As filed with the Securities and Exchange Commission on June 28, 1995.
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
DOLE FOOD COMPANY, INC.
(Exact name of registrant as specified in its charter)
___________________
Hawaii 99-0035300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31355 Oak Crest Drive, Westlake Village, California 91361
(Address of principal executive offices)
TAX-DEFERRED INVESTMENT PLAN
FOR SALARIED EMPLOYEES
OF DOLE FOOD COMPANY, INC.
AND PARTICIPATING DIVISIONS AND SUBSIDIARIES
(Full title of the plan)
J. Brett Tibbitts, Esq.
Vice President--Corporate General Counsel
DOLE FOOD COMPANY, INC.
31355 Oak Crest Drive
Westlake Village, California 91361
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (818) 879-6600
___________________
Copy to:
Diana L. Walker, Esq.
O'MELVENY & MYERS
400 South Hope Street
Los Angeles, California 90071-2899
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, 500,000(1) $28.875(2) $14,437,500(2) $4,978.45(2)
no par value shares
Interests in (1)
the Plan
(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, other rights
to purchase or acquire the shares of Common Stock covered
by the Prospectus and, pursuant to Rule 416, an
indeterminate amount of interests in the employee benefit
plan described herein and an additional indeterminate
number of shares which by reason of certain events
specified in the Plan may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock reported in The Wall Street
Journal, Western Edition on June 23, 1995 for June 22,
1995.
The Exhibit Index is included in this Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be
filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents, which include the statement of availability required by
Item 2 of Form S-8, and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8 (Part II
hereof), taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933 (the
"Securities Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Dole Food Company, Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the
Company's fiscal year ended December 31, 1994;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 25, 1995; and
(c) the description of the Company's Common Stock contained
in the registration statement (and past and future
amendments thereto) for the Common Stock filed under
Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference into the prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein
or in a document, all or a portion of which is incorporated or
deemed to be incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or amended, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, with no par value (the
"Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
GENERAL
Officers and directors of the Company are covered by
certain provisions of the Hawaii Business Corporation Act (the
"Hawaii BCA"), the Company's By-laws and insurance policies which
serve to limit, and, in certain instances, to indemnify them
against, certain liabilities which they incur in such capacities.
These various provisions are summarized below.
ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES
In June 1989, Hawaii enacted legislation (the "1989 Act")
which authorizes corporations to limit or eliminate the personal
liability of their directors in any action brought by the
corporation or their stockholders for monetary damages for breach
of directors' fiduciary duty of care. The duty of care requires
that, when acting on behalf of the corporation, a director must act
in good faith in a manner such director reasonably believes to be
in the best interests of the corporation and with such care as a
prudent person in like position would use under similar
circumstances. Although the 1989 Act does not change directors'
duty of care, it enables corporations to limit available relief to
the corporation or its stockholders to equitable remedies such as
injunction or rescission. Article IX of the Company's By-laws
limits the liability of directors to the Company or its
stockholders (in their capacity as directors but not in their
capacity as officers) to the fullest extent permitted by the 1989
Act, as amended from time to time. Specifically, directors of the
Company will not be personally liable to the corporation or its
stockholders for monetary damages for breach of a director's
fiduciary duty as a director, except for liability, (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or
which constitute a willful or reckless disregard of the director's
fiduciary duty, (iii) for payments of dividends, stock repurchases
or redemptions contrary to the provisions of the Hawaii BCA made
wilfully or negligently, or (iv) for any transaction from which the
director derived an improper benefit. If the Hawaii BCA is amended
after the effective date of Article IX of the Company's By-laws to
further eliminate or limit the personal liability of directors,
then the liability of a director of the Company will be eliminated
or limited to the fullest extent permitted by the Hawaii BCA, as so
amended. The inclusion of this provision in the Company's By-laws
may have the effect of reducing the likelihood of litigation
against directors, even though such an action, if successful, might
otherwise have benefited the Company and its stockholders.
INDEMNIFICATION AND INSURANCE
Pursuant to the authority conferred upon the Company by
the Hawaii BCA, Section 1 of Article VIII of the Company's By-laws
provides that the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the Company) by reason of the fact that he is or
was a director, officer, employee or agent of the Company or of any
division of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Pursuant to the authority conferred upon the Company by
the Hawaii BCA, Section 2 of Article VIII of the Company's By-laws
provides that the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
Company or of any division of the Company, or is or was serving at
the request of the Company as a director, officer, employee or
agent of the Company or of any division of the Company, or is or
was serving at the request of the Company as director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company; except that
no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty
to the Company unless and only to the extent that the court in
which such action or suit was brought or in any other court having
jurisdiction in the premises shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
As required by the Hawaii BCA, any indemnification under
Article VIII of the Company's By-laws (unless ordered by a court)
shall be made by the Company only as authorized in the specific
case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct. Such determination
shall be made (i) by the Company's Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(iii) by a majority vote of the stockholders of the Company. The
Hawaii BCA further provides, however, that to the extent that a
director, officer or employee of the Company has been successful on
the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding as
authorized by the Company's Board of Directors in a particular case
upon receipt of an undertaking by or on behalf of such director,
officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is not entitled to be indemnified
by the Company.
The indemnification and advancement of expenses provided
by or granted pursuant to Article VIII of the Company's By-laws are
not exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The Company from time to time maintains insurance
(subject to applicable deductibles, limitations, and exclusions) on
behalf of any person who is or was a director or officer of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
certain liabilities asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not
the Company would have the power to indemnify him against such
liability under the provisions of Article VIII of the Company's By-
laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index. The undersigned Company
has submitted the Plan to the Internal Revenue Service (the "IRS")
and hereby undertakes to submit any amendment thereto to the IRS in
a timely manner and will make all changes required by the IRS in
order to qualify the Plan.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act
of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by reference in
the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westlake Village, State of
California, on June 23, 1995.
DOLE FOOD COMPANY, INC.
By: /s/ J. Brett Tibbitts
Its: Vice President-Corporate General Counsel
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ David H. Murdock Chairman of the Board June 23, 1995
David H. Murdock and Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ David A. DeLorenzo Executive Vice President June 20, 1995
David A. DeLorenzo and Director
/s/ Michael S. Karsner Vice President -- Treasurer June 23, 1995
Michael S. Karsner and Chief Financial Officer
(Principal Financial Officer)
/s/ Patricia A. McKay Vice President -- Finance June 23, 1995
Patricia A. McKay and Controller (Principal
Accounting Officer)
/s/ Elaine L. Chao Director June 23, 1995
Elaine L. Chao
/s/ Mike Curb Director June 23, 1995
Mike Curb
/s/ Richard M. Ferry Director June 23, 1995
Richard M. Ferry
/s/ James F. Gary Director June 23, 1995
James F. Gary
/s/ Frank J. Hata Director June 23, 1995
Frank J. Hata
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities
Act of 1933, the Company's Corporate Compensation and Benefits
Committee has duly caused this Registration Statement to be signed
on behalf of the Plan by the undersigned, thereunto duly
authorized, in the City of Westlake Village, State of California,
on June 23, 1995.
TAX-DEFERRED INVESTMENT PLAN OF
DOLE FOOD COMPANY, INC. AND
PARTICIPATING DIVISIONS AND
SUBSIDIARIES
By: CORPORATE COMPENSATION AND
BENEFITS COMMITTEE
By: /s/ Richard M. Ferry
Richard M. Ferry
___________________________
(name)
Its: Chairman
__________________________
(title)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Tax-Deferred Investment Plan for Salaried
Employees of Dole Food Company, Inc. and
Participating Divisions and Subsidiaries.
4.2 Master Defined Contribution Trust Agreement
by and between Dole Food Company, Inc. and
Mellon Bank, N.A.
4.3 Amendment 1995-1 to the Tax-Deferred Investment
Plan for Salaried Employees of Dole Food Company,
Inc. and Participating Divisions and Subsidiaries.
5 Opinion of Goodsill Anderson Quinn & Stifel
regarding legality of interests and shares.
23.1 Consent of Arthur Andersen L.L.P. (Consent of
Independent Public Accountants).
23.2 Consent of Goodsill Anderson Quinn & Stifel
(included in Exhibit 5).
TAX DEFERRED INVESTMENT PLAN
OF
DOLE FOOD COMPANY, INC.
AND
PARTICIPATING DIVISIONS AND SUBSIDIARIES
Amendment In Toto
Effective January 1, 1989
Incorporating Merger of Plans 067, 070,
071, 072, 073, 074, 075, 078 and 079,
Effective January 1, 1993
<PAGE>
TABLE OF CONTENTS
Page(s)
ARTICLE I
CONTRIBUTIONS
1.01 Contribution of Participant Deferrals. . . . . . . .I-1
1.02 Limitation on Participant's Pre-tax Deferrals. . . .I-2
1.03 Matching Contributions . . . . . . . . . . . . . . .I-6
1.04 Profit Sharing Contributions . . . . . . . . . . . .I-6
1.05 Nonelective Contributions. . . . . . . . . . . . . .I-6
1.06 Limitation on Reversion of Contributions . . . . . .I-7
1.07 Limitation of Liability. . . . . . . . . . . . . . .I-8
1.08 Make-Up Contributions. . . . . . . . . . . . . . . .I-8
1.09 Employer Aggregation Rules . . . . . . . . . . . . .I-8
1.10 Family Aggregation Rules . . . . . . . . . . . . . .I-9
1.11 Rollover Contributions . . . . . . . . . . . . . . I-10
ARTICLE II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
2.01 Participant Accounts . . . . . . . . . . . . . . . II-1
2.02 Allocation of Profit Sharing Contributions and
Forfeitures. . . . . . . . . . . . . . . . . . . . II-1
2.03 Allocation of Pre-tax Deferrals. . . . . . . . . . II-1
2.04 Allocation of Company Matching Contributions . . . II-1
2.05 Limitation On Allocation of Company Matching
Contributions. . . . . . . . . . . . . . . . . . . II-2
2.06 Allocation of Nonelective Contributions. . . . . . II-4
2.07 Allocation of Other Contributions. . . . . . . . . II-4
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 Participation in the Plan. . . . . . . . . . . . .III-1
3.02 Enrollment in the Plan . . . . . . . . . . . . . .III-1
3.03 Reemployment . . . . . . . . . . . . . . . . . . .III-2
3.04 Employment After Normal Retirement Date. . . . . .III-2
3.05 Termination of Participation . . . . . . . . . . .III-2
3.06 Inactive Participation and Transfers . . . . . . .III-3
ARTICLE IV
LIMITATIONS ON CONTRIBUTIONS AND TOP-HEAVY PROVISIONS
4.01 Section 415 Limitations. . . . . . . . . . . . . . IV-1
4.02 Top-Heavy Plan Requirements. . . . . . . . . . . . IV-1
ARTICLE V
INVESTMENTS: ALLOCATION OF GAINS AND LOSSES
5.01 Investment of Accounts . . . . . . . . . . . . . . .V-1
5.02 Transfers of Existing Account Balances Between
Investment Funds . . . . . . . . . . . . . . . . . .V-2
5.03 Allocation of Investment Fund Gains and Losses . . .V-2
5.04 Voting and Other Rights. . . . . . . . . . . . . . .V-4
5.05 Allocation of Company Stock Dividends and Splits . .V-5
5.06 Allocation of Dividends on Company Stock other
than Stock Dividends . . . . . . . . . . . . . . . .V-6
ARTICLE VI
WITHDRAWALS WHILE EMPLOYED
6.01 Financial Hardship Withdrawals . . . . . . . . . . VI-1
6.02 Loans to Participants. . . . . . . . . . . . . . . VI-5
ARTICLE VII
RETIREMENT, DISABILITY AND DEATH BENEFITS
7.01 Retirement Benefits. . . . . . . . . . . . . . . .VII-1
7.02 Disability Benefits. . . . . . . . . . . . . . . .VII-1
7.03 Death Benefits . . . . . . . . . . . . . . . . . .VII-2
ARTICLE VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
8.01 Benefits Upon Termination of Employment. . . . . VIII-1
8.02 Vesting Requirements . . . . . . . . . . . . . . VIII-2
8.03 Effect of Termination of Employment; Break in
Service and Reemployment . . . . . . . . . . . . VIII-2
8.04 Disposition of Forfeitures . . . . . . . . . . . VIII-5
ARTICLE IX
DISTRIBUTION OF BENEFITS
9.01 Form of Benefits for Retirement and Other
Termination. . . . . . . . . . . . . . . . . . . . IX-1
9.02 Timing of Distributions. . . . . . . . . . . . . . IX-2
9.03 Direct Rollovers . . . . . . . . . . . . . . . . . IX-5
ARTICLE X
ADMINISTRATION
10.01 Charter of the Committee. . . . . . . . . . . .X-1
10.02 Fiduciary Matters . . . . . . . . . . . . . . .X-1
10.03 Conclusiveness of Action. . . . . . . . . . . .X-2
10.04 Claims Procedure. . . . . . . . . . . . . . . .X-2
10.05 Payment of Expenses . . . . . . . . . . . . . .X-5
10.06 Section 404(c) Provisions . . . . . . . . . . .X-6
10.07 Method of Election or Notice. . . . . . . . . .X-7
ARTICLE XI
AMENDMENT TO THE PLAN
11.01 Company's Right to Amend. . . . . . . . . . . XI-1
ARTICLE XII
TERMINATION OF THE PLAN
12.01 Company's Right to Terminate. . . . . . . . .XII-1
12.02 Plan Merger and Consolidation . . . . . . . .XII-1
ARTICLE XIII
TRUST FUND AND THE TRUSTEE
13.01 Selection of Trustee. . . . . . . . . . . . XIII-1
ARTICLE XIV
ADOPTION BY ASSOCIATED COMPANY
