<PAGE>

                                CASTLE & COOKE, INC.
                                          
                                AMENDED AND RESTATED
                                          
                          1995 STOCK OPTION AND AWARD PLAN
                                          
                      (AS AMENDED EFFECTIVE FEBRUARY 9, 1999)

                                      
<PAGE>

                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----
<C> <S>                                                                     <C>
I.   THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1

     1.1  Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.2  Administration and Authorization; Power and Procedure. . . . . . . .1
     1.3  Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.4  Shares Available for Awards. . . . . . . . . . . . . . . . . . . . .2
     1.5  Grant of Awards. . . . . . . . . . . . . . . . . . . . . . . . . . .4
     1.6  Award Period . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     1.7  Limitations on Exercise and Vesting of Awards. . . . . . . . . . . .4
     1.8  Acceptance of Notes to Finance Exercise. . . . . . . . . . . . . . .4
     1.9  No Transferability . . . . . . . . . . . . . . . . . . . . . . . . .5


II.  EMPLOYEE OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

     2.1  Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     2.2  Option Price . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     2.3  Limitations on Grant and Terms of Incentive Stock Options. . . . . .6
     2.4  Limits on 10% Holders. . . . . . . . . . . . . . . . . . . . . . . .7
     2.5  Waiver of Restrictions . . . . . . . . . . . . . . . . . . . . . . .7
     2.6  Options and Rights in Substitution for Stock Options Granted by
          Other Corporations . . . . . . . . . . . . . . . . . . . . . . . . .7


III. STOCK APPRECIATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . .8

     3.1  Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     3.2  Exercise of SARs . . . . . . . . . . . . . . . . . . . . . . . . . .8
     3.3  Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     3.4  Limited SARs . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     

IV.  RESTRICTED STOCK AND STOCK UNIT AWARDS. . . . . . . . . . . . . . . . . .9

     4.1  Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     4.2  Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     4.3  Return to the Corporation. . . . . . . . . . . . . . . . . . . . . 10


V.   PERFORMANCE AWARDS AND STOCK BONUSES. . . . . . . . . . . . . . . . . . 11

     5.1  Grants of Performance Share Awards . . . . . . . . . . . . . . . . 11
     5.2  Grants of Stock Bonuses. . . . . . . . . . . . . . . . . . . . . . 11
     5.3  Deferred Payments. . . . . . . . . . . . . . . . . . . . . . . . . 11
     5.4  Special Performance-Based Share Awards . . . . . . . . . . . . . . 12



                                      i
<PAGE>

VI.    OTHER PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 12

       6.1  Rights of Eligible Employees, Participants and Beneficiaries . . 12
       6.2  Adjustments; Acceleration. . . . . . . . . . . . . . . . . . . . 13
       6.3  Termination of Employment; Termination of Subsidiary Status;
            Discretionary Provisions . . . . . . . . . . . . . . . . . . . . 14
       6.4  Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . 15
       6.5  Tax Withholding. . . . . . . . . . . . . . . . . . . . . . . . . 16
       6.6  Plan Amendment, Termination and Suspension . . . . . . . . . . . 16
       6.7  Privileges of Stock Ownership. . . . . . . . . . . . . . . . . . 17
       6.8  Effective Date of this Plan. . . . . . . . . . . . . . . . . . . 17
       6.9  Term of this Plan. . . . . . . . . . . . . . . . . . . . . . . . 17
       6.10 Governing Law/Construction/Severability. . . . . . . . . . . . . 17
       6.11 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
       6.12 Non-Exclusivity of Plan. . . . . . . . . . . . . . . . . . . . . 18


VII.   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
       7.1  Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 18

</TABLE>

                                      ii
<PAGE>

                              CASTLE & COOKE, INC.

                             AMENDED AND RESTATED 
                        1995 STOCK OPTION AND AWARD PLAN
                    (AS AMENDED EFFECTIVE FEBRUARY 9, 1999)

I.   THE PLAN.

     1.1    PURPOSE.

            The purpose of this Plan is to promote the success of the Company 
and the interest of its stockholders by providing an additional means through 
the grant of Awards to attract, motivate, retain and reward key employees by 
providing them long-term incentives to improve the financial performance of 
the Company.  "Corporation" means Castle & Cooke, Inc., a Hawaii corporation, 
and its successors, and "Company" means the Corporation and its Subsidiaries, 
collectively.  These terms and other capitalized terms are defined in Article 
VII.

     1.2    ADMINISTRATION AND AUTHORIZATION; POWER AND PROCEDURE.

            (a)    COMMITTEE.  This Plan shall be administered by and all 
Awards to Eligible Employees shall be authorized by the Committee.  Action of 
the Committee with respect to the administration of this Plan shall be taken 
pursuant to a majority vote or by written consent of its members.          

            (b)    PLAN AWARDS; INTERPRETATION; POWERS OF COMMITTEE. Subject 
to the express provisions of this Plan, the Committee shall have the 
authority:             

                   (i)    to determine the particular Eligible Employees who
     will receive Awards;

                   (ii)   to grant Awards to Eligible Employees, determine the
     price at which securities will be offered or awarded and the amount of
     securities to be offered or awarded to any of such persons, and determine
     the other specific terms and conditions of such Awards consistent with the
     express limits of this Plan, and establish the installments (if any) in
     which such Awards shall become exercisable or shall vest, or determine that
     no delayed exercisability or vesting is required, and establish the events
     of termination or reversion of such Awards;

                   (iii)  to approve the forms of Award Agreements (which need
     not be identical either as to type of award or among Participants);

                   (iv)   to construe and interpret this Plan and any agreements
     defining the rights and obligations of the Company and Employee
     Participants under this Plan, further define the terms used in this Plan,
     and prescribe, amend and rescind rules and regulations relating to the
     administration of this Plan;


                                      1
<PAGE>

                   (v)    to cancel, modify, or waive the Corporation's rights
     with respect to, or modify, discontinue, suspend, or terminate any or all
     outstanding Awards held by Eligible Employees, subject to any required
     consent under Section 6.6;

                   (vi)   to accelerate or extend the exercisability or extend
     the term of any or all such outstanding Awards, subject to Section 1.6; and

                   (vii)  to make all other determinations and take such other
     action as contemplated by this Plan or as may be necessary or advisable for
     the administration of this Plan and the effectuation of its purposes.

            (c)    BINDING DETERMINATIONS.  Any action taken by, or inaction 
of, the Corporation, any Subsidiary, the Board or the Committee relating or 
pursuant to this Plan shall be within the absolute discretion of that entity 
or body and shall be conclusive and binding upon all persons.  No member of 
the Board or Committee, or officer of the Corporation or any Subsidiary, 
shall be liable for any such action or inaction of the entity or body, of 
another person.  Subject only to compliance with the express provisions 
hereof, the Board and Committee may act in their absolute discretion in 
matters within their authority related to this Plan.             

            (d)    RELIANCE ON EXPERTS.  In making any determination or in 
taking or not taking any action under this Plan, the Committee or the Board, 
as the case may be, may obtain and may rely upon the advice of experts, 
including professional advisors to the Corporation.  No director, officer or 
agent of the Company shall be liable for any such action or determination 
taken or made or omitted in good faith.           

            (e)    DELEGATION.  The Committee may delegate ministerial,
non-discretionary functions to individuals who are officers or employees of the
Company.           

     1.3    PARTICIPATION.

            Awards may be granted by the Committee only to those persons that 
the Committee determines to be Eligible Employees.  An Eligible Employee who 
has been granted an Award may, if otherwise eligible, be granted additional 
Awards if the Committee shall so determine.  Non-Employee Directors shall not 
be eligible to receive any Awards under this Plan.

     1.4    SHARES AVAILABLE FOR AWARDS.

            Subject to the provisions of Section 6.2, the capital stock that 
may be delivered under this Plan shall be shares of the Corporation's 
authorized but unissued Common Stock.  The shares may be delivered for any 
lawful consideration.

