DOLE FOOD COMPANY INC, DEF 14A, 1994-04-01

DOLE FOOD COMPANY INC
DEF 14A, 1994-04-01
AGRICULTURAL PRODUCTION-CROPS

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<PAGE>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

Dole Food Company, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

Dole Food Company, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

________________________________________________________________________

(2) Aggregate number of securities to which transaction applies:

________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

________________________________________________________________________

(4) Proposed maximum aggregate value of transaction:

________________________________________________________________________
- --------
*Set forth the amount on which the filing fee is calculated and state how it was
determined.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount previously paid:_________________________________________________

(2) Form, Schedule or Registration Statement No.:___________________________

(3) Filing Party:___________________________________________________________

(4) Date Filed:_____________________________________________________________

Notes:

<PAGE>

[LOGO OF DOLE]

DOLE FOOD COMPANY, INC.
31355 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361

March 30, 1994

To the Stockholders of Dole Food Company, Inc.:

You are cordially invited to attend the Annual Meeting of Stockholders of
Dole Food Company, Inc. (the "Company") which will be held at the JW Marriott
Hotel, 2151 Avenue of the Stars, Los Angeles, California at 10:00 a.m. on
Thursday, May 12, 1994.

This booklet includes the Notice of Annual Meeting and the Proxy Statement,
which contain information about the formal business to be acted on by the
stockholders. The meeting will also feature a report on the operations of your
Company, followed by a question and discussion period.

We hope that you will be able to attend the meeting. However, whether or not
you plan to attend in person, please complete, sign, date and return the
enclosed proxy card(s) promptly to ensure that your shares will be represented.
If you do attend the meeting and wish to vote your shares personally, you may
revoke your proxy.

Sincerely yours,

/s/ DAVID H. MURDOCK

David H. Murdock
Chairman of the Board and
Chief Executive Officer
<PAGE>

DOLE FOOD COMPANY, INC.
31355 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361

----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 12, 1994

----------------

The Annual Meeting of Stockholders of DOLE FOOD COMPANY, INC. (the "Company")
will be held at the JW Marriott Hotel, 2151 Avenue of the Stars, Los Angeles,
California at 10:00 a.m. on Thursday, May 12, 1994 for the following purposes:

1. To elect seven (7) directors of the Company, each to serve until the
next Annual Meeting of Stockholders and until his or her successor has been
duly elected and qualified;

2. To approve the Company's Annual Incentive Plan for executive officers;

3. To approve the Company's Long Term Incentive Plan for executive
officers;

4. To elect Arthur Andersen & Co. as the Company's independent public
accountants and auditors for the 1994 fiscal year; and

5. To transact such other business as may properly come before the
meeting or any adjournments thereof.

The Board of Directors has fixed March 25, 1994 as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting. Accordingly, only stockholders of record at the close of business on
that date are entitled to vote at the Annual Meeting or any adjournments
thereof.

By Order of the Board of Directors,

/s/ ALAN B. SELLERS

Alan B. Sellers
Corporate Secretary

March 30, 1994

TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY CARD(S) AS PROMPTLY AS POSSIBLE AND RETURN IT
(THEM) IN THE ENCLOSED PRE-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE
YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR AT DIFFERENT ADDRESSES, EACH
PROXY CARD SHOULD BE COMPLETED AND RETURNED.
<PAGE>

DOLE FOOD COMPANY, INC.
31355 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361

----------------

PROXY STATEMENT

----------------

This Proxy Statement is furnished to stockholders by the Board of Directors
of Dole Food Company, Inc. (the "Company") in connection with the solicitation
of proxies for use at the Annual Meeting of Stockholders of the Company to be
held at the JW Marriott Hotel, 2151 Avenue of the Stars, Los Angeles,
California at 10:00 a.m. on Thursday, May 12, 1994, and at any adjournments
thereof. The Company's principal executive offices are located at 31355 Oak
Crest Drive, Westlake Village, California, and its telephone number is (818)
879-6600.

This Proxy Statement, Notice of Annual Meeting and the accompanying proxy
card(s) are being first mailed to stockholders on or about March 30, 1994. The
Company's 1993 Annual Report is being mailed to stockholders concurrently with
this Proxy Statement. The Annual Report is not to be regarded as proxy
soliciting material or as a communication by means of which any solicitation of
proxies is to be made.

GENERAL INFORMATION

The Board of Directors has fixed March 25, 1994 as the record date (the
"Record Date") for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting or any adjournments thereof. On the Record Date,
59,466,535 shares of Common Stock of the Company ("Common Stock") were
outstanding and entitled to vote at the meeting. The Common Stock is the only
class of stock of the Company that is outstanding and entitled to vote at the
Annual Meeting.

Stockholders who own shares registered in different names or at different
addresses will receive more than one proxy card. A STOCKHOLDER MUST SIGN AND
RETURN EACH OF THE PROXY CARDS RECEIVED TO ENSURE THAT ALL OF THE SHARES OWNED
BY SUCH STOCKHOLDER ARE REPRESENTED AT THE ANNUAL MEETING. Each accompanying
proxy card that is properly signed and returned to the Company and not revoked
will be voted in accordance with the instructions contained therein.

Any stockholder who gives a proxy has the power to revoke it at any time
before it is exercised by delivery to the Corporate Secretary of the Company,
either in person or by mail, of a written notice of revocation. Attendance at
the Annual Meeting will not in itself constitute revocation of the proxy.

Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying proxy card(s) (or their substitutes) will vote FOR
the election of the Board of Directors' nominees, FOR the approval of the
Company's Annual Incentive Plan, FOR the approval of the Company's Long Term
Incentive Plan, FOR the election of Arthur Andersen & Co. as the Company's
independent public accountants and auditors for the 1994 fiscal year, and in
the proxy holders' discretion with regard to all other matters.

The presence at the meeting, in person or by proxy, of a majority of the
shares of Common Stock outstanding on the Record Date will constitute a quorum.
The affirmative vote of the holders of at least a majority of the shares of
Common Stock represented in person or by proxy at the meeting and entitled to
vote at the meeting will be required with respect to the election of directors,
and the election of Arthur Andersen & Co. as the Company's independent public
accountants and auditors. Approval of each of the Annual Incentive Plan and
Long Term Incentive Plan will require the affirmative vote of a majority of the
voting shares on each plan (i.e., shares voting for or against each Plan).

Votes cast by proxy or in person at the Annual Meeting will be counted by the
persons appointed by the Company to act as the inspectors of election for the
meeting. The inspectors of election will treat shares represented by proxies
that reflect abstentions or include "broker non-votes" as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions or "broker non-votes" do
<PAGE>

not constitute a vote "for" or "against" any matter and thus will be
disregarded in any calculation of "votes cast". If a broker or nominee has
physically indicated on the proxy that it does not have discretionary authority
to vote on a matter, those shares will be treated as not present and not
entitled to vote with respect to that matter (even though those shares may be
considered entitled to vote for quorum purposes and entitled to vote on other
matters).

Any unmarked proxies, including those submitted by brokers or nominees, will
be voted in favor of the proposals and nominees of the Board of Directors, as
indicated in the accompanying proxy card.

Each share of Common Stock entitles the holder thereof to one vote on each
matter to be voted on at the Annual Meeting. Under the Company's By-Laws,
stockholders are not entitled to cumulate their votes in the election of
directors. The By-Laws also provide that the presiding officer at the meeting
may adjourn a meeting at which a quorum is present if a matter to be acted upon
at the meeting requires the affirmative vote of more than a majority of a
quorum at the meeting and the number of shares actually voted (and not
abstaining) at such meeting is insufficient to approve such matter.

The Company's By-Laws provide that nominations of candidates for election to
the Company's Board of Directors may only be made by the Board or by a
stockholder entitled to vote at the meeting of the stockholders called for the
election of directors (the "Election Meeting"). Any such stockholder who
intends to nominate a candidate for election to the Board must deliver a notice
to the Corporate Secretary of the Company setting forth (i) the name, age,
business address and residence address of each such intended nominee; (ii) the
principal occupation or employment of each such intended nominee; (iii) the
number of shares of capital stock of the Company beneficially owned by each
such intended nominee; and (iv) such other information concerning each such
intended nominee as would be required to be included, under the rules of the
Securities and Exchange Commission (the "SEC"), in a proxy statement soliciting
proxies for the election of such nominee. Such notice also must include a
signed consent of each such intended nominee to serve as a director of the
Company, if elected. To be timely, any such notice with respect to the upcoming
Annual Meeting must be delivered to the Corporate Secretary, Dole Food Company,
Inc., 31355 Oak Crest Drive, Westlake Village, California 91361, no later than
April 12, 1994. Any such notice with respect to any subsequent Election Meeting
must be delivered to the Corporate Secretary not less than 30 days prior to the
date of that Election Meeting. The By-Laws provide that if the Chairman of an
Election Meeting determines that a nomination was not made in accordance with
the procedures set forth in the By-Laws, such nomination shall be void. The
Company is not aware of any stockholder who intends to nominate a candidate for
election to the Board of Directors at the Annual Meeting.

BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS

To the best knowledge of the Company, the following table sets forth
information as to each person who beneficially owned more than 5% of the
Company's Common Stock as of March 10, 1994.

<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OUTSTANDING SHARES(2)
------------------- ---------------------- ---------------------
<S> <C> <C>
David H. Murdock........... 13,741,802(3) 22.9%
31355 Oak Crest Drive
Westlake Village, CA 91361
Oppenheimer Group, Inc..... 11,862,163(4) 19.9%
Oppenheimer Tower
World Financial Center
New York, NY 10281
</TABLE>
- --------
(1) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares shown.

2
<PAGE>

(2) The percentages set forth above are calculated on the basis of the number
of outstanding shares of Common Stock set forth under "General
Information", plus in the case of Mr. Murdock, stock options granted to him
under the Company's stock option plans to purchase 457,000 shares, which
number includes all such options that are exercisable within 60 days
following March 25, 1994.

(3) See "Security Ownership of Directors and Executive Officers".

(4) According to an amended report on Schedule 13G filed with the SEC on or
about February 1, 1994 by Oppenheimer Group, Inc.

PROPOSAL 1

ELECTION OF DIRECTORS

The Articles of Association of the Company provide that the Board of
Directors shall consist of not less than five nor more than twenty persons, who
shall be elected for such terms as may be prescribed in the By-Laws of the
Company. There are seven (7) current members of the Board of Directors. The
Board of Directors has recently voted to recommend the election of the
following incumbent members of the Board for a term of one year and until their
successors are duly elected and qualified.

<TABLE>
<S> <C>
Elaine L. Chao James F. Gary
Mike Curb Frank J. Hata
David A. DeLorenzo David H. Murdock
Richard M. Ferry
</TABLE>

Current members of the Board will continue to serve until the election and
qualification of directors at the Annual Meeting.

Unless authority to do so is withheld, the persons named in each proxy card
(or their substitutes) will vote the shares represented thereby FOR the
election of the director nominees named above. In case any of such nominees
shall become unavailable for election to the Board of Directors, which is not
anticipated, the persons named as proxies (or their substitutes) shall have
full discretion and authority to vote or refrain from voting for any other
nominee in accordance with their judgment.

The following brief statements contain biographical information with respect
to each nominee for election as a director, including their principal
occupations for at least the past five years, as of March 25, 1994.

<TABLE>
<CAPTION>
YEAR ELECTED
NAME AS A DIRECTOR AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
---- ------------- --- ------------------------------------------
<S> <C> <C> <C>
David H. Murdock 1985 70 Chairman of the Board, Chief Executive Officer and
Director of the Company since July 1985. Chairman of
the Board, Chief Executive Officer and Director of
Castle & Cooke Homes, Inc. since September 1992.
Since June 1982, Chairman of the Board and Chief
Executive Officer of Flexi-Van Corporation, a
Delaware corporation wholly owned by Mr. Murdock.
Sole owner and developer of the Sherwood Country
Club in Ventura County, California, and numerous
other real estate developments; also sole
stockholder of numerous corporations engaged in a
variety of business ventures and in the manufacture
of textiles and industrial and building products.
David A. DeLorenzo 1991 47 President of Dole Food Company--International since
September 1993 and Executive Vice President and
Member of the Office of the Chairman of the Company
since July 1990. Director of the Company since
February 1991. President of Dole Fresh Fruit Company
from September 1986 to June 1992.
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
YEAR ELECTED
NAME AS A DIRECTOR AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
---- ------------- --- ------------------------------------------
<S> <C> <C> <C>
Elaine L. Chao 1993 40 President and Chief Executive Officer of United Way
of America since November 1992. Director of the
United States Peace Corps from October 1991 to
November 1992. Deputy Secretary of the United States
Department of Transportation from March 1989 to
October 1991. Chairman of the United States Federal
Maritime Commission from March 1988 to March 1989.
Deputy Administrator of the United States Maritime
Administration from April 1986 to March 1988. Vice
President--Syndications of the Bank America Capital
Markets Group from November 1984 to April 1986.
Mike Curb 1985 49 Chairman of the Board of Curb Communications, Inc.,
a private communications company, and of Curb
Records, a private entertainment company. Mr. Curb
served as Lieutenant Governor of the State of
California from 1978 to 1982, and served as Chairman
of the National Conference of Lieutenant Governors
during 1982. Mr. Curb served as Chairman of the
Republican National Finance Committee from August
1982 to January 1985. He is also a director of
various community organizations.
Richard M. Ferry 1991 56 President and Director since 1969 of Korn/Ferry
International, Inc., an international executive
search firm headquartered in New York City and Los
Angeles. Mr. Ferry also serves on the Board of
Directors of Avery Dennison Corporation and Pacific
Mutual Life Insurance Company, as well as a number
of privately held and not-for-profit corporations.
James F. Gary 1974 73 Chairman Emeritus of Pacific Resources, Inc., an
independent energy company headquartered in Honolulu
("PRI"). Mr. Gary was President and/or Chairman and
Chief Executive Officer of PRI and its predecessor
from 1967 to 1984, and Chairman of the Board of PRI
in 1985. He is Past President of the Hawaii
Community Foundation, and serves on the Board of
Directors of Inter Island Petroleum, Inc., Hawkins
Oil & Gas, Inc., Kennedy Associates, Episcopal Homes
of Hawaii, Inc. and American-European Special
Opportunities Fund, as well as several other
privately held corporations and a number of
community organizations. He was a member of the
University of Hawaii Board of Regents from 1981 to
1989 and currently serves on the Executive Council
of Chaminade University.
Frank J. Hata 1991 69 Chairman since 1991 of Y. Hata & Co. (Vice President
from 1968 to 1991), a wholesale food business
located in Hawaii that sells packaged foods to
restaurants, hospitals, schools and other
institutions. President since 1984 of Diversified
Distributor, Inc., a public warehouse company in
Hawaii. Mr. Hata also serves on the Board of
Directors of Aloha Airlines and Pacific Guardian
Life Insurance Company as well as a number of
community organizations.
</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES DESCRIBED ABOVE.

4
<PAGE>

COMMITTEES OF THE BOARD OF DIRECTORS

There are three standing committees of the Board of Directors: the Executive,
Finance and Nominating Committee, the Audit Committee and the Corporate
Compensation and Benefits Committee.

The present members of the Executive, Finance and Nominating Committee are
David H. Murdock, Chairman, Mike Curb and James F. Gary. The primary purposes
of the committee are (1) to exercise, during intervals between meetings of the
Board of Directors and subject to certain limitations, all of the powers of the
full Board; (2) to monitor and advise the Board on strategic business and
financial planning for the Company; and (3) to deal with matters relating to
the directors of the Company. During the 1993 fiscal year, the Committee did
not meet, but acted by unanimous written consent. The Executive, Finance and
Nominating Committee will consider nominees, if any, for the election to the
Board of Directors who are recommended by stockholders in accordance with the
provisions of the Company's By-Laws, which provisions are described above under
"General Information".

The Audit Committee is comprised entirely of directors who are not employees
of the Company. The present members of the Audit Committee are James F. Gary,
Chairman, Elaine L. Chao and Frank J. Hata. The Committee is responsible for
monitoring and reviewing accounting methods adopted by the Company, internal
accounting procedures and controls, and audit plans. The Audit Committee
receives directly the reports of the Company's independent public accountants
and internal audit staff. It meets periodically both with the independent
public accountants and internal auditors to review audit results and the
adequacy of the Company's system of internal controls. The Audit Committee also
recommends to the Board the selection of the Company's independent public
accountants and auditors. During the 1993 fiscal year, four meetings of the
Committee were held.

The Corporate Compensation and Benefits Committee (the "Compensation
Committee") is comprised entirely of directors who are not employees of the
Company. The present members of the Compensation Committee are Richard M.
Ferry, Chairman, Mike Curb and James F. Gary. It is responsible for reviewing
the compensation and benefits policies and practices of the Company. During the
1993 fiscal year, six meetings of the Committee were held.