14.01 Associated Company Participation. . . . . . .XIV-1
14.02 Action Binding on Participating Associated
Companies . . . . . . . . . . . . . . . . . .XIV-1
14.03 Termination of Participation of Associated
Company . . . . . . . . . . . . . . . . . . .XIV-2
ARTICLE XV
MISCELLANEOUS
15.01 Voluntary Plan. . . . . . . . . . . . . . . . XV-1
15.02 Nonalienation of Benefits . . . . . . . . . . XV-1
15.03 Inability to Receive Benefits . . . . . . . . XV-2
15.04 Lost Participants . . . . . . . . . . . . . . XV-3
15.05 Limitation of Rights. . . . . . . . . . . . . XV-3
15.06 Invalid Provisions. . . . . . . . . . . . . . XV-3
15.07 One Plan. . . . . . . . . . . . . . . . . . . XV-4
15.08 Headings. . . . . . . . . . . . . . . . . . . XV-4
15.09 Governing Law . . . . . . . . . . . . . . . . XV-4
ARTICLE XVI
EXECUTION
APPENDIX A
DEFINITIONS
A.1 Accounts . . . . . . . . . . . . . . . . . Appendix A-1
A.2 Associated Company . . . . . . . . . . . . Appendix A-1
A.3 Beneficiary. . . . . . . . . . . . . . . . Appendix A-2
A.4 Board. . . . . . . . . . . . . . . . . . . Appendix A-3
A.5 Charter of the Committee . . . . . . . . . Appendix A-3
A.6 Code . . . . . . . . . . . . . . . . . . . Appendix A-4
A.7 Company. . . . . . . . . . . . . . . . . . Appendix A-4
A.8 Compensation . . . . . . . . . . . . . . . Appendix A-4
A.9 Distribution Date. . . . . . . . . . . . . Appendix A-6
A.10 Effective Date . . . . . . . . . . . . . . Appendix A-6
A.11 Eligible Employee. . . . . . . . . . . . . Appendix A-6
A.12 Employer . . . . . . . . . . . . . . . . . Appendix A-6
A.13 ERISA. . . . . . . . . . . . . . . . . . . Appendix A-6
A.14 Fiduciary. . . . . . . . . . . . . . . . . Appendix A-7
A.15 Highly Compensated Employee. . . . . . . . Appendix A-7
A.16 Hour of Service. . . . . . . . . . . . . .Appendix A-10
A.17 Inactive Participant . . . . . . . . . . .Appendix A-12
A.18 Investment Fund. . . . . . . . . . . . . .Appendix A-12
A.19 Limitation Year. . . . . . . . . . . . . .Appendix A-12
A.20 Non-Highly Compensated Employee. . . . . .Appendix A-13
A.21 Normal Retirement Date . . . . . . . . . .Appendix A-13
A.23 Participant. . . . . . . . . . . . . . . .Appendix A-13
A.24 Period of Severance. . . . . . . . . . . .Appendix A-13
A.25 Permanent and Total Disability . . . . . .Appendix A-15
A.26 Plan . . . . . . . . . . . . . . . . . . .Appendix A-16
A.27 Plan Administrator . . . . . . . . . . . .Appendix A-16
A.28 Plan Year. . . . . . . . . . . . . . . . .Appendix A-16
A.29 Service. . . . . . . . . . . . . . . . . .Appendix A-16
A.30 Trust Fund . . . . . . . . . . . . . . . .Appendix A-19
A.31 Trustee. . . . . . . . . . . . . . . . . .Appendix A-19
A.32 Valuation Date . . . . . . . . . . . . . .Appendix A-19
APPENDIX B
ALLOCATION LIMITATIONS
B.1 Basic Limitation on Annual Additions . . . Appendix B-1
B.2 Participation in this Plan and a Defined Benefit
Plan . . . . . . . . . . . . . . . . . . . Appendix B-4
B.3 Reduction in Annual Additions and Elimination of
Excess Amounts . . . . . . . . . . . . . . Appendix B-4
APPENDIX C
TOP-HEAVY PROVISIONS
C.1 - General . . . . . . . . . . . . . . . . . Appendix C-1
C.2 - Definitions . . . . . . . . . . . . . . . Appendix C-1
C.3 - Top-Heavy Definition. . . . . . . . . . . Appendix C-5
C.4 - Vesting . . . . . . . . . . . . . . . . . Appendix C-7
C.5 - Minimum Benefits or Contributions,
Compensation Limitations and
Section 415 Limitations . . . . . . . . . Appendix C-8
APPENDIX D
CHARTER OF THE COMMITTEE
D.1 The Asset Manager. . . . . . . . . . . . . Appendix D-1
D.2 Investment Managers. . . . . . . . . . . . Appendix D-3
D.3 Trustee. . . . . . . . . . . . . . . . . . Appendix D-4
D.4 The Retirement Committee and the Welfare Plan
Committee. . . . . . . . . . . . . . . . . Appendix D-6
D.5 Plan Amendments. . . . . . . . . . . . . .Appendix D-15
<PAGE>
INTRODUCTION
Dole Food Company, Inc. previously established the Castle &
Cooke, Inc. Tax Deferred Investment Plan, the "Plan", effective
June 17, 1984 for the benefit of certain of its employees.
Effective January 1, 1987, the Plan was amended and restated in
its entirety.
Effective December 31, 1988, the Plan was frozen and all
contributions under the Plan were suspended effective January 1,
1989. Effective January 1, 1989 the Plan was divided into seven
separate plans, each surviving plan covering a separate line of
business within Dole Food Company, Inc. The assets and
liabilities as of December 31, 1988 applicable to the
participants of each successor plan have been transferred to such
plans. The assets and liabilities remaining in this Plan cover
the Eligible Employees of Dole Food Company, Inc.
Effective January 1, 1989 the Plan is reactivated and renamed the
"Tax Deferred Investment Plan for Salaried Employees of Dole Food
Company, Inc. and Participating Divisions and Subsidiaries."
Participant Pre-tax Deferrals and related Company Matching
Contributions were reactivated effective February 1, 1989.
Effective January 1, 1989, the reactivated Plan is also amended
and restated in this document to make various plan design
changes.
Effective January 1, 1993, Plans 067, 070, 071, 072, 073, 074,
075, 078 and 079 were merged into this Plan, with this Plan (Plan
060) the survivor of such merger. This restated Plan is designed
to satisfy the requirements of the Tax Reform Act of 1986 and
subsequent legislation for all plans which were merged into this
Plan.
The Plan as amended and restated is intended to qualify under
Code Section 401(a). It also includes a cash or deferred
arrangement intended to qualify under Code Section 401(k).
The purpose of this Plan is to enable employees to accumulate
capital for retirement through a convenient method of regular
savings in a tax-efficient manner and matching Company
contributions.
<PAGE>
ARTICLE I
CONTRIBUTIONS
1.01 Contribution of Participant Deferrals
(a) Pre-Tax Deferrals
The Company or a Participating Affiliate shall
contribute Pre-Tax Deferrals according to the Operating
Company Appendix applicable to each Participant.
(b) Status of Pre-tax Deferrals
Participant Pre-tax Deferrals under this Section are
made by payroll deductions authorized by the
Participant and are to be contributed to the Plan by
the Company. Participant Pre-tax Deferrals constitute
Company contributions under the Plan and are intended
to qualify as elective contributions under Code Section
401(k).
(c) Calendar Year Limitation
Notwithstanding the provisions of the Operating Company
Appendices, once a Participant's Pre-tax Deferrals
reach the annual calendar year limitation under Code
Section 402(g)(1), as adjusted annually under Code
Section 402(g)(5), all subsequent deferrals will be
suspended for the remainder of the calendar year.
The Participant's Pre-tax Deferrals will automatically
resume on the first day of the first payroll period
which coincides with or next follows the following
January 1. Unless the Participant elects to change his
Pre-tax Deferral percentage rate according to
Subsection (b) above, his Pre-tax Deferrals will resume
at the percentage rate in effect on the date of the
suspension.
If for any reason a Participant's total elective
deferrals (within the meaning of Code Section
402(g)(3)) to all his employer's plans exceeds the
annual calendar year limitation under Code Section
402(g)(1), as adjusted annually under Code Section
402(g)(5), the Participant may elect distribution of
the portion of the excess held in this Plan, provided
such election is made no later than March 1 of the
following calendar year. Such distribution will be
made no later than April 15 of the following calendar
year.
1.02 Limitation on Participant's Pre-tax Deferrals
(a) Notwithstanding Section 1.01 and the Operating Company
Appendices, the Pre-tax Deferral percentage rates
elected by one or more Participants under Section 1.01
will be modified as provided in Subsection (c) below if
the requirements of Subsection (b) below are not
satisfied.
(b) For each Plan Year an "Actual Deferral Percentage" will
be determined for each Participant eligible to make
Pre-tax Deferrals according to Section 3.01(c). Such
percentage will be determined by dividing the
Participant's Pre-tax Deferrals allocated to his
Matched Pre-tax Deferral Account and Unmatched Pre-tax
Deferral Account during the Plan Year, if any, by his
Earnings, as defined in Section B.1(c) of Appendix B,
including salary reductions elected by the Participant
for the Plan Year.
The average of the Actual Deferral Percentages for all
eligible Participants who are Highly Compensated
Employees for the Plan Year (the "High Average"), when
compared to the average of the Actual Deferral
Percentages for all eligible Participants who are
Non-Highly Compensated Employees for the Plan Year (the
"Low Average"), must meet one of the following
requirements:
(1) The High Average must be no greater than the Low
Average times one and twenty-five hundredths; or
(2) The excess of the High Average over the Low
Average must not be greater than two percentage
points and the High Average must be no greater
than the Low Average times two.
(c) If the Plan Administrator determines, in its
discretion, that Participants' Pre-tax Deferrals for a
Plan Year will not meet one of the requirements of
Subsection (b), the Plan Administrator may suspend or
reduce future Pre-tax Deferrals of certain Participants
who are Highly Compensated Employees to the extent
necessary to meet the requirements. The suspension or
reduction of Participants' future deferrals will be
accomplished by reducing the deferral percentage rate
of Participants who are Highly Compensated Employees in
order of their Actual Deferral Percentage rates,
beginning with the Participant with the highest
percentage rate and decreasing in descending order
until one of the requirements of Subsection (b) is met.
If Participants' Pre-tax Deferrals actually made for a
Plan Year do not meet one of the requirements of
Subsection (b), the Plan Administrator will determine,
in its discretion, the amount of Pre-tax Deferrals of
certain Participants who are Highly Compensated
Employees which must be reduced in order to meet one of
the requirements of Subsection (b). The amount of the
reduction in Participants' Pre-tax Deferrals will be
accomplished by reducing the actual Pre-tax Deferrals
of Participants who are Highly Compensated Employees in
order of their Actual Deferral Percentage rates,
beginning with the Participant with the highest
percentage rate and decreasing actual Pre-tax Deferrals
in descending order until one of the requirements of
Subsection (b) is met.
The amount of the reduction attributable to each
Participant (and any income allocated to such
reduction) will be distributed to the Participant on or
before the last day of the immediately following Plan
Year.
Alternatively, the Company may make Nonelective
Contributions pursuant to Section 1.05 in order to
satisfy one of the requirements of Subsection (b),
above.
(d) The Plan Administrator's determination under Subsection
(c) will be made in a reasonable, consistent, and
nondiscriminatory manner. The Plan Administrator will
not be liable to any Participant (or his Beneficiary,
if applicable) for any losses caused by inaccurately
estimating the amount of any Participant's Pre-tax
Deferrals or the earnings attributable to such Pre-tax
Deferrals.
(e) Any Matching Contributions associated with Pre-Tax
Deferrals that are reduced according to Subsection (c),
above, will be forfeited and used to reduce future
Matching Contributions.
(f) This Section 1.02 will be applied before taking into
account any reductions in, or repayments of, Pre-tax
Deferrals required by Sections 1.01 and Section B.3 of
Appendix B.
1.03 Matching Contributions
The Company will make Matching Contributions as set forth in
the Operating Company Appendices.
1.04 Profit Sharing Contributions
The amount of Profit Sharing Contribution made by the
Company and the Participating Affiliates, if any, for each
Plan Year will be determined according to the Operating
Company Appendices.
1.05 Nonelective Contributions
The Company may make Nonelective Contributions which qualify
as Qualified Nonelective Contributions, as defined in Code
Section 401(m)(4)(C), to the extent necessary to satisfy the
nondiscrimination tests described in Section 1.02(b) of the
Plan. The Company shall not be required to make a
Nonelective Contribution for any Plan Year, and the
Company's Board shall have the sole discretion to determine
whether any such contribution shall be made for a Plan Year.
The Board may separately specify the Nonelective
Contributions, if any, to be made to the Participants
covered by each of the Operating Company Appendices.
1.06 Limitation on Reversion of Contributions
Except as provided in Subsections (a), (b) and (c) below,
contributions made under the Plan are held for the exclusive
benefit of Participants and their Beneficiaries and may not
revert to the Company.
(a) A contribution which is made by a mistake of fact, may
be returned to the Company within one year after it is
contributed to the Plan.
(b) All Company contributions to the Plan are conditioned
on their deductibility under Code Section 404. To the
extent the deduction is disallowed, the amount
disallowed may be returned to the Company within one
year after the disallowance.
(c) All contributions to the Plan are conditioned on the
Plan's initial qualification under Code Section 401(a).
If the Plan does not so qualify, any contributions may
be returned to the Company within one year after the
qualification is denied.
1.07 Limitation of Liability
Each payment to the Trust Fund pursuant to Section 1.01(a)
equal to the amount of a Participant's Pre-tax Deferral is
in complete discharge of the financial obligations of the
Company under the Plan with respect to the Participant's
corresponding reduction in Compensation.
1.08 Make-Up Contributions
In addition to other Company contributions described in this
Article I, the Company may make special make-up
contributions to the Plan, if necessary. A make-up
contribution will be necessary if there are insufficient
forfeitures under the Plan to restore a Participant's
Matching Contributions Account or Profit Sharing
Contributions Account according to Section 8.03, if a
Participant or Beneficiary's Accounts must be reinstated
according to Section 15.04, or if a mistake or omission in
the allocation of contributions is discovered and cannot be
corrected by revising prior allocations.
1.09 Employer Aggregation Rules
For purposes of Section 1.02 and 2.05, Pre-tax Deferrals and
Matching Contributions that are made under two or more plans
that are aggregated for purposes of Code Section 401(a)(4)
and 410(b) (other than Code Section 410(b)(2)(A)(ii)) are to
be treated as made under a single plan. If two or more
plans are permissively aggregated for purposes of Sections
1.02 or 2.05, such aggregated plans must satisfy Code
Sections 401(a)(4) and 410(b) as though they were a single
plan. The actual deferral percent and actual contribution
percent of a Highly Compensated Employee will be determined
by treating all plans subject to Sections 1.02 or 2.05 under
which the Highly Compensated Employee is eligible as a
single plan.