            (a)    NUMBER OF SHARES.  The maximum number of shares of Common 
Stock that may be delivered pursuant to Awards granted to Eligible Employees 
under this Plan shall not exceed 2,000,000 shares.  The maximum number of 
shares subject to those options and stock appreciation rights that during any 
calendar year are granted to any individual shall be limited to 250,000 and 
the maximum number of shares in the aggregate subject to all Awards that 
during any calendar year are granted to any individual under this Plan shall 
be 300,000.  Each of the 

                                      2
<PAGE>

three foregoing numerical limits shall be subject to adjustment as 
contemplated by this Section 1.4 and Section 6.2.            

            (b)    CALCULATION OF AVAILABLE SHARES AND REPLENISHMENT. Shares 
subject to outstanding Awards of derivative securities (as defined in Rule 
16a-1(c) under the Exchange Act) shall be reserved for issuance.  If any 
Option or other right to acquire shares of Common Stock under or receive cash 
or shares in respect of an Award shall expire or be cancelled or terminated 
without having been exercised or paid in full, or any Common Stock subject to 
a Restricted Stock Award or other Award shall not vest or be delivered, the 
unpurchased, unvested or undelivered shares of Common Stock subject thereto 
shall again be available for the purposes of this Plan, subject only to any 
applicable limitations under Section 162(m) of the Code as to Awards intended 
as performance-based awards thereunder.  If the Corporation withholds shares 
of Common Stock pursuant to Section 6.5, the number of shares that would have 
been deliverable with respect to an Award but that are withheld pursuant to 
the provisions of Section 6.5 may in effect not be issued, but the aggregate 
number of shares issuable with respect to the applicable Award and under this 
Plan shall be reduced by the number of shares withheld and such shares shall 
not be available for additional Awards under this Plan.  Subject only to the 
preceding sentence, Section 1.4(c) and Section 6.10(c), Awards payable solely 
in cash, and Awards that do not constitute equity securities as defined in 
Rule 16a-1(d), shall not reduce the number of shares available for Awards 
under this Plan, (2) any imputed charges to the maximum number of shares 
deliverable under this Plan (through reserves or otherwise) shall be reversed 
in the case of Awards actually paid in cash, and (3), to the extent any 
shares were previously reserved in respect of Awards payable in cash or 
shares, the number of shares not delivered shall again be available for 
purposes of this Plan.          

            (c)    PROVISIONS FOR CERTAIN CASH AWARDS.   The number of Awards 
payable solely in cash or actually paid in cash ("CASH AWARDS") shall be 
determined by reference to the number of shares by which the value or price 
of the Award is measured and shall not, together with the aggregate number of 
shares theretofore delivered and subject to then outstanding Awards payable 
in shares (or alternatively payable in cash or shares) under this Plan, 
exceed the aggregate or individual limits of Section 1.4(a), subject to 
adjustments under this Section 1.4 and Section 6.2.  Cash Awards that are 
forfeited or for any reason are not paid in cash under this Plan may again, 
subject to Section 6.10(c), be the subject of and available for subsequent 
Awards under the Plan. If an Award under this Plan is payable in cash only 
and is not measured by reference to shares of Common Stock, the aggregate 
dollar limits of Section 5.4 shall apply.  Any cash-only Award that is 
measured by reference to shares but not intended as a performance-based award 
for purposes of Section 162(m) of the Code need not be counted against the 
limits under Section 1.4(a), (b) or (c), if applicable.        

            (d)    RESTRICTED STOCK LIMIT.  The maximum number of shares that 
may be delivered under Restricted Stock or Stock Unit Awards that are issued 
only for services rendered (or for services and nominal consideration), as 
distinguished from an Award in payment or settlement of other rights, 
deferred compensation or otherwise expressly in lieu of cash compensation of 
comparable value, shall not exceed 200,000 shares, plus any shares in respect 
of dividend equivalent awards or Units thereon, subject to adjustments under 
or contemplated by Sections 1.4 and 6.2.

                                      3
<PAGE>

     1.5    GRANT OF AWARDS.

            Subject to the express provisions of this Plan, the Committee has 
the authority to determine those individuals who are Eligible Employees, 
whether any of them will receive an Award and if so the type of Award, the 
number of shares of Common Stock subject to each Award, the price (if any) to 
be paid for the shares or the Award, the other terms of the Award, and, in 
the case of Performance Share Awards, in addition to the matters addressed in 
Section 1.2(b), the specific objectives, goals and performance criteria, 
including the years of service before vesting, the relevant job 
classification or level of responsibility or other factors that further 
define the terms of the Performance Share Award.  Each Award shall be 
evidenced by an Award Agreement signed by the Corporation and, if required by 
the Committee, by the Participant.  The Award Agreement shall set forth the 
material terms and conditions of the Award established by the Committee 
consistent with the specific provisions of this Plan.

     1.6    AWARD PERIOD.

            Each Award and all executory rights or obligations under the 
related Award Agreement shall expire on such date (if any) as shall be 
determined by the Committee, but in the case of Options, SARs or other rights 
to acquire Common Stock not later than 10 years after the Award Date; 
provided, however, that any payment of cash or delivery of shares pursuant to 
an Award may be delayed until a future date if specifically authorized by the 
Committee pursuant to Article IV or otherwise, by resolution, written consent 
or other writing.

     1.7    LIMITATIONS ON EXERCISE AND VESTING OF AWARDS.

            (a)    PROVISIONS FOR EXERCISE.  Unless the Committee otherwise 
expressly provides, no Award shall be exercisable or shall vest until at 
least six (6) months after the initial Award Date, and once exercisable an 
Award shall remain exercisable until the expiration or earlier termination of 
the Award.             

            (b)    PROCEDURE.  Any exercisable Award shall be deemed to be 
exercised when the Corporation receives written notice of such exercise from 
the Participant, together with any required payment made in accordance with 
Section 2.2.        

            (c)    FRACTIONAL SHARES/MINIMUM ISSUE.  Fractional share 
interests shall be disregarded, but may be accumulated.  The Committee, 
however, may determine in the case of Eligible Employees that cash, other 
securities, or other property will be paid or transferred in lieu of any 
fractional share interests.  No fewer than 100 shares may be purchased on 
exercise of any Award at one time unless the number purchased is the total 
number at the time available for purchase under the Award.

                                      4
<PAGE>

     1.8    ACCEPTANCE OF NOTES TO FINANCE EXERCISE.

            The Corporation may, with the Committee's approval, accept one or 
more notes from any Eligible Employee in connection with the exercise or 
receipt of any outstanding Award; provided that any such note shall be 
subject to the following terms and conditions:

            (a)    The principal of the note shall not exceed the amount 
required to be paid to the Corporation upon the exercise or receipt of one or 
more Awards under this Plan and the note shall be delivered directly to the 
Corporation in consideration of such exercise or receipt.           

            (b)    The initial term of the note shall be determined by the 
Committee; provided that the term of the note, including extensions, shall 
not exceed a period of 10 years.            

            (c)    The note shall provide for full recourse to the Employee 
Participant and shall bear interest at a rate determined by the Committee but 
not less than the interest rate necessary to avoid the imputation of interest 
under the Code.           

            (d)    If the employment of the Employee Participant terminates, 
the unpaid principal balance of the note shall become due and payable on the 
10th business day after such termination; provided, however, that if a sale 
of such shares would cause the Employee Participant to incur liability under 
Section 16(b) of the Exchange Act, the unpaid balance shall become due and 
payable on the 10th business day after the first day on which a sale of such 
shares could have been made without incurring such liability assuming for 
these purposes that there are no other transactions (or deemed transactions 
in securities of this Corporation) by the Employee Participant subsequent to 
such termination.          

            (e)    If required by the Committee or by applicable law, the 
note shall be secured by a pledge of any shares or rights financed thereby in 
compliance with applicable law.         

            (f)    The terms, repayment provisions, and collateral release 
provisions of the note and the pledge securing the note shall conform with 
applicable rules and regulations of the Federal Reserve Board as then in 
effect.         

     1.9    NO TRANSFERABILITY.

            (a)    LIMIT ON EXERCISE.  Except as provided herein and subject 
to Section 6.10, Awards may be exercised only by, and amounts payable or 
shares issuable pursuant to an Award shall be paid only to (or for the 
account of), the Participant or, if the Participant has died, the 
Participant's Beneficiary or, if the Participant has suffered a Disability, 
the Participant's Personal Representative, if any, or if there is none, the 
Participant.  Subject to Section 6.4 and 6.10, the Committee may by express 
written authorization permit Awards to be exercised by and/or paid to certain 
persons or entities related to the Participant who are transferees of the 
Participant without consideration, or to such other persons as the Committee 
deems appropriate, pursuant to such conditions and procedures as the 
Committee in writing may establish and set forth in or by amendment to an 
Award Agreement.