MEETINGS OF THE BOARD OF DIRECTORS

During the 1993 fiscal year, there were eight meetings of the Board of
Directors. The incumbent directors attended at least 75% of the aggregate
number of meetings of the Board of Directors and of the committees on which
they served, with the exception of Ms. Chao, who attended 70% of the aggregate
number of meetings of the Board of Directors and committees on which she
served.

REMUNERATION OF DIRECTORS

Directors are compensated for their services according to a standard
arrangement authorized by resolution of the Board of Directors. An annual
retainer fee of $24,000, payable in equal quarterly installments, is paid to
each director. An additional fee of $2,000 is paid to each director for each
regularly scheduled meeting of the Board of Directors attended, and a fee of
$500 is paid for each telephonic meeting of the Board of Directors in which the
director participates. In addition, members of the committees are compensated
at the rate of $1,000 for each meeting attended (except, no fee is paid for
meetings held the day of, or the day prior to, a Board of Directors meeting).
Directors have the option of deferring the receipt of their compensation and
earn interest on the amounts deferred. The reasonable expenses incurred by each
director in connection with his or her duties as a director are also reimbursed
by the Company, including the expenses incurred by directors' spouses in
accompanying directors to one Board meeting each year. A Board member who is
also an employee of the Company does not receive compensation for service as a
director.

5
<PAGE>

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Ownership of Company Common Stock

The following table sets forth certain information with respect to shares of
the Company's Common Stock beneficially owned (or deemed to be beneficially
owned) by the Company's directors, its Named Executive Officers (as defined
under "Compensation of Executive Officers") and by all directors and executive
officers of the Company as a group, as of March 10, 1994.

<TABLE>
<CAPTION>
NAME AND AMOUNT AND
ADDRESS OF NATURE OF PERCENT OF
BENEFICIAL BENEFICIAL OUTSTANDING
OWNER(1) OWNERSHIP(2) SHARES(3)
---------- ----------- -----------
<S> <C> <C>
David H. Murdock............................ 13,741,802(4)(5) 22.9%
Elaine L. Chao.............................. 0 --
Mike Curb................................... 18,114(6) *
David A. DeLorenzo ......................... 103,124(4) *
Richard M. Ferry ........................... 800 *
James F. Gary............................... 19,668(7) *
Frank J. Hata .............................. 2,000 *
Ernest W. Townsend.......................... 11,001(4) *
Gerald W. LaFleur .......................... 21,667(4) *
Thomas C. Leppert........................... 31,000(4) *
----------
All Directors and Executive Officers as
a Group (14 Individuals)................... 14,061,520(4)(8) 23.4%
</TABLE>
- --------
*Represents less than 1% of the class of securities.
(1) The mailing address for each of the individuals listed is Dole Food
Company, Inc., 31355 Oak Crest Drive, Westlake Village, California 91361.
(2) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares shown. Some directors and executive
officers share the voting and dispositive power over their shares with
their spouses as community property, joint tenants or tenants in common.
(3) The percentages set forth above are calculated on the basis of the number
of outstanding shares of Common Stock set forth under "General
Information", plus, where applicable all stock options granted to
individuals or group, as appropriate, under the Company's stock option
plans exercisable within 60 days following March 25, 1994.
(4) The individuals and group indicated beneficially own the following number
of shares of Common Stock that may be purchased upon the exercise of
employee stock options exercisable on March 25, 1994 or within 60 days
thereafter: Mr. Murdock, 457,000; Mr. DeLorenzo, 100,000; Mr. LaFleur,
21,667; Mr. Townsend, 11,001; Mr. Leppert, 31,000; and all directors and
executive officers as a group, 726,853.
(5) Mr. Murdock customarily maintains revolving lines of credit in conjunction
with his various business activities, under which borrowings and security
vary from time to time, and pursuant to which he provides collateral owned
by him including securities of the Company. Holdings include 1,240,310
shares of Common Stock held by Flexi-Van Delaware, Inc., a corporation
indirectly wholly owned by Mr. Murdock, and 80,870 shares of Common Stock
held for the benefit of Mr. Murdock's children.
(6) Holdings include 400 shares of Common Stock held by Mr. Curb as a custodian
for the benefit of his children.
(7) Holdings include 2,000 shares of Common Stock held in Mr. Gary's pension
plan and 700 shares of Common Stock held by Mr. Gary's wife.
(8) Holdings include shares of Common Stock held for certain officers by the
Company's Tax Deferred Investment Plan pursuant to Section 401(k) of the
Internal Revenue Code of 1986 as amended ("Internal Revenue Code").

6
<PAGE>

Ownership of Castle & Cooke Homes, Inc. Common Stock

The following table sets forth certain information with respect to shares of
the common stock of Castle & Cooke Homes, Inc. (which is an approximately 82%-
owned subsidiary of the Company publicly traded on the New York Stock Exchange
and hereinafter referred to as "Castle & Cooke Homes") beneficially owned (or
deemed to be beneficially owned), by the Company's directors, Named Executive
Officers and by all present directors and executive officers of the Company as
a group, as of March 10, 1994.

<TABLE>
<CAPTION>
NAME AND AMOUNT AND
ADDRESS OF NATURE OF PERCENT OF
BENEFICIAL BENEFICIAL OUTSTANDING
OWNER(1) OWNERSHIP(2) SHARES(3)
---------- ----------- -----------
<S> <C> <C>
David H. Murdock................................ 136,167(4) *
Elaine L. Chao ................................. 0 --
Mike Curb ...................................... 5,000 *
David A. DeLorenzo ............................. 1,000 *
Richard M. Ferry ............................... 10,000 *
James F. Gary................................... 10,000 *
Frank J. Hata .................................. 20,000(2) *
Ernest W. Townsend ............................. 4,500 *
Gerald W. LaFleur............................... 10,000 *
Thomas C. Leppert .............................. 27,000(4) *
-------
All Directors and Executive Officers
as a Group (14 Individuals).................... 225,417 *
</TABLE>
- --------
* Represents less than 1% of the class of securities.
(1) The mailing address for each of the individuals listed is Dole Food
Company, Inc., 31355 Oak Crest Drive, Westlake Village, California 91361.
(2) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares shown, except that Mr. Hata has shared
voting and dispositive power with respect to 10,000 of the shares he owns.
Some directors and executive officers share the voting and dispositive
power over their shares with their spouses as community property, joint
tenants or tenants in common.
(3) The percentages set forth above are calculated on the basis of the number
of outstanding shares of common stock, plus, where applicable all stock
options granted to individuals or group, as appropriate, under the Castle &
Cooke Homes' stock option plans exercisable within 60 days following March
25, 1994. As of March 25, 1994, Castle & Cooke Homes had 30,400,000 shares
of common stock outstanding.
(4) The individuals and group indicated beneficially own the following number
of shares of Castle & Cooke Homes' common stock that may be purchased upon
the exercise of employee stock options exercisable on March 25, 1994 or
within 60 days thereafter: Mr. Murdock, 41,667; Mr. Leppert, 25,000; and
all directors and executive officers as a group, 66,667.

7
<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth for the Company's fiscal years ended January
1, 1994, January 2, 1993 and December 28, 1991 in prescribed format, the
compensation for services in all capacities to the Company of those persons who
were at January 1, 1994: (i) the Chief Executive Officer and (ii) the other
four most highly compensated executive officers of the Company and its
subsidiaries (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------------- ------------------------ -------
OTHER RESTRICTED SECURITIES ALL
NAME AND ANNUAL STOCK UNDERLYING LTIP OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS(2) COMP.(3) AWARD(S) OPTIONS PAYOUTS COMP.(4)
------------------ ------- --------- -------- -------- ---------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David H. Murdock(5) 1993:
Chairman & CEO Dole $600,000 $450,000 -- $ 0 36,000 $ 0 $ 0
Dole Food Co., Inc. Castle $332,310 $ 0 -- $ 0 125,000(6) $ 0 $ 0
and Chairman & CEO 1992 $611,539 $ 0 -- $ 0 0 $ 0 $ 0
Castle & Cooke Homes 1991 $600,000 $525,000 -- $ 0 60,000 $ 0 $ 0

David A. DeLorenzo(7) 1993 $500,000 $187,500 $206,275(8) $ 0 15,000 $ 0 $4,497
President 1992 $525,000 $ 0 $172,414(8) $ 0 0 $ 0 $4,364
Dole Food Company-- 1991 $505,769 $300,000 -- $ 0 50,000 $ 0 $4,238
International

Ernest W. Townsend(9) 1993 $396,154 $187,500 -- $ 0 8,000 $ 0 $4,497
President 1992(10) $208,654 $ 0 -- $627,500(11) 25,000 $ 0 $4,364
Dole Food Company-- 1991 n/a n/a n/a n/a n/a n/a n/a
North America

Gerald W. LaFleur(5)(12) 1993 $500,000 $187,500 -- $ 0 15,000 $ 0 $4,497
Executive V.P. 1992 $509,615 $ 0 -- $ 0 0 $ 0 $4,364
Dole Food Co., Inc. 1991 $250,000(13) $150,000 -- $ 0 25,000 $ 0 $ 0

Thomas C. Leppert(14) 1993: --
President-- Dole -- -- -- $ -- 3,000 -- --
Castle & Cooke Castle $350,012 $375,000 -- $ 0 75,000(6) $ 0 $4,497
Properties, Inc. and 1992 $356,743 $350,000 -- $ 0 0 $ 0 $4,364
President--Hawaii Oper-
ations 1991 $350,000 $225,000 -- $ 0 15,000 $ 0 $4,238
Castle & Cooke
Homes, Inc.
</TABLE>
- --------
(1) 1992 salaries reflect that the Company's 1992 fiscal year contained 53
weeks. The Company's 1993 and 1991 fiscal years contained 52 weeks.
(2) Bonus amounts shown reflect payments with respect to performance for the
identified fiscal year.
(3) Does not include perquisites which total the lesser of $50,000 or 10% of
the total of annual salary and bonus.
(4) The amounts shown in this column constitute contributions by the Company
under the Company's tax deferred investment plans for the benefit of the
individuals listed.
(5) Mr. Murdock and Mr. LaFleur also hold positions with certain business
entities owned by Mr. Murdock, which pay compensation and provide fringe
benefits to them. As noted, Mr. Murdock is also Chairman and Chief
Executive Officer of Castle & Cooke Homes, an 82%-owned subsidiary of the
Company. Each such officer devotes to the Company the time that is
necessary for the effective conduct of his duties. The Audit Committee of
the Board of Directors has approved such employment arrangements with
respect to each such officer.
(6) Options to purchase stock granted under Castle & Cooke Homes Stock Option
and Award Plan. See "Castle & Cooke Homes, Inc. Option/SAR Grants in Last
Fiscal Year" chart herein.
(7) In connection with the moving of Mr. DeLorenzo's personal residence from
Florida to California in 1991, the Company made him a $500,000 secured,
interest free loan (payable in five annual installments) to assist him in
the purchase of a home. The principal balance on the loan at December 28,
1991, January 2, 1993 and January 1, 1994 was $500,000, $400,000 and
$300,000 respectively.

8
<PAGE>

(8) In 1991 in connection with his promotion and transfer to California, the
Company agreed to pay Mr. DeLorenzo annual compensation in addition to his
base salary in an after-tax amount of $100,000 for five years commencing in
1992 (or the balance in a lump sum upon termination of employment without
cause, as such term is defined in the agreement).
(9) Mr. Townsend was promoted to the position of President, Dole Food Company--
North America, and Executive Vice President of the Company, and Member of
the Office of the Chairman in September, 1993.
(10) Mr. Townsend commenced employment with the Company in June, 1992.
(11) A total of 25,000 shares of restricted stock were awarded to Mr. Townsend
upon the commencement of his employment with the Company in June, 1992,
with vesting to occur 25% at the end of the second year of employment and
25% to vest each year thereafter until 100% is vested. No shares have
vested as of the date of this Proxy Statement.
(12) Mr. LaFleur has an employment agreement with the Company that provides for
a minimum annual base salary of $500,000 through June 30, 1996. Commencing
July 1, 1996, Mr. LaFleur will receive annual payments (the "Annual
Retirement Payments") of $250,000 (reduced by amounts he receives under
any other Company pension, retirement or disability plan) for the greater
of his lifetime or ten years. If, prior to June 30, 1996, Mr. LaFleur's
employment is terminated by the Company with "cause" or by Mr. LaFleur
without "good reason" (as such terms are defined in the agreement), he
will not receive the Annual Retirement Payments. If, prior to June 10,
1996, Mr. LaFleur's employment is terminated by the Company without
"cause" or by Mr. LaFleur with "good reason" he will receive a severance
payment equal to one year's base salary and will receive the Annual
Retirement Payments.
(13) Mr. LaFleur commenced employment with the Company on July 1, 1991.
(14) Mr. Leppert is a Director and President--Hawaii Operations of Castle &
Cooke Homes, an 82%-owned subsidiary of the Company which is publicly
traded on the New York Stock Exchange. Mr. Leppert is also an officer of
and performs duties for real estate subsidiaries wholly owned by Dole. 35%
of Mr. Leppert's compensation shown in the Summary Compensation Table
under "Castle" for 1993 was paid for by the Company.

COMPANY OPTION/SAR GRANTS IN LAST FISCAL YEAR

- --------
* Fair Market Value of Dole Common Stock on December 31, 1993 was $26.75
(1) The total gain to all stockholders would be $1,238,687,924 at 5% annual
appreciation and $3,139,238,382 at 10% annual appreciation. The gain for
all such officers represents less than 1% of the gain to all stockholders.
(2) The amounts under the columns labeled "5%" and "10%" are included pursuant
to certain rules promulgated by the SEC and are not intended to forecast
future appreciation, if any, in the price of the Company's Common Stock.
Such amounts are based on the assumption that the named persons hold

9
<PAGE>

the options granted for their full ten-year term. The actual value of the
options will vary in accordance with the market price of the Company's
Common Stock. The column headed "0%" is included to demonstrate that the
options were granted at fair market value and optionees will not recognize
any gain without an increase in the stock price, which increase benefits all
stockholders commensurately. The Company did not use an alternative formula
to attempt to value options at the date of grant, as management is not aware
of any formula which determines with reasonable accuracy a present value of
options of the type granted to the optionees.
(3) Stock options were awarded under the Company's 1991 Stock Option and Award
Plan as amended (the "1991 Plan"). Options under the 1991 Plan may result
in payments following the resignation, retirement or other termination of
employment with the Company or its subsidiaries or as a result of a change
in control of the Company. Options under the 1991 Plan may be exercised
within a period of twelve months following a termination by reason of
death, disability or retirement, and three months following a termination
for other reasons. The 1991 Plan permits the Compensation Committee, which
administers the Plan, to accelerate, extend or otherwise modify benefits
payable under the applicable awards in various circumstances, including a
termination of employment or change in control. Under the 1991 Plan, if
there is a change in control of the Company (as defined in the Plan), all
options become immediately exercisable.
(4) Options become exercisable in three equal annual installments commencing
February 4, 1994.
(5) Options were granted for a term of ten (10) years, subject to earlier
termination in certain events related to termination of employment (see
footnote 3 above).

CASTLE & COOKE HOMES, INC. OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM(1)(2)
------------------------------------------------ ---------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE
OPTIONS IN LAST OR BASE EXPIRATION
NAME GRANTED(3) FISCAL YEAR PRICE($/SH)(4) DATE(5) 0% 5% 10%
---- ---------- ----------- -------------- ---------- ----- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
David H. Murdock........ 125,000 28.1% $15.00 2/25/03 $0.00 $1,178,750 $2,988,750
Thomas C. Leppert....... 75,000 16.6% $15.00 2/25/03 $0.00 $ 707,250 $1,793,250
</TABLE>
- --------
* Fair Market Value of the common stock of Castle & Cooke Homes was $13.50 on
December 31, 1993.
(1) The total gain to all stockholders would be $286,672,000 at 5% annual
appreciation and $726,864,000 at 10% appreciation. The gain for such
officers represents less than 1% of the gain to all stockholders.
(2) The amounts under the columns labeled "5%" and "10%" are included pursuant
to certain rules promulgated by the SEC and are not intended to forecast
future appreciation, if any, in the price of the Castle & Cooke Homes
stock. Such amounts are based on the assumption that the named persons hold
the options granted for their full ten-year term. The actual value of the
options will vary in accordance with the market price of the Castle & Cooke
Homes stock. The column headed "0%" is included to demonstrate that the
options were granted at fair market value and optionees will not recognize
any gain without an increase in the stock price, which increase benefits
all stockholders commensurately. Castle & Cooke Homes did not use an
alternative formula to attempt to value options at the date of grant, as
its management is not aware of any formula which determines with reasonable
accuracy a present value of options of the type granted to the optionees.
(3) Stock options are awarded under Castle & Cooke Homes' Stock Option and
Award Plan (the "Plan"). Options under the Plan may result in payment
following the resignation, retirement or other termination of employment
with Castle & Cooke Homes or its subsidiaries or as a result of a change in
control of Castle & Cooke Homes. Options under the Plan may be exercised
within a period of twelve months following a termination by reason of
death, disability or retirement, and three months following a termination
for other reasons. The Plan permits the Compensation Committee, which
administers the

10
<PAGE>

Plan, to accelerate, extend or otherwise modify benefits payable under the
applicable awards in various circumstances, including a termination of
employment or change in control. Under the Plan, if there is a change in
control of Castle & Cooke Homes (as defined in the Plan), all options become
immediately exercisable.
(4) Options become exercisable in three equal annual installments commencing
February 26, 1994.
(5) Options were granted for a term of ten (10) years, subject to earlier
termination in certain events related to termination of employment (see
footnote 3 above).