1.10 Family Aggregation Rules
(a) A Highly Compensated Employee who is either
(1) a 5% owner, or
(2) one of the 10 most Highly Compensated Employees,
is subject to the family aggregation rules of Code
Section 414(q)(6) as described below.
(b) The actual deferral percent (ADP) and actual
contribution percent (ACP) (determined separately) for
the family group is the ADP and ACP determined by
combining the contributions and Earnings of all
eligible Family Members.
Except to the extent taken into account under this
Subsection (b), the contributions and Earnings of all
Family Members are disregarded in determining the ADP
and ACP for the groups of Highly Compensated and
Non-Highly Compensated Employees.
(c) Family Members means with respect to an employee, such
employee's spouse, lineal ascendants or descendants and
their spouses.
(d) If the ADP and/or ACP of a Highly Compensated Employee
is determined under the above family aggregation rules
and the tests of Sections 1.02 and/or 2.05 are not
satisfied, the ADP and/or ACP shall be reduced in
accordance with the leveling method and excess
contributions and/or excess aggregate contributions
shall be allocated among such Family Members in
proportion to their contributions.
1.11 Rollover Contributions
(a) Effective on or after April 1, 1993, an Eligible
Employee, regardless of whether he or she has satisfied
the participation requirements of section 3.01, may, in
accordance with procedures prescribed by the Plan
Administrator, (1) have any portion of an "Eligible
Rollover Distribution" (as defined in Section
402(f)(2)(A) of the Code) paid directly to the Trust
from another trust qualified under Section 401(a) of
the Code; (2) within 60 days of receipt of an Eligible
Rollover Distribution, pay any portion of the Eligible
Rollover Distribution to the Trust; or (3) within 60
days of receipt of a distribution from a conduit IRA,
pay any portion of the distribution to the Trust.
Notwithstanding the foregoing, the amount transferred
to the Trust must be in the form of cash.
(b) The Plan Administrator shall develop such procedures,
and may require such information from an Eligible
Employee desiring to make such a transfer, as it deems
necessary or desirable to determine that the proposed
transfer will meet the requirements of this section.
Upon approval by the Plan Administrator, the amount
transferred shall be deposited in the Trust and shall
be credited to the Eligible Employee's Rollover
Account. Such account shall be 100% vested in the
Eligible Employee, but shall not share in allocations
of Matching Contributions or forfeitures.
(c) Upon such transfer by an Eligible Employee who has not
yet completed the participation requirements of Section
3.01, his or her Rollover Account shall represent his
or her sole interest in the Plan until he or she
becomes a Participant under Article III.
(d) Upon such transfer, the Eligible Employee shall have
the right and obligation to designate in which of the
Investment Funds his or her Rollover Account will be
invested. Such designation shall be made in
conformance with procedures established by the Plan
Administrator. The Plan Administrator may establish
any other rules and regulations regarding the
investment of a Participant's Rollover Account as it
deems appropriate in its sole discretion.
<PAGE>
ARTICLE II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
2.01 Participant Accounts
The Plan Administrator will maintain the Accounts for each
Participant as set forth in the Operating Company Appendix
applicable to that Participant:
2.02 Allocation of Profit Sharing Contributions and Forfeitures
Company Profit Sharing Contributions, if any, plus
forfeitures arising from Participant Profit Sharing
Contributions Account balances which are available for
reallocation in a Plan Year shall be allocated according to
the Operating Company Appendices.
2.03 Allocation of Pre-tax Deferrals
Company contributions which result from a Participant's
Pre-tax Deferrals will be allocated according to the
Operating Company Appendix applicable to the Participant.
2.04 Allocation of Company Matching Contributions
Company Matching Contributions and forfeitures arising from
Participants' Matching Contributions Account balances which
are available for reallocation will be allocated according
to the Operating Company Appendix applicable to the
Participant.
2.05 Limitation On Allocation of Company Matching Contributions
(a) Notwithstanding Section 2.04 and the Operating Company
Appendices, the Company Matching Contributions
allocated to one or more Participants will be modified
as provided in Subsection (c) below if the requirements
of Subsection (b) below are not satisfied.
(b) For each Plan Year an "Actual Contribution Percentage"
will be determined for each Participant. Such
percentage will be determined by dividing the Matching
Contributions allocated to the Participant's Matching
Contributions Account during the Plan Year, if any, by
his Earnings, as defined in Section B.1(c) of Appendix
B, including salary reductions elected by the
Participant for the Plan Year.
The average of the Actual Contribution Percentages for
all Participants who are Highly Compensated Employees
for the Plan Year (the "High Average"), when compared
to the average of the Actual Contribution Percentages
for all Participants who are Non-Highly Compensated
Employees for the Plan Year (the "Low Average"), must
meet one of the following requirements:
(1) The High Average must be no greater than the Low
Average times one and twenty-five hundredths; or
(2) The excess of the High Average over the Low
Average must not be greater than two percentage
points and the High Average must be no greater
than the Low Average times two.
(c) If the Plan Administrator determines, in its
discretion, that allocations of Matching Contributions
to Participants' Matching Contributions Accounts for a
Plan Year do not meet one of the requirements of
Subsection (b), the Plan Administrator will reduce
allocations of Matching Contributions to the Matching
Contributions Accounts of certain Participants who are
Highly Compensated Employees to the extent necessary to
meet the requirements. The reduction will be
accomplished by reducing the allocations to the
Matching Contributions Accounts of Participants who are
Highly Compensated Employees in order of their Actual
Contribution Percentage rates, beginning with the
Participant with the highest percentage rate and
decreasing in descending order until one of the
requirements of Subsection (b) is met. The reduced
amounts will either be returned to affected
Participants or forfeited as follows:
(1) Vested Portions will be returned, adjusted by
gains or loss allocable thereto, to affected
Participants by the end of the following Plan
Year; or
(2) Nonvested amounts will be forfeited and
reallocated together with gain or loss allocable
thereto, according to Section 2.04.
(d) The Plan Administrator's determination under Subsection
(c) will be made in a reasonable, consistent, and
nondiscriminatory manner. The Plan Administrator will
not be liable to any Participant (or his Beneficiary,
if applicable) for any losses caused by inaccurately
estimating the amount of any Company Matching
Contributions.
2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated according to
the Operating Company Appendices.
2.07 Allocation of Other Contributions
The allocation of any contributions not specified above
shall be as set forth in the Operating Company Appendices.
<PAGE>
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 Participation in the Plan
Participation in the Plan is determined according to the
Operating Company Appendices.
3.02 Enrollment in the Plan
A Participant must complete and file a form on which he
designates a Beneficiary. In addition, if he wishes to make
Pre-tax Deferrals, he must authorize his Employer to reduce
his Compensation by the amount of the deferrals according to
Section 1.01, if applicable, and he must designate the
allocation of his Pre-tax Deferrals among the Investments
Funds. The form must be delivered to the Plan Administrator
according to the rules established by the Plan
Administrator.
If a Participant declines to make Pre-tax Deferrals when
first eligible, he may elect to make such deferrals
beginning as of the first day of the first payroll period
which coincides with or next follows the first day of any
subsequent calendar quarter, provided he delivers a
completed election form to the Plan Administrator according
to the rules established by the Plan Administrator.
3.03 Reemployment
A Participant whose employment with all Associated Companies
terminated and who is subsequently reemployed and becomes an
Eligible Employee again, becomes a Participant on the date
he becomes an Eligible Employee again. If he was eligible
to make Pre-tax Deferrals according to Section 3.01(c) on
the date he terminated employment, he may begin Pre-tax
Deferrals on the first day of the payroll period that
coincides with or follows the date he again becomes an
Eligible Employee. If he was not eligible to make Pre-tax
Deferrals according to Section 3.01(c) on the date he
terminated employment, he may only begin Pre-tax Deferrals
as provided in Section 3.01(c).
3.04 Employment After Normal Retirement Date
A Participant who continues employment as an Eligible
Employee after his Normal Retirement Date continues to be a
Participant for all purposes of the Plan.
3.05 Termination of Participation
A Participant will cease to be a Participant on the date on
which he or his Beneficiary receives distribution of the
entire Vested Portion of his Accounts under the Plan due to
his termination of employment for any reason, retirement,
death or Permanent and Total Disability.
3.06 Inactive Participation and Transfers
(a) Transfers from Eligible Employee Status
(1) A Participant who either transfers to an
Associated Company which does not participate in
the Plan or to an employment status with an
Associated Company in which he is no longer an
Eligible Employee becomes an Inactive Participant.
An Inactive Participant is not eligible to make
Pre-tax Deferrals from his Compensation earned
after the date of his transfer. Matching
Contributions shall not be allocated to his
Accounts after the date of his transfer. Profit
Sharing Contributions shall be allocated to his
Accounts after the date of his transfer in
accordance with Section 2.02.
(2) If a Participant becomes an Inactive Participant,
his Accounts will continue to be held under the
Plan until he becomes entitled to a distribution
under the provisions of Articles VII and VIII. An
Inactive Participant will continue to have the
right to direct the investment of his Accounts
under the provisions of Article V and to make
withdrawals under the provisions of Article VI.
(3) Notwithstanding subsection (a)(2), effective April
1, 1993, if an Inactive Participant transfers to
an Associated Company which maintains a plan that
will accept a transfer of such Inactive
Participant's Accounts from this Plan, the
Accounts of the Inactive Participant shall be
transferred to such Associated Company's plan as
soon as administratively practicable.
(b) Transfers to Eligible Employee Status
(1) An employee who transfers to an employment status
with an Associated Company in which he is an
Eligible Employee will become a Participant
pursuant to Section 3.01. He will not be eligible
to make Pre-tax Contributions from his
Compensation earned while he was not a
Participant. Matching Contributions and Profit
Sharing Contributions to his Accounts will not be
based on his Compensation earned before the date
he transferred and became a Participant.
(2) Effective April 1, 1993, if an Eligible Employee
described in subsection (b)(1) transfers from an
Associated Company which maintains a plan that
permits the transfer of such Participant's
Accounts to this Plan, the Accounts of such
Participant shall be transferred to this Plan as
soon as administratively practicable.
<PAGE>
ARTICLE IV
LIMITATIONS ON CONTRIBUTIONS AND TOP-HEAVY PROVISIONS
4.01 Section 415 Limitations
Notwithstanding anything else contained herein, the Annual
Additions to all the Accounts of a Participant shall not
exceed the lesser of $30,000 (or, if greater, 1/4 of the
defined benefit dollar limitation in effect under Section
415(b)(1) of the Code for the Limitation Year) or 25% of the
Participant's Earnings from the Company and all Associated
Companies during the Plan Year, in accordance with the
provisions of Appendix B attached hereto.
4.02 Top-Heavy Plan Requirements
Notwithstanding anything else contained herein, for any Plan
Year for which this Plan is a Top Heavy Plan, as defined in
Section C.2 of Appendix C attached hereto, this Plan will be
subject to the provisions of Appendix C.
<PAGE>
ARTICLE V
INVESTMENTS: ALLOCATION OF GAINS AND LOSSES
5.01 Investment of Accounts
Each Participant's Accounts are invested in the Trust Fund.
Each Participant has the right to direct the investment of
his Accounts in any of the Plan's currently active
Investment Funds. Notwithstanding the foregoing, effective
April 1, 1993, Participants in Operating Company Appendix
067 shall not be permitted to direct the investment of their
accounts. An asset manager appointed in accordance with the
Charter of the Corporate Compensation & Benefits Committee,
will select the Investment Funds available under the Plan
and the terms under which such Investment Funds will be
available. Such asset manager may select an Investment Fund
consisting of Company stock. The Investment Fund
established for Company stock is not currently active, and
contains only investments previously made; based upon those
investments, up to one hundred percent of the assets of the
Plan may be invested in such Company stock.
Upon enrollment, re-enrollment, and as of the first day of
the first payroll period which coincides with or next
follows any January 1, April 1, July 1, and October 1 the
Participant may designate the Investment Fund(s) in which
his future Pre-tax Deferrals, Matching Contributions,
Nonelective Contributions, if any, and Profit Sharing
Contributions, if any, are invested. The Plan Administrator
will establish uniform nondiscriminatory rules regarding the
designation of Investment Funds.
5.02 Transfers of Existing Account Balances Between
Investment Funds
Each Participant or former Participant who has not received
a distribution of the Vested Portion of his Accounts, has
the right as of the first day of the first payroll period
which coincides with or next follows any January 1, April 1,
July 1 and October 1 to have all or part of his Accounts and
Rollover Account transferred between the currently active
Investment Funds. The Plan Administrator will establish
uniform and nondiscriminatory rules regarding the transfer
of assets between Investment Funds.
5.03 Allocation of Investment Fund Gains and Losses
As of each Valuation Date, the Plan Administrator will
determine the net investment gain or loss, after adjustment
for applicable expenses, if any, of each Investment Fund
since the immediately preceding Valuation Date.
The net investment gain or loss of each such Investment Fund
will be apportioned to each Participant's Account. The
apportionment will be in the same proportions as the
following for the Participant bears to the total of the
following for all Participants:
(1) The balance of the Participant's Account which was held
in such Investment Fund as of the immediately preceding
Valuation Date;
(2) One-half of the Participant's Pre-tax Deferrals and
Nonelective Contributions, if any, and one-half of the
Participant's Matching Contributions, if any, allocated
to the Account since the immediately preceding
Valuation Date which were directed by the Participant
to be invested in such Investment Fund;
(3) An adjustment to reflect the full amount of transfers,
to or from the portion of the Account invested in such
Investment Fund, which were made effective after the
allocation of gains or losses as of the immediately
preceding Valuation Date; and
(4) A reduction to reflect (1) the full amount of any
distributions and (2) one-half of any in-service
withdrawals paid from the portion of the Account
invested in such Investment Fund and paid after the
allocation of gains or losses as of the immediately
preceding Valuation Date.
