and remedies being governed by said laws.     **26. ****Amendments****.**This Agreement may not be modified, altered, supplementedor amended except pursuant to a written agreement executed and delivered by the Member.     **27. ****Sole Benefit of the Member****.**The provisions of this Agreement (includingSection 12) are intended solely to benefit the Member, and, in the case of Section 19, the Officersand Managers, and, to the fullest extent permitted by applicable law, shall not be construed asconferring any benefit upon any creditor of the Company (and no such creditor shall be athird-party beneficiary of this Agreement), and the Member shall not have any duty or obligation toany creditor of the Company to make any contributions or payments to the Company.     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executedthis Agreement as of the 30th of December, 2005.      **MEMBER**