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

The following table sets forth information in prescribed format with respect
to the Named Executive Officers concerning the exercise of options during
fiscal 1993 and unexercised options held as of the end of fiscal 1993:

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES AT YEAR-END(#) AT FY-END($)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(3)
---- -------------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
David H. Murdock
Company Options(1)(2).. 0 $ 0 425,000 / 56,000 $5,025,000 / 0
Castle & Cooke Homes
Options............... 0 0 41,667 / 83,333 0 / 0
David A. DeLorenzo
Company Options(2)..... 0 0 78,334 / 31,666 20,000 / 0
Ernest W. Townsend
Company Options(2)..... 0 0 8,334 / 44,666 0 / 0
Gerald W. LaFleur
Company Options(2)..... 0 0 16,667 / 23,333 0 / 0
Thomas C. Leppert
Company Options(2)..... 0 0 25,000 / 8,000 0 / 0
Castle & Cooke Homes
Options............... 0 0 25,000 / 50,000 0 / 0
</TABLE>
- --------
* Fair Market Value of Dole Common Stock on December 31, 1993 was $26.75.
Fair Market Value of Castle & Cooke Homes common stock on December 31, 1993
was $13.50.
(1) Mr. Murdock received a stock option grant of 300,000 options at $10.00 per
share when he became Chairman and Chief Executive Officer of the Company in
July, 1985. The $10.00 per share grant price was the fair market value of
the Company's Common Stock at the date of the grant. As noted above, the
fair market value of the Company's Common Stock on December 31, 1993 was
$26.75 and was $34.625 on March 24, 1994.
(2) The Company has two stock option plans under which awards are outstanding:
the 1982 Stock Option and Award Plan (the "1982 Plan") and the 1991 Stock
Option and Award Plan (the "1991 Plan"). Options under the 1991 Plan are
described in footnote (2) to the table entitled "Company Option/SAR Grants
in Last Fiscal Year". All options available under the 1982 Plan have been
granted. Options under the 1982 Plan may result in payments following the
resignation, retirement or other termination of employment with the Company
or its subsidiaries or as a result of a change in control of the Company.
Options under the 1982 Plan may be exercised within a period of twelve
months following a disability, by the optionee's estate at any time the
option could have been exercised by the optionee (if the optionee dies
while an employee of the Company) and within a period of three months
following termination for all other reasons. Under the 1982 Plan, if there
is a change in control of the Company (as defined in the Plan), all options
become immediately exercisable.
(3) This amount represents solely the difference between the market value at
December 31, 1993 ($26.75 for the Company and $13.50 for Castle & Cooke
Homes) of those unexercised options which had an exercise price below such
market price (i.e., "in-the-money options") and the respective exercise
prices of the options. No assumptions or representations regarding the
"value" of such options are made or intended.

11
<PAGE>

PENSION PLANS

The Company maintains a number of noncontributory pension plans which provide
benefits, following retirement at age 65 or older with one or more years of
credited service (or age 55 with five or more years of credited service), to
salaried, non-union employees of the Company on U.S. payrolls, including
executive officers of the Company. Each plan provides a monthly pension for
life to supplement personal savings and Social Security benefits. The following
table shows the estimated annual benefits payable under the Company's Corporate
Pension Plan in which the Named Executive Officers participated in 1993:

<TABLE>
<CAPTION>
AVERAGE
ANNUAL 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
COMPENSATION SERVICE SERVICE SERVICE SERVICE SERVICE
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 600,000........................ $ 99,000 $141,900 $184,800 $227,700 $270,600
$ 700,000........................ $115,500 $165,550 $215,600 $265,650 $315,700
$ 800,000........................ $132,000 $189,200 $246,400 $303,600 $360,800
$ 900,000........................ $148,500 $212,850 $277,200 $341,550 $405,900
$1,000,000........................ $165,000 $236,500 $308,000 $379,500 $451,000
$1,100,000........................ $181,500 $260,150 $338,800 $417,450 $496,100
$1,200,000........................ $198,000 $283,800 $369,600 $455,400 $541,200
$1,300,000........................ $214,500 $307,450 $400,400 $493,350 $586,300
$1,400,000........................ $231,000 $331,100 $431,200 $531,300 $631,400
</TABLE>

The above table shows the estimated annual retirement benefits payable as
straight life annuities without offsets for Social Security or other amounts
under this plan, assuming normal retirement at age 65, to persons in specified
compensation and years of service classifications. The plan covers the
following types of compensation paid by the Company: base pay, bonus,
performance incentives (if any) and severance pay.

Each year's accrued benefit under the plan is 1.1% of final average annual
compensation multiplied by years of service, plus .33% of final average annual
compensation multiplied by years of service in excess of 15 years. Benefits
accrued as of March 31, 1992 under the prior benefit formula serve as minimum
entitlements. The credited years of service and ages as of December 31, 1993
for individuals named in the Summary Compensation Table are as follows: Mr.
Murdock (age 70)--8 years; Mr. DeLorenzo (age 47)--23 years; Mr. LaFleur (age
61)--2 years; Mr. Townsend (age 47)--1 year; and Mr. Leppert (age 39)--4 years.
Assuming these individuals remain employed by the Company until age 65 (or
later) and continue to receive compensation equal to their 1993 compensation
from the Company (and in the case of Mr. Murdock and Mr. Leppert from Castle &
Cooke Homes), their estimated annual retirement benefits at age 65 (or as of
December 31, 1993 if the individual is presently over age 65) will be: Mr.
Murdock--$202,018; Mr. DeLorenzo--$275,728; Mr. LaFleur--$250,000 (see footnote
12 to the Summary Compensation Table); Mr. Townsend--$87,081; and Mr. Leppert--
$277,734.

The Internal Revenue Service places an annual maximum limit of $115,641 (at
December 31, 1993) on the benefits available to an individual under the
Company's pension plans. Furthermore, effective January 1, 1993, the Internal
Revenue Code places an annual maximum limit of $235,840 (adjusted for
inflation) on compensation which may be considered in determining a
participant's benefit. If an individual's benefit under the plans exceeds the
$115,641 limit or compensation exceeds the $235,840 limit, the excess will be
paid by the Company from an unfunded excess and supplemental benefit plan.
Effective January 1, 1994, all future pension benefit accruals for a number of
key management employees, including individuals named in the Summary
Compensation Table, will be provided exclusively from an unfunded excess and
supplemental benefit plan.

CERTAIN TRANSACTIONS

David H. Murdock, the Company's Chairman and Chief Executive Officer, owns a
transportation equipment leasing company, a private dining club and private
country club, which supply products and provide services to numerous customers
and patrons. During fiscal 1993, these businesses were paid $401,736

12
<PAGE>

for products and services supplied directly or indirectly to the Company.
During fiscal 1993, the Company and its subsidiaries also paid $88,214 for
subleasing certain corporate office space from a business owned by Mr. Murdock.

Mr. Murdock paid the Company $215,749 in connection with his use of a
company-owned jet for personal purposes during fiscal 1993. In addition, Mr.
Murdock paid the Company $160,500 for architectural services provided to his
real estate business. Transactions in which Mr. Murdock or his affiliates had
an interest were reviewed by the Audit Committee of the Board of Directors,
which determined that the terms of each transaction were substantially the same
as those that could have been obtained from unaffiliated third parties.

During fiscal 1993, the Company and Mr. Murdock agreed to pursue the
formation of a joint real estate venture, including the acquisition and
securitized financing of certain properties from unaffiliated third parties.
While the Company and Mr. Murdock ultimately elected not to proceed with the
planned venture, the Company elected to acquire certain of the third-party
properties without any participation by Mr. Murdock. Mr. Murdock was reimbursed
$5,235,000 for deposits previously placed on such third-party properties, which
amount was applied by the Company toward its purchase price, and $445,126 for
other costs incurred by him in investigating, negotiating for and obtaining the
right to acquire such properties. The agreement with Mr. Murdock, as well as
the acquisition of properties and related reimbursements, were reviewed and
unanimously approved by the Company's independent directors.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING COMPENSATION
COMMITTEE REPORT AND THE FOLLOWING PERFORMANCE GRAPH SHALL NOT BE INCORPORATED
BY REFERENCE INTO ANY SUCH FILINGS OR ANY FUTURE FILINGS, EXCEPT TO THE EXTENT
THE COMPANY EXPRESSLY INCORPORATES SUCH REPORT OR GRAPH BY REFERENCE THEREIN.
THE REPORT AND GRAPH SHALL NOT BE DEEMED SOLICITING MATERIAL OR OTHERWISE
DEEMED FILED UNDER EITHER OF SUCH ACTS.

CORPORATE COMPENSATION AND BENEFITS COMMITTEE REPORT TO STOCKHOLDERS

Compensation Philosophy

The Company's compensation philosophy is to relate the compensation of the
Company's executive officers to measures of Company performance that contribute
to increased value for the Company's stockholders.

Goals

To assure that compensation policies appropriately consider the value the
Company creates for stockholders, the Company's compensation philosophy for
executive officers takes into account the following goals:

--Executive officer compensation must be focused on enhancing stockholder
value

--Compensation must reflect a competitive and performance-oriented
environment that motivates executive officers to achieve a high level of
individual, business unit and corporate results in the business
environment in which they operate

--Incentive-based compensation must be contingent upon the performance of
each executive officer against financial and strategic performance goals

--The Company's compensation policies must enable the Company to attract
and retain top quality management

The Compensation Committee periodically reviews the components of
compensation for the Company's executive officers with this philosophy as its
basis. Further, as the situation warrants, the Committee also retains the
services of qualified compensation consulting firms to provide recommendations
to enhance the linkage of executive officer compensation to the above goals and
to obtain information as to how the Company's compensation of executive
officers compares to that of direct competitors as well as to that of companies
of similar size and scope.

13
<PAGE>

In December 1993, the United States Internal Revenue Service issued proposed
regulations affecting all publicly held United States corporations (the
"Proposed Regulations") interpreting the recently imposed limitation on the tax
deductibility of compensation in excess of $1 million annually for certain
executive officers. The Compensation Committee will consider these new
regulations as one of the factors it reviews with respect to compensation
matters. As a result, the Company is submitting the performance goals and
material terms of the Company's Annual Incentive Plan and new Long Term
Incentive Plan to stockholders for approval in an effort to assure the
deductibility of performance based compensation under the Regulations. Although
it is the general intention and preference of the Compensation Committee to
limit compensation to the amount deductible under the Code, certain incidental
benefits may exceed such limits. Moreover, interpretations of and changes in
the tax laws and other factors may justify exceptions to this preference. For
these and other reasons, the Compensation Committee may not find it to be in
the best interests of the Company in all circumstances to limit executive
compensation to that deductible under the Code. The Committee will consider
various alternatives for preserving the deductibility of compensation payments
and benefits consistent with the Compensation Committee's goal to link
executive compensation policies to measures of Company performance that
contribute to increased value for the Company's stockholders.

Executive Compensation Components

In 1993, the Company's compensation for executive officers was based upon the
following three components, each of which emphasizes a different aspect of the
Company's compensation policies.

--Base Salary. Base salaries for executive officers (other than the
Chairman and Chief Executive Officer whose salary is discussed below) are
initially set upon hiring by management (subject to periodic review by the
Compensation Committee) by evaluating the individual executive's level of
responsibility, prior experience, breadth of knowledge, internal
comparisons against peer executives and competitive pay practices. When
using competitive pay practices as a component of setting initial base pay
for an executive, the Company seeks to set its starting salaries at the
median salaries of comparable companies (some of which are in the S&P
Foods Index). Increases to base salary are determined primarily by
individual performance and individual contributions to the Company and
involve the application of subjective criteria which may result in
significant individual variation to a base salary set upon hiring. Salary
reviews typically occur at intervals greater than twelve months.

--Annual Incentives. Annual incentive payments are primarily based upon
Company performance compared to financial and other strategic goals. The
Company relies, to a large degree, on annual incentive compensation to
attract and retain executive officers of outstanding abilities and to
motivate them to perform to the full extent of their abilities. Individual
awards are based on target percentages of an individual's base salary.
Annual incentive compensation targets for executive officers (excluding
the Chairman and Chief Executive Officer) range from 25-50% of base salary
and in certain limited situations, an executive officer may be awarded
over 100% of base salary if performance exceeds 150% of his or her
applicable financial and/or strategic goals.

1993 annual incentive payments to executive officers were based
upon two (equally-weighted) factors: (1) financial performance of
the Company and individual business units and (2) cost cutting:

* Financial performance of the Company and individual business
units was based on earnings before taxes at both the corporate
and individual business unit levels.

* Cost cutting achievements of the Company and individual business
units were measured against a strategic goal of reducing the
Company's cost structure by $100 million during the 1993 fiscal
year. By the end of the 1993 fiscal year, the Company had
reduced its cost structure by $130 million.

Based upon these two factors, 1993 annual incentive payments were at
75% of the potential short-term (one-year) payout on an aggregated
basis for the Named Executive Officers, with the exception of Mr.
Leppert, who received an annual incentive payment of 107% of the
potential pay-out due to the excellent performance of his division.

14
<PAGE>

During 1994, the Company is taking steps in response to the new
tax law and Proposed Regulations, including the establishment of a
revised performance based plan for executive officers in an effort
to assure the deductibility of annual incentive compensation. In
this regard, the Annual Incentive Plan with respect to executive
officers is being proposed. In addition, a new Long Term Incentive
Plan will be instituted in 1994 to further align executive officer
compensation with stockholder return on a long-term basis. Both
proposals are subject to stockholder approval (see Proposals 2 and 3
herein).

--Stock Options. Executive officers are eligible to receive periodic grants
of stock options pursuant to the Company's stock option and award plans,
subject to the discretion of the Compensation Committee. The stock option
grants are intended to retain and motivate executive officers to improve
long-term stock market performance of the Company's Common Stock. Awards
are granted at the fair market value of the Common Stock on the date of
the grant. Stock options generally vest over a three-year period and have
a term of ten years. Accordingly, stock options have value only if the
stock appreciates following the vesting periods for the grant. The size of
individual awards generally increases in proportion to an executive
officer's base salary and his or her level within the Company, and is also
based upon the market value of the stock on the date of the grant. An
individual's outstanding stock options and current stock ownership are not
considered by the Compensation Committee when making stock option awards.

CEO Compensation

In 1993, David H. Murdock's base salary as Chairman and Chief Executive
Officer of the Company remained at $600,000, the same base salary Mr. Murdock
received each year since he became Chairman and Chief Executive Officer in
July, 1985. Following the initial public offering of Castle & Cooke Homes on
March 4, 1993, Mr. Murdock began receiving a salary for his responsibilities
as Chairman and Chief Executive Officer of this majority-owned subsidiary of
the Company. His salary for Castle & Cooke Homes in 1993 totalled $332,310, or
$400,000 on an annualized basis, as originally disclosed in Castle & Cooke
Homes' prospectus at the time of the public offering.

Mr. Murdock also received an annual incentive payment of $450,000, or 75% of
his 1993 target under the Company's annual incentive program. This payment
reflects the Company's overall financial performance relative to its goals for
1993 and the Company's achievement of reducing its cost structure by $130
million compared to its goal of cutting $100 million from the cost structure.
Mr. Murdock is not eligible for a bonus under the Castle & Cooke Homes annual
incentive plan due to his participation in the Company's Annual Incentive
Plan. It is the Committee's belief that Mr. Murdock's bonus payable under the
Company's Annual Incentive Plan appropriately recognizes the results of Castle
& Cooke Homes, since his award is largely based on the consolidated
performance of the Company (which incorporates the results of Castle & Cooke
Homes).

Mr. Murdock also received in 1993 a stock option grant for 36,000 shares in
the Company and an additional 125,000 shares in Castle & Cooke Homes. These
grants were made at fair market value on the respective dates of the grants.
The Dole grant was made as part of its normal grant process and in recognition
of his position as Chairman and Chief Executive Officer. The Castle & Cooke
Homes grant was made as part of the initial public offering of its common
stock and was based upon the advice of the Castle & Cooke Homes' underwriters
to reflect competitive practice with respect to initial public offerings and
in recognition of his position as Chairman and Chief Executive Officer.

In acting upon Mr. Murdock's compensation for 1993, the Compensation
Committee took note of the following substantial additional achievements of
Mr. Murdock during the year. These included: (1) the completion of the initial
public offering of Castle & Cooke Homes' common stock; (2) the completion of
two public long-term debt financings totalling $700 million which successfully
enabled the Company to refinance a substantial portion of the Company's short-
term debt at considerably more favorable long-term interest rates; (3) the
expansion of the Company's business through acquisitions and new product
offerings; and (4) the restructuring of the Company's food businesses by
consolidating operations and realigning the management structure to focus on
operations, marketing and new opportunities unique to each region of the
world.