At the discretion of the Plan Administrator, the Investment
Funds may be valued, and their net investment gain or loss
may be apportioned to each Participant's Account, more
frequently than each Valuation Date.
Notwithstanding the preceding, the Plan Administrator may
use any reasonable method for making such allocations,
provided that the method must result in the investment gains
or losses being generally allocated on the basis of Account
balances.
5.04 Voting and Other Rights
Full and fractional shares of Company stock allocated to a
Participant's Accounts will be voted by the Trustee
according to the Participant's instructions. The Trustee
will not vote shares of stock allocated to Participant's
Accounts for which instructions are not received from
Participants.
If the Company and the Trustee agree, the Trustee may deal
directly with Participants on the pass-through of voting
rights. Otherwise, the Company may do so and then transmit
to the Trustee the results of the voting instructions
received from Participants. In either case, management and
others may solicit and exercise Participants' voting rights
under the same proxy rules applicable to all stockholders.
The Company will ensure that forms for voting instructions,
together with all information distributed to shareholders
regarding the exercise of voting rights, are furnished to
the Trustee and to Participants within a reasonable time
before the voting rights are to be exercised.
Shareholder rights, other than voting rights, which can be
exercised by Participants may be passed through to
Participants and exercised in a similar manner to voting
rights or will be exercised in such other manner as is
legally required. However, where the circumstances (such as
the lack of time or the lack of liquid funds to satisfy a
requirement to pay for additional shares of stock) make it
impractical to pass such rights through to Participants and
no other specific legal requirement exists, the rights will
be exercised (or sold) by the Trustee in a manner that the
Trustee deems prudent under the circumstances and otherwise
consistent with the fiduciary standards of ERISA.
5.05 Allocation of Company Stock Dividends and Splits
Company stock received by the Trust as a result of a stock
split or stock dividend on Company stock held in
Participants' Accounts will be allocated as of the Valuation
Date coinciding with or following the date of such split or
dividend, to each Participant who has such an Account. The
amount allocated will bear substantially the same proportion
to the total number of shares received as the number of
shares in the Participant's Account bears to the total
number of shares allocated to such Accounts of all
Participants immediately before the allocation. The shares
will be allocated to the nearest thousandth of a share.
5.06 Allocation of Dividends on Company Stock other than Stock
Dividends
Cash or other property received by the Trust as a result of
a dividend payment on Company stock held in Participants'
Accounts will be allocated as of the Valuation Date
coinciding with or following the date of such dividend to
each Participant who has such an Account. The amount
allocated will bear substantially the same proportion to the
total value of the cash or other property received as the
number of shares in the Participant's Account bears to the
total number of shares allocated to such Accounts of all
Participants immediately before the allocation.
<PAGE>
ARTICLE VI
WITHDRAWALS WHILE EMPLOYED
6.01 Financial Hardship Withdrawals
(a) A Participant who is actively employed, or who is
terminated but has not received a distribution of his
Accounts, or who is on an approved leave of absence may
request a withdrawal from his Accounts to the extent
necessary to meet a financial hardship. The withdrawal
request must be on forms provided by the Plan
Administrator.
(b) A withdrawal must be on account of a hardship. A
withdrawal will be deemed to be on account of a
hardship if:
(1) The distribution is for the purpose of:
(A) paying medical expenses described in Code
Section 213(d) incurred by the Participant,
his spouse or his dependents or necessary to
obtain such medical care;
(B) purchasing the Participant's principal
residence (excluding mortgage payments);
(C) paying tuition and related educational fees
for the next 12 months of post-secondary
education for the Participant, or the
Participant's spouse, children or dependents;
(D) preventing the Participant's eviction from
his principal residence or foreclosure on the
mortgage on the Participant's principal
residence; or
(E) any other purpose specified by the Internal
Revenue Service as a deemed immediate and
heavy financial need; and
(2) All of the following are satisfied:
(A) the distribution is not in excess of the
amount of the financial need (including taxes
or penalties reasonably anticipated from the
distribution) created by the hardship;
(B) the Participant has obtained all
distributions, other than hardship
withdrawals, and all nontaxable loans under
the Plan or any other plan maintained by an
Employer;
(C) the Participant does not make Pre-tax
Deferrals to this Plan or any other plan
maintained by an Employer for at least twelve
months after he receives the hardship
distribution; and
(D) the Participant's Pre-tax Deferrals made in
the calendar year immediately following the
calendar year in which the withdrawal occurs
do not exceed the limitation of Code Section
402(g) (as adjusted) for such calendar year,
less the Participants Pre-tax Deferrals made
in the calendar year in which the withdrawal
was received.
The Plan Administrator will determine whether the
Participant has met the requirements of Subsection
(1) and (2) above.
(3) The amount to be withdrawn may not exceed the
smaller of:
(a) the total value of the Participant's Matched
Pre-tax Deferral Account, his Unmatched Pre-
tax Deferral Account, the Vested Portion of
his Matching Contributions Account, and the
Vested Portion of his Profit Sharing
Contributions Account as of the Valuation
Date preceding the date on which such
withdrawal occurs, and
(b) the amount necessary to meet the
Participant's financial hardship.
If less than the total value of the Participant's
Accounts will be distributed, the distribution will be
first from the Vested Portion of the Participant's
Profit Sharing Contributions Account until it is
exhausted, then from the Vested Portion of his Matching
Contributions Account until it is exhausted, then from
his Unmatched Pre-tax Deferral Account until it is
exhausted, and finally from his Matched Pre-tax
Deferral Account until it is exhausted.
Effective January 1, 1989, a Participant may not
withdraw any earnings credited to his Pre-tax Deferral
Account and Unmatched Pre-tax Deferral Account on and
after such date.
6.02 Loans to Participants
(a) Effective April 1, 1993, each Participant shall have
the right, subject to prior approval by the Plan
Administrator, to borrow from his Accounts.
Application for a loan must be submitted by a
Participant to the Plan Administrator on such form(s)
as the Plan Administrator may require. Approval shall
be granted or denied as specified in subsection (b), on
the terms specified in subsection (c).
(b) The Plan Administrator shall grant any loan which meets
each of the requirements of paragraphs (1) through (4)
below:
(1) The amount of the loan, when added to the
outstanding balance of all other loans to the
Participant from the Plan or any other qualified
plan of an Associated Company, shall not exceed
the lesser of:
(A) $50,000, reduced by the excess, if any, of a
Participant's highest outstanding balance of
all loans from the Plan or any other
qualified plan maintained by an Associated
Company during the preceding 12 months over
the outstanding balance of such loans on the
loan date, or
(B) 50% of the value of the vested balance of the
Participant's Accounts established as of the
Valuation Date preceding the date upon which
the loan is made;
(2) The amount of the loan repaid through payroll
deductions shall not exceed 25% of the
Participant's base salary paid by the Employer
during each such payroll period;
(3) The loan shall be for at least $500; and
(4) No more than one loan may be outstanding to a
Participant at any time.
(c) Each loan granted shall, by its terms, satisfy each of
the following additional requirements:
(1) Each loan must be repaid within five years except
that if the Plan Administrator is satisfied that
the loan proceeds will be used to purchase the
principal residence of the Participant, the Plan
Administrator may establish a term of up to ten
years;
(2) Each loan must require substantially level
amortization over the term of the loan, with
payments not less frequently than quarterly; and
(3) Each loan must be adequately secured, with the
security to consist of the balance of the
Participant's Accounts.
(A) In the case of any Participant who is an
active Eligible Employee, or an Employee on a
leave of absence or on short term disability
but still receiving regular paychecks,
automatic payroll deductions shall be
required as additional security.
(B) In the case of any other Participant, the
outstanding loan balance may at no time
exceed 50% of the outstanding vested balance
of the Participant's Accounts. If such limit
is at any time exceeded, or if the
Participant fails to make timely repayment,
the loan shall be treated as in default and
become immediately payable in full.
(4) Each loan shall bear a reasonable rate of
interest, which rate shall be established by the
Plan Administrator from time to time and shall in
no event be less than 1% above the prime rate
published in the Wall Street Journal on the last
business day of the month immediately preceding
the month in which the loan is approved.
(d) A Participant's loan shall be treated as a separate
investment of the Participant's Accounts from which it
is made and the entire gain or loss attributable to the
loan (including any gain or loss attributable to
interest payments or default) shall be allocated to
such Accounts of the Participant. Similarly, repayment
of each loan or any portion thereof shall be credited
to such Accounts.
(e) All loan payments shall be transmitted by the Employer
to the Trustee as soon as practicable but not later
than 30 days after such amounts are received or
withheld. Each loan may be prepaid in full at any time
after it has been outstanding for six months, and may
not be previously prepaid except upon termination of
employment where a Participant elects to receive a
distribution of his Accounts. Partial prepayment is
not permitted. Any prepayment shall be paid directly
to the Trustee in accordance with procedures adopted by
the Plan Administrator.
(f) Each loan shall be evidenced by a promissory note
executed by the Participant and payable in full to the
Trustee, not later than the earliest of (1) a fixed
maturity date meeting the requirements of subsection
(c)(1) above, (2) the Participant's death, or (3) the
termination of the Plan. Such promissory note shall
evidence such terms as are required by this section.
(g) A one-time administrative fee, in an amount determined
by the Plan Administrator, shall be charged against the
Accounts of the Participant as of the date the loan is
approved. Thereafter, an ongoing administrative fee,
in an amount determined by the Plan Administrator,
shall be charged each calendar quarter against the
Accounts of the Participant. The ongoing
administrative fee shall be charged as of the first day
of each calendar quarter beginning with the first
calendar quarter immediately following the date the
loan is approved. Such fees shall be used to pay only
those expenses of the Plan not otherwise paid by the
Employer.
(h) The Plan Administrator shall have the power to modify
the above rules or establish any additional rules with
respect to loans extended pursuant to this section.
Such rules may be included in a separate document or
documents and shall be considered a part of this Plan;
provided, each rule and each loan shall be made only in
accordance with the regulations and rulings of the
Internal Revenue Service and Department of Labor and
other applicable state or federal law. The Plan
Administrator shall act in its sole discretion to
ascertain whether the requirements of such regulations
and rulings and this section have been met.
<PAGE>
ARTICLE VII
RETIREMENT, DISABILITY AND DEATH BENEFITS
7.01 Retirement Benefits
The retirement benefit payable under the Plan in the case of
a Participant whose employment with all Associated Companies
terminates on or after his Normal Retirement Date is one
hundred percent of the value of all his Accounts on his
Distribution Date. The Participant's Distribution Date is
the Valuation Date coinciding with or immediately following
the date he terminates employment.
7.02 Disability Benefits
The disability benefit payable under the Plan in the case of
a Participant whose employment with all Associated Companies
terminates because he is Permanently and Totally Disabled is
one hundred percent of the value of all his Accounts on his
Distribution Date. The Participant's Distribution Date is
whichever of the following dates he elects:
(a) The Valuation Date coinciding with or immediately
following the date he is determined to be Permanently
and Totally Disabled;
(b) The first Valuation Date following the end of the Plan
Year in which he terminates; or
(c) The Valuation Date coinciding with or immediately
following the date he reaches age sixty-five.
Notwithstanding the foregoing, the Participant may elect a
Distribution Date which is earlier than the dates specified
in Subsections (a), (b) or (c), above, which may include a
Distribution Date on which an interim (or partial)
distribution is made as well as a Distribution Date on which
a final (reconciling) distribution is made. Such interim
Distribution Date shall be based on the immediately
preceding Valuation Date. Such final (or reconciling)
Distribution Date shall be based on the Valuation Date
coinciding with or immediately following the Valuation Date
for the calendar quarter in which the Participant completes
the appropriate distribution forms.
7.03 Death Benefits
The death benefit payable to a Beneficiary under the Plan in
the case of a Participant whose employment with all
Associated Companies terminates due to his death (or who
dies after termination of employment under Sections 7.01 and
7.02, but before his Distribution Date under such Sections)
is one hundred percent of the value of all his Accounts on
the Distribution Date. The Distribution Date with respect
to such Participant is the Valuation Date coinciding with or
immediately following the date the Participant dies.
<PAGE>
ARTICLE VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
8.01 Benefits Upon Termination of Employment
The benefit payable under the Plan in the case of a
Participant whose employment with all Associated Companies
terminates for any reason other than because he became
Permanently and Totally Disabled, died, or retired on or
after his Normal Retirement Date is the Vested Portion
(determined pursuant to Section 8.02) of the value of each
of his Accounts on his Distribution Date. The Participant's
Distribution Date is whichever of the following dates he
elects:
(a) The Valuation Date coinciding with or immediately
following the date he terminates employment;
(b) The first Valuation Date following the end of the Plan
Year in which he terminates; or
(c) Any subsequent Valuation Date coinciding with or
immediately following the date he elects to receive a
distribution.
8.02 Vesting Requirements
(a) The Vested Portion of the Accounts of any Participant
shall be determined according to the Operating Company
Appendix applicable to that Participant.
8.03 Effect of Termination of Employment; Break in Service and
Reemployment
(a) If a Participant terminates employment before the
Vested Portion of his Matching Contributions Account is
one hundred percent, the non-vested portion of his
Matching Contributions Account is forfeited on the last
day of the Plan Year following the Plan Year in which
he terminated employment. If the Participant is
reemployed before the date on which he incurs a five
year Period of Severance, the portion of his Matching
Contributions Account which was forfeited is reinstated
as of the date he is reemployed. If the Participant
later terminates employment before the Vested Portion
of his Matching Contributions Account is one hundred
percent, the Vested Portion of such Account will not be
determined under Section 8.02(b). Instead, such Vested
Portion will be determined by multiplying the
appropriate Vested Portion from Section 8.02(b) times
the sum of (1) plus (2) below and then subtracting (2)
from the result. For this purpose:
(1) is the value of the Participant's Matching
Contributions Account as of the Valuation Date
coinciding with or immediately following his most
recent termination of employment; and
(2) is the amount previously distributed to the
Participant from his Matching Contributions
Account due to his prior termination of
employment.
(b) If a Participant terminates employment before the
Vested Portion of his Profit Sharing Contributions
Account is one hundred percent, the non-vested portion
of his Account is forfeited on the last day of the Plan
Year following the Plan Year in which he terminated
employment. If the Participant is reemployed before
the date on which he incurs a five year Period of
Severance, the portion of his Profit Sharing
Contributions Account which was forfeited is reinstated
as of the date he is reemployed. If the Participant
later terminates employment before the Vested Portion
of his Profit Sharing Contributions Account is one
hundred percent, the Vested Portion of such Account
will not be determined under section 8.02(b). Instead,
such Vested Portion will be determined by multiplying
the appropriate Vested Portion from section 8.02(b)
times the sum of (1) plus (2) below and then
subtracting (2) from the result. For this purpose:
(1) is the value of the Participant's Profit Sharing
Contributions Account as of the Valuation Date
coinciding with or immediately following his most
recent termination of employment; and
(2) is the amount previously distributed to the
Participant from his Profit Sharing Contributions
Account due to his prior termination of
employment.
(c) If a Participant terminates employment before the
Vested Portion of his Matching Contributions Account
and his Profit Sharing Contributions Account is one
hundred percent, and is reemployed after incurring a
five year Period of Severance, the portions of his
Matching Contributions Account and Profit Sharing
Contributions Account that were forfeited as a result
of his termination of employment will not be
reinstated.
(d) Amounts reinstated to a Participant's Accounts under
subsection (a) and (b) above will be paid from the
total forfeitures available from other Participants'
Accounts under Subsections (a) and (b) on the date of
the reinstatement. If available forfeitures are
insufficient to fully reinstate the Participant's
Accounts, the Company will make an additional
contribution to the Plan sufficient to fully reinstate
the Accounts.
8.04 Disposition of Forfeitures
All amounts forfeited under any provisions of this Plan are
first applied to reinstate forfeited amounts of other
Participants pursuant to Section 8.03(a) and (b). Any
remaining forfeitures are (unless specifically provided in
an Operating Company Appendix) allocated according to
Sections 2.02 or 2.04, for the Plan Year following the Plan
Year in which they are forfeited.
<PAGE>
ARTICLE IX
DISTRIBUTION OF BENEFITS
9.01 Form of Benefits for Retirement and Other Termination
Amounts distributable pursuant to Articles VII and VIII are,
other than amounts invested in Company stock, distributed in
a single sum payment in cash as of the Participant's
Distribution Date.
Amounts distributable pursuant to Articles VII and VIII that
are invested in Company stock will be distributed, at the
Participant's election:
(a) in a single sum distribution consisting of the whole
shares of stock held in the Participant's Accounts as
of the Participant's Distribution Date and a single sum
payment in cash of the value of the number of partial
shares held in the Participant's Accounts as of such
Distribution Date, or
(b) in a single sum distribution consisting of a single sum
payment in cash of the value of the number of whole and
partial shares held in the Participant's Accounts as of
such Distribution Date.
In converting shares to cash for a distribution under (a) or
(b) above, the number of shares or partial shares to be
converted will be determined as of the applicable
Distribution Date and the value of such shares will be
determined as of the date the shares are actually
liquidated. Shares will be liquidated as close as
practicable to the date the cash value is to be distributed.
9.02 Timing of Distributions
(a) Notwithstanding the provisions of Articles VII and
VIII, if a Participant's employment terminates for any
reason (regardless of the value of the Vested Portion
of all his Accounts) his Distribution Date is the
Valuation Date he elects pursuant to Section 8.01, and
if no such election is made, his Distribution Date is
the Valuation Date coinciding with or immediately
following the later of the date he reaches age
sixty-five or the date which is the tenth anniversary
of the date he first began participation in this Plan.
Notwithstanding anything else contained herein, if a
distribution is one to which sections 401(a)(11) and
417 of the Code do not apply, such distribution may
commence less than 30 days after the notice required
under Treasury Regulation section 1.411(a)-11(c) is
given, provided that: (i) the Plan Administrator
clearly informs the Participant that the Participant
has a right to a period of at least 30 days after
receiving the notice to consider the decision of
whether or not to elect a distribution (and, if
applicable, a particular distribution option), and (ii)
the Participant, after receiving the notice,
affirmatively elects a distribution.
(b) In the event that a Participant terminates employment
and does not receive a distribution of the entire
vested portion of his or her Accounts, the
Participant's Accounts will be invested according to
the Participant's investment directions. The
directions must comply with the requirements of Section
5.01.
(c) In the event that a Participant terminates employment
and does not receive a distribution of the entire
vested portion of his or her Accounts, an
administrative fee, in an amount determined by the Plan
Administrator, shall be charged each calendar quarter
against the Accounts of the Participant. The
administrative fee shall be charged as of the first day
of each calendar quarter beginning with the first
calendar quarter in the Plan Year immediately following
the Plan Year in which the Participant terminates
employment. The administrative fee shall be used to
pay only those expenses of the Plan not otherwise paid
by the Employer.
(d) If a Participant dies before his Distribution Date, the
value of his benefit, determined as of the Valuation
Date coinciding with or immediately following his
death, will be distributed to his Beneficiary as of
such Valuation Date.
(e) Distributions under the Plan pursuant to Articles VII,
VIII and IX are made as soon as practicable following
the applicable Distribution Date but in no event later
than sixty days after the end of the Plan Year in which
the Participant reaches age sixty-five, reaches the
tenth anniversary of the date he began participation in
the Plan, or terminates employment, whichever is
latest. With respect to a Participant who attained age
seventy and one-half prior to January 1, 1988, his
interest in this Plan will commence to be distributed
by the April 1 following the later of the calendar year
in which he attained age seventy and one-half or the
calendar year in which he retires. In addition, the
interest of a Participant in this Plan who attains age
seventy and one-half after December 31, 1987 will
commence to be distributed not later than April 1
following the calendar year in which the Participant
attains age seventy and one-half. Until January 1,
1993, a Participant's entire Account was distributed
upon attainment of age 70-1/2; effective January 1,1993
only the minimum payment shall be made in each year.
Distributions for each subsequent Plan Year will be
adjusted for additional allocations for Participants
who remain employed after such distributions commence.
The provisions of Code Section 401(a)(9) are hereby
incorporated by reference.
9.03 Direct Rollovers
(a) The provisions of this Section 9.03 shall apply
effective as of January 1, 1993. Notwithstanding any
provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this
Section 9.03, if a Distributee will receive an Eligible
Rollover Distribution of at least $200, the Distributee
may elect, at the time and in the manner prescribed by
the Plan Administrator, to have any portion of his or
her Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee
in a Direct Rollover. Notwithstanding the preceding
sentence, a Distributee may not elect to have an
Eligible Rollover Distribution of less than $500 paid
directly to an Eligible Retirement Plan unless the
Distributee elects to have his or her entire Eligible
Rollover Distribution paid directly to the Eligible
Retirement Plan.
(b) For purposes of this section 9.03, an "Eligible
Rollover Distribution" is any distribution of all or
any portion of the balance to the credit of the
Distributee, except that an Eligible Rollover
Distribution does not include:
(1) any distribution that is one of a series of
substantially equal periodic payments (not less
frequently than annually) made for the life (or
life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the
Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten
years or more;
(2) any distribution to the extent such distribution
is required under Section 401(a)(9) of the Code;
and
(3) the portion of any distribution that is not
includable in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(c) For purposes of this section 9.03, an "Eligible
Retirement Plan" is an individual retirement account
described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the
Code, an annuity plan described in Section 403(a) of
the Code, or a qualified trust described in Section
401(a) of the Code, that accepts the Distributee's
Eligible Rollover Distribution. However, in the case
of an Eligible Rollover Distribution to the surviving
spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.
(d) For purposes of this section 9.03, a "Distributee"
includes an Eligible Employee or former Eligible
Employee. In addition, the Eligible Employee's or
former Eligible Employee's surviving spouse and the
Eligible Employee's or former Eligible Employee's
spouse or former spouse who is the alternate payee
under a qualified domestic relations order, as defined
in Section 414(p) of the Code, are Distributees with
regard to the interest of the spouse or former spouse.
(e) For purposes of this section 9.03, a "Direct Rollover"
is a payment by the Plan to the Eligible Retirement
Plan specified by the Distributee.
<PAGE>
ARTICLE X
ADMINISTRATION
10.01 Charter of the Committee
The Plan shall be administered by a Plan Administrator
designated in accordance with the terms of the Charter of
the Corporate Compensation & Benefits Committee.
10.02 Fiduciary Matters
(a) A person or group of persons may serve in more than one
fiduciary capacity.
(b) Unless otherwise authorized by the United States
Secretary of Labor, no Fiduciary may maintain the
indicia of ownership of any assets of the Plan outside
the jurisdiction of the district courts of the United
States.
(c) No Fiduciary may enter into a transaction prohibited by
ERISA and/or the Code.
(d) A Fiduciary shall not be liable for the breach of
another Fiduciary with respect to the Plan unless
(i) he participates knowingly in, or knowingly
undertakes to conceal, an act or omission of such
Fiduciary, knowing such act or omission is a breach,
(ii) by his failure to comply with his fiduciary duty,
he has enabled another Fiduciary to commit a breach, or
(iii) he has knowledge of a breach by another
Fiduciary, unless he makes reasonable efforts under the
circumstances to remedy the breach. A Fiduciary shall
also not be liable for the acts or omissions of persons
to whom he has properly allocated or delegated specific
responsibilities.
(e) A Fiduciary shall not be liable for a breach committed
before he became a Fiduciary or after he ceased to be a
Fiduciary.
10.03 Conclusiveness of Action
The Plan Administrator shall have full discretion to
construe and interpret the terms and provisions of this
Plan. Any action on matters within the discretion of the
Plan Administrator is conclusive, final and binding upon
all Participants in the Plan and upon all persons claiming
any rights under the Plan, including Beneficiaries.
10.04 Claims Procedure
(a) Filing of a Claim
A claim shall be considered to have been filed when a
written or oral communication is made by the claimant
or the claimant's authorized representative which is
reasonably calculated to bring the claim to the
attention of the Plan Administrator. Each person
entitled to benefits under the Plan must furnish to the
Company and the Trustee such documents, evidence, or
information as the Company and/or the Trustee consider
necessary or desirable for the purpose of administering
the Plan, or to protect the Company and the Trustee,
and it shall be a condition of the Plan that each
person must furnish such information promptly and sign
such documents before any benefits become payable under
the Plan.
(b) Notification to Claimant of Decision
(1) If a claim is wholly or partially denied, the Plan
Administrator shall furnish notice of the decision
to the claimant promptly, and, in any event, not
later than 90 days after the date of the claim,
unless special circumstances require an extension
of time for processing the claim. If such an
extension for processing is required, written
notice of the extension shall be furnished to the
claimant prior to the termination of the initial
90-day period, indicating the special
circumstances requiring an extension of time and
the date by which the Plan Administrator expects
to render the final decision. In no event shall
such extension exceed a period of 90 days from the
end of the initial 90-day period. If notice of
denial of a claim is not furnished within the
periods specified above, the claim shall be deemed
denied and the claimant shall be permitted to
proceed to the review stage described in
Subparagraph (c) below.
(2) Every claim for benefits which is denied shall be
denied by written notice setting forth in a manner
calculated to be understood by the claimant
(i) the specific reason or reasons for the denial,
(ii) specific reference to any provisions of the
Plan on which denial is based, (iii) description
of any additional material or information
necessary for the claimant to perfect his claim
with an explanation of why such material or
information is necessary, and (iv) an explanation
of the procedure for further reviewing the denial
of the claim under the Plan.
(c) Review Procedure
Upon a denial of a claim, the claimant or his duly
authorized representative shall have the right to
review pertinent documents and may submit issues and
comments to the Plan Administrator in writing.
(d) Decision Upon Review
The Plan Administrator shall issue a decision
concerning the review of the claim promptly, and in any
such event, not later than 60 days after receipt for
review from a claimant unless special circumstances,
such as the need to hold a hearing, require a longer
period of time, in which case a decision shall be
rendered as soon as possible, but not later than 120
days after receipt of the claimant's request for
review. If such an extension of time for review is
required because of special circumstances, written
notice of the extension shall be furnished to the
claimant, prior to the expiration of the initial 60-day
period. The decision on review shall be in writing and
shall include specific reasons for the decision,
written in a manner calculated to be understood by the
claimant, as well as specific references to the
pertinent Plan provisions on which the decision is
based. If the decision on review is not furnished
within the time specified above, the claim shall be
deemed denied on review.
10.05 Payment of Expenses
The Plan Administrator will serve without compensation for
services as such. The compensation of fees for
accountants, counsel and other specialists and any other
costs of administering the Plan or Trust Fund, unless paid
directly by the Company, will be paid from the Trust Fund
and will be charged against Participants' Accounts.
10.06 Section 404(c) Provisions
(a) The provisions of this Section 10.06 shall apply
effective as of April 1, 1993. This Plan is intended
to constitute a plan described in Section 404(c) of
ERISA, and the regulations thereunder. As a result,
with respect to elections described in this Plan and
any other exercise of control by a Participant or his
or her Beneficiary over assets in the Participant's
Accounts, such Participant or Beneficiary shall be
solely responsible for such actions and neither the
Trustee, the Plan Administrator, the Company, nor any
other person or entity which is otherwise a Fiduciary
shall be liable for any loss or liability which results
from such Participant's or Beneficiary's exercise of
control.
(b) The Plan Administrator shall provide to each
Participant or his or her Beneficiary the information
described in Section 2530.404c-1(b)(2)(i)(B)(1) of the
Department of Labor Regulations. Upon request by a
Participant or his or her Beneficiary, the Plan
Administrator shall provide the information described
in Section 2530.404c-1(b)(2)(i)(B)(2) of the Department
of Labor Regulations.
(c) The Plan Administrator shall take such actions and
establish such procedures as it deems necessary to
ensure the confidentiality of information relating to
the purchase, sale, and holding of Company stock, and
the exercise of voting, tender and similar rights with
respect to such stock by a Participant or his or her
Beneficiary. Notwithstanding the foregoing, such
information may be disclosed to the extent necessary to
comply with applicable state and federal laws.
(d) In the event of a tender or exchange offer with respect
to the Company, or in the event of a contested election
with respect to the Board, the Company shall, at its
own expense, appoint an independent Fiduciary to carry
out the Plan Administrator's administrative functions
with respect to the Company stock. Such independent
Fiduciary shall not be an "affiliate" of the Company as
such term is defined in Section 2530.404c-1(e)(3) of
the Department of Labor Regulations.
(e) The Plan Administrator may take such other actions or
implement such other procedures as it deems necessary
or desirable in order that the Plan comply with Section
404(c) of ERISA.
10.07 Method of Election or Notice
Any election or notice to be given by a Participant or
Beneficiary hereunder may be given by such means as is
authorized by the Plan Administrator, including but not
limited to authorized telephonic or electronic methods.
<PAGE>
ARTICLE XI
AMENDMENT TO THE PLAN
11.01 Company's Right to Amend
All amendments to the Plan shall be made in
accordance with the Charter of the Committee. Except as
may be required to permit the Plan and the Trust to meet
the requirements for qualification and tax exemption under
the Code, or the corresponding provisions of other or
subsequent revenue laws or of ERISA, no amendment may be
made which may:
(a) Cause any of the assets of the Trust, at any time
prior to the satisfaction of all liabilities with
respect to Participants and their Beneficiaries,
to be used for or diverted to purposes other than
for the exclusive benefit of Participants or their
Beneficiaries;
(b) Create or effect any discrimination in favor of
Participants who are Highly Compensated Employees;
and
(c) Increase the duties or liabilities of the Trustee
without its written consent.
<PAGE>
ARTICLE XII
TERMINATION OF THE PLAN
12.01 Company's Right to Terminate
The Company has the right to terminate the Plan in whole or
in part at any time in accordance with the Charter of the
Committee. Upon termination, partial termination or
complete discontinuance of contributions to the Plan each
affected Participant will have a one hundred percent Vested
Portion in all his Accounts.
12.02 Plan Merger and Consolidation
This Plan shall not be merged or consolidated with, nor
shall its assets or liabilities be transferred to, any
other plan unless each Participant in this Plan (if the
Plan then terminated) would receive a benefit immediately
after the merger, consolidation or transfer which is equal
to or greater than the benefit such Participant would have
been entitled to receive immediately before the merger,
consolidation or transfer (if this Plan had been
terminated). Where the foregoing requirement is satisfied,
this Plan and its related Trust may be merged or
consolidated with another qualified plan and trust.
<PAGE>
ARTICLE XIII
TRUST FUND AND THE TRUSTEE
13.01 Selection of Trustee
The Trustee shall be designated in accordance with the
Charter of the Corporate Compensation & Benefits Committee
and the Trust Agreement shall be written in such form and
contain such provisions as may be deemed appropriate. The
Trust Agreement will provide that with respect to any
distributions to any persons, the Trustee shall follow
the directions of the Plan Administrator. The Trust
Agreement shall be taken to form a part of this Plan, and
any and all rights or benefits which may accrue to any
person under this Plan shall be subject to all the terms
and provisions of the Trust Agreement. The Trust Agreement
may include a provision for participation in a joint or
associated trust fund for the purpose of pooling investment
experience. The Trustee may be removed at any time in
accordance with the Charter of the Corporate Compensation &
Benefits Committee or the Trustee may resign. Upon such a
removal or resignation, a successor Trustee shall be
appointed in accordance with the Charter of the Corporate
Compensation & Benefits Committee.
<PAGE>
ARTICLE XIV
ADOPTION BY ASSOCIATED COMPANY
14.01 Associated Company Participation
An Associated Company may adopt the Plan for the benefit of
any specified group of its employees, effective on the date
specified in the adoption. To adopt the Plan:
(a) The Associated Company must deliver to the Company a
certified copy of the Associated Company's board of
directors resolution adopting the Plan, and/or any
other adopting documents the Company may require; and
(b) The Company must file a copy of the resolution and a
copy of the Company's Board resolutions approving such
adoption with the current Trustee.
14.02 Action Binding on Participating Associated Companies
As long as the Company is party to the Plan and the trust
agreement, it has the exclusive authority to act under the
Plan and trust agreement for any Employer in all matters
relating to the Plan Administrator, the Trustee and the
designation of Associated Companies. Any such action taken
by the Company will automatically include and be binding
upon any Employer which is a party to the Plan.
14.03 Termination of Participation of Associated Company
The Company reserves the right, in its sole discretion and
at any time, to terminate any or all Associated Companies'
participation in this Plan in accordance with the Charter
of the Committee. The termination will be effective
immediately upon the Company's notification of termination
to the Trustee and the Associated Company being terminated.
<PAGE>
ARTICLE XV
MISCELLANEOUS
15.01 Voluntary Plan
The Plan is purely voluntary on the part of the Company and
neither the establishment of the Plan nor any amendment
thereof, nor the creation of any fund or account, nor the
payment of any benefits will be construed as giving any
employee or any person any legal or equitable right against
the Company, an Employer, the Trustee or the Plan
Administrator unless such right is specifically provided
for in this Plan or conferred by affirmative action of the
Plan Administrator or the Company according to the terms
and provisions of this Plan. Nor will such actions be
construed as giving any employee or Participant the right
to continue in the employment of an Employer. All
employees and/or Participants remain subject to discharge
to the same extent as though this Plan had not been
established.
15.02 Nonalienation of Benefits
Participants and their Beneficiaries are entitled to all
the benefits specifically set out under the terms of the
Plan, but such benefits or any of the property rights in
such benefits may not be assigned or distributed to any
creditor or other claimant of a Participant or his
Beneficiary. Notwithstanding the preceding sentence, the
Plan will comply with the provisions of a qualified
domestic relations order as defined in Code Section 414(p)
("QDRO"). Notwithstanding anything to the contrary herein,
if required by a QDRO the Plan will make payment to an
alternate payee as soon as practicable after such QDRO is
received by the Plan Administrator. In the case of a
domestic relations order entered before January 1, 1985,
the Plan Administrator (a) shall treat such order as a
qualified domestic relations order if the Plan is paying
benefits pursuant to such order on such date and (b) may
treat any other such order entered before such date as a
qualified domestic relations order even if such order does
not meet the requirements set forth in Code Section 414(p).
Notwithstanding the foregoing, a loan described in Section
6.05 of the Plan shall not be considered a violation of
this Section.
15.03 Inability to Receive Benefits
If the Plan Administrator receives evidence that (a) a
person entitled to receive any payment under the Plan is
physically or mentally incompetent to receive payment and
to give a valid release for payment, and as (b) another
person or an institution is then maintaining or has custody
of such person, and no guardian, committee or other
representative of the estate of such person has been duly
appointed by a Court of competent jurisdiction, the payment
may be made to the other person or institution referred to
in (b) above. The release of the other person or
institution is a valid and complete discharge for the
payment.
15.04 Lost Participants
If the Plan Administrator is unable, after reasonable and
diligent effort, to locate a Participant or Beneficiary who
is entitled to payment under the Plan, the payment due to
the person will be forfeited. However, if the Participant
or Beneficiary later files a claim for his benefit, it will
be reinstated. Notification by certified or registered
mail to the last known address of the Participant or
Beneficiary is deemed a reasonable and diligent effort to
locate such person.
15.05 Limitation of Rights
Nothing in the Plan expressed or implied is intended or
will be construed to confer upon or give to any person,
firm or association other than the Company, an Employer,
the Participants and their successors in interest any
right, remedy or claim under or by reason of this Plan.
15.06 Invalid Provisions
In case any provision of this Plan is held illegal or
invalid for any reason, the provision will not affect the
remaining parts of this Plan. The Plan will be construed
and enforced as if the illegal and invalid provision had
never been adopted as a part of the Plan.
15.07 One Plan
This Plan may be executed in any number of counterparts,
each of which is deemed an original. The counterparts
constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.
15.08 Headings
Headings of Articles and Sections are inserted solely for
convenience and reference are not part of the Plan.
15.09 Governing Law
The Plan is governed by and construed according to the
Federal laws governing employee benefit plans qualified
under the Code and according to the laws of the state of
California where such laws are not in conflict with the
applicable federal laws described above.
<PAGE>
ARTICLE XVI
EXECUTION
To record the adoption of this Plan, the Vice
President, Human Resources of the Company, at the request of the
Committee, has executed this document on this 22 day of
December, 1994.
DOLE FOOD COMPANY, INC.
By: /s/ George R. Horne
Vice President, Human Resources
<PAGE>
APPENDIX A
DEFINITIONS
Whenever the following terms are used in this Plan with their
first letters capitalized, they have the meaning specified below.
Additional words and phrases used in the Plan are not defined in
this Appendix A, but, for convenience, are defined as they are
introduced in the text. Unless the context indicates otherwise,
the masculine pronoun refers to a man or a woman. Words in the
singular include the plural, and vice versa, unless the context
indicates otherwise.
A.1 Accounts
"Accounts" means the Accounts set forth in the Operating
Company Appendix applicable to a Participant.
A.2 Associated Company
"Associated Company" means (a) a corporation that is a
member of the same controlled group of corporations,
within the meaning of Code Section 1563(a), determined
without regard to Code Section 1563(a)(4) and (e)(3), as
the Company and (b) Pacific Holding Company. For purposes
of Section 4.01 and Appendix B, Associated Company will be
determined by substituting the phrase "more than fifty
percent" for the phrase "at least eighty percent" each
place it appears in Code Section 1563 and will not include
Pacific Holding Company.
A.3 Beneficiary
"Beneficiary" means the person, persons, or entity
designated by the Participant to receive any death benefit
which may become payable under the Plan. If more than one
Beneficiary is named, the Participant may specify the
sequence and/or proportion in which payments will be made
to each Beneficiary. In the absence of a specification of
sequence or proportions, payments will be made in equal
shares to all named Beneficiaries. A Participant may
change his Beneficiary from time to time by written notice
delivered to the Plan Administrator in the manner and form
prescribed by the Plan Administrator.
If a Participant has a Beneficiary designation which is
other than his spouse on his date of death as his sole
primary Beneficiary, the designation will not be valid
unless such spouse consents to the designation in writing
and the consent is witnessed by a Plan representative or a
notary public. The spouse's consent requirement will be
waived if the Plan Administrator is satisfied the spouse
cannot be located or the Participant has no spouse.
If no valid Beneficiary has been designated or if no
designated Beneficiary is living at the time of the
Participant's death, payment of any death benefit, to the
extent permitted by law, will be made to the surviving
person or persons in the first of the following classes of
successive preference of Beneficiaries: (a) surviving
spouse, (b) children and/or children's issue by right of
representation, (c) parents, (d) brothers and/or sisters,
or (e) executors or administrators of the Participant's
estate. Any minor's share will be paid to the adult or
adults who, in the opinion of the Plan Administrator, have
assumed custody and support of the minor. Any death
benefit payable to executors or administrators will be
paid in one lump sum. Proof of death satisfactory to the
Plan Administrator must be furnished before the payment of
any death benefit under the Plan.
A.4 Board
"Board" means the Board of Directors of the Company.
A.5 Charter of the Committee
"Charter of the Committee" means the Charter of the
Corporate Compensation and Benefits Committee, as amended
from time to time. A copy of the Charter of the Committee
is attached as Appendix D.
A.6 Code
"Code" means the Internal Revenue Code of 1986, as it
currently exists and includes any subsequent amendments.
A.7 Company
"Company" means Dole Food Company, Inc.
A.8 Compensation
"Compensation" has the meaning set forth in the Operating
Company Appendices.
Notwithstanding the foregoing, for Plan Years beginning on
or after January 1, 1989, the maximum amount of a
Participant's Compensation which shall be taken into
account under the Plan for any Plan Year ("Maximum
Compensation Limitation") shall be $200,000 adjusted at
the same time and in the same manner as under Section
415(d) of the Code. For purposes of the Maximum
Compensation Limitation, the Compensation of any
Participant who is either a 5% owner (as defined in
Section 416(i)(1) of the Code), or one of the ten most
highly paid Highly Compensated Employees during the Plan
Year ("First Participant") shall be aggregated with the
Compensation of any Participant who has not attained age
19 and is a lineal descendant of the First Participant and
any Participant who is the Spouse of the First
Participant. In any case in which such aggregation would
produce Compensation in excess of the Maximum Compensation
Limitation, the amount of the First Participant's
Compensation that is considered under the Plan shall be
reduced until the Maximum Compensation Limitation is met.
Compensation only includes the amounts, described above,
paid to an individual while he is a Participant. For
purposes of determining the contributions and forfeitures
to be allocated to a Participant, but not for purposes of
non-discrimination testing required by the Code, a
Participant's deferrals in a non-qualified deferred
compensation plan shall be considered Compensation in the
year the deferrals would otherwise have been paid to the
Participant.
Notwithstanding the foregoing, for Plan Years beginning on
or after January 1, 1994, the $200,000 Maximum
Compensation Limitation referred to above shall be reduced
to $150,000, adjusted in accordance with Section
401(a)(17)(B) of the Code. For purposes of applying the
Maximum Compensation Limitation, the rules set forth in
the preceding paragraphs shall continue to apply, except
that "$150,000" shall replace "$200,000" each place it
appears. The $150,000 limit shall be adjusted in
increments of $10,000.
A.9 Distribution Date
"Distribution Date" means the date as of which the Vested
Portion of a Participant's Accounts is distributed, as
described in Section 7.01 (in the case of termination on
or after the Participant's Normal Retirement Date),
Section 7.02 (in the case of Permanent and Total
Disability), Section 7.03 (in the case of death) and
Section 8.01 (in the case of any other termination of
employment).
A.10 Effective Date
"Effective Date" means the original effective date of the
Plan, which is June 17, 1984.
A.11 Eligible Employee
"Eligible Employee" has the meaning set forth in the
Operating Company Appendices.
A.12 Employer
"Employer" has the meaning set forth in the Operating
Company Appendices.
A.13 ERISA
"ERISA" means the Employee Retirement Income Security Act
of 1974, as it currently exists and includes any
subsequent amendments.
A.14 Fiduciary
"Fiduciary" means a member of the Board or the Corporate
Compensation & Benefits Committee appointed by the Board,
the Plan Administrator, the asset manager, and any person
who (i) exercises any discretionary authority or
discretionary control respecting management of the Plan or
exercises any authority or control respecting management
of disposition of Plan assets, (ii) renders investment
advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of
the Plan, or (iii) has any discretionary authority or
discretionary responsibility in the administration of the
Plan.
A.15 Highly Compensated Employee
"Highly Compensated Employee" means:
(a) Any employee who performs service during the
determination year and is described in one or more
of the following groups:
(1) An employee who is a 5% owner, as defined in
Code section 416(i)(1), at any time during the
determination year or the look-back year.
(2) An employee who receives compensation in excess
of $75,000, adjusted at the same time and in
the same manner as under Code Section 415(b),
during the look-back year.
(3) An employee who receives compensation in excess
of $50,000, adjusted at the same time and in
the same manner as under Code Section 415(b),
during the look-back year and is a member of
the top-paid group for the look-back year.
(4) An employee who is an officer, within the
meaning of Code Section 416(i), during the
look-back year and who receives compensation in
the look-back year greater than 50% of the
dollar limitation in effect under Code Section
415(b)(1)(A) for the calendar year in which the
look-back year begins.
(5) An employee who is both described in
Subsections (2), (3), or (4) above when these
Subsections are modified to substitute the
determination year for the look-back year and
one of the 100 employees who receives the most
Compensation from an Associated Company during
the determination year.
(b) For purposes of the definition of Highly Compensated
Employee the following will apply:
(1) The determination year is the Plan Year for
which the determination of who is highly
compensated is being made.
(2) The look-back year is the twelve month period
immediately preceding the determination year,
or if the Company elects, the calendar year
ending with or within the determination year.
(3) The top-paid group consists of the top 20% of
employees ranked on the basis of Compensation
received during the year. For purposes of
determining the number of employees in the top
paid group, employees who have not completed 6
months of service by the end of the Plan Year
(including service in the immediately preceding
Plan Year), who normally work less than 17-1/2
hours per week, who work less than six months
during any year or who have not had their 21st
birthday by the end of the Plan Year shall be
excluded.
(4) The number of officers is limited to 50 (or, if
less, the greater of three employees or 10% of
employees).
(5) When no officer has Compensation in excess of
50% of the Code Section 415(b) limit, the
highest paid officer is treated as highly
compensated.
(6) Compensation is compensation within the meaning
of Code Section 415(c)(3) including elective or
salary reduction contributions to a cafeteria
plan or cash or deferred arrangement.
(7) Employers aggregated under Code Section 414(b),
(c), (m), or (o) are treated as a single
employer.
(c) A former employee who has a separation year prior to
the determination year and who was a highly
compensated active employee for either (1) such
employee's separation year or (2) any determination
year ending on or after the employee's 55th birthday
will be a Highly Compensated Employee. Generally, a
separation year is the determination year the
Employee separates from service. An employee who
separated from service before January 1, 1987, will
be included as a Highly Compensated Employee only if
the employee was a 5% owner or received Compensation
in excess of $50,000.
A.16 Hour of Service
"Hour of Service" means:
(a) Each hour for which a person is directly or
indirectly paid by, or entitled to payment from, an
Associated Company for the performance of duties.
These hours are credited to the person in the
computation period in which the duties are
performed.
(b) Each hour for which a person is directly or
indirectly paid by, or entitled to payment from an
Associated Company on account of a period of time
during which no duties are performed (irrespective
of whether the employment relationship has
terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury
duty, military duty or leave of absence. However, a
person is not entitled to credit for such hours if
payment is made or due under a plan maintained
solely for the purpose of complying with applicable
workers' compensation, unemployment compensation or
disability insurance laws, or if such payment solely
reimburses a person for his medical or medically
related expenses.
In the case of a payment which is made or due on
account of a period during which a person performs
no duties, and which results in crediting of hours
under this Subsection (b), or in the case of an
award or agreement for back pay, to the extent that
such award or agreement is made with respect to a
period described in this Subsection (b), the number
of hours and the computation period in which they
are to be credited are determined in accordance with
Section 2530.200(b)-2(b) and (c) of Title 29 of the
Code of Federal Regulations, which Section is
incorporated herein by this reference.
(c) Each hour for which a person is entitled to back
pay, regardless of mitigation of damages, which has
been either awarded or agreed to by an Associated
Company. These hours are credited to the person in
the computation period to which the award, agreement
or payment pertains. However, a person will not be
credited with hours under this Subsection (c) if he
received credit for the same hours under Subsections
(a) or (b).
A.17 Inactive Participant
"Inactive Participant" means a person who was a
Participant but who is transferred to and is in a position
of employment in which he is no longer an Eligible
Employee.
A.18 Investment Fund
"Investment Fund" means the funds in which a Participant
may invest his Accounts according to Section 5.01.
A.19 Limitation Year
"Limitation Year" means the twelve month period beginning
January 1 and ending the following December 31, as that
term is used in Section B.1 of Appendix B.
A.20 Non-Highly Compensated Employee
"Non-Highly Compensated Employee" means a person who is
not a Highly Compensated Employee.
A.21 Normal Retirement Date
"Normal Retirement Date" means a Participant's sixty-fifth
birthday.
A.22 Operating Company Appendix
"Operating Company Appendix" means each of the appendices
setting forth the provisions of this Plan applicable to
the operating companys, divisions and subsidiaries of the
Company which have employees who may participate in this
Plan. There is a separate Operating Company Appendix for
each of the plans which were merged effective January 1,
1993.
A.23 Participant
"Participant" means any Employee who is a Participant as
provided in Article III or Section 1.11. Where
appropriate to the context, it also includes an Inactive
Participant.
A.24 Period of Severance
"Period of Severance" means, for any person, an
interruption in his Service under the Plan. A Period of
Severance begins on the date the person no longer is
credited with Service under the Plan and ends on the date
the person returns to active employment with an Associated
Company. A person whose employment with all Associated
Companies is terminated, or deemed terminated, for any
reason will incur:
(a) a one year Period of Severance if he fails to return
to active employment as an employee and render one
or more Hours of Service before the first annual
anniversary of the date of such termination;
(b) a five year Period of Severance if he fails to
return to active employment as an employee and
render one or more Hours of Service before the fifth
annual anniversary of the date of such termination.
For purposes of this Section, a person who is absent from
employment for maternity or paternity reasons will not be
treated as having incurred a one year Period of Severance
until the second anniversary of such absence, or a five
year Period of Severance until the sixth anniversary of
such absence, or such earlier time permitted under
applicable regulations.
Absence for maternity or paternity reasons means a person
is absent because:
(1) the person is pregnant,
(2) the person gave birth to a child,
(3) an adopted child is placed with the person, or
(4) the person is caring for his natural or adopted
child immediately after the child is born or
placed with the person.
The provisions of this paragraph will not apply unless the
person provides information to the Plan Administrator,
within the time limits established by the Plan
Administrator, sufficient to establish that the absence is
for maternity or paternity reasons and the duration of the
absence.
A.25 Permanent and Total Disability
"Permanent and Total Disability" means a physical or
mental condition which renders a person unable to engage
in any substantial gainful activity for an Associated
Company for which he is reasonably fitted by education,
training, or experience. A physical or mental condition
which qualifies a Participant for disability payments
under an Associated Company's long term disability plan is
deemed to be a Permanent and Total Disability, effective
the date on which the Participant qualifies for such
payments. The Plan Administrator will determine, based on
whatever competent medical evidence it requires, whether
any other person is Permanently and Totally Disabled and
the effective date of such disability.
A.26 Plan
"Plan" means the Tax Deferred Investment Plan for Salaried
Employees of Dole Food Company, Inc. and Participating
Divisions and Subsidiaries.
A.27 Plan Administrator
"Plan Administrator" means the Plan Administrator
described in Section 10.01.
A.28 Plan Year
"Plan Year" means the twelve month period beginning
January 1 and ending the following December 31.
A.29 Service
"Service" means, with respect to any person, his period or
periods of employment with all Associated Companies which
are counted as Service according to the following rules:
(a) Each person is credited with Service under the Plan
for the period or periods during which the person
maintains an employment relationship with any
Associated Company. An employment relationship is
limited to an employer-employee relationship, and
does not include other types of relationships, such
as independent contractors. A person's employment
relationship is deemed to commence on the date the
person first renders one Hour of Service, and is
deemed to continue during the following periods:
(1) Periods of leave of absence with or without pay
granted to the person by an Associated Company
in a like and nondiscriminatory manner for any
purpose including, but not limited to,
sickness, accident or military leave. The
person is not considered to have terminated
employment during such leave of absence unless
he fails to return to the employ of an
Associated Company at or prior to the
expiration date of the leave. If he fails to
so return, he is deemed to have terminated as
of the date the leave began but he is given
credit for Service through the earlier of the
first anniversary of the date his leave of
absence began or the date his employment
terminates.
(2) In the case of a person who terminates
employment and who is later reemployed by an
Associated Company before he incurs a one year
Period of Severance, the period between his
date of termination and date of reemployment.
(b) Except as provided in Subsection (c) all periods of
a person's Service, whether or not consecutive, are
aggregated. Service is measured in elapsed years
and fractions of years whereby each twelve complete
calendar months constitutes one year, each complete
calendar month constitutes one-twelfth of a year and
partial calendar months which when aggregated equal
thirty days constitute one-twelfth of a year.
(c) In the case of a person who terminates employment
before he becomes a Participant and who is not
reemployed before the date he incurs the greater of:
(1) a five year Period of Severance (as described
in Section A.22(b)), or
(2) a Period of Severance greater than his service
before the date he terminated employment, his
service before he terminated employment will be
disregarded.
A.30 Trust Fund
"Trust Fund" means the assets of the Plan held by the
Trustee and subject to the trust agreement described in
Article XIII. Trust Fund includes, but is not limited to,
the Investment Funds.
A.31 Trustee
"Trustee" means the person, persons, bank and/or other
entity selected by the Board to hold the Trust Fund
according to Article XIII.
A.32 Valuation Date
"Valuation Date" means the last day of each calendar
quarter.
<PAGE>
APPENDIX B
ALLOCATION LIMITATIONS
B.1 Basic Limitation on Annual Additions
(a) Notwithstanding any other provisions of the Plan and
subject to the provisions of Subsections (b), (c)
and (d) below, the amount of Annual Additions, as
defined below, allocated to a Participant for any
Limitation Year, as defined in Section A.19 of
Appendix A, will not exceed the lesser of:
(1) thirty thousand dollars or, if greater, twenty
five percent of the defined benefit dollar
limitation provided in Code Section
415(b)(1)(A); or
(2) twenty five percent of the Participant's
Earnings (as defined below) for the Limitation
Year.
(b) For purposes of Section 4.01 and this Appendix B a
Participant's Annual Additions means the amount of:
(1) Company and Associated Company contributions,
(2) Participant contributions,
(3) forfeitures, and
(4) contributions for post retirement medical
benefits, to the extent required by Code
Section 415(e) or 419A(d)(2), allocated to his
Accounts under this Plan and his accounts under
all other defined contribution plans (as
defined in Code Section 414(i)) adopted by an
Associated Company.
(c) For purposes of this Appendix B and Sections 1.02
and 2.05, a Participant's Earnings means Earnings as
defined under Code Section 415(c) and related
regulations. Earnings includes the Participant's
earned income, wages, salaries, commissions and
bonuses received from all Associated Companies. It
excludes the following:
(1) Contributions by an Associated Company to a
plan of deferred compensation which are not
included in the Participant's gross income for
the taxable year in which contributed, or any
distribution from a plan of deferred
compensation;
(2) Amounts realized from the exercise of a
non-qualified stock option, or when restricted
stock (or property) held by the Participant
either becomes freely transferable or is no
longer subject to a substantial risk of
forfeiture;
(3) Amounts realized from the sale, exchange or
other disposition of stock acquired under a
qualified stock option; and
(4) Other amounts which received special tax
benefits, including Pre-tax Deferrals under
this Plan and salary reduction under any other
tax qualified program.
Earnings for any Limitation Year are the
amounts actually paid or includable in gross
income during such year. A Participant's
annual Earnings in excess of two hundred
thousand dollars (or, effective for Plan Years
beginning on or after January 1, 1994, one-
hundred and fifty thousand dollars), or such
greater amount as determined by the Secretary
of the Treasury, are disregarded for all
purposes under the Plan.
B.2 Participation in this Plan and a Defined Benefit Plan
If a Participant is or has been a participant in a
qualified defined benefit plan (as defined in Code Section
414(j)) maintained by an Associated Company, the sum of
the Participant's defined benefit plan fraction and
defined contribution plan fraction (as defined in Code
Section 415(e)) for any year will not exceed one. In
calculating the defined contribution plan fraction, the
Plan Administrator may, at its discretion, make the
election described in Code Section 415(e)(6).
B.3 Reduction in Annual Additions and Elimination of Excess
Amounts
If the limitations described in Sections B.1 and B.2 would
otherwise be exceeded for a Participant for a Limitation
Year, the excess will be eliminated as follows:
(a) First, amounts attributable to the Participant's
Unmatched Pre-tax Deferrals will be reduced. The
amount of the reduction will be paid to the
Participant by the Company as cash compensation and
will be subject to all federal, state, municipal,
and/or county taxes, and other deductions which
apply to cash compensation;
(b) Second, amounts attributable to the Participant's
Matched Pre-tax Deferrals will be reduced. The
amount of reduction will be paid to the Participant
by the Company as cash compensation and will be
subject to all federal, state, municipal, and/or
county taxes, and other deductions which apply to
cash compensation;
(c) Third, the provisions of any other plans established
by an Associated Company which have caused the
limits to be exceeded for the Participant will be
applied. The provisions of a defined benefit plan
will be applied before the provisions of a defined
contribution plan.
(d) Fourth, the excess allocations of Matching
Contributions and if necessary Profit Sharing
Contributions will be removed from the Participant's
Matching Contributions Account and Profit Sharing
Contributions Account and will be reallocated to
other Participants' Matching Contributions Accounts
and Profit Sharing Contributions Accounts. However,
if the reallocation of the excess amounts causes the
limitations of Sections B.1 and B.2 to be exceeded
for all other Plan Participants for the Limitation
Year, then the remaining excess amounts will be held
unallocated in a suspense account. If a suspense
account exists at any time during a Limitation Year,
other than the Limitation Year described in the
preceding sentence, all amounts in the suspense
account must be allocated to Participants' Accounts
(subject to the limitations of Code Section 415)
before any Company contributions which are Annual
Additions may be made to the Plan for that
Limitation Year.
<PAGE>
APPENDIX C
TOP-HEAVY PROVISIONS
Section 4.02 of the Plan shall be construed in
accordance with this Appendix C. Definitions in this Appendix C
shall govern for the purposes of this Appendix C. Any other
words and phrases used in this Appendix C, however, shall have
the same meanings that are assigned to them under the Plan,
unless the context clearly requires otherwise.
C.1 - General.
This Appendix C shall be effective for Plan Years
beginning on or after January 1, 1984. This Appendix C shall be
interpreted in accordance with Section 416 of the Code and the
regulations thereunder.
C.2 - Definitions.
(a) The "Benefit Amount" for any Employee means
(1) in the case of any defined benefit plan, the present value
of his normal retirement benefit, determined on the Valuation
Date as if the Employee terminated on such Valuation Date, plus
the aggregate amount of distributions made to such Employee
within the five-year period ending on the Determination Date
(except to the extent already included on the Valuation Date) and
(2) in the case of any defined contribution plan, the sum of the
amounts credited, on the Determination Date, to each of the
accounts maintained on behalf of such Employee (including
accounts reflecting any nondeductible employee contributions)
under such plan plus the aggregate amount of distributions made
to such Employee within the five-year period ending on the
Determination Date. For purposes of this Section, the present
value shall be computed using a 5% interest assumption and the
mortality assumptions contained in the defined benefit plan for
benefit equivalence purposes, provided that, if more than one
defined benefit plan is being aggregated for top-heavy purposes,
the actuarial assumptions which shall be used for testing top-
heaviness are those of the plan with the lowest interest
assumption, provided further that if the lowest interest
assumption is the same for two or more plans, the actuarial
assumptions used shall be that of the plan with the greatest
value of assets on the applicable date.
(b) "Company" means any company (including
unincorporated organizations) participating in the Plan or plans
included in the "aggregation group" as defined in this
Appendix C.
(c) "Determination Date" means the last day of the
preceding Plan Year or, in the case of the first Plan Year of the
Plan, the last day of the Plan Year.
(d) "Employees" means employees, former employees,
beneficiaries, and former beneficiaries who have a Benefit Amount
greater than zero on the Determination Date.
(e) "Key Employee" means any Employee who, during
the Plan Year containing the Determination Date or during the
four preceding Plan Years, is:
(1) one of the ten Employees of a Company having
annual compensation from such Company of more than the
limitation in effect under Section 415(c)(1)(A) of the
Code and owning (or considered as owning within the
meaning of Section 318 of the Code) both more than a 1/2%
interest and the largest interests in such Company (if two
Employees have the same interest the Employee having the
greater annual compensation from the Company shall be
treated as having a larger interest);
(2) a 5% owner of a Company;
(3) a 1% owner of a Company who has an annual
compensation above $150,000; or
(4) an officer of a Company having an annual
compensation greater than 50% of the amount in effect
under Section 415(b)(1)(A) of the Code for any such Plan
Year (however, no more than the lesser of (A) 50 employees
or (B) the greater of 3 employees or 10% of the Company's
employees shall be treated as officers). For purposes of
determining the number of employees taken into account
under this Section B.2(e)(4), employees described in
Section 414(q)(8) of the Code shall be excluded.
(f) A "Non-Key Employee" means an Employee who is
not a Key Employee.
(g) "Valuation Date" means the first day (or such
other date which is used for computing plan costs for minimum
funding purposes) of the 12-month period ending on the
Determination Date.
(h) A "Year of Service" shall be calculated using
the Plan rules that normally apply for determining vesting
service.
These definitions shall be interpreted in accordance
with Section 416(i) of the Code and the regulations thereunder
and such rules are hereby incorporated by reference. The term
"Key Employee" shall not include any officer or employee of an
entity referred to in Section 414(d) of the Code. For the
purpose of this subsection, "compensation" shall mean
compensation as defined in Section 414(q)(7) of the Code and
shall be determined without regard to Sections 125, 402(a)(8),
402(h)(1)(B) or, in the case of employer contributions made
pursuant to a salary reduction agreement, Section 403(b).
C.3 - Top-Heavy Definition.
The Plan shall be top-heavy for any Plan Year if, as
of the Determination Date, the "top-heavy ratio" exceeds 60%.
The top-heavy ratio is the sum of the Benefit Amounts for all
employees who are Key Employees divided by the sum of the Benefit
Amounts for all Employees. For purposes of this calculation
only, the following rules shall apply:
(a) The Benefit Amounts of all Non-Key Employees
who were Key Employees during any prior Plan Year shall be
disregarded.
(b) The Benefit Amounts of all employees who have
not performed any services for any Company at any time
during the five-year period ending on the Determination
Date shall be disregarded; provided, however, if an
Employee performs no services for five years and then
again performs services, such Employee's Benefit Amount
shall be taken into account.
(c)(1) Required Aggregation. This calculation
shall be made by aggregating any plans, of the
Company or a Related Company, qualified under
Section 401(a) of the Code in which a Key Employee
participates or which enables this Plan to meet the
requirements of Section 401(a)(4) or 410 of the
Code; all plans so aggregated constitute the
"aggregation group."
(2) Permissive Aggregation. The Company may
also aggregate any such plan to the extent that such
plan, when aggregated with this aggregation group,
continues to meet the requirements of Section
401(a)(4) and Section 410 of the Code.
If an aggregation group includes two or more defined
benefit plans, the actuarial assumptions used in
determining an Employee's Benefit Amount shall be the same
under each defined benefit plan and shall be specified in
such plans. The aggregation group shall also include any
terminated plan which covered a Key-Employee and which was
maintained within the five-year period ending on the
Determination Date.
(d) This calculation shall be made in accordance
with Section 416 of the Code (including 416(g)(3)(B) and
(g)(4)(A)) and the regulations thereunder and such rules
are hereby incorporated by reference. For purposes of
determining the accrued benefit of a Non-Key Employee who
is a Participant in a defined benefit plan, this
calculation shall be made using the method which is used
for accrual purposes for all defined benefit plans of the
Company, or if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate
permitted under Section 411(b)(1)(C) of the Code.
C.4 - Vesting.
Notwithstanding the vesting provisions of the Plan,
if the Plan is top-heavy for any Plan Year, any Participant who
completes one Hour of Service during any day of such Plan Year or
any subsequent Plan Year and who terminates during any day of
such Plan Year or any subsequent Plan Year shall be entitled to a
vested benefit which is the greater of his vested interest
pursuant to the Plan, or a vested interest at least equal to the
product of (x) the benefit such Participant would receive under
the Plan if he was 100% vested on the date of such termination
times (y) the percentage shown below:
Number of Completed
Years of Service Percentage
2 20%
3 40%
4 60%
5 80%
6 100%
Notwithstanding the foregoing, the nonforfeitable percentage of a
Participant's benefit under the Plan shall not be less than that
determined under the Plan without regard to the preceding vesting
schedule. Such benefit shall be payable in accordance with the
provisions of the Plan regarding payments to terminated
Participants.
Notwithstanding the preceding paragraph, if the Plan
is no longer top-heavy in a Plan Year following a Plan Year in
which it was top-heavy, a Participant's vesting percentage shall
be computed under the vesting schedule that otherwise exists
under the Plan. However, in no event shall a Participant's
vested percentage in his accrued benefit be reduced. In
addition, a Participant shall have the option of remaining under
the vesting schedule set forth in this Section if he has
completed three years of Vesting Service. The period for
exercising such option shall begin on the first day of the Plan
Year for which the Plan is no longer top-heavy and shall end 60
days after the later of such first day or the day the Participant
is issued written notice of such option by the Company or the
Committee.
C.5 - Minimum Benefits or Contributions, Compensation
Limitations and Section 415 Limitations.
If the Plan is top-heavy for any Plan Year, the
following provisions shall apply to such Plan Year:
(a)(1) Except to the extent not required by Section
416 of the Code or any other provision of law,
notwithstanding any other provision of this Plan, if the
Plan and all other plans which are part of the aggregation
group are defined contribution plans, each Participant
(and any other Employee required by Section 416 of the
Code) other than Key employees shall receive an allocation
of employer contributions and forfeitures from a plan
which is part of the aggregation group at least equal to
3% (or, if lesser, the largest percentage allocated to any
Key Employee for the Plan Year) of such Participant's
compensation for such Plan Year (the "defined contribution
minimum"). For purposes of this subsection, salary
reduction contributions on behalf of a Key Employee must
be taken into account. For purposes of this subsection, a
non-Key Employee shall be entitled to a contribution if he
is employed on the last day of the Plan Year (1)
regardless of his level of compensation, (2) without
regard to whether he has made any mandatory contributions
required under the Plan, and (3) regardless of whether he
has less than 1,000 Hours of Service (or the equivalent)
for the accrual computation period.
(2) Except to the extent not required by Section
416 of the Code or any other provision of law,
notwithstanding any other provisions of the Plan, if the
Plan or any other plan which is part of the aggregation
group is a defined benefit plan each Participant who is a
participant in any such defined benefit plan (who is not a
Key Employee) who accrues a full Year of Service during
such Plan Year shall be entitled to an annual normal
retirement benefit from a defined benefit plan which is
part of the aggregation group which shall not be less than
the product of (1) the employee's average compensation for
the five consecutive years when the employee had the
highest aggregate compensation and (2) the lesser of 2%
per Year of Service or 20% (the "defined benefit
minimum"). A Non-Key Employee shall not fail to accrue a
benefit merely because he is not employed on a specified
date or is excluded from participation because (1) his
compensation is less than a stated minimum or (2) he fails
to make mandatory employee contributions. For purposes of
calculating the defined benefit minimum, (1) compensation
shall not include compensation in Plan Years after the
last Plan Year in which the Plan is top-heavy and (2) a
Participant shall not receive a Year of Service in any
Plan Year before January 1, 1984 or in any Plan Year in
which the Plan is not top-heavy. This defined benefit
minimum shall be expressed as a life annuity (with no
ancillary benefits) commencing at normal retirement age.
Benefits paid in any other form or time shall be the
actuarial equivalent (as provided in the plan for
retirement benefit equivalence purposes) of such life
annuity. Except to the extent not required by Section 416
of the Code or any other provisions of law, each
Participant (other than Key Employees) who is not a
participant in any such defined benefit plan shall receive
the defined contribution minimum (as defined in paragraph
(a)(1) above).
(3) If a non-Key Employee is covered by plans
described in both paragraphs (1) and (2) above, he shall
be entitled only to the minimum described in paragraph
(1), except that for the purpose of paragraph (1) "3% (or,
if lesser, the largest percentage allocated to any key
employee for the Plan Year)" shall be replaced by "5%".
Notwithstanding the preceding sentence, if the accrual
rate under the plan described in (2) would comply with
this Section C.5 absent the modifications required by this
Section, the minimum described in paragraph (1) above
shall not be applicable.
(b) For purposes of this Section, "compensation"
shall mean all earnings included in the Employee's Form W-
2 for the calendar year that ends within the Plan Year,
not in excess of $200,000, adjusted at the same time and
in the same manner as under Section 415(d) of the Code.
(c)(1) Unless the Plan qualifies for an exception
under Section C.5(c)(2), "1.0" shall be substituted for
"1.25" in the definitions of Defined Benefit Plan Fraction
and Defined Contribution Plan Fraction used in Appendix B
to the Plan.
(2) A Plan qualifies for an exception from the
rule of Section C.5(c)(1) if the Benefit Amount of all
Employees who are Key Employees does not exceed 90% of the
sum of the Benefit Amounts for all Employees and one of
the following requirements is met:
(A) A defined benefit minimum of 3% per Year
of Service (up to 30%) is provided;
(B) For Participants covered only by a
defined contribution plan, a defined contribution
minimum of 4% is provided;
(C) For Participants covered by both types
of plans, benefits from the defined contribution
minimum are comparable to the 3% defined benefit
minimum;
(D) The plan provides a floor offset where
the floor is a 3% defined benefit minimum; or
(E) A defined contribution minimum of 7-1/2%
of compensation is provided for any non-Key Employee
who is covered under both a defined benefit plan and
a defined contribution plan (each of which is top-
heavy) of a Company.
<PAGE>
APPENDIX D
CHARTER OF THE COMMITTEE
D.1 The Asset Manager
(a) The Asset Manager shall be the Treasurer of the
Company or such other person appointed by the
Committee. In the event of any vacancy in the
position of Asset Manager, or in the event the Asset
Manager is unable to perform his/her duties, the
Committee shall designate the person to act as Asset
Manager until the vacancy is filled by the Committee
or the Asset Manager is able to resume, and actually
resumes, his/her duties.
(b) The Asset Manager shall:
(1) Locate, screen, and interview candidates for
Investment Managers for defined benefit and
defined contribution plans and Trustees, and
recommend qualified candidates to the
Committee;
(2) Meet with each Investment Manager regularly to
review its performance, and report to the
Committee on the status of the investments,
fund transfers, and investment performance of
the Investment Managers;
(3) Set investment guidelines subject to Committee
approval, and direct the transfer of funds
among Investment Managers as determined and
approved by the Committee;
(4) Recommend to the Committee, consultants to
assist the Committee in measuring Investment
Manager performance, and auditing pension fund
asset management;
(5) Report periodically to the Committee on the
Asset Manager's major activities during the
applicable period.
(c) The Asset Manager may hire and retain Investment
Managers, advisors and consultants without the prior
consent and approval of the Committee; provided that
the Asset Manager shall only be authorized to hire
and retain such Investment Manager, advisors and
consultants as shall conform to the guidelines
established from time to time by the Committee.
(d) The Asset Manager shall not participate in or assume
performance of any of the responsibilities of the
Investment Managers to manage investments.
The Asset Manager may not delegate any of his/her
duties or responsibilities without the prior written
consent and approval of the Committee.
D.2 Investment Managers
(a) Investment Managers shall be appointed by the Asset
Manager, in accordance with the authority delegated
pursuant to Section 1(c) of this Appendix 1, