<PAGE>
                                          
                             TEMPORARY WAIVER AGREEMENT

     THIS TEMPORARY WAIVER AGREEMENT (this "Waiver Agreement") is dated as of 
June 5, 1998, by and among CASTLE & COOKE, INC., a Hawaii corporation (the 
"Borrower"), the Lenders listed below (the "Required Lenders") and The Chase 
Manhattan Bank, as Collateral Agent and Administrative Agent for the Lenders 
(in such capacity, the "Agent").

                                     WITNESSETH

     WHEREAS, the Borrower, the Lenders, and the Agent are parties to the 
Amended and Restated Credit Agreement dated as of May 16, 1997, as amended 
(as amended, the "Credit Agreement");

     WHEREAS, the clause (I) of Section 6.01 (g) of the Credit Agreement sets 
forth a maximum aggregate principal amount of certain Indebtedness permitted 
thereunder, equal to the lesser of (1) the Total Commitment (i.e. 
$250,000,000) PLUS $10,000,000, or (2) the Borrowing Base, PLUS $10,000,000; 
and

     WHEREAS, the Borrower has requested that the Required Lenders 
temporarily waive, and the Required Lenders are willing to temporarily waive, 
the foregoing cap in Indebtedness, on the terms and conditions set forth 
below;

     NOW, THEREFORE, in consideration of the foregoing premises, and for 
other good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, and fully intending to be legally bound by this 
Temporary Waiver Agreement, the parties hereto agree as follows:

1.   DEFINITIONS.  Capitalized terms used herein without definition shall 
have the meanings assigned to such terms in the Credit Agreement.

2.   TEMPORARY WAIVER.

     (a)  Effective only during the "Waiver Period" (as defined below), the 
maximum aggregate principal amount of Indebtedness allowed under clause (i) 
of Section 6.01 (g) of the Credit Agreement shall be equal to the lesser of 
(1) the Total Commitment, PLUS $10,000,000, PLUS the Debt Cushion (as defined 
below), or (2) the Borrowing Base, PLUS $10,000,000, plus the Debt Cushion.

     (b)  As used herein, the following terms shall have the meaning 
indicated.

          (1)  "Debt Cushion" means additional debt in the amount shown on 
Schedule A attached hereto under the column labeled Debt Cushion relating to 
the shares of Borrower's common stock repurchased pursuant to the Tender 
Offer.

          (2)  "Tender Offer" means that Offer to Purchase dated May 15, 
1998,

<PAGE>

whereby the Borrower has offered to purchase for cash up to 3,000,000 shares 
of its common stock at a purchase price not greater than $19.50 nor less than 
$17.75 per share.

          (3)  "Waiver Period" means the period commencing on the date of 
this Waiver Agreement and terminating on October 31, 1998 or such earlier 
date on which the Debt Cushion is repaid.

     (c)  Upon termination of the Waiver Period, the waiver set forth above 
in this numbered paragraph 2 shall thereupon and thereafter be of no further 
force or effect.

3.   LIMITATION, RATIFICATION AND CONFIRMATION.  The waiver set forth in the 
preceding numbered Paragraph 2 shall be strictly construed and shall not, 
except as expressly provided, constitute a waiver or amendment of any terms 
or conditions of the Credit Agreement.  Except as specifically set forth in 
numbered paragraph 2 above, all terms of the Credit Agreement and the other 
Loan Documents are ratified and confirmed in all respects.

4.   COUNTERPARTS.  This Waiver Agreement may be executed in one or more 
counterparts, each of which shall be an original but all of which, when taken 
together, shall constitute one and the same instrument.

     IN WITNESS WHEREOF,. the parties hereto have caused this Waiver Agreement
to be duly executed by their respective authorized officers as of the day and
year first above written.

                                             CASTLE & COOKE, INC.

                                             By: /s/ EDWARD C. ROOHAN
                                                 ----------------------------
                                                 Name:  Edward C. Roohan
                                                 Title: Vice President and 
                                                         Chief Financial Officer

                                             By:  /s/ DEAN R. ESTRADA
                                                 ----------------------------
                                                 Name: Dean R. Estrada
                                                 By: Assistant Treasurer


                                             THE CHASE MANHATTAN BANK

                                             By: /s/ MARK E. COSTANTINO
                                                 ----------------------------
                                                 Name: Mark E. Costantino
                                                 Title: Vice President


<PAGE>
                                            THE BANK OF NOVA SCOTIA,
                                             SAN FRANCISCO AGENCY

                                             By: /s/ BRUCE GANONG
                                                 ----------------------------
                                                 Name: Bruce Ganong
                                                 Title: Relationship Manager

                                             WELLS FARGO BANK
                                             NATIONAL ASSOCIATION

                                             By: /s/ JEFF P. JOHNSON
                                                 ----------------------------
                                                 Name: Jeff P. Johnson
                                                 Title Assistant Vice President

                                             BANK OF HAWAII

                                             By: /s/ SAL. G. PAGLIARO
                                                 ----------------------------
                                                 Name: Sal. G. Pagliaro
                                                 Title: Vice President

                                             THE FIRST NATIONAL BANK OF CHICAGO

                                             By: /s/ GREGORY A. GILBERT
                                                 ----------------------------
                                                 Name: Gregory A. Gilbert
                                                 Title: Vice President

                                             SOCIETE GENERALE

                                             By: /s/ BRIAN MCDONALD
                                                 ----------------------------
                                                 Name: Brian McDonald
                                                 Title: Vice President

<PAGE>

                                             BANKBOSTON, N.A.

                                             By: /s/ ALICIA SZENDIUCH
                                                 ----------------------------
                                                 Name: Alicia Szendiuch
                                                 Title: Director

                                             BANKERS TRUST COMPANY

                                             By: /s/ ALEXANDER JOHNSON
                                                 ----------------------------
                                                 Name:  Alexander Johnson
                                                 Title: Managing Director


<PAGE>

 CASTLE & COOKE, INC.                                                SCHEDULE A


<TABLE>
<CAPTION>

         SHARES REPURCHASED           DEBT CUSHION
      ---------------------           ------------
      <S>                             <C>
      3,000,000 - 2,750,001             20,000,000
      2,750,000 - 2,500,001             15,000,000
      2,500,000 - 2,000,001             10,000,000
          2,000,000 or less                      0

</TABLE>