15
<PAGE>

As a separate public company, Castle & Cooke Homes has its own Compensation
Committee. None of the members of the Company's Compensation Committee sits on
the Castle & Cooke Homes Compensation Committee. However, since the Company
owns 82% of Castle & Cooke Homes, SEC rules require that Mr. Murdock's
compensation from Castle & Cooke Homes be consolidated with his compensation
from the Company in the Company's Summary Cash Compensation Table. The
Company's Compensation Committee takes into account the fact that Mr. Murdock
receives compensation from, and devotes a portion of his time to, Castle &
Cooke Homes.

The Corporate Compensation
and Benefits Committee

Richard M. Ferry, Chairman
Mike Curb
James F. Gary

16
<PAGE>

PERFORMANCE GRAPH

The following graph indicates the performance of the cumulative total return
to the stockholders of the Company's Common Stock (including reinvested
dividends) during the previous five years in comparison to the cumulative
total return on the Standard & Poor's 500 Stock Index and the Standard &
Poor's Foods Index.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG DOLE FOOD COMPANY, S&P 500 INDEX AND S&P FOODS INDEX

PERFORMANCE GRAPH APPEARS HERE

<TABLE>
<CAPTION> Dole
Measurement Period Food S&P S&P
(Fiscal Year Covered) Company 500 INDEX Foods Index
- ------------------- ---------- --------- -----------
<S> <C> <C> <C>
Measurement Pt- 12/31/1988 $100 $100 $100
FYE 12/31/1989 $123 $132 $136
FYE 12/31/1990 $104 $127 $147
FYE 12/31/1991 $129 $166 $214
FYE 12/31/1992 $117 $179 $214
FYE 12/31/1993 $ 98 $196 $197
</TABLE>

INTRODUCTION TO PROPOSALS 2 AND 3

INCENTIVE/PERFORMANCE BASED
CASH COMPENSATION PLANS

Stockholders are being asked to approve the material terms of two cash
compensation plans in which executive officers may participate. The plans
include an updated and amended Annual Incentive Plan for Executive Officers
(the "AIP") and a new Long Term Incentive Plan for Executive Officers (the
"LTIP"). The AIP and the LTIP (the "Plans") were approved by the Compensation
Committee of the Board on March 24, 1994. These Plans are being submitted to
stockholders primarily in an effort to assure the continued deductibility to
the Company of certain cash compensation to persons who are or in the future
will be named in the Summary Compensation Table ("Named Executive Officers")
if the amount of such compensation under the Plans, combined with other
compensation subject to deductibility limits (such as salary), would exceed
$1,000,000 in any year.

17
<PAGE>

Under recent tax legislation ("Section 162(m)") and the Proposed Regulations,
certain compensation to the Named Executive Officers in excess of $1,000,000 in
any one year will not be deductible for federal income tax purposes unless such
excess compensation is performance-based (as defined in the Proposed
Regulations) or is otherwise exempt from such limits on deductibility. The
applicable conditions of the exemption for a performance-based compensation
plan include, among others, a requirement that stockholders approve the
material terms of the plan, which include the eligible class of participants,
the performance goal or goals contemplated by the plan and the maximum amount
payable thereunder.

The Compensation Committee considers the requirements of Section 162(m) a
restriction on its ability to implement all of its policies with respect to
compensation; as a consequence, the Committee has decided to create separate
plans for certain executive officers (as distinguished from other management
personnel), so as to limit the application of those restrictions solely to
those executive officers that are identified by the Compensation Committee on
or before the deadline established under the Proposed Regulations (with special
provisions in the case of a newly appointed participant during the period).
Only executive officers are eligible to participate in the Plans. The
Compensation Committee currently contemplates that only members of the Office
of the Chairman (five individuals) will initially participate in the AIP and in
the 1994-1996 cycle of the LTIP. However, these groups may be expanded (or
contracted) in subsequent periods to include (or exclude) other executive
officers as the Compensation Committee deems appropriate, as described above.
For the 1994 Plan year under the AIP and the 1994-1996 cycle of the LTIP, all
current Named Executive Officers with the exception of Mr. Leppert will
participate. Individuals not selected to participate in the Plans during a
particular period may nevertheless participate in comparable, albeit more
discretionary, cash incentive plans for other officers and key employees.
However, under the terms of the Plans, no individual will be eligible to
participate in both the AIP and any such other annual cash incentive plan or
both the LTIP and any such other long-term cash incentive plan for the same
performance measurement period.

In addition to designating the participants in each Plan, the Compensation
Committee will administer and interpret the Plans and establish (annually in
the case of the AIP and triennially in the case of the LTIP) the target levels
of performance upon which actual payments will be based under these Plans.
Specific performance targets relative to the goals will be established at a
time when achievement of such targets is substantially uncertain. The
Compensation Committee also will establish the specific performance levels
required to achieve threshold, or "minimum", and maximum awards under the Plans
for each applicable performance measurement period at the time the targets are
set. Generally, awards to participants whose principal responsibilities relate
to a particular business unit will be linked in significant (if not exclusive)
part to business unit performance targets and goals. Awards to participants
whose principal responsibilities relate to overall corporate or consolidated
operations will be linked principally (if not exclusively) to consolidated
performance targets and goals. In addition, the Compensation Committee will
establish the award levels payable upon achievement of each level of
performance under the Plan. These variables may change from period to period,
subject to limitations under the Plans.

The Plans are not exclusive and do not limit the authority of the
Compensation Committee or the Board with respect to compensation of any
eligible person or participant. If either of the Plans is not approved by
stockholders, such Plan will not be implemented. The Compensation Committee or
the Board, however, may continue to authorize and pay bonuses to executive
officers on another basis, consistent with its corporate authority and the
Company's compensation policies, as from time to time in effect.

18
<PAGE>

PROPOSAL 2

ANNUAL INCENTIVE PLAN
(MATERIAL TERMS)

For 1994, the performance goals for the AIP will include earnings before
taxes ("EBT"), measured at either the consolidated (corporate) level or
business unit level (depending on the participant) and cost reduction on a
consolidated and/or business unit level. In subsequent years, the Compensation
Committee may in its discretion prior to applicable deadlines select from among
the following performance goals: EBT on a consolidated and/or business unit
level, cost reduction on a consolidated and/or business unit level, return on
average common equity, return on average assets, business unit return on net
investment and productivity (weighted average cost per unit of production as
measured against a predefined index) on a consolidated and/or business unit
level. Specific weightings of the performance goals and specific performance
levels necessary to earn awards relative to each goal were determined for each
participant by the Compensation Committee for 1994 and in future years will be
determined on or before the deadline established under any applicable tax rules
relevant to such action. The Compensation Committee has determined that if less
than a specific percentage of either targeted goal is attained (at either the
corporate or business unit level, as applicable), no award will be paid under
the AIP with respect to that goal.

Under the Plan, participants may receive a percentage of their respective
base salaries depending upon the degree of attainment of the targeted
performance goals for each Plan year. Each participant is assigned a specified
percentage of base salary (the "Base Salary Factor") which is multiplied by
performance factors to determine his or her award for achieving specified
targeted levels of performance against all applicable goals for the Plan year.
The Base Salary Factor for the Chairman and Chief Executive Officer will be
75%; the Base Salary Factor for all other participants will be 50%. The maximum
payable under the Plan for exceeding the targeted performance goals will be
150% of each participant's Base Salary Factor and the maximum payable for
meeting the minimum or threshold performance level relative to such targeted
goal will be 50% of such Factor. Below this threshold, no AIP bonus will be
paid to the participant. While the base salaries for participants in the Plan
may change from time to time, the maximum salary against which awards under the
Plan may be determined will be $900,000 during the term of the Plan. As a
result, the maximum award to any participant under the AIP for any year during
the term of the Plan will be $1,012,500 ($900,000 X Base Salary Factor of 75% X
150%). Maximum amounts payable for all participants other than the Chairman and
Chief Executive Officer are expected to be lower due to lower base salaries and
Base Salary Factors. The maximum amount payable over the term of the Plan to
any participant is $4,837,500 and the maximum amount payable to all
participants in the aggregate will depend on the number of participants over
the years the Plan is in effect and, of course, the Company's performance.

Based on 1994 base salaries, the maximum payable to any participant for 1994
would be $787,500 and the maximum amount payable to all five participants would
be $2,212,500. The Compensation Committee believes that it would require
exceptional performance for maximum awards to be achieved under the Plan.

The term of this Plan is five years and covers fiscal years 1994 through
1998, unless earlier terminated by the Compensation Committee.

Since the AIP presented for approval will be limited to certain executive
officers (as described previously), only those persons will participate in the
AIP if it is approved by stockholders. Other management personnel, including
other executive officers, will be eligible to participate in other annual
incentive plans of the Company.

19
<PAGE>

PROPOSAL 3

LONG TERM INCENTIVE PLAN
(MATERIAL TERMS)

Under the LTIP, incentive compensation to participating executive officers
will be based upon cumulative EBT performance measured at either or both the
consolidated (corporate) level and business unit level (depending on the
participant) relative to performance goals over consecutive (non-overlapping)
three-year cycles.

The term of the LTIP will be nine years. The first cycle will be the three
fiscal years commencing January 2, 1994, the second cycle will run for the next
three fiscal years, and the third cycle will end December 28, 2002, unless the
LTIP is earlier terminated by the Compensation Committee.

Specific weightings of the performance goals (e.g., corporate EBT and
business unit EBT) and EBT levels necessary to earn awards under the LTIP have
been determined by the Compensation Committee for the 1994-1996 Plan cycle and
will be determined for future cycles on or before the deadline established
under any applicable tax rules relevant to such action. If less than the
minimum percentage of the targeted cumulative EBT goal is attained, no award
will be paid under the applicable portion(s) of the LTIP.

Under the Plan, participants may receive a specified percentage of their
average annual base salary during the Plan cycle depending upon the degree of
attainment of their applicable EBT goals for each Plan cycle. Each participant
is assigned a specified percentage (the "Base Salary Factor") of an average
annual base salary during the cycle (the "Base Salary") which is used in
determining his or her award for achieving targeted levels of cumulative EBT
relative to goals for the cycle. The Base Salary Factor for members of the
Office of the Chairman will be 150%; the Base Salary Factor for any other
participants will range from 75% to 100%. The maximum payable under the Plan
for exceeding the targeted cumulative EBT goals will be 150% of each
participant's Base Salary Factor, resulting in maximum awards ranging from
112.5% to 225% of individual Base Salaries.

While the actual base salaries for participants in the Plan may change from
time to time, the maximum Base Salary against which awards under the Plan may
be determined will be $800,000 for the first cycle of the Plan, $900,000 for
the second cycle and $1,000,000 for the third. As a result, the maximum award
to any participant under the LTIP for any three-year cycle during the term of
the Plan will be $1,800,000, $2,025,000, and $2,250,000 for the first, second
and third cycles, respectively, or $6,075,000 in the aggregate over the nine
years. Maximum amounts payable for any participants other than the Chairman and
Chief Executive Officer are expected to be lower due to lower Base Salaries and
Base Salary Factors. The Compensation Committee believes that it would require
exceptional performance for maximum awards to be achieved under the Plan. The
maximum aggregate amount payable to all participants over the term of the Plan
is not determinable as it will depend on the number of participants, their Base
Salary Factors, and their Base Salaries over the years and, of course, the
Company's performance.

With limited exceptions, one-half of awards payable under the Plan will be
paid within ninety days following the completion of the cycle. The remaining
one-half of the awards payable for the cycle will be paid, with interest
calculated based on the lesser of the Company's cost of debt or 120% of the
Applicable Federal Rate (as defined in the Plan), upon the first anniversary of
the completion of the cycle, subject to the participant's continued employment
through the date of payment. Deferred portions of awards and associated
interest accumulated thereon will become immediately payable in the event of
termination for any reason, other than voluntary termination or termination for
Cause (as defined in the Plan), or a Change in Control (as defined on page 21).

A similar, but more discretionary, long-term incentive plan, for which
stockholder approval is not required, is also being implemented for other
executive officers and senior management personnel.

20
<PAGE>

FURTHER INFORMATION APPLICABLE TO
PROPOSAL 2 AND PROPOSAL 3

The awards for any participant determined on the basis of the goals
established for the Plans may be reduced by the Compensation Committee based
upon an evaluation of individual performance criteria and/or other objective
and subjective factors. Maximum awards payable under the Plans may not be
increased. The Compensation Committee must certify the achievement of the
applicable performance goals and the actual amount payable to each participant
prior to such payment.

Appropriate adjustments to the performance targets may be made based upon
objective criteria in the case of significant acquisitions or dispositions by
the Company or any applicable business unit, extraordinary gains or losses, or
material changes in accounting principles or practices during any Plan year or
cycle or certain other events that in any case were not anticipated at the time
goals were established for the year or cycle in order to neutralize the effect
of such events on awards under the Plans.

Pro-rata payments based on length of service may be made under the Plans if
(1) a participant is added to a Plan mid-year or mid-cycle (subject to certain
minimum service and participation requirements), or (2) a participant's
employment is terminated during a Plan year or cycle for any reason other than
for voluntary termination or Cause (as defined in the Plan), provided that the
performance goals for the year or cycle have been satisfied and that the
individual was a participant in the Plan for at least three periods in the case
of the AIP and one year in the case of the LTIP. In the event of termination
for any reason other than voluntary termination or termination for Cause (as
defined in the Plan) or certain other Events (summarized below) occurring
beyond a specified period after commencement of a year or cycle, pro-rata
payments under a Plan may (or, in the case of an Event, shall) be made prior to
the completion of the year or cycle, provided that the Compensation Committee
determines that the applicable performance goals have been met through the date
of such termination or Event and the amount of any early payout is
proportionately reduced to reflect the time value of the early payout. An Event
under the Plans includes certain reorganizations or Changes in Control (changes
in ownership of more than 20% of the outstanding voting shares and certain
changes affecting a majority of the Board of Directors over a two-year period).

The specific benefits to be paid to participants are not determinable in
advance because it is substantially uncertain whether even minimum levels of
performance necessary to achieve any level of award under the Plans will be
realized. Moreover, the Compensation Committee has retained discretion to
reduce the awards to any participant in the Plans. The amount of benefits that
would have been payable under the AIP in 1993 had the Plan been in effect are
not determinable because the performance standards utilized in 1993 are
materially different from those established for the 1994 Plan year. Under the
LTIP, no benefits are payable until after the completion of the three-year
cycle, except in limited circumstances, as described above.

The Compensation Committee may terminate either Plan at any time and may
amend either or both of the Plans from time to time to increase the amounts
payable thereunder and in other respects without stockholder approval. If such
amendments were to constitute material changes to a Plan, however, the changes
might compromise the deductibility of payments (to the extent payments in
combination with other non-exempt compensation would represent compensation in
excess of $1,000,000 for any year) under such Plan for federal income tax
purposes. The Compensation Committee's current policy with respect to such
changes and deductibility generally is set forth in the Compensation Committee
Report presented earlier in this Proxy Statement.

Because the Compensation Committee will retain the discretion to change the
specific performance targets that it establishes under the Plans, stockholder
ratification of the performance goals would be required at five-year intervals
in the future under the Proposed Regulations to assure the continued status of
payments under the Plans as performance-based compensation. In light of the
ambiguities in Section 162(m) and uncertainties regarding its ultimate
interpretation, no assurances can be given that compensation paid under the
Plans will in fact be deductible if it should, together with other compensation
to any Named Executive Officer, exceed $1,000,000.

21
<PAGE>

VOTE REQUIRED

Approval of each of the Plans requires the separate affirmative vote of a
majority of the voting shares on such Plan (i.e., shares voting for or against
such Plan).

THE BOARD OF DIRECTORS (WITH MESSRS. MURDOCK AND DELORENZO ABSTAINING)
RECOMMENDS A VOTE "FOR" APPROVAL OF EACH OF THE PLANS, INCLUDING THE ELIGIBLE
CLASS OF PARTICIPANTS, THE RESPECTIVE PERFORMANCE GOALS AND THE MAXIMUM
COMPENSATION PAYABLE UNDER EACH OF THE PLANS. Messrs. Murdock and DeLorenzo
will be participants in the Plans and thus eligible to receive compensation
thereunder. Accordingly, they have abstained from such recommendation.

Duly executed proxies not otherwise marked will be voted in favor of each of
the Plans.

AVAILABILITY OF PLANS

Copies of the Plans are available upon request directed to:

Office of the Corporate Secretary
Dole Food Company, Inc.
31355 Oak Crest Drive
Westlake Village, CA 91361

The Compensation Committee believes that the specific performance targets,
thresholds and maximums constitute confidential business information, the
disclosure of which may adversely affect the Company or mislead the public.