                                      5
<PAGE>

            (b)    LIMIT ON TRANSFER.  No option, right or other Award 
granted under this Plan including, without limitation, any undistributed 
performance share or share of Restricted Stock that has not vested, shall be 
transferable by the Participant or shall be subject in any manner to 
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or 
charge (other than to the Corporation), except (i) by will or the laws of 
descent and distribution, or (ii) pursuant to any other exception to transfer 
restrictions expressly permitted by the Committee AND set forth in the Award 
Agreement (or an amendment thereto), and (iii) in the case of Awards 
comprising Incentive Stock Options, as permitted by the Code.  Any attempted 
transfer in violation of these provisions shall be void and the Corporation 
shall disregard any attempt at transfer, assignment or other alienation so 
prohibited.         

            (c)    DESIGNATION OF BENEFICIARY.  The designation of a 
Beneficiary shall not constitute a transfer prohibited by the foregoing 
provisions.           

II.  EMPLOYEE OPTIONS.

     2.1    GRANTS.

            One or more Options may be granted under this Article to any 
Eligible Employee.  Each Option granted shall be designated by the Committee 
in the applicable Award Agreement as either a Nonqualified Stock Option or an 
Incentive Stock Option.

     2.2    OPTION PRICE.

            (a)    PRICING LIMITS.  The purchase price per share of the 
Common Stock covered by each Option shall be determined by the Committee at 
the time of the Award, but in the case of Incentive Stock Options shall not 
be less than 100% (110% in the case of a Participant described in Section 
2.4) of the Fair Market Value of the Common Stock on the date of grant.       

            (b)    PAYMENT PROVISIONS.  The purchase price of any shares 
purchased on exercise of an Option granted under this Article shall be paid 
in full at the time of each purchase in one or a combination of the following 
methods: (i) in cash or by electronic funds transfer; (ii) by certified or 
cashier's check payable to the order of the Corporation; (iii) if authorized 
by the Committee or specified in the applicable Award Agreement, by a 
promissory note of the Participant consistent with the requirements of 
Section 1.8; or (iv) by the delivery of shares of Common Stock of the 
Corporation already owned by the Participant, PROVIDED, HOWEVER, that the 
Committee may in its absolute discretion limit the Participant's ability to 
exercise an Award by delivering such shares, and PROVIDED FURTHER that any 
shares delivered which were initially acquired from the Company must have 
been owned by the Participant at least six (6) months as of the date of 
delivery.  Shares of Common Stock used to satisfy the exercise price of an 
Option shall be valued at their Fair Market Value on the date of exercise.  
In addition to the payment methods described above, the Committee may provide 
that the Option can be exercised and payment made by delivering a properly 
executed exercise notice together with irrevocable instructions to a broker 
to promptly deliver to the Corporation the amount of sale proceeds necessary 
to pay the exercise price and, unless otherwise allowed by the Committee, any 
applicable tax withholding under Section 6.5.  The Corporation shall not be 
obligated to deliver 

                                      6
<PAGE>

certificates for the shares unless and until it receives full payment of the 
exercise price therefor and any related withholding obligations have been 
satisfied.         

     2.3    LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.

            (a)    $100,000 LIMIT.  To the extent that the aggregate Fair 
Market Value of stock with respect to which incentive stock options first 
become exercisable by a Participant in any calendar year exceeds $100,000, 
taking into account both Common Stock subject to Incentive Stock Options 
under this Plan and stock subject to incentive stock options under all other 
plans of the Company or any parent corporation, such options shall be treated 
as nonqualified stock options.  For this purpose, the Fair Market Value of 
the stock subject to options shall be determined as of the date the options 
were awarded.  In reducing the number of options treated as incentive stock 
options to meet the $100,000 limit, the most recently granted options shall 
be reduced first.  To the extent a reduction of simultaneously granted 
options is necessary to meet the $100,000 limit, the Committee may, in the 
manner and to the extent permitted by law, designate which shares of Common 
Stock are to be treated as shares acquired pursuant to the exercise of an 
Incentive Stock Option.            

            (b)    OPTION PERIOD.  Each Option and all exercise rights 
thereunder shall expire no later than 10 years after the Award Date, but may 
be subject to early termination pursuant to Sections 6.2 and 6.3 and/or 
deferred payout elections, as the Committee may permit.        

            (c)    OTHER CODE LIMITS.  There shall be imposed in any Award 
Agreement relating to Incentive Stock Options such terms and conditions as 
from time to time are required in order that the Option be an "incentive 
stock option" as that term is defined in Section 422 of the Code.         

     2.4    LIMITS ON 10% HOLDERS.

            No Incentive Stock Option may be granted to any person who, at 
the time the Option is granted, owns (or is deemed to own under Section 
424(d) of the Code) shares of outstanding Common Stock possessing more than 
10% of the total combined voting power of all classes of stock of the 
Corporation, unless the exercise price of such Option is at least 110% of the 
Fair Market Value of the stock subject to the Option and such Option by its 
terms is not exercisable after the expiration of five years from the date 
such Option is granted.

     2.5    WAIVER OF RESTRICTIONS.

            Subject to Section 1.4 and Section 6.6 and the specific 
limitations on Awards contained in this Plan, the Committee from time to time 
may, generally or in specific cases only, for the benefit of any Eligible 
Employee, revise the vesting schedule, extend post-service exercise periods, 
or release other restrictions upon or change the number of shares subject to 
or the term of, an Award granted under this Article by cancellation of an 
outstanding Award and contemporaneous regrant, amendment, substitution, 
waiver or other legally valid means.  Notwithstanding the foregoing, if such 
amendment or other action results in an exercise or purchase price which is 
lower than the exercise or purchase price of the original or prior Award, 
such action shall require shareholder approval.

                                      7
<PAGE>

     2.6    OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY
OTHER CORPORATIONS.  Options and Stock Appreciation Rights may be granted to
Eligible Employees under this Plan in substitution for employee stock options
granted by other entities to persons who are or who become employees of the
Company, in connection with a distribution, merger or reorganization by or with
the granting entity or an affiliated entity, or the acquisition by the Company,
directly or indirectly, of all or a substantial part of the stock or assets of
the employing entity.

III. STOCK APPRECIATION RIGHTS.

     3.1    GRANTS.

            In its discretion, the Committee may grant to any Eligible 
Employee stock appreciation rights ("SARs") concurrently with the grant of 
Options or other Awards or in respect of an outstanding Award, in whole or in 
part, or independently of any other Award, all on such terms as set forth by 
the Committee in the Award Agreement.  Any SAR granted in connection with an 
Incentive Stock Option shall contain such terms as may be required to comply 
with the provisions of Section 422 of the Code and the regulations 
promulgated thereunder, unless the holder otherwise agrees.

     3.2    EXERCISE OF SARs.

            (a)    EXERCISABILITY.  A Stock Appreciation Right granted 
independently of any other Award shall be exercisable pursuant to the terms 
of the Award Agreement.  Unless the Award Agreement or the Committee 
otherwise provides, an SAR related to another Award shall be exercisable at 
such time or times, and to the extent, that the related Award shall be 
exercisable and only when the Fair Market Value of the stock subject to the 
related Award exceeds the base price of the SAR.           

            (b)    EFFECT ON AVAILABLE SHARES.  To the extent that a SAR is 
exercised, the number of shares of Common Stock subject to any related Award 
shall be charged against the maximum amount of Common Stock that may be 
delivered pursuant to Awards under this Plan.  The number of shares subject 
to the SAR and the related Award of the Participant shall also be reduced by 
such number of shares, unless the Award Agreement otherwise provides.         

            (c)    PROPORTIONATE REDUCTION.  If an SAR extends to less than 
all the shares covered by the related Award and if a portion of the related 
Award is thereafter exercised, the number of shares subject to the 
unexercised SAR shall be reduced only if and to the extent that the remaining 
number of shares covered by such related Award is less than the remaining 
number of shares subject to such SAR.          