PROPOSAL 4

ELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS AND AUDITORS

Upon the recommendation of the Audit Committee, the Board of Directors of the
Company has appointed Arthur Andersen & Co. as the Company's independent public
accountants and auditors for the 1994 fiscal year ending December 31, 1994,
subject to stockholder approval. Arthur Andersen & Co. has served as the
Company's independent public accountants and auditors since 1985.

Services which will be provided to the Company and its subsidiaries by Arthur
Andersen & Co. with respect to the 1994 fiscal year include the examination of
the Company's consolidated financial statements, reviews of quarterly reports,
services related to filings with the SEC and consultations on various tax
matters.

A representative of Arthur Andersen & Co. will be present at the Annual
Meeting to respond to appropriate questions and to make such statements as he
may desire.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ARTHUR
ANDERSEN & CO. AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS AND AUDITORS.

MISCELLANEOUS

OTHER MATTERS

The Board of Directors is not aware of any matters to be brought before the
Annual Meeting other than as stated in the Notice of Annual Meeting. However,
if any other matters properly come before the meeting, it is the intention of
the proxy holders to vote in their discretion on such matters pursuant to the
authority granted in the proxy.

22
<PAGE>

COST OF SOLICITING PROXIES

The expenses of preparing and mailing the Notice of Annual Meeting, the Proxy
Statement and the proxy card(s) will be paid by the Company. In addition to the
solicitation of proxies by mail, proxies may be solicited by directors,
officers and regular employees of the Company (who will receive no additional
compensation) by personal interviews, telephone, telegraph and facsimile. The
Company has retained D. F. King & Co., Inc. to assist in the solicitation of
proxies. D. F. King & Co., Inc. will be paid approximately $5,000, plus out-of-
pocket expenses, for its services. It is anticipated that banks, custodians,
nominees and fiduciaries will forward proxy soliciting material to beneficial
owners of the Company's Common Stock and that such persons will be reimbursed
by the Company for their expenses incurred in so doing.

PROPOSALS OF STOCKHOLDERS

The 1995 Annual Meeting of Stockholders is presently expected to be held on
or about May 19, 1995. To be considered for inclusion in the Company's proxy
statement for the 1995 Annual Meeting, proposals of stockholders intended to be
presented at the 1995 Annual Meeting must be received by the Corporate
Secretary, Dole Food Company, Inc., 31355 Oak Crest Drive, Westlake Village,
California 91361, no later than December 1, 1994.

By Order of the Board of Directors,

/s/ ALAN B. SELLERS

Alan B. Sellers
Corporate Secretary

March 30, 1994

23
<PAGE>

- --------------------------------------------------------------------------------
PROXY

DOLE FOOD COMPANY, INC

PROXY For Common Stock

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints DAVID H. MURDOCK, DAVID A. DeLORENZO and
ALAN B. SELLERS, and each of them, as Proxies, each with full power
of substitution, and each with all powers that the undersigned would possess if
personally present, to vote all of the shares of Common Stock of Dole Food
Company, Inc. (the "Company") which the undersigned may be entitled to vote at
the Annual Meeting of Stockholders of the Company to be held at the JW Marriott
Hotel, 2151 Avenue of the Stars, Los Angeles, California on Thursday, May 12,
1994, at 10:00 a.m. local time, and any adjournments thereof. The undersigned
instructs each of said Proxies, or their substitutes, to vote as specified by
the undersigned on the reverse side and to vote in such manner as they may
determine on any other matters which may properly come before the meeting as
indicated in the Notice of Annual Meeting of Stockholders and Proxy Statement,
receipt of which is hereby acknowledged.

Election of Directors. NOMINEES:

Elaine L. Chao, Mike Curb, David A. DeLorenzo, Richard M. Ferry,
James F. Gary, Frank J. Hata and David H. Murdock

(Important--to be signed and dated on reverse side)

PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS CARD
IN THE ENCLOSED PREPAID ENVELOPE.

SEE REVERSE SIDE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[x] Please mark votes as in this example.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS MADE, FOR ITEMS 1, 2, 3 AND 4 AND AS SAID PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.
---

1. Election of directors (see reverse) [_] FOR [_] WITHHELD

For, except vote withheld from the following nominee(s):

--------------------------------------------------------

2. Approve the Company's Annual FOR AGAINST ABSTAIN
Incentive Plan. [_] [_] [_]

3. Approve the Company's Long
Term Incentive Plan. [_] [_] [_]

4. Elect Arthur Andersen & Co. as
independent public accountants
and auditors for the
1994 fiscal year. [_] [_] [_]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]

NOTE please sign exactly as your name appears on this proxy card. If shares are
held jointly, each holder should sign. executors, administrators, trustees,
guardians, attorneys and agents should give their full titles. If
shareholder is a corporation, sign in full corporate name by the authorized
officer.

Signature: -------------------------- Date: ---------------------

- -------------------------------------------------------------------------------

<PAGE>

DOLE FOOD COMPANY, INC.

ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS

SECTION 1. PURPOSE

The purposes of the Plan are (i) to compensate and reward the
Executive Officers/1/ of the Corporation on an individual basis with annual cash
Bonuses ("Bonuses") for the achievement of pre-established performance goals and
-------
(ii) to stimulate the efforts of such persons by giving them an opportunity to
receive Bonuses directly related to such performance. Maximum amounts payable
will be based upon the application of a formula that includes variables relative
to base salary levels and the degree of the attainment of the applicable
performance goals.

SECTION 2. TERM

Subject to Section 9, the Plan shall be effective as of January 2,
1994 (the "Effective Date") and shall be in effect with respect to each of the
--------------
five years ending December 26, 1998, unless earlier terminated by the
Corporation pursuant to Section 10.

SECTION 3. COVERAGE; ELIGIBLE PERSONS

Each Executive Officer serving as such in any of the positions set
forth in Section 4.1 or any equivalent position at any time during the
applicable Year for which a Bonus may be granted hereunder shall be eligible to
participate and may be a Participant in the Plan, subject to the provisions
hereof. The specific Participants shall be designated by the Committee at the
time performance goal targets are set or, in the case of a person becoming
eligible during a Year, within 30 days after such event. An Eligible Person not
selected to participate in the Plan for any Year may participate in another
annual cash incentive plan of the Corporation for such Year or be selected by
the Committee to participate in the Plan in other Years. An Eligible Person may
not participate concurrently in both the Plan and such other annual incentive
plan.

- ------------------
/1/ This and certain other terms used in the Plan are defined in
Section 13.

1
<PAGE>

SECTION 4. BASE SALARY FACTOR

4.1. Base Salary and Base Salary Factor. Subject to the terms
-----------------------------------
hereof, each Participant's Bonus, if any, shall be determined by reference to
the applicable multiplier (the "Base Salary Factor") of the Participant's base
------------------
salary ("Base Salary") for his or her position at the beginning of the
-----------
applicable year (or, if services commence during the year, in accordance with
the provisions of Section 7.5 and, if the Participant's eligible position
changes during the year, in accordance with the provisions of Section 4.2). The
initial Base Salary of each eligible position shall be his or her Base Salary as
of January 1, 1994 or any later date of appointment as an Eligible Person. The
Base Salary Factors are as follows:

Base Salary Factors
-------------------

Chairman and Chief Executive Officer 75%
Other Participants 50%

4.2. Base Salary Adjustments for Changes in Position. If a
-----------------------------------------------
Participant holds more than one eligible position during any Year, the product
of the Base Salary and the Base Salary Factor of such Participant for purposes
of the Plan for such year shall be computed by (a) multiplying (i) the Base
Salary Factor (as indicated in or pursuant to Section 4.1 above) for each
position, by (ii) the applicable Base Salary for each position, and by (iii) a
fraction, the numerator of which is the number of Periods in the Year during
which such Participant held such position and the denominator of which is the
number of Periods in the applicable Year, and (b) taking the sum of the products
of such calculation.

4.3. Base Salary Limit. Base Salary for purposes of this Plan shall
-----------------
not exceed $900,000.

SECTION 5. PERFORMANCE TARGETS AND GOALS; MAXIMUM BONUSES

5.1. Performance Goals. Performance Goals under the Plan initially
-----------------
shall include one or a combination of the following measures:

Earnings Before Taxes (EBT)

Business Unit Earnings Before Taxes (B/U-EBT)

Cost Reduction (CR)

Subject to the provisions of Section 8, the Committee from time to time, in
respect of Years after the 1994 Year, may use any one or combination of the
Performance Goals (as defined in Section

2
<PAGE>

13.2), weighted in such manner as the Committee may determine pursuant to
Section 6.2. The Applicable Performance Factor with respect to any such
additional or substituted performance goals, subject to such weighting, shall be
as set forth in Section 6.1.

5.2. Pre-Established Targets. For each Year commencing with 1994,
-----------------------
the Committee shall determine the Applicable Performance Goal or Goals and
targets (including applicable Minimum, On Plan and Maximum for applying the
Performance Factors) and the weighting (subject to Section 6.2) of the
---
Performance Goals(and Performance Factors), if more than one Goal applies, in
advance of any applicable deadline for such action under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") for the subject Year.
----
Prior to such deadline, the Committee also shall determine or confirm each
Participant's Base Salary for such Year for purposes of the Plan, subject to
Sections 4 and 8.

5.3. Formula for Determining Maximum Bonus. Subject to Sections 5.4,
-------------------------------------
6.2, 7 and 8, each Participant's maximum Bonus for any Year will be the product
of his or her (a) Base Salary, (b) the Base Salary Factor, and (c) the
Applicable Performance Factor. For the first Year of the Plan, the Applicable
Performance Factors will be the EBT or B/U-EBT Factor and the CR Factor, at the
consolidated level, and for subsequent Years, one or more of the Performance
Factors.

5.4 Maximum Dollar Amount. Notwithstanding any other provision
---------------------
hereof, no Person shall receive any Bonus under the Plan in any Year in excess
of $1,012,500.

SECTION 6. PERFORMANCE FACTORS

6.1. Performance Factor.
------------------

The Applicable Performance Factor for any Year shall be determined in
accordance with the following table, where Minimum, Target and Maximum
represent, respectively, the attainment of the Minimum, On Plan, and Maximum for
the applicable Year, established by the Committee for such purposes:

Applicable
Performance Performance Factor*
------------- ------------------

Less than Minimum 0
Minimum 50%
Target/On Plan 100%
At or Above Maximum 150%

* Applicable Factors for performance between specified performance-to-target
levels above Minimum and below Maximum shall be determined using linear
interpolation.

3
<PAGE>

6.2. Weighting of Factors. If more than one Performance Factor
--------------------
applies to a Participant's bonus opportunity, the weighting of the Factors shall
be as established by the Committee, initially in the ratio of 7 (for the EBT
and/or B/U-EBT Factors) to 3 (for the CR Factor) or, for Years after 1994, in
such other proportion (and including such other or additional Performance
Factors) as the Committee, consistent with Sections 5 and 8, may from time to
time determine in advance of the deadline described in Section 5.2. The maximum
Bonus payable if more than one Performance Factor applies shall be determined by
taking the result obtained by application of the formula set forth in the first
sentence of Section 5.3 to each Performance Goal, multiplying that result by the
weighting factor for that Performance Goal, and taking the sum of the products
of such calculation. Each weighting factor shall be expressed as a fraction
(less than one) or percentage, and the aggregate amount of all weighting factors
shall be one (1) or 100%.

SECTION 7. PAYMENTS

7.1. Time of Payment. Bonuses for any Year shall be payable as soon
---------------
as practicable following the completion of the Company's audit for the Year, but
not later than 90 days after Year end.

7.2. Committee Certification. As a condition to the right of a
-----------------------
Participant to receive any payment under the Plan, the Committee shall first be
required to certify, by resolution of the Committee or other appropriate action,
that the Bonus has been accurately determined in accordance with the provisions
of the Plan and that the Performance Goals and any other material terms were in
fact satisfied.

7.3. Committee Discretion to Reduce Bonuses. The Committee in its
--------------------------------------
sole discretion may reduce the amount payable under the formula provisions of
the Plan as applied to the pre-established goals to any one or more Participants
for any Year as to which the Committee determines that the level of achievement
of the pre-established performance goals was influenced by any extraordinary,
non-recurring event or other factor extraneous to such individual Participant's
performance, or that the Company or applicable Business Unit failed to achieve
other corporate objectives. Subject to Section 8, the Committee may also define
such other conditions and terms of payment of Bonuses (including but not limited
to the achievement of other financial, strategic or individual goals, which may
be objective or subjective) as it may deem desirable in carrying out the
purposes of the Plan, provided, however, that the Committee may not increase the
-------- -------
maximum amount payable hereunder, under the applicable formula or otherwise, to
any individual.

4
<PAGE>

7.4. Deferral. The Committee may determine that payment of all or a
--------
portion of any Bonus may be deferred under a Company-sponsored deferred
compensation plan, if in effect, provided that the amount of any interest
--------
accrued thereon shall not exceed 120% of the Applicable Federal Rate, compounded
semi-annually.

7.5. Payment for Partial Periods.
---------------------------

(a) Effect of Termination of Service. If any Participant ceases to be
--------------------------------
an Eligible Person for any reason (other than a voluntary resignation or
termination for Cause) prior to the end of a Year during which he or she
participates and such person has served as an Executive Officer at least three
Periods during such Year, such Participant (or his or her Beneficiary) may be
paid, subject to Sections 7.2 and 7.3, a prorated Bonus computed as follows:
the Bonus that would have been payable for the full Year shall be multiplied by
a fraction the numerator of which shall be the number of full Periods in the
Year through the date the Participant ceased to be eligible, and the denominator
of which shall be the number of full Periods in the applicable Year. If the
Participant served less than three Periods during such Year or there has been a
Termination of Service for Cause or because of a voluntary resignation, no Bonus
shall be paid hereunder.

(b) Mid-Year Commencement of Service. Notwithstanding the
--------------------------------
provisions of Section 4.1 above, if a Participant's services as an Executive
Officer commence during any year, his or her Base Salary for purposes of the
Plan in that year shall be his or her Base Salary as of the commencement of
services as an Executive Officer, multiplied by a fraction, the numerator of
which is the number of full Periods in the year during which such Participant
held such position and the denominator of which is the number of full Periods in
the applicable Year; provided such person is employed by the Company for at
--------
least three full Periods during the year.

(c) Minimum Service Limits. If the Participant fails to meet
----------------------
the applicable minimum service requirements of this Section 7.5 during such
Year, no Bonus shall be paid hereunder.

7.6. Withholding. The Company that employs the Participant shall
-----------
have the right to deduct any sums required by federal, state or local tax law to
be withheld with respect to the payment of any Bonus. The Company shall have no
obligation to advise any Participant of the existence of the tax or the amount
which the employer corporation will be so required to withhold.

5
<PAGE>

SECTION 8. ADMINISTRATION AND INTERPRETATION

The Plan shall be administered by the Committee, which shall have the
sole authority to make rules and regulations for the administration of the Plan
and to interpret the Plan. The interpretations and decisions of the Committee
with regard to the Plan shall be final, conclusive and binding. The Committee
may request advice or assistance or employ such persons (including, without
limitation, officers and employees of the Company, legal counsel and
accountants) as it deems necessary for the proper administration of the Plan and
may delegate to such persons responsibility for the day-to-day operations of the
Plan not requiring discretion of the Committee hereunder. It is the intent of
the Company that all payments under the Plan qualify as performance-based
compensation under Section 162(m) of the Code and the Plan shall be interpreted
consistent with such intent. Any provision, application or interpretation of
the Plan inconsistent with this intent to satisfy the standards in Section
162(m) of the Code shall be disregarded. The Committee shall have no liability
for its actions taken or omitted in good faith.

SECTION 9. STOCKHOLDER APPROVAL

The Plan shall be subject to approval by a majority of those shares
of Common Stock of the Corporation voting in person or by proxy on the Plan at
the 1994 annual meeting of stockholders. Such stockholder approval shall be a
condition to the right of a Participant to receive any payment hereunder.

SECTION 10. AMENDMENT OR TERMINATION

The Committee may from time to time amend the Plan in any respect or
terminate the Plan, in whole or in part, provided that no such action shall
retroactively impair or otherwise adversely affect the rights of any Participant
to benefits under the Plan which have vested prior to the date of such action.

SECTION 11. RIGHTS OF PARTICIPANTS AND BENEFICIARIES; NO ASSIGNMENT

11.1. Vesting. No rights hereunder shall vest prior to the
-------
Committee's action under Section 7.2.

11.2. Employment Matters. Participation in this Plan shall not be
------------------
construed as constituting a commitment, guarantee, agreement or understanding of
any kind that the Company shall continue to employ any individual.

11.3. No Assignment; No Attachment; No Preference. The Company shall
-------------------------------------------
pay all amounts payable only to the Participant or his or her Beneficiary for
purposes of the Plan. The Company shall not be liable for the debts, contracts,
or engagements of any Participant or his or her Beneficiaries, and rights to

6
<PAGE>

payments under the Plan may not be taken in execution by attachment or
garnishment, or by any other legal or equitable proceeding while in the hands
of the Company; nor shall any Participant or his or her Beneficiaries have any
right to assign, pledge or hypothecate any benefits or payments hereunder; nor
shall any Participant or his or her Beneficiaries have any claims to any assets
of the Company for any payments hereunder which are senior to the claims of the
Company's general creditors.