     3.3    PAYMENT.

            (a)    AMOUNT.  Unless the Committee otherwise provides, upon
exercise of an SAR and surrender of an exercisable portion of any related Award
(to the extent required by Section 3.2), the Participant shall be entitled to
receive subject to Section 6.5 payment of an amount determined by multiplying

                                      8
<PAGE>

            (i)    the difference obtained by subtracting the base price
per share of Common Stock under the SAR from the Fair Market Value of a
share of Common Stock on the date of exercise of the SAR, by

            (ii)   the number of shares with respect to which the SAR shall
have been exercised.

     (b)    FORM OF PAYMENT.  The Committee, in its sole discretion, shall 
determine the form in which payment shall be made of the amount determined 
under paragraph (a) above, either solely in cash, solely in shares of Common 
Stock (valued at Fair Market Value on the date of exercise of the SAR), or 
partly in such shares and partly in cash, provided that the Committee shall 
have determined that such exercise and payment are consistent with applicable 
law. If the Committee permits the Participant to elect to receive cash or 
shares (or a combination thereof) on such exercise, any such election shall 
be subject to such conditions as the Committee may impose.          

     3.4    LIMITED SARs.

            The Committee may grant to any Eligible Employee SARs exercisable
only upon or in respect of a change in control or any other specified event
("Limited SARs") and such Limited SARs may relate to or operate in tandem or
combination with or substitution for Options, other SARs or other Awards (or any
combination thereof), and may be payable in cash or shares based on the spread
between the base price of the SAR and a price based upon or equal to the Fair
Market Value of the Shares during a specified period (not more than seven
months) or at a specified time within a period of not more than seven months
before, after or including the date of such event.

IV.  RESTRICTED STOCK AND STOCK UNIT AWARDS.

     4.1    GRANTS.

            (a)    GENERAL.  The Committee may, in its discretion, grant one 
or more Restricted Stock or Stock Unit Awards or any combination thereof to 
any Eligible Employee, subject to the limits of Section 1.4(d).  Each Award 
Agreement shall specify the number of shares of Common Stock to be issued to 
the Participant, the date of such issuance, the consideration for such shares 
(but not less than the minimum lawful consideration under applicable state 
law) by the Participant, the extent (if any) to which and the time (if ever) 
at which the Participant shall be entitled to dividends, voting and other 
rights in respect of the shares prior to vesting, and the restrictions (which 
may be based on performance criteria, passage of time or other factors or any 
combination thereof) imposed on such shares and the conditions of release or 
lapse of such restrictions.  Such restrictions shall not lapse earlier than 
six (6) months after the Award Date, except to the extent the Committee may 
otherwise provide. Stock certificates evidencing shares of Restricted Stock 
pending the lapse of the restrictions ("Restricted Shares") shall bear a 
legend making the appropriate reference to the restrictions imposed hereunder 
and shall be held by the Corporation or by a third party designated by the 
Committee until the restrictions on such shares shall have lapsed and the 
shares shall have vested in accordance with the provisions of the Award and 
Section 1.7.  Upon issuance of the Restricted 

                                      9
<PAGE>

Stock Award, the Participant may be required to provide such further 
assurance and documents as the Committee may require to enforce the 
restrictions.             

            (b)    SPECIAL PROVISIONS FOR STOCK UNITS.  Subject to such rules 
and procedures as the Committee may establish from time to time, the 
Committee may, in its discretion, authorize a Stock Unit Award or the 
crediting of Stock Units pursuant to the terms of this Plan and any 
applicable deferred compensation plan maintained by the Company, permit an 
Eligible Employee to irrevocably elect to defer or receive in Stock Units all 
or a portion of any Award hereunder, or may grant Stock Units in lieu of, in 
exchange for, in respect of, or in addition to any other Award under this 
Plan or any other stock option plan or deferred compensation plan of the 
Company.  The specific terms, conditions and provisions relating to each 
Stock Unit grant or election, including the form of payment to be made at or 
following the vesting thereof, shall be set forth in or pursuant to the 
applicable agreement or Award and the relevant Company deferred compensation 
plan, in form substantially as approved by the Committee.         

            (c)    STOCK UNIT PAYOUTS. The Committee shall determine, among 
other terms of a Stock Unit grant or Award, the form of payment of Stock 
Units, whether in cash, Common Stock, or other consideration (including any 
other Award) or any combination thereof, the valuation of the Stock Units or 
any non-cash payment for purposes of the Award, and the applicable vesting 
and payout provisions of the Stock Units.  The Committee in the applicable 
Award Agreement or the relevant Company deferred compensation plan may permit 
the Participant to elect the form and time of payout of vested Stock Units on 
such conditions or subject to such procedures as the Committee may impose, 
and may permit Stock Unit offsets or other provision for payment of any 
applicable taxes that may be due on the crediting, vesting or payment in 
respect of the Stock Units.             

     4.2    RESTRICTIONS.

            (a)    PRE-VESTING RESTRAINTS.  Except as provided in Section 4.1 
and 1.9, restricted shares comprising any Restricted Stock Award and shares 
subject to a Stock Unit Award may not be sold, assigned, transferred, pledged 
or otherwise disposed of or encumbered, either voluntarily or involuntarily, 
until the restrictions on such shares or units have lapsed and the shares or 
units become vested and other conditions to delivery or transfer are 
satisfied.         

            (b)    DIVIDEND AND VOTING RIGHTS.  Unless otherwise provided in 
the applicable Award Agreement, a Participant receiving a Restricted Stock or 
Stock Unit Award shall not be entitled to dividends for any of the shares 
(which dividends or any right to payment of the dividend equivalent amount 
shall be retained in a restricted account until the shares or units have 
vested and shall revert to the Corporation if they fail to vest).  Restricted 
Stock shall be entitled to vote prior to vesting.             

            (c)    CASH PAYMENTS.  If the Participant shall have paid or
received cash (including any dividends) in connection with the Restricted Stock
Unit Award, the Award Agreement shall specify whether and to what extent such
cash shall be returned (with or without an earnings factor) as to any restricted
shares or units which cease to be eligible for vesting.

                                      10
<PAGE>

4.3           RETURN TO THE CORPORATION.

      Unless the Committee otherwise expressly provides, Stock Units or 
shares of Restricted Stock that are subject to restrictions at the time of 
termination of employment or are subject to other conditions to vesting that 
have not been satisfied by the time specified in the applicable Award 
Agreement shall not vest, and Restricted Stock shall be returned to the 
Corporation in such circumstances and in such manner and on such terms as the 
Committee shall therein provide.

V.   PERFORMANCE AWARDS AND STOCK BONUSES.

     5.1    GRANTS OF PERFORMANCE SHARE AWARDS.

            The Committee may, in its discretion, grant Performance Share 
Awards to Eligible Employees based upon such factors, which in the case of 
any Award to a Section 16 Person shall include but not be limited to the 
contributions, responsibilities and other compensation of the person as the 
Committee shall deem relevant in light of the specific type and terms of the 
award.  An Award Agreement shall specify the maximum number of shares of 
Common Stock (if any) subject to the Performance Share Award, the 
consideration (but not less than the minimum lawful consideration) to be paid 
for any such shares as may be issuable to the Participant, the duration of 
the Award and the conditions upon which delivery of any shares or cash to the 
Participant shall be based.  The amount of cash or shares or other property 
that may be deliverable pursuant to such Award shall be based upon the degree 
of attainment over a specified period of not more than ten years (a 
"performance cycle") as may be established by the Committee of such 
measure(s) of the performance of the Company (or any part thereof) or the 
Participant as may be established by the Committee.  The Committee may 
provide for full or partial credit, prior to completion of such performance 
cycle or the attainment of the performance achievement specified in the 
Award, in the event of the Participant's death, Retirement, or Total 
Disability, a Change in Control Event or in such other circumstances as the 
Committee (consistent with Section 6.10(c)(2), if applicable) may determine.

     5.2    GRANTS OF STOCK BONUSES.

            The Committee may grant a Stock Bonus to any Eligible Employee to 
reward exceptional or special services, contributions or achievements in the 
manner and on such terms and conditions (including any restrictions on such 
shares) as determined from time to time by the Committee.  The number of 
shares so awarded shall be determined by the Committee.  The Award may be 
granted independently or in lieu of a cash bonus.

     5.3    DEFERRED PAYMENTS.

            The Committee may authorize for the benefit of any Eligible 
Employee the deferral of any payment of cash or shares that may become due or 
of cash otherwise payable under this Plan, and provide for accreted benefits 
thereon based upon such deferment, at the election or at the request of such 
Participant, subject to the other terms of this Plan.  Such 

                                      11
<PAGE>

deferment shall be subject to such further conditions, restrictions or 
requirements as the Committee may impose, subject to any then vested rights 
of Participants.

     5.4    SPECIAL PERFORMANCE-BASED SHARE AWARDS.

            (a)    GENERAL PROVISIONS.  Without limiting the generality of 
the foregoing, and in addition to awards granted under other provisions of 
this Plan, performance-based awards within the meaning of Section 162(m) of 
the Code ("PERFORMANCE-BASED AWARDS") may be granted under this Plan, in the 
form of restricted stock, performance stock, stock, units, bonuses, options, 
or other rights, whether or not related to stock values or appreciation and 
payable in shares or cash or a combination thereof, the vesting of which 
depends on the performance of the Company on a consolidated or Business Unit 
basis with reference to any one or more of the business criteria set forth on 
Exhibit A to this Plan (the "Business Criteria"), incorporated herein by this 
reference, relative to preestablished performance goals.         

            (b)    ELIGIBLE CLASS.  The eligible class of persons for Awards 
under this Section 5.4 shall be officers of the Company.            

            (c)    MAXIMUM AWARD.  In no event shall grants made in any 
fiscal year to any eligible person under this Section 5.4 relate to more than 
300,000 shares or a cash amount of more than $3.75 million payable in respect 
of any one fiscal year.              

            (d)    TIMING OF DECISIONS; ADJUSTMENTS; COMMITTEE CERTIFICATION. 
The applicable Business Criteria and specific performance goal or goals 
("targets") must be approved by the Committee in advance of applicable 
deadlines under the Code and while the performance relating to such targets 
remains substantially uncertain.  The applicable performance measurement 
period may be not less than one nor more than 10 years.  The Award terms 
shall specify whether and in what manner the performance targets will be 
adjusted to mitigate the unbudgeted impact of material, unusual or 
nonrecurring gains and losses, accounting changes or other extraordinary 
events not foreseen at the time the targets were set, to the extent permitted 
by Section 162(m) of the Code and applicable regulations and interpretations 
thereunder.  Before any Performance-Based Award under this Section 5.4 is 
paid, the Committee must certify (to the extent required by Section 162(m) of 
the Code) that the material terms of the Performance-Based Award were 
satisfied.

            (e)    TERMS AND CONDITIONS OF AWARDS.  The Committee will have 
discretion to determine the restrictions or other limitations of the 
individual Awards under this Section 5.4, including the authority to reduce 
Awards, payouts or vesting or to pay no Awards, in its sole discretion, IF 
the Committee preserves such authority at the time of grant by language to 
this effect in its authorizing resolutions or otherwise.

                                      12

<PAGE>

VI.  OTHER PROVISIONS.

     6.1    RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND BENEFICIARIESH.

            (a)    EMPLOYMENT STATUS.  Status as an Eligible Employee shall not
be construed as a commitment that any Award will be made under this Plan to an
Eligible Employee or to Eligible Employees generally.        

            (b)    NO EMPLOYMENT CONTRACT; NO PARTIAL VESTING.  Nothing
contained in this Plan (or in any other documents related to this Plan or to any
Award) shall change an employee's status as an "at will" employee nor confer
upon any Eligible Employee or other Participant any right to continue in the
employ or other service of the Company or constitute any contract or agreement
of employment or other service, nor shall interfere in any way with the right of
the Company to change such person's compensation or other benefits or to
terminate the person's employment.  However, neither shall anything contained in
this Plan or any document related hereto adversely affect any independent
contractual right of such person without his or her consent.  Service between
specified vesting dates shall provide no basis for partial vesting or pro rata
benefits unless an Award Agreement expressly otherwise provides.           

            (c)    PLAN NOT FUNDED.  Awards payable under this Plan shall be 
payable in shares or from the general assets of the Corporation, and (except 
as provided in Section 1.4(b)) no special or separate reserve, fund or 
deposit shall be made to assure payment of such Awards.  No Participant, 
Beneficiary or other person shall have any right, title or interest in any 
fund or in any specific asset (including shares of Common Stock, except as 
expressly otherwise provided) of the Company by reason of any Award 
hereunder.  Neither the provisions of this Plan (or of any related 
documents), nor the creation or adoption of this Plan, nor any action taken 
pursuant to the provisions of this Plan shall create, or be construed to 
create, a trust of any kind or a fiduciary relationship between the Company 
and any Participant, Beneficiary or other person.  To the extent that a 
Participant, Beneficiary or other person acquires a right to receive payment 
pursuant to any Award hereunder, such right shall be no greater than the 
right of any unsecured general creditor of the Company.              

     6.2    ADJUSTMENTS; ACCELERATION.

            (a)    ADJUSTMENTS.  If there shall occur any extraordinary dividend
or other extraordinary distribution in respect of the Common Stock (whether in
the form of cash, Common Stock, other securities, or other property), or any
reclassification, recapitalization, stock split (including a stock split in the
form of a stock dividend), reverse stock split, reorganization, merger,
combination, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Common Stock or other securities of the Corporation, or there shall
occur any similar extraordinary corporate transaction (or event in respect of
the Common Stock) or a sale of substantially all the assets of the Corporation
as an entirety, then the Committee shall, in such manner and to such extent (if
any) as it deems appropriate and equitable (1) proportionately adjust any or all
of (a) the number and type of shares of Common Stock (or other securities) which
thereafter may be made the subject of Awards (including the specific maxima and

                                      13
<PAGE>

numbers of shares set forth elsewhere in this Plan), (b) the number, amount 
and type of shares of Common Stock (or other securities or property) subject 
to any or all outstanding Awards, (c) the grant, purchase, or exercise price 
of any or all outstanding Awards, (d) the securities, cash or other property 
deliverable upon exercise of any outstanding Awards, or (e) the performance 
standards appropriate to any outstanding Awards, or (2) in the case of an 
extraordinary dividend or other distribution, recapitalization, 
reclassification, reorganization, merger, consolidation, combination, sale of 
assets, split up, exchange, or spin off, make provision for a cash payment or 
for the substitution or exchange of any or all outstanding Awards or the 
cash, securities or property deliverable to the holder of any or all 
outstanding Awards based upon the distribution or consideration payable to 
holders of the Common Stock of the Corporation upon or in respect of such 
event; PROVIDED, HOWEVER, in each case, that with respect to Awards of 
Incentive Stock Options, no such adjustment shall be made which would cause 
the Plan to violate Section 424(a) of the Code or any successor provisions 
thereto without the written consent of holders materially adversely affected 
thereby.  In any of such events, the Committee may take such action 
sufficiently prior to such event if necessary to permit the Participant to 
realize the benefits intended to be conveyed with respect to the underlying 
shares in the same manner as is available to shareholders generally.          

            (b)    ACCELERATION OF AWARDS UPON CHANGE IN CONTROL.  Unless 
prior to a Change in Control Event the Committee determines that, upon its 
occurrence, there shall be no acceleration of benefits under Awards or 
determines that only certain or limited benefits under Awards shall be 
accelerated and the extent to which they shall be accelerated, and/or 
establishes a different time in respect of such Event for such acceleration, 
then upon the occurrence of a Change in Control Event             

            (i)    each Option and SAR shall become immediately exercisable, 

            (ii)   Restricted Stock shall immediately vest free of 
restrictions, and 

            (iii)  the number of shares, cash or other property covered by 
each Performance Share or Stock Unit Award shall be issued to the Participant;

The Committee may override the limitations on acceleration in this Section 
6.2(b) by express provision in the Award Agreement or otherwise and may 
accord any Eligible Employee a right to refuse any acceleration, whether 
pursuant to the Award Agreement or otherwise, in such circumstances as the 
Committee may approve.  Any acceleration of Awards shall comply with 
applicable legal requirements.

            (c)    POSSIBLE EARLY TERMINATION OF ACCELERATED AWARDS.  If any 
Option or other right to acquire Common Stock under this Plan has been fully 
accelerated as permitted by Section 6.2(b) but is not exercised prior to (i) 
a dissolution of the Corporation, or (ii) an event described in Section 
6.2(a) that the Corporation does not survive, or (iii) the consummation of an 
event described in Section 6.2(a) that results in a Change of Control 
approved by the Board, such Option or right shall thereupon terminate, 
subject to any provision that has been expressly made by the Committee for 
the survival, substitution, exchange or other settlement of such Option or 
right.

                                      14
<PAGE>

     6.3    TERMINATION OF EMPLOYMENT; TERMINATION OF SUBSIDIARY STATUS; 
DISCRETIONARY PROVISIONS.

            (a)    OPTIONS - RESIGNATION OR DISMISSAL.  If the Participant's 
employment by the Company terminates for any reason other than Retirement, 
Total Disability or death, the Participant shall have, subject to earlier 
termination pursuant to or as contemplated by Section 1.6, three months from 
the date of termination of employment to exercise any Option to the extent it 
shall have become exercisable on the date of termination of employment, and 
any Option to the extent not exercisable on that date shall terminate.        

            (b)    OPTIONS - RETIREMENT, DEATH OR DISABILITY.  If the 
Participant's employment by the Company terminates as a result of Retirement, 
Total Disability or death, the Participant, Participant's Personal 
Representative or his or her Beneficiary, as the case may be, shall have, 
subject to earlier termination pursuant to or as contemplated by Section 1.6, 
12 months from the date of termination of employment to exercise any Option 
to the extent it shall have become exercisable by the date of termination of 
employment, and any Option to the extent not exercisable on that date shall 
terminate.         

            (c)    CERTAIN SARS.  Each SAR granted concurrently or in tandem 
with an Option shall have the same post-termination provisions and 
exercisability periods as the Option to which it relates, unless the 
Committee otherwise provides.              

            (d)    OTHER AWARDS.  The Committee shall establish in respect of 
each other Award granted hereunder the Participant's rights and benefits (if 
any) in the event of a termination of employment and in so doing may make 
distinctions based upon the cause of termination and the nature of the Award. 

            (e)    CHANGE IN SUBSIDIARY STATUS.  For purposes of this Plan 
and any Award hereunder, if an entity ceases to be a Subsidiary, a 
termination of employment shall be deemed to have occurred with respect to 
each employee of such Subsidiary who does not continue as an employee of 
another entity owned, controlled by or under common control with the Company. 

            (f)    STOCK UNITS.  Each Award Agreement in respect of Stock 
Units shall include the applicable benefit distribution and termination 
provisions for the grant or Award and shall specify the form of payment and 
may incorporate (to the extent applicable) terms of this Plan, another Award 
and/or any other deferred compensation plan under which it is governed.       

            (g)    COMMITTEE DISCRETION.  Notwithstanding the foregoing 
provisions of this Section 6.3, in the event of, or in anticipation of, a 
termination of employment with the Company for any reason, other than 
discharge for cause, the Committee may, in its discretion, increase the 
portion of the Participant's Award available to the Participant, or 
Participant's Beneficiary or Personal Representative, as the case may be, or, 
subject to the provisions of Section 1.6, extend the exercisability period 
upon such terms as the Committee shall determine and expressly set forth in 
or by amendment to the Award Agreement.

                                      15
<PAGE>

     6.4    COMPLIANCE WITH LAWS.

            This Plan, the granting and vesting of Awards under this Plan and
the offer, issuance and delivery of shares of Common Stock and/or the payment of
money under this Plan or under Awards granted hereunder are subject to
compliance with all applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities law and federal
margin requirements) and to such approvals by any listing, agency or any
regulatory or governmental authority as may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith.  Any securities
delivered under this Plan shall be subject to such restrictions, and the person
acquiring such securities shall, if requested by the Corporation, provide such
assurances and representations to the Corporation as the Corporation may deem
necessary or desirable to assure compliance with all applicable legal
requirements.

     6.5    TAX WITHHOLDING.

            Upon any exercise, vesting, or payment of any  Award (or upon the 
disposition of shares of Common Stock acquired pursuant to the exercise of an 
Incentive Stock Option prior to satisfaction of the holding period 
requirements of Section 422 of the Code), the Company shall have the right at 
its option to (i) require the Participant (or Personal Representative or 
Beneficiary, as the case may be) to pay or provide for payment of the amount 
of any taxes which the Company may be required to withhold with respect to 
such Award event or payment or (ii) deduct from any amount payable the amount 
of any taxes which the Company may be required to withhold with respect to 
such cash payment.  In any case where a tax is required to be withheld in 
connection with the delivery of shares of Common Stock under this Plan, the 
Committee may in its sole discretion grant (either at the time of the Award 
or thereafter) to the Participant the right to elect, pursuant to such rules 
and subject to such conditions as the Committee may establish, to have the 
Corporation reduce the number of shares to be delivered by (or otherwise 
reacquire) the appropriate number of shares valued at their then Fair Market 
Value, to satisfy such withholding obligation.

     6.6    PLAN AMENDMENT, TERMINATION AND SUSPENSION.

            (a)    BOARD OR COMMITTEE AUTHORIZATION.  The Board may, at any
time, terminate or, from time to time, amend, modify or suspend this Plan, in
whole or in part.  No Awards may be granted during any suspension of this Plan
or after termination of this Plan, but the Committee shall retain jurisdiction
as to Awards then outstanding or payments deferred in accordance with the terms
of this Plan.             

            (b)    SHAREHOLDER APPROVAL.  To the extent then required under
Sections 422 and 424 of the Code or any other applicable law, or deemed
necessary or advisable by the Board, any amendment to this Plan shall be subject
to shareholder approval.         

            (c)    AMENDMENTS TO AWARDS.  Without limiting any other express
authority of the Committee under but subject to the express limits of this Plan,
the Committee by agreement or resolution may waive conditions of or limitations
on Awards to Eligible Employees that the Committee in the prior exercise of its
discretion has imposed, without the consent of a Participant, and may make other
changes to the terms and conditions of Awards that do not 

                                      16
<PAGE>

affect, in any manner materially adverse to the Employee Participant, his or 
her rights and benefits under an Award.           

            (d)    LIMITATIONS ON AMENDMENTS TO PLAN AND AWARDS.  No 
amendment, suspension or termination of this Plan or change of or affecting 
any outstanding Award shall, without written consent of the Participant, 
affect in any manner materially adverse to the Participant any rights or 
benefits of the Participant or obligations of the Corporation under any Award 
granted under this Plan prior to the effective date of such change.  Changes 
contemplated by Section 6.2 shall not be deemed to constitute changes or 
amendments requiring a Participant's consent under this Section 6.6 or any 
other provision of this Plan or any Award Agreement.         

     6.7    PRIVILEGES OF STOCK OWNERSHIP.

            Except as otherwise expressly authorized by the Committee or this 
Plan, a Participant shall not be entitled to any privilege of stock ownership 
as to any shares of Common Stock not actually delivered to and held of record 
by him or her.  No adjustment will be made for dividends or other rights as a 
shareholders for which a record date is prior to such date of delivery.

     6.8    EFFECTIVE DATE OF THIS PLAN.

            The effective date of this Plan was November 1, 1995.  Amendments 
effective February 9, 1999 were approved by the Board, subject to shareholder 
approval.

     6.9    TERM OF THIS PLAN.

            No Award shall be granted under this Plan after October 31, 2005 
(the "termination date").  Unless otherwise expressly provided in this Plan 
or in an applicable Award Agreement, any Award granted prior to the 
termination date may extend beyond such date, and all authority of the 
Committee with respect to Awards hereunder, including the authority to amend 
an Award, shall continue during any suspension of this Plan and shall 
continue in respect of Awards outstanding on the termination date.

     6.10   GOVERNING LAW/CONSTRUCTION/SEVERABILITY.

            (a)    CHOICE OF LAW.  This Plan, the Awards, all documents 
evidencing Awards and all other related documents shall be governed by, and 
construed in accordance with the laws of the State of California.          

            (b)    SEVERABILITY.  If any provision shall be held by a court 
of competent jurisdiction to be invalid and unenforceable, the remaining 
provisions of this Plan shall continue in effect.         

            (c)    PLAN CONSTRUCTION.

            (1)    RULE 16b-3.  Transactions or events in respect of Awards 
hereunder, to the extent approved by the Board or Committee, are intended, in 
the case of Participants who are or may be Section 16 Persons, to satisfy the 
applicable requirements for exemption under Rule 16b-

                                      17
<PAGE>

3 to avoid liability under Section 16 of the Exchange Act.  If any provision 
of this Plan or of any Award would frustrate or conflict with this intent, 
the provision to the extent possible shall be interpreted so as to avoid such 
conflict.

            (2)    SECTION 162(m).  It is the further intent of the Company 
that Options or SARs with an exercise or base price not less than Fair Market 
Value on the date of grant and Performance-Based Awards under Section 5.4 of 
this Plan that are granted to or held by a Section 16 Person shall (if so 
designated by the Committee) qualify as performance-based compensation under 
Section 162(m) of the Code, and this Plan shall be interpreted consistent 
with such intent.

            (3)    BIFURCATION.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN 
THIS PLAN, the provisions of this Plan may at any time be bifurcated by the 
Board or the Committee in any manner so that certain provisions of any Award 
Agreement (or this Plan) intended (or required in order) to satisfy the 
applicable requirements of Rule 16b-3 or Section 162(m) of the Code (to the 
extent permitted thereby) are applicable only to persons subject to those 
provisions and to those Awards to those persons intended to satisfy the 
requirements of those rules.

     6.11   CAPTIONS.

            Captions and headings are given to the sections and subsections 
of this Plan solely as a convenience to facilitate reference.  Such headings 
shall not be deemed in any way material or relevant to the construction or 
interpretation of this Plan or any provision thereof.

     6.12   NON-EXCLUSIVITY OF PLAN.

            Nothing in this Plan shall limit or be deemed to limit the 
authority of the Board or the Committee to grant awards or authorize any 
other compensation, with or without reference to the Common Stock, under any 
other plan or authority.

VII. DEFINITIONS.

     7.1    DEFINITIONS.

            (a)    "AWARD" shall mean an award of any Option, SAR, Restricted 
Stock, Stock Bonus, Stock Unit, Performance Share, or Performance-Based 
Award, or any dividend equivalent rights in respect of any thereof, or any 
deferred payment right or other right or security in respect of any thereof, 
and may include as an incident thereto any other Award, or any combination of 
the foregoing, whether alternative or cumulative, authorized by and granted 
under this Plan.         

            (b)    "AWARD AGREEMENT" shall mean any writing setting forth the 
terms of an Award that has been authorized by the Committee.        

            (c)    "AWARD DATE" shall mean the date upon which the Committee 
took the action granting an Award or such later date as the Committee 
designates as the Award Date.

                                      18
<PAGE>

            (d)    "AWARD PERIOD" shall mean the period beginning on an Award 
Date and ending on the expiration date of such Award.        

            (e)    "BENEFICIARY" shall mean the person, persons, trust or 
trusts designated by a Participant or, in the absence of a designation, 
entitled by will or the laws of descent and distribution, to receive the 
benefits specified in the Award Agreement and under this Plan in the event of 
a Participant's death, and shall mean the Participant's executor or 
administrator if no other Beneficiary is designated and able to act under the 
circumstances.                

            (f)    "BOARD" shall mean the Board of Directors of the 
Corporation.         

            (g)    "CHANGE IN CONTROL EVENT" shall mean any of the following: 

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

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

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

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

            (h)    "CODE" shall mean the Internal Revenue Code of 1986, as 
amended from time to time.              

            (i)    "COMMISSION" shall mean the Securities and Exchange 
Commission.        

            (j)    "COMMITTEE" shall mean a committee appointed by the Board 
to administer this Plan, which committee shall be comprised of at least two 
Board members, at least 

                                      19
<PAGE>

a majority of whom, during such time as one or more Participants may be 
subject to Section 16 of the Exchange Act, should be Disinterested Directors, 
PROVIDED, HOWEVER, that the fact that one or more Directors acting in the 
matter are not Disinterested Directors shall not affect the validity of any 
action taken by them or the Committee.          

            (k)    "COMMON STOCK" shall mean the Common Stock of the 
Corporation and such other securities or property as may become the subject 
of Awards, or become subject to Awards, pursuant to an adjustment made under 
Section 6.2 of this Plan.         

            (l)    "COMPANY" shall mean, collectively, the Corporation and 
its Subsidiaries.             

            (m)    "CORPORATION" shall mean Castle & Cooke, Inc., a Hawaii 
corporation, and its successors.        

            (n)    "DISINTERESTED DIRECTOR" means (unless the Board otherwise 
determines) a member of the Board who is a Non-Employee Director as defined 
in Rule 16b-3 and an "outside director" as defined in regulations under 
Section 162(m) of the Code, as each may be amended from time to time.         

            (o)    "ELIGIBLE EMPLOYEE" shall mean an officer (whether or not 
a director) or employee of the Company, or any Other Eligible Person, as 
determined by the Committee in its discretion.        

            (p)    "ERISA" shall mean the Employee Retirement Income Security 
Act of 1974, as amended.         

            (q)    "EXCHANGE ACT" shall mean the Securities Exchange Act of 
1934, as amended from time to time.            

            (r)    "FAIR MARKET VALUE" on any date shall mean (i) if the 
stock is listed or admitted to trade on a national securities exchange, the 
closing price of the stock on the Composite Tape, as published in the Western 
Edition of The Wall Street Journal, of the principal national securities 
exchange on which the stock is so listed or admitted to trade, on such date, 
or, if there is no trading of the stock on such date, then the closing price 
of the stock as quoted on such Composite Tape on the next preceding date on 
which there was trading in such shares; (ii) if the stock is not listed or 
admitted to trade on a national securities exchange, the last price for the 
stock on such date, as furnished by the National Association of Securities 
Dealers, Inc. ("NASD") through the NASDAQ National Market Reporting System or 
a similar organization if the NASD is no longer reporting such information; 
(iii) if the stock is not listed or admitted to trade on a national 
securities exchange and is not reported on the National Market Reporting 
System, the mean between the bid and asked price for the stock on such date, 
as furnished by the NASD or a similar organization; or (iv) if the stock is 
not listed or admitted to trade on a national securities exchange, is not 
reported on the National Market Reporting System and if bid and asked prices 
for the stock are not furnished by the NASD or a similar organization, the 
value as established by the Committee at such time for purposes of this Plan. 

                                      20
<PAGE>

            (s)    "INCENTIVE STOCK OPTION" shall mean an Option which is 
designated and intended as an incentive stock option within the meaning of 
Section 422 of the Code, the award of which contains such provisions 
(including but not limited to the receipt of shareholder approval of this 
Plan, if the award is made prior to such approval) and is made under such 
circumstances and to such persons as may be necessary to comply with that 
section.           

            (t)    "NONQUALIFIED STOCK OPTION" shall mean an Option that is 
designated as a Nonqualified Stock Option and shall include any Option 
intended as an Incentive Stock Option that fails to meet the applicable legal 
requirements thereof. Any Option granted hereunder that is not designated as 
an incentive stock option shall be deemed to be designated a nonqualified 
stock option under this Plan and not an incentive stock option under the 
Code.          

            (u)    "OPTION" shall mean an option to purchase Common Stock 
under this Plan.  The Committee shall designate any Option granted to an 
Eligible Employee as a Nonqualified Stock Option or an Incentive Stock 
Option.             

            (v)    "OTHER ELIGIBLE PERSON" shall mean any individual 
consultant or advisor, or (to the extent provided in the next sentence) 
agent, who renders or has rendered BONA FIDE services (other than services in 
connection with the offering or sale of securities of the Company in a 
capital raising transaction) to the Company, and who is selected to 
participate in this Plan by the Committee.  A non-employee agent providing 
BONA FIDE services to the Company (other than as an eligible advisor or 
consultant) may also be selected as an Other Eligible Person if such agent's 
participation in this Plan would not adversely affect (x) the Corporation's 
eligibility to use Form S-8 to register under the Securities Act the offer 
and sale by the Company of shares issuable under this Plan or (y) the 
Corporation's compliance with any other applicable laws.              

            (w)    "PARTICIPANT" shall mean an Eligible Employee who has been 
granted an Award under this Plan.              

            (x)    "PERFORMANCE SHARE AWARD" shall mean an award of a right 
to receive shares of Common Stock under Section 5.1, or to receive shares of 
Common Stock or other compensation (including cash) under Section 5.4, the 
issuance or payment of which is contingent upon, among other conditions, the 
attainment of performance objectives specified by the Committee.           

            (y)    "PERSONAL REPRESENTATIVE" shall mean the person or persons 
who, upon the disability or incompetence of a Participant, shall have 
acquired on behalf of the Participant, by legal proceeding or otherwise, the 
power to exercise the rights or receive benefits under this Plan by virtue of 
having become the legal representative of the Participant.          

            (z)    "PLAN" shall mean this Castle & Cooke, Inc. Amended and 
Restated 1995 Stock Option and Award Plan, as from time to time amended.      

            (aa)   "RESTRICTED STOCK" shall mean shares of Common Stock 
awarded to a Participant subject to payment of such consideration, if any, 
and such conditions on vesting (which may include, among others, the passage 
of time, specified performance objectives or other factors) and such transfer 
and other restrictions as are established in or pursuant to this Plan 

                                      21
<PAGE>

and the related Award Agreement, for so long as such shares remain unvested 
under the terms of the applicable Award Agreement.

            (bb)   "RETIREMENT" shall mean retirement with the consent of the 
Company or, from active service as an employee or officer of the Company on 
or after attaining age 55 with ten or more years of service or age 65.

            (cc)   "RULE 16b-3" shall mean Rule 16b-3 as promulgated by the
Commission pursuant to the Exchange Act effective on November 1, 1996, or any
successor provision, as amended from time to time.

            (dd) "SECTION 16 PERSON" shall mean a person subject to Section 
16(a) of the Exchange Act.

            (ee) "SECURITIES ACT" shall mean the Securities Act of 1933, as 
amended from time to time.

            (ff) "STOCK APPRECIATION RIGHT" or "SAR" shall mean a right 
authorized under this Plan to receive a number of shares of Common Stock or 
an amount of cash, or a combination of shares and cash, the aggregate amount 
or value of which is determined by reference to a change in the Fair Market 
Value of the Common Stock.

            (gg)   "STOCK BONUS" shall mean an Award of shares of Common 
Stock for no consideration other than past services and without restriction 
other than such transfer or other restrictions as the Committee may deem 
advisable to assure compliance with law.

            (hh)   "STOCK UNIT" shall mean a non-voting unit of measurement 
which is deemed for bookkeeping purposes to be equivalent to one outstanding 
share of Common Stock of the Company (subject to adjustment) solely for 
purposes of this Plan.

            (ii)   "STOCK UNIT ACCOUNT" shall mean the bookkeeping account 
maintained by the Company on behalf of each Participant who is credited with 
Stock Units in accordance with this Plan, which account may be payable in 
cash, stock and/or other consideration, as the Committee may determine.

            (jj)   "SUBSIDIARY" shall mean any corporation or other entity a 
majority of whose outstanding voting stock or voting power is beneficially 
owned directly or indirectly by the Corporation.

            (kk)   "TOTAL DISABILITY" shall mean a "permanent and total 
disability" within the meaning of Section 22(e)(3) of the Code and such other 
disabilities, infirmities, afflictions or conditions as the Committee by rule 
may include.

                                      22
<PAGE>

                                   EXHIBIT A
                                          
                               BUSINESS CRITERIA
                                          
                                          
     Business Criteria means any one or more of:  Total Stockholder Return, 
Earnings Per Share, Net Income, Earnings Before Taxes, Return on Average 
Common Equity, Return On Average Assets, EBT-ROI, Net Income, Net Income-ROI, 
Net Cash Flow, Stock Appreciation, Funds From Operations, Occupancy Gains, 
EBITDA, Overall Square Footage Growth, Entitlement Gains and Cost Reduction, 
determined on either a Business Unit or Company (consolidated) basis.  The 
following provisions further define these and related terms.

     "Applicable Period" means a period of time within or coincident to a 
Performance Cycle with respect to which Performance Target(s) are established 
for any one or more of the Business Criteria.

     "Business Unit" means a region, subsidiary, division or other 
organizational unit of the Company, or segment of its operations for 
accounting purposes, which maintains or which is the subject of a separate 
accounting of its financial performance.

     "Company" means Castle & Cooke, Inc. and its subsidiaries on a 
consolidated basis, unless the context otherwise requires.

     "Cost Reduction" for any Applicable Period means a reduction in cost of 
goods sold, selling, marketing, and general and administrative expenses 
during the Applicable Period as compared to a prior Applicable Period or 
average of more than one Applicable Period, expressed as an absolute dollar 
amount or as a percentage of a specific amount.

     "Earnings Before Taxes" or "EBT" for any Applicable Period means the 
consolidated net income of the Company for the Applicable Period before 
income taxes.

     "Earnings Per Share" means per share net income of the Company, as 
determined on either a "basic" or "diluted" basis under FAS 128 (or its 
successor), as specified and established by the Committee in connection with 
the grant of the Award.

     "EBITDA" means earnings before interest, taxes, depreciation and 
amortization for the Applicable Period.

     "EBT-ROI" means EBT for the Applicable Period divided by the periodic 
average of the Net Investment for the Applicable Period.

     "Entitlement Gains" means obtaining entitlements (i.e., receipt of all 
necessary land use and zoning approvals for development from applicable 
governmental agencies, except for plat maps, subdivision approvals, grading 
and building permits and other secondary approvals) for land previously 
unentitled, measured in units or acres as specified by the Committee, during 
the Applicable Period as reflected in the Company's reports for the 
Applicable Period. 

                                      A-1
<PAGE>

     "Funds From Operations" means Funds from Operations, as defined by The 
National Association of Real Estate Investment Trusts (or its successor) at 
the time of the grant of an Award, for the Applicable Period.

     "Net Cash Flow" means EBITDA plus the non-cash cost of sales, minus 
developmental expenditures and capital expenditures, adjusted for other cash 
flow items in accordance with GAAP.

     "Net Income" means net income for the Applicable Period.

     "Net Income-ROI" means the Net Income for the Applicable Period divided 
by the periodic average of the Net Investment for the Applicable Period.

     "Net Investment" means total assets less the sum of cash and cash 
equivalents (short-term investments), investments in consolidated 
subsidiaries, accounts payable and accrued liabilities, and minority 
interests and deferred credits.

     "Occupancy Gains" means increases in the occupancy level of specified 
property or properties (owned at both the beginning and end of the Applicable 
Period) during the Applicable Period, measured as a percentage of the gross 
leasable/occupiable area in the case of commercial properties and as a 
percentage of the number of rooms available in the case of hotel properties.

     "Overall Square Footage Growth" means the increase, between the 
beginning and end of the Applicable Period, in the total square feet of gross 
leasable area.

     "Performance Cycle" means the period of time not less than one fiscal 
year nor more than 10 fiscal years over which performance is measured for 
determining the amount of any payment opportunity from Awards granted under 
the Plan.

     "Return On Average Common Equity" means the consolidated net income to 
common stockholders for the Applicable Period divided by the periodic average 
of total common stockholders equity during the Applicable Period.

     "Return on Average Assets" means consolidated net income divided by the 
periodic average of total assets for the Applicable Period.

     "Stock Appreciation" means an increase in the price or value of the 
Common Stock of the Corporation after the date of grant of an Award and 
during the Applicable Period with respect to the Corporation's Common Stock 
on stand alone basis, or on a basis relative to the performance of a 
specified peer group.



     Except as otherwise expressly provided, all financial terms are used as 
defined or used under generally accepted accounting principles (GAAP) and, 
where applicable, all determinations shall be made in accordance with GAAP 
and as made or applied by the Company in, or in the preparation of, its 
periodic reports to stockholders or other financial reports, as the case may 
be.

                                      A-2