11.4 Governing Law. This Plan, any Bonuses hereunder, and all other
-------------
related matters shall be governed by, and construed in accordance with the laws
of the State of California, except as to matters of Federal law.

11.5 Reliance on Experts. In making any determination or in taking
-------------------
or not taking any action under the Plan, the Committee may obtain and may rely
upon the advice of experts, including officers and 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.

11.6 Golden Parachute Limitations. In no event shall a payment be
----------------------------
made under the Plan in an amount which would not be fully deductible by the
Company for federal income tax purposes because of Section 280G of the Internal
Revenue Code of 1986, as amended, (the "Code") nor shall any payment hereunder
be accelerated if any portion of such accelerated payment would not be
deductible by the Company because of Section 280G of the Code. If a Participant
would be entitled to benefits or payments hereunder and under any other plan or
program which would constitute "parachute payments" as defined in Section 280G
of the Code, then the Participant may by written notice to the Corporation
designate the order in which such parachute payments shall be reduced or
modified so that the Company is not denied federal income tax deductions for any
"parachute payments" because of Section 280G of the Code.

SECTION 12. ACCELERATION ON CHANGE IN CONTROL AND CERTAIN OTHER EVENTS;
ADJUSTMENTS UPON CERTAIN REORGANIZATIONS, RECAPITALIZATIONS, OR
OTHER MATERIAL CHANGES.

12.1. Fundamental Corporate Changes; Change in Control.
-------------------------------------------------

In the event of a merger, consolidation, or other reorganization in
which the Corporation is not the surviving entity, or a Change in Control, or
upon the sale of substantially all the property of the Corporation as an
entirety to an unaffiliated entity, or upon the dissolution or liquidation of
the Corporation, in any case occurring more than three Periods after the
commencement of a Year, payment shall be made, subject

7
<PAGE>

to Section 7.2 (but with the satisfaction of the applicable performance level or
targets determined on the basis of annualizing the year-to-date results from the
beginning of the applicable Year to the end of the month preceding the date of
such event), on a prorated basis to the date of such event in the manner
contemplated by Section 7.5(a). The Committee shall authorize early payout in
such event, provided that it determines the applicable Performance Goals have
--------
been so met. The amount of the prorated payment shall be discounted at the
Applicable Federal Rate.

12.2. Changes From Material Acquisitions, Dispositions or
--------------------------------------
Recapitalizations; Extraordinary Items; Accounting Changes. In the event of a
- ----------------------------------------------------------
material acquisition or disposition of business or assets, material
recapitalization, a material change in accounting principles or practices during
any Year, or extraordinary gains or losses, that in any case materially affects
the Company or applicable Business Unit and was not anticipated by the Committee
in setting the targets for that Year, the Committee, subject to Section 8, may
make adjustments to the targets for such Year, applied as of the date of such
event, based solely on objective criteria, so as to neutralize, in the
Committee's best judgement, the effect of the change on the applicable pre-
established targets for such Year.

SECTION 13. DEFINITIONS

13.1. Accounting Terms. Except as otherwise expressly provided or
----------------
the context otherwise requires, financial and accounting terms are used as
defined for purposes of, and shall be determined in accordance with, generally
accepted accounting principles, as from time to time in effect, and, if
applicable, as specifically applied and reflected in financial statements of the
Company or the applicable Business Unit, prepared in the ordinary course of
business. Without limiting the generality of the foregoing, such calculations
shall be made after all compensation accruals.

13.2. Defined Terms. For all purposes of the Plan, the following
-------------
definitions shall apply:

"Applicable Federal Rate" means the applicable federal rate determined
-----------------------
under Section 1274(d) of the Code and Treasury Regulations issued thereunder for
the month in which an early payment is made or interest on a deferred payment is
credited hereunder.

"Applicable Performance Factor" means the applicable EBT Factor, B/U-
-----------------------------
EBT Factor, CR Factor, ROE Factor, ROA Factor, B/U-EBT-ROI Factor, or
Productivity Index Factor, or combination thereof as the case may be, weighted
in the manner provided herein, as determined by the Committee consistent with
Sections 5, 6 and 8 for the applicable Year.

8
<PAGE>

"Base Salary" means the base annualized salary (or cash compensation)
-----------
rate of a Participant when the applicable target is set for the applicable Year,
or when the participant first becomes eligible to participate (if other than the
start of the applicable Year), exclusive of any Bonuses, commissions or actual
or imputed income from any Company-provided benefit or perquisite programs,
subject to any limitations in or pursuant to the Plan and prior to any
reductions for salary deferred pursuant to any plan of deferred compensation.

"Base Salary Factor" means the multiplier described in Section 4.1.
------------------

"Beneficiary" means the person designated by a Participant to receive
-----------
any benefits hereunder in the event of the death of the Participant during a
Year or prior to the payment of a Bonus for such Year or, in the absence of a
designated beneficiary, such Participant's estate.

"Bonus" means a cash payment or payment opportunity as the context
-----
requires.

"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.

"B/U-CR" means Cost Reduction applied at the level of the applicable
------
Business Unit rather than on a consolidated basis.

"Business Unit Earnings Before Taxes" or "B/U-EBT" means pre-tax
----------------------------------- -------
earnings before the Business Unit's interest expense for the Year, less the
Business Unit's Capital Charge.

"Capital Charge" means (i) the target ratio of the Company's Debt to
---------------
Total Capital for the Year, as of the beginning of the Year, multiplied by the
Business Unit Net Investment at the beginning of the Year multiplied by the
Company's Cost Of Debt, less (ii) the product of (a) the sum of the Business
Unit's pre-tax earnings before interest expense for the Year and the difference
between the Business Unit Net Investment at the beginning and end of the Year
and (b) the Company's Cost Of Debt, less (iii) the Business Unit's capitalized
interest during the Year.

"B/U-EBT Factor" means the multiple based on performance relative to
--------------
Minimum, On Plan, and Maximum B/U-EBT, as set forth in or pursuant to Section 6.

"B/U-EBT ROI" means B/U-EBT for the Year divided by the average of the
-----------
amounts of Business Unit Net Investment at the end of each quarter of such year.

9
<PAGE>

"B/U-EBT ROI Factor" means the multiple based on performance relative
------------------
to Minimum, On Plan, and Maximum B/U-EBT ROI, as set forth in or pursuant to
Section 6.

"Business Unit Net Investment" means the applicable Business Unit's
----------------------------
total assets less the Business Unit's (i) cash and cash equivalents (short-term
investments), (ii) accounts payable and accrued liabilities, and (iii) minority
interests and deferred credits.

"Cause" means, in the judgment of the Committee, failure to perform
-----
one's duties of employment in a manner acceptable to the Committee or the
person's senior officer (or the Board in the case of the Chief Executive
Officer), conduct injurious to the Company, breach of fiduciary duty, neglect of
duty, willful misconduct or conviction of any felony.

"Change in Control" means and shall be deemed to have occurred if:
-----------------
(a) 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)) becomes the "beneficial owner" (as defined
generally in Rule 13d-3 under Exchange Act), directly or indirectly, of
securities of the Corporation representing 20% or more of the combined voting
power of the Corporation's then outstanding securities, unless such person was,
on the effective date of the Plan, such a beneficial owner of securities
representing 20% or more of such voting power; or (b) during any Period for two
consecutive years, individuals who at the beginning of such Period constitute
the Board cease for any reason to constitute at least a majority thereof, except
to the extent that the election, or the nomination for election by the
Corporation's stockholders, of each new Board member was approved by a vote of
at least three-fourths of the Board members then still in office who were Board
members at the beginning of such Period, with any such new director being deemed
for these purposes to have been an incumbent at the beginning of such Period
(but in case of succession, without duplication).

"Committee" means the Corporate Compensation and Benefits Committee of
---------
the Board or another committee appointed by the Board to administer the Plan and
comprised of two or more Board members, all of whom shall be ineligible to
participate in the Plan during their service on the Committee and (to the extent
required by applicable law and regulations) shall be "outside directors" within
the meaning of Section 162(m).

"Company" includes the Corporation and its subsidiaries, on a
-------
consolidated basis, unless the context otherwise requires.

"Corporation" means Dole Food Company, Inc. and shall include its
-----------
successors and assigns.

10
<PAGE>

"Cost of Debt" or "Cost of Funds" means the weighted average cost of
------------ -------------
short- and long-term debt during the Year immediately preceding the applicable
date of determination.

"Cost Reduction" or "CR" for any Year means a reduction in cost of
-------------- --
goods sold, selling, marketing, general and administrative expenses during the
Year, as compared to a prior year or average of more than one Year, expressed as
an absolute dollar amount, applied to the Company (on a consolidated basis) or
to the applicable Business Unit.

"CR Factor" means the multiple based on performance relative to
---------
Minimum, On Plan, and Maximum CR for the Company (on a consolidated basis) or
the applicable Business Unit, as set forth in or pursuant to Section 6.

"Debt" means the sum of short-term and long-term debt.
----

"Earnings Before Income Taxes" or "EBT" for any Year means the
---------------------------- ---
consolidated net income of the Corporation for such Year before income taxes.

"EBT Factor" means the multiple based on performance relative to
----------
Minimum, On Plan, and Maximum EBT for the applicable Year, as set forth in or
pursuant to Section 6.

"Eligible Person" means an Executive Officer of the Corporation.
---------------

"Executive Officer" has the meaning set forth in Rule 3b-7 under the
-----------------
Securities Exchange Act of 1934 and refers to the individuals confirmed to be
within such definition by the Committee.

"Maximum" means either the maximum payout or the level of performance
-------
at or above which such payout may be made, as the context requires, expressed as
a dollar amount or percentage of the Target amount.

"Minimum" has the same meaning as Threshold.
-------

"On Plan" has the same meaning as Target and reflects the performance
-------
level required for an Applicable Performance Factor of 1.00 (i.e., a payment
opportunity equal to 100% of the product of Base Salary and the Base Salary
Factor in the applicable Year).

"Participant" in respect of a Plan Year means an Executive Officer at
-----------
any time during the Year who is designated to participate in the Plan for such
Year by the Committee.

"Performance Factors" means the EBT Factor, the B/U-EBT Factor, the CR
-------------------
Factor, or, as contemplated by Section 5.1, the

11
<PAGE>

ROE Factor, the ROA Factor, the Productivity Index Factor, the B/U-EBT ROI
Factor, or any combination thereof, to the extent provided by the Committee
pursuant to Sections 5 and 6 and subject to Section 8.

"Performance Goals" include EBT, B/U-EBT, ROE, ROA, B/U EBT-ROI, and,
-----------------
at the Business Unit or Company (consolidated) level, CR and the Productivity
Index.

"Period" means the four-week accounting cycle of the Company.
------

"Productivity Index" means the weighted average cost per unit of
------------------
production divided by the standard or budgeted cost per unit of production for
the products included in such Index of the Company (on a consolidated basis) or
the applicable Business Unit or Units.

"Productivity Index Factor" means the Performance Factor multiple
-------------------------
based on performance relative to Minimum, On Plan and Maximum Productivity
Index, for the Company (on a consolidated basis) or the applicable Business
Unit, as set forth in or pursuant to Section 6.

"Return on Average Common Equity" or "ROE" means consolidated net
------------------------------- ---
income to common stockholders for the Year divided by the average of the
beginning and ending total common stockholders equity during the Year.

"ROE Factor" means the Performance Factor multiple based on
----------
performance relative to Minimum, On Plan and Maximum ROE, as set forth in or
pursuant to Section 6.

"Return on Average Assets" or "ROA" means consolidated net income
------------------------ ---
divided by the average of the beginning and ending total assets of the Company.

"ROA Factor" means the Performance Factor multiple based on
----------
performance relative to Minimum, On Plan and Maximum ROA, as set forth in or
pursuant to Section 6.

"Target" means "On Plan" and represents a performance level that is a
------
precondition to a payout under the formula provisions of the Plan at a
Performance Factor of 1.00 or 100% of the product of the Base Salary and the
Base Salary Factor. When used with lower case, "target" means a Minimum,
Threshold and/or Maximum, as the context requires.

"Termination of Service" means a termination of Service from the
----------------------
Company for any reason, whether voluntary or involuntary, including death or
disability.

12
<PAGE>

"Threshold" or "Minimum" means the minimum level of performance
--------- --------
relative to an On Plan target required to generate a payment under the Plan for
the applicable Year.

"Total Capital" means Debt plus total stockholders equity.
-------------

"Year" or "Plan Year" means the applicable fiscal year of the
---- ---------
Corporation.

13
<PAGE>

DOLE FOOD COMPANY, INC.

LONG-TERM INCENTIVE PLAN FOR EXECUTIVE OFFICERS
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
-----
<S> <C>
I. PURPOSE....................................................... 1

II. PLAN DESCRIPTION.............................................. 1
2.1 Participation............................................ 1
2.2 Description of Awards.................................... 1
2.3 Performance Measurement and Goals........................ 1

III. ADMINISTRATION................................................ 2
3.1 Role of the Committee................................... 3
3.2 Committee Certification................................. 3
3.3 Committee Discretion to Reduce Bonuses.................. 3
3.4 No Authority to Increase Bonuses........................ 3
3.5 Finality of Action; Exercise of Discretion.............. 3

IV. PERFORMANCE GOALS AND FACTORS................................. 4

4.1 Formula for Determining Awards; Base Salary and
Performance Factors..................................... 4
4.2 Base Salary Limit....................................... 4
4.3 Performance Goals....................................... 4
4.4 Pre-Established Targets................................. 4
4.5 Applicable Performance Factors and Weighting for
Determining Maximum Bonus Opportunity................... 4
4.6 Specific Performance Factors............................ 5
4.7 Maximum Dollar Amount................................... 5
4.8 Effect of Termination of Service........................ 5
4.9 New Participants........................................ 6
4.10 Intracompany and Position Transfers..................... 6
4.11 Award Payout............................................ 6
4.12 Deferral Option......................................... 7
4.13 Acceleration of Award Opportunities..................... 7
4.14 Adjustments Upon Acquisitions, Dispositions,
Recapitalizations, Extraordinary Items or Changes in
Accounting.............................................. 8

V. TERM; AMENDMENT AND TERMINATION OF THE PLAN..................... 8

5.1 Term.................................................... 8
5.2 Stockholder Approval.................................... 8
5.3 Amendments or Termination............................... 8
5.4 Effect of Plan Termination.............................. 9

VI. DISCRETIONARY NATURE OF GRANTS AND PAYOUTS..................... 9

6.1 No Assurance of Participation........................... 9
6.2 No Assurance of Continued Employment.................... 9
6.3 Disqualification........................................ 9
6.4 Vesting................................................. 9

VII. OTHER PROVISIONS.............................................. 10
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
7.1 Nonassignability....................................... 10
7.2 Designation of Beneficiaries........................... 10
7.3 Unsecured Status of Claim.............................. 10
7.4 Right of Offset........................................ 11
7.5 Tax Withholding........................................ 11
7.6 Validity............................................... 11
7.7 Inurement of Rights and Obligation..................... 11
7.8 Applicable Law......................................... 11
7.9 Golden Parachute Limitations........................... 11

VIII. DEFINITIONS; RULES OF CONSTRUCTION AND INTERPRETATION...... 12

8.1 Rules of Construction.................................. 12
8.2 Financial and Accounting Terms......................... 12
8.3 Section 162(m)......................................... 12
8.4 Defined Terms.......................................... 12
</TABLE>
ii
<PAGE>

DOLE FOOD COMPANY, INC.
LONG-TERM INCENTIVE PLAN FOR EXECUTIVE OFFICERS

I. PURPOSE.

The primary purpose of the Plan is to enhance the long-term
performance of the Company/1/ by linking a meaningful portion of each
Participant's compensation to the achievement of specific long-term financial
objectives of the Company and the Company's various Business Units. The Plan
also is designed to enhance the Company's ability to attract and retain high
quality management talent by providing, in conjunction with other compensation
plans offered by the Company, a competitive, performance-based total
compensation package.

II. PLAN DESCRIPTION.

2.1 PARTICIPATION. Awards may be granted only to Eligible Persons.
Actual Participants in the Plan shall be determined for each Cycle by the
Committee. An Eligible Person not selected to participate in the Plan for any
Cycle may participate in another long-term cash incentive plan of the
Corporation for such Year or be selected by the Committee to participate in the
Plan in other Cycles. An Eligible Person may not participate concurrently in
both the Plan and such other long-term cash incentive plan.

2.2 DESCRIPTION OF AWARDS. Awards granted under the Plan provide
Participants with the opportunity to earn a cash payment ("bonus") following the
end of a Performance Cycle based upon the level of performance of the Company
and/or Business Unit, as the case may be, against specific financial and/or
strategic performance goals established for the Performance Cycle by the
Committee. Each Award granted under the Plan shall consist of a Minimum (or
Threshold), On Plan (or Target) and Maximum payment opportunity expressed as a
multiple ("Applicable Performance Factor") of the product of a Participant's
-----------------------------
Base Salary and the applicable Base Salary Factor, as provided in Article IV.
Threshold, Target and Maximum payment opportunities for each Participant shall
be established by the Committee for each Performance Cycle and shall be
contained in the Participant's Award Agreement.

2.3 PERFORMANCE MEASUREMENT AND GOALS. Specific performance targets
and the relationship between achievement and payout opportunity shall be
determined by the Committee for each

- ----------------------
/1/ This and certain other terms used in the Plan are defined in
Article VIII.

<PAGE>

Performance Cycle and described or referenced in the Participant's Award
Agreement, but shall constitute confidential, proprietary business information
of the Company.

III. ADMINISTRATION.

3.1 ROLE OF THE COMMITTEE. The Plan shall be administered by the
Committee. Actions of the Committee with respect to the administration of the
Plan shall be taken pursuant to a majority vote or the unanimous written consent
of its members. The Committee may delegate ministerial, accounting, record-
keeping and similar functions necessary for the administration of the Plan to
individuals who are officers or employees of the Company. Subject to the
express provisions of the Plan, the Committee shall have the authority

(a) to construe, interpret and administer the Plan and any
agreements defining the rights and obligations of the Company and
Participants under the Plan,

(b) to further define the terms used in the Plan,

(d) to determine the duration and purposes of leaves of absence
which may be granted to Participants without constituting a Termination of
Service for purposes of the Plan,

(e) to designate Plan Participants,

(f) to establish the size of Awards made to Participants under
the Plan and the Performance Goals for the Cycles, and the targets and
weighting of Performance Goals used to determine whether payments are
earned under the Plan,

(g) to determine when Awards shall be granted under the Plan,

(h) to validate the level of achievement in terms of goals or
objectives established for the Plan and to collect and interpret financial
results relative to performance measures, targets and objectives,

(i) to evaluate performance measures or targets or specific
numerical objectives during a Performance Cycle to determine (subject to
Section 8.3) whether adjustments are necessary for extraordinary events or
changes in capitalization, changes in accounting principles or policies, or
other events that were not contemplated when

2
<PAGE>

Awards were made or that are outside of the reasonable responsibility or
control of the Participants or make other adjustments as the Committee
deems appropriate, reasonable or equitable to reflect materially changed
circumstances of the Company or the applicable Business Unit from those
existing at the time the applicable targets or goals were established, in
accordance with the terms and limits of the Plan,

(j) to evaluate the extent to which the applicable Performance
Goals were achieved and determine, compute and certify the extent of
amounts payable,

(k) to reduce formula-based payment opportunities based upon
objective or subjective criteria deemed by the Committee to be appropriate
and in furtherance of the compensation policies of the Company, and

(l) to make all other determinations necessary or advisable for
the administration of the Plan.

The determination of the Committee on the foregoing matters need not be the same
from Cycle to Cycle or for all Participants in like manner in respect of a
single Performance Cycle.

3.2 COMMITTEE CERTIFICATION. No payment shall be made and no
Participant shall be entitled to receive any payment under the Plan, unless the
Committee shall have first certified, by resolution of the Committee or other
appropriate action, that the payment amount has been accurately determined in
accordance with the provisions of the Plan and the applicable Performance Goals
and any other material terms have been satisfied.

3.3 COMMITTEE DISCRETION TO REDUCE BONUSES. The Committee in its
sole discretion may reduce the maximum amount payable hereunder to any one or
more Participants for any Cycle in which it determines that (a) the achievement
of the pre-established Performance Goals was influenced by any unusual,
extraordinary, non-recurring event or other factor extraneous to individual
performance, or (b) in its judgement, the failure to meet other corporate
objectives in any respect or Period(s) within the Cycle warrants such reduction,
or (c) the Company or the individual failed to achieve other financial,
strategic or personal goals, which may be objective or subjective.

3.4 NO AUTHORITY TO INCREASE BONUSES. Subject to Section 4.14 and
8.3, the Committee may not increase the maximum amount payable to any individual
based on the formula or other provisions of the Plan.

3.5 FINALITY OF ACTION; EXERCISE OF DISCRETION. Any action taken by,
or inaction of, the Company, and Business Unit, the Board or the Committee
relating to the Plan shall be within

3
<PAGE>

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 Company or any Business Unit, shall be liable for any such action or
inaction, or the action or inaction of another person, except in circumstances
involving his or her bad faith. Subject only to compliance with the express
provisions hereof, the Committee may act in its absolute discretion in all
matters related to the Plan.

IV. PERFORMANCE GOALS AND FACTORS.

4.1 FORMULA FOR DETERMINING AWARDS; BASE SALARY AND PERFORMANCE
FACTORS. Subject to the terms hereof, each Participant's maximum bonus
opportunity under the Plan shall be the product of his or her Base Salary, the
Base Salary Factor for the applicable Cycle and, subject to Section 4.5, the
Applicable Performance Factor. The Base Salary Factors shall be as follows:

Base Salary Factors
-------------------

Office of the Chairman 150%
Other Participants 75% - 100% *

* The specific factor shall be within this range and determined by the
Committee at the time the applicable performance targets are established
pursuant to Section 4.4.

4.2 BASE SALARY LIMIT. Base Salary for purposes of the Plan shall
not exceed $800,000 during the first Cycle, $900,000 during the second Cycle and
$1,000,000 during the third Cycle.

4.3 PERFORMANCE GOALS. Performance Goals under the Plan shall
include one or a combination of the following:

Earnings Before Taxes (EBT)
Business Unit Earnings Before Taxes (B/U-EBT)

4.4 PRE-ESTABLISHED TARGETS. For each Cycle commencing with 1994,
the Committee shall determine the applicable EBT and B/U-EBT targets (including
the applicable Minimum, On Plan and Maximum for applying the Performance
Factors) and the weighting of such goals, if more than one goal is applicable,
in advance of any applicable deadline for such action under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code") for the subject
Cycle. ----

4.5 APPLICABLE PERFORMANCE FACTORS AND WEIGHTING FOR DETERMINING
MAXIMUM BONUS OPPORTUNITY. For Participants in the Office of the Chairman (or
having similar responsibilities), the Applicable Performance Factor in the first
Cycle shall be the EBT Factor and in the second or third Cycles any one or a
weighted

4
<PAGE>

average of the EBT and B/U-EBT Factors, as determined by the Committee. For any
other Participants, the Applicable Performance Factor will be any one or a
weighted average of the EBT Factor and the B/U-EBT Factor. The initial
weighting where both Factors apply shall be in such proportion as the Committee,
consistent with Section 8.3, may from time to time determine in advance of the
deadline described in Section 4.4. The maximum bonus payable if more than one
Performance Factor applies shall be determined by taking the result obtained by
application of the formula set forth in the first sentence of this Section 4.5
to each Performance Goal, multiplying that result by the weighting factor for
that Performance Goal and taking the sum of the products of such calculation.
Each weighting factor shall be expressed as a fraction (less than one) or
percentage, and the aggregate amount of all weighting factors shall be one (1)
or 100%.

4.6 SPECIFIC PERFORMANCE FACTORS. The EBT or B/U-EBT Factor for any
Cycle shall be determined in accordance with the following table, where Minimum,
Target and Maximum represent, respectively, the attainment of the Minimum, On
Plan, and Maximum for the applicable Cycle, established by the Committee for
such purposes:

EBT or B/U-EBT Applicable
Performance EBT or B/U-EBT Factor*
----------- ---------------------

Less than Minimum 0
Minimum 50%
Target 100%
At or Above Maximum 150%

* Applicable Factors for performance between specified Performance-to-Target
levels above Minimum and below Maximum shall be determined using linear
interpolation (applied to the targets in the manner specified by the Committee).

4.7 MAXIMUM DOLLAR AMOUNT. Notwithstanding any other provision
hereof, no Person shall receive any bonus under the Plan in excess of $1,800,000
for the first Cycle, $2,025,000 for the second Cycle, and $2,250,000 for the
third Cycle.

4.8 EFFECT OF TERMINATION OF SERVICE. If a Participant has a
Termination of Service during a Performance Cycle (other than because of a
voluntary resignation or termination by the Company for Cause) after at least
thirteen Periods of service as a Participant, the Participant shall remain
eligible to receive a prorated payment under the Plan. The maximum amount of
such payment shall be determined by multiplying the amount that the Participant
would have received if the Termination of Service had not occurred by a factor
equal to the number of full Periods of Service by the Participant during the

5
<PAGE>

Performance Cycle divided by the number of full Periods in the Performance
Cycle. Unless accelerated consistent with the provisions of Section(s) 4.13 and
8.3 in connection with or after the Termination of Service or other event
described in Section 4.13, prorated payments may only be made at the same time
as other payments under the Plan for the Performance Cycle in which the
Termination of Service occurred. If the foregoing minimum service requirement
is not met or a Participant's Termination of Service occurs during a Performance
Cycle for Cause or because of a voluntary resignation, the Participant's
opportunity to receive any payment under the Plan for the Performance Cycle
shall terminate, and no payout shall be made under the Plan.

4.9 NEW PARTICIPANTS. Subject to Section 8.3, an Eligible Person
may become a Participant in the Plan at any time before the end of the second
year of the Cycle, at the discretion of the Committee. If an Eligible Person
becomes a Participant during a Performance Cycle, the Participant's payment
opportunity shall be prorated by a factor equal to the number of full Periods
that the Eligible Officer was a Participant during the Performance Cycle divided
by the number of full Periods in the Performance Cycle. In calculating such
Participant's payment opportunity, the performance achievement level shall be
measured over the entire Performance Cycle; provided that if interim targets
--------
within the Cycle were established by the Committee in setting the targets for
the Cycle, any payout to such Participant shall be further conditioned upon the
achievement of such performance targets on a cumulative basis for the remainder
of the Cycle.

4.10 INTRACOMPANY AND POSITION TRANSFERS. If a Participant
participates in more than one capacity during any Cycle, the product of his or
her Base Salary and Base Salary Factor for purposes of the Plan for such year
shall be computed by (a) multiplying (i) the Base Salary Factor (as indicated in
or pursuant to Section 4.1 above) for each position by (ii) the applicable Base
Salary for such position, and by (iii) a factor equal to the number of full
Periods that the Eligible Officer was a Participant in each position during the
Performance Cycle divided by the number of full Periods in the Performance
Cycle, and (b) taking the sum of the products of such calculation. In
determining prorated payments for Participants affiliated with more than one
Business Unit (or more than one Business Unit/Company combination) during a
Cycle, performance achievement for each component (whether Business Unit or
Company) shall be measured over the entire Cycle, while the weighting of each
component shall be determined according to each Participant's Award Agreement,
as the same may be amended consistent herewith.

4.11 AWARD PAYOUT. Subject to opportunities to defer the receipt of
payment in accordance with Section 4.12 below and to accelerate payment under
Section 4.13, payment of any amounts which may be payable under the Plan shall
be in cash equivalent,

6
<PAGE>

payable as follows: one-half of the Award (as certified by the Committee
pursuant to Section 3.2 of the Plan) will be paid within ninety (90) days
following the completion of the Performance Cycle. The remaining one-half of
the Award for the Cycle will be paid, with interest from the day after the end
of the Cycle to the date paid, at the lesser of (a) the Company's Cost of Funds,
or (b) 120% of the Applicable Federal Rate, upon the first anniversary of the
completion of the Cycle, provided that the Participant's employment has
-------------
continued through such date, unless the Committee otherwise permits. Deferred
portions of Awards and associated interest accumulated thereon to the date of
payment will become immediately payable in the event of a Change in Control or a
Termination of Service for any reason other than for Cause or voluntary
resignation during such extended one-year Period.

4.12 DEFERRAL OPTION. The Committee may permit a Participant to
irrevocably elect to voluntarily defer payments vested in accordance with the
terms of any deferral plan adopted by the Company, provided that the amount of
-------- ----
any interest accrued thereon shall not exceed 120% of the Applicable Federal
Rate, compounded semi-annually.

4.13 ACCELERATION OF AWARD PAYOUT OPPORTUNITIES.

(a) Acceleration. Subject to Section 3.2 (certification), the
------------
Committee may authorize early payment of an Award if, at least one Year
after the commencement of a Cycle, a Participant's employment terminates
for any reason, other than a voluntary resignation or a termination for
Cause, or there shall occur an event described in Section 4.13(b)
(including a Change in Control), provided that the Committee determines
-------------
that the applicable Performance Goals have been met through the date of
such termination on the basis of achievement of Performance Goals relative
to targets to the date of such event and the amount of the payment is
discounted at the Applicable Federal Rate, compounded semi-annually, and
prorated based on time, in the manner contemplated by Section 4.8.

(b) Fundamental Corporate Changes; Change in Control. In the event of
------------------------------------------------
a merger, consolidation, or other reorganization in which the Corporation
is not the surviving entity, or a Change in Control, or upon the sale of
substantially all the property of the Corporation as an entirety to an
unaffiliated entity, or upon the dissolution or liquidation of the
Corporation, payment shall be made, subject to Section 3.2 (but with the
satisfaction of the applicable performance level or targets determined on
the basis of the Cycle-to-date results from the beginning of the applicable
Cycle to the end of the month preceding the date of such event), on a
prorated basis to the date of such event in the manner contemplated by
Section 4.8. The

7
<PAGE>

Committee shall authorize early payout in such event, provided that it
determines that the applicable Performance Goals have been so met. The
amount of the prorated payment shall be discounted at the Applicable
Federal Rate.

4.14 ADJUSTMENTS UPON ACQUISITIONS, DISPOSITIONS, RECAPITALIZATIONS,
EXTRAORDINARY ITEMS OR CHANGES IN ACCOUNTING.

(a) Changes From Material Acquisitions, Dispositions or
---------------------------------------------------
Recapitalizations. In the event of a material acquisition or
-----------------
disposition of business or assets, a material recapitalization or
restructuring, or any extraordinary gain or loss, that affects the Company
(on a consolidated basis) or the applicable Business Unit and was not
anticipated by the Committee in setting the targets for the applicable
Cycle, the Committee, subject to Section 8.3, may make adjustments to the
targets for such Cycle, applied as of the date of such event, based solely
on objective criteria, so as to neutralize, in the Committee's best
judgement, the effect of the change on the applicable pre-established
targets for such Cycle.

(b) Accounting Matters. Similar changes shall be made in the case of
------------------
material changes in accounting policies or practices affecting the Company
or the applicable Business Unit, to the extent any such material change was
not anticipated at the time the targets were set, based on objective
criteria so as to neutralize, in the Committee's best judgement, the effect
of the change or event on the applicable pre-established targets for such
Cycle.

V. TERM; AMENDMENT AND TERMINATION OF THE PLAN.

5.1 TERM. Subject to Sections 5.2 and 5.3, the Plan shall be
effective as of January 2, 1994 (the "Effective Date") and shall be in
--------------
effect in respect of and through the three Cycles then commencing, unless
earlier terminated by the Committee pursuant to Section 5.3.

5.2 STOCKHOLDER APPROVAL. The Plan shall be subject to approval
by a majority of those shares voting, in person or by proxy, on the Plan at
the 1994 annual meeting of stockholders. Such stockholder approval shall
be a condition to the right of a Participant to receive any payment
hereunder.

5.3 AMENDMENTS OR TERMINATION. The Committee may, at any time,
terminate or, from time to time amend, modify or suspend the Plan (or any
part thereof). No such action shall retroactively impair or otherwise
adversely affect the rights of any Participant to benefits under the Plan
which have vested pursuant to Section 6.4 prior to the date of such action.

8
<PAGE>

5.4 EFFECT OF PLAN TERMINATION. If the Committee terminates or
suspends the Plan during a Cycle, the Committee may provide Participants
with a prorated payment for such Cycle based on the number of full Periods
of the Cycle completed at the time of the Committee's action divided by the
number of full Periods in the Cycle. Performance for determining the
amount of such prorated payments shall be based in the Committee's
discretion on the entire Cycle or, if payout is to be accelerated, on the
basis of performance through the date of the Committee's action, as
contemplated by Section 4.13. If performance continues to be measured over
the original Cycle, payment of any earned amounts shall be made following
completion of the Cycle, as provided in Section 4.11. If performance
is measured over a shorter Period, payment of any amounts shall be made
within 90 days following the completion of the revised performance
measurement term, subject to Sections 6.4 and 8.3.

VI. DISCRETIONARY NATURE OF GRANTS AND PAYOUTS.

6.1 NO ASSURANCE OF PARTICIPATION. Status as an Eligible Person
shall not be construed as a commitment that any Award will be made under
the Plan or to Eligible Persons generally.

6.2 NO ASSURANCE OF CONTINUED EMPLOYMENT. Nothing contained in
the Plan or in Award Agreements or in any other documents related to the
Plan shall confer upon any Eligible Person or Participant any right to
continue in the employ of the Company or constitute any contract or
agreement of employment, or interfere in any way with the right of the
Company to reduce such person's compensation or other benefits or to
terminate the employment of such Eligible Person or Participant, with or
without Cause. However, nothing contained in the Plan or any document
related thereto shall affect any other contractual right of any Eligible
Person or Participant.

6.3 DISQUALIFICATION. Members of the Board who are not officers
or employees of the Company, and members of the Committee during the Period
of their service on the Committee, shall be ineligible to be granted Awards
under the Plan.

6.4 VESTING. Rights under the Plan shall not vest prior to the
Committee's action under Section 3.2 and confirmation of the amount to be
paid and, with respect to mandatorily deferred portions of any such amount,
completion of the additional year of service contemplated by Section 4.11.
Such rights thereafter shall be solely as an unsecured general creditor of
the Corporation.

9
<PAGE>

VII. OTHER PROVISIONS.

7.1 NONASSIGNABILITY. No Participant shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, hypothecate or convey in advance of actual receipt any benefit
payable under the Plan, or any part thereof, or any interest therein, which
are, and all rights to which are, expressly declared to be unassignable and
non-transferable. No portion of the amounts payable under the Plan shall,
prior to actual payment, be subject to seizure, attachment, lien or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable
by operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency. Any such transfer in violation of the preceding
provisions shall be considered null and void.

7.2 DESIGNATION OF BENEFICIARIES. Each Participant shall have
the right at any time to designate any person or persons as beneficiaries
to whom any benefits provided under the Plan shall be distributed in the
event of the Participant's death prior to distribution of all benefits due
the Participant under the Plan. Each beneficiary designation shall be
effective only when filed in writing with the Company during a
Participant's lifetime on a Beneficiary Designation Form approved by the
Company. If a Participant designates more than one beneficiary,
distribution of any payment due the Participant under the Plan shall be
made in equal proportions to each beneficiary unless otherwise stated on
the Beneficiary Designation Form.

The filing of a new Beneficiary Designation Form shall cancel all
designations previously filed. Any finalized divorce or marriage (other
than a common law marriage) of a Participant subsequent to the date of
filing of a Beneficiary Designation Form shall revoke such designation,
unless (a) in the case of divorce, the previous spouse was not designated
as beneficiary, or (b) in the case of marriage, the Participant's new
spouse had been previously designated as beneficiary. The spouse of a
married Participant shall join in any designation of a beneficiary other
than the spouse. If a Participant fails to designate a beneficiary as
provided for above, if the beneficiary designation is revoked by marriage,
divorce or otherwise, or if the beneficiary predeceases the Participant
without execution of a new designation, then the Committee shall direct the
distribution of Plan benefits to the Participant's estate.

7.3 UNSECURED STATUS OF CLAIM. Participants and their
beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests or claims in respect of any unvested benefits
under the Plan, and no rights, interests or claims as to any vested
benefits in any specific property or assets of the Company. No asset of
the Company shall be held under any trust for the benefit of Participants,
their

10
<PAGE>

beneficiaries, heirs, successors or assigns, or held in any way as
collateral security for the fulfillment of the Company's obligations under
the Plan.

7.4 RIGHT OF OFFSET. If a Participant becomes entitled to a
payment under the Plan and if at such time the Participant has outstanding
any debt, obligation or other liability representing an amount owing to the
Company, then the Company, to the maximum extent permitted by law, may
offset such amount against the amount of the payment otherwise due the
Participant under the Plan.

7.5 TAX WITHHOLDING. The Company shall withhold from any
payment due under the Plan an amount sufficient to satisfy all and any
amounts required by applicable federal, state and local laws with respect
to such payment. The Company shall have no obligation to advise any
Participant of the existence of any tax or the amount which the employer
corporation may be so required to withhold.

7.6 VALIDITY. In the event that any provision of the Plan is
held to be invalid or unenforceable, the same shall not affect, in any way
whatsoever, the validity of any other provision of the Plan.

7.7 INUREMENT OF RIGHTS AND OBLIGATIONS. Any rights and
obligations under the Plan shall inure to the benefit of, and shall be
binding upon the Corporation, its successors and assigns, Participants and
Beneficiaries.

7.8 APPLICABLE LAW. The Plan and any related documents and
matters shall be governed in accordance with the laws of the State of
California, except as to matters of Federal law.

7.9 GOLDEN PARACHUTE LIMITATIONS. In no event shall a payment
be made under the Plan in an amount which would not be fully deductible by
the Company for federal income tax purposes because of Section 280G of the
Internal Revenue Code of 1986, as amended, (the "Code") nor shall any
----
payment hereunder be accelerated if any portion of such accelerated payment
would not be deductible by the Company because of Section 280G of the Code.
If a Participant would be entitled to benefits or payments hereunder and
under any other plan or program which would constitute "parachute payments"
as defined in Section 280G of the Code, then the Participant may by written
notice to the Corporation designate the order in which such parachute
payments shall be reduced or modified so that the Company is not denied
federal income tax deductions for any "parachute payments" because of
Section 280G of the Code.

11
<PAGE>

VIII. DEFINITIONS; RULES OF CONSTRUCTION AND INTERPRETATION.

8.1 RULES OF CONSTRUCTION. For all purposes of the Plan and
Award Agreements, unless otherwise expressly provided or the context
otherwise requires,

(a) the terms used in the Plan, and not otherwise defined have
the meaning assigned to them in this Article VIII, and the terms include
the plural and the singular,

(b) all references in this Plan to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections
and other subdivisions of the body of this Plan, and

8.2 FINANCIAL AND ACCOUNTING TERMS. Except as otherwise expressly
provided or the context otherwise requires, financial and accounting terms are
used as defined for purposes of, and shall be determined in accordance with,
generally accepted accounting principles, as from time to time in effect, and,
if applicable, as specifically applied and reflected in financial statements of
the Company or the applicable Business Unit, prepared in the ordinary course of
business and, without limiting the generality of the foregoing, after all
compensation accruals.

8.3 SECTION 162(M). It is the intent of the Company that all
payments under the Plan qualify as performance-based compensation under Section
162(m) of the Code and the Plan shall be interpreted consistent with such
intent. Any inconsistent provision shall be disregarded.

8.4 DEFINED TERMS. For all purposes of the Plan, the following
definitions shall apply:

"APPLICABLE FEDERAL RATE" means the applicable federal rate determined
under Section 1274(d) of the Code and Treasury Regulations issued
thereunder for the month in which an early payment is made or interest on a
deferred payment is credited under the Plan.

"APPLICABLE PERFORMANCE FACTOR" means the applicable EBT Factor and/or B/U-
EBT Factor, weighted in the manner provided herein, as determined by the
Committee consistent with the terms hereof, for the applicable Cycle.

"AWARD" shall mean the grant of the opportunity to earn a payment or bonus
under the Plan.

12
<PAGE>

"AWARD AGREEMENT" shall mean a written agreement entered into between the
Corporation and a Participant setting forth the terms and conditions with
respect to an Award. Such agreement shall specify the payment opportunity
associated with the Award, the performance measures and objectives on which
such opportunity is based, and the applicable Cycle and, if applicable,
the period of time over which performance shall be measured for determining
amount of any payment.

"BASE SALARY" means the average of the base annualized salary (or cash
compensation) rate of a Participant as of the beginning of each year of
participation in the applicable Cycle (or the time during the Cycle when a
Participant first commences participation in the Plan), exclusive of any
bonuses, commissions or actual or imputed income from any Company-provided
benefit or perquisite programs, subject to any limitations in or pursuant
to the Plan and prior to any reductions for salary deferred pursuant to any
plan of deferred compensation.

"BASE SALARY FACTOR" means the multiple of Base Salary as set forth in or
pursuant to Section 4.1.

"BENEFICIARY" means the person designated by a Participant to receive any
benefits hereunder in the event of the death of the Participant during a
Cycle or prior to the payment of a bonus for such Cycle or, in the absence
of a designated beneficiary, such Participant's estate.

"BOARD" shall mean the Board of Directors of the Company.

"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.

"BUSINESS UNIT EARNINGS BEFORE TAXES" OR "B/U-EBT" means the sum of the
pre-tax earnings before the Business Unit's interest expense, less the
Business Unit's Capital Charge for each Year of the Cycle.

"CAPITAL CHARGE" means (i) the target ratio of the Company's Debt to
Total Capital for each Year of the Cycle, as of the beginning of the
Year, multiplied by the Business Unit Net Investment at the beginning
of such Year, multiplied by the Company's Cost of Debt, less (ii) the
product of (a) the sum of (1) the Business Unit's pre-tax earnings
before interest expense for the Year and (2) the difference between
the Business Unit Net Investment at the beginning and end of the Year
and (b) the Company's Cost of Debt, less

13
<PAGE>

(iii) the Business Unit's capitalized interest during such Year.

"DEBT" means the sum of short-term and long-term debt.

"NET INVESTMENT" means the applicable Business Unit's total assets
less the Business Unit's (i) cash and cash equivalents (short-term
investments), (ii) accounts payable and accrued liabilities, and (iii)
minority interests and deferred credits.

"TOTAL CAPITAL" means Debt plus total stockholders' equity.

"B/U-EBT FACTOR" means the multiple based on performance relative to
Minimum, On Plan, and Maximum B/U-EBT, as set forth in or pursuant to
Section 4.6.

"CAUSE" means, in the judgment of the Committee, failure to perform one's
duties of employment in a manner acceptable to the Committee or the
person's senior officer (or the Board in the case of the Chief Executive
Officer), conduct injurious to the Company, breach of fiduciary duty,
neglect of duty, willful misconduct, or conviction of any felony.

"CHANGE IN CONTROL" means and shall be deemed to have occurred if: (a) 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) becomes the "beneficial owner" (as defined
generally in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 20% or more of the combined
voting power of the Corporation's then outstanding securities, unless such
person was, on the effective date of the Plan, such a beneficial owner of
securities representing 20% or more of such voting power; or (b) during any
Period for two consecutive years, individuals who at the beginning of such
Period constitute the Board cease for any reason to constitute at least a
majority thereof, except to the extent that the election, or the nomination
for election by the Corporation's stockholders, of each new Board member
was approved by a vote of at least three-fourths of the Board members then
still in office who were Board members at the beginning of such Period,
with any such new director being deemed for these purposes to have been an
incumbent at the beginning of such Period (but in case of succession,
without duplication).

"COMMITTEE" means the Corporate Compensation and Benefits Committee of the
Board or another committee appointed by the Board to administer the Plan
and comprised of two or more Board members, all of whom shall be ineligible
to

14
<PAGE>

participate in the Plan during their service on the Committee and (to the
extent then required by applicable law and regulations) shall be "outside
directors" within the meaning of Section 162(m).

"COMPANY" includes the Corporation and its subsidiaries, on a consolidated
basis, unless the context otherwise requires.

"CORPORATION" means Dole Food Company, Inc. and shall include its
successors and assigns.

"COST OF FUNDS" OR "COST OF DEBT" means the weighted average cost of short-
term and long-term debt during the applicable Year, which in the case of
determinations under Section 4.11 shall be the Year immediately preceding
the applicable date of determination.

"CYCLE" means Performance Cycle.

"EARNINGS BEFORE INCOME TAXES" or "EBT" for any Cycle means the
consolidated net income of the Corporation for such Cycle before income
taxes.

"EBT" has the meaning set forth above.

"EBT FACTOR" means the multiple based on performance relative to Minimum,
On Plan, and Maximum EBT for the applicable Cycle, as set forth in or
pursuant to Section 4.6.

"ELIGIBLE PERSON" means an Executive Officer of the Corporation.

"EXECUTIVE OFFICER" has the meaning set forth in Rule 3b-7 under the
Securities Exchange Act of 1934 and refers to the individuals confirmed to
be within such definition by the Committee.

"MAXIMUM" means either the maximum payout or the level of performance at or
above which such payout may be made, as the context requires, in any Cycle
under the Plan, expressed as a dollar amount or percentage of the Target
amount.

"MINIMUM" has the same meaning as Threshold.

"ON PLAN" has the same meaning as Target and reflects the performance level
required for an Applicable Performance Factor of 1.00 (i.e., a payment
opportunity equal to 100% of the product of Base Salary and the Base Salary
Factor in the applicable Cycle).

15
<PAGE>

"PARTICIPANT" means an Eligible Officer who has been designated a
Participant by the Committee for the applicable Performance Cycle and
granted an Award in accordance with the terms and subject to the conditions
of the Plan.

"PERFORMANCE CYCLE" OR "CYCLE" means the period of time over which
performance is measured for determining the amount of any payment earned
from Awards granted under the Plan. Each Performance Cycle shall represent
an exclusive period of three fiscal years (i.e., thirty-nine consecutive
Periods) beginning on the first day of the Company's fiscal year in 1994.

"PERFORMANCE GOALS" means EBT, and/or B/U-EBT.

"PERIOD" means the four-week accounting cycle of the Company.

"PLAN" means the Dole Food Company, Inc. Long-Term Incentive Plan for
Executive Officers, as described in this document.

"SECTION 162(m)" means Section 162(m) of the Internal Revenue Code of 1986,
as from time to time in effect.

"SERVICE" means full-time employment with the Company, or part-time
employment as approved by the Committee, including a voluntary leave of
absence if approved by the Committee.

"SUBSIDIARY" means any corporation or other entity of which the Company
beneficially owns, either directly or indirectly, a majority or more of the
voting stock or voting power.

"TARGET" means "On Plan" and represents a performance level that is a
precondition to a payout under the formula provisions of the Plan at a
Performance Factor of 1.00 or 100% of the product of the Base Salary and
the Base Salary Factor. When used with lower case, "target" means a
Minimum, Threshold and/or Maximum, as the context requires.

"TERMINATION OF SERVICE" means a termination of Service from the Company
for any reason, whether voluntary or involuntary, including death and
disability.

"THRESHOLD" means the minimum level of performance relative to an On Plan
target required to generate a payment under the Plan for the applicable
Cycle, expressed as a dollar amount or percentage of the Target amount.

"YEAR" means the applicable fiscal year of the Corporation.

16
<PAGE>

CONFIDENTIAL
------------

DOLE FOOD COMPANY, INC.
LONG-TERM INCENTIVE PLAN
FOR EXECUTIVE OFFICERS

AWARD AGREEMENT

This AWARD AGREEMENT is made and entered into at Westlake Village,
California as of _______, 199 by and between DOLE FOOD COMPANY, INC. (the
"Company") and ___________________ (the "Participant").

WHEREAS, the Company has adopted the DOLE FOOD COMPANY, INC. LONG-TERM
INCENTIVE PLAN FOR EXECUTIVE OFFICERS (the "Plan"), and

WHEREAS, the Participant has been designated an Eligible Person and
has been selected to participate in the Plan in accordance with the terms and
conditions of the Plan, and

WHEREAS, the Plan states that an Award Agreement be entered into
between the Company and the Participant setting forth certain terms and
conditions of the Plan as they apply to the Participant.

NOW, THEREFORE, the Company and the Participant hereby agree as
follows:

1. The Plan.

The Plan is hereby incorporated into and made a part of this Award
Agreement as though set forth in full herein. The parties shall be bound by,
and have the benefit of, each and every provision of the Plan. Undefined terms
used herein are used as defined in the Plan. The Participant acknowledges that
he or she has read and understands the terms of the Plan.

2. The Award.

The Participant is hereby granted an Award under the Plan for the
Performance Cycle beginning ____________ and ending _________________.

17
<PAGE>

3. Payment Opportunity.

The total Threshold, Target and Maximum payment opportunities
associated with the Award are as follows:

if Performance is Performance Factor*
----------------- ------------------
<S> <C>
Less than Threshold 0
Threshold .5
Target 1.0
At or Above Maximum 1.5
</TABLE>

* Applicable Factors for performance between specified Performance-to-
Target levels above Minimum to Target and from Target to Maximum
shall be determined using linear interpolation.

4. Performance Factors; Allocation/Weighting of Goals.

The total payment opportunity associated with the Award will be
allocated as follows:

EBT - %
[cross out an
B/U-EBT- % inapplicable
-----
100% performance goal]

5. Confidentiality of Performance Targets.

Performance targets and applicable Minimum, On Plan and Maximum levels
for purposes of determining any payment opportunity on the Award may be reviewed
by the Participant at the Office of the General Counsel of the Corporation, upon
reasonable request during normal business hours.

SUCH INFORMATION CONSTITUTES CONFIDENTIAL AND PROPRIETARY BUSINESS INFORMATION,
THE DISCLOSURE OF WHICH IS PROHIBITED BY THE COMPANY'S POLICIES.

6. Base Salary Factor.

Participant's Base Salary Factor shall be _____.

7. Tax Withholding and Legal Compliance.

All payments hereunder shall be subject to applicable withholding tax
obligations and compliance with applicable other laws.

18
<PAGE>

8. Commencement Date.

Participant's service during the Performance Cycle commenced _______,
19__.

IN WITNESS WHEREOF, the parties hereto have entered into the
Agreement on the date first above written.

DOLE FOOD COMPANY, INC.

By: ___________________________

Its: __________________________

PARTICIPANT

___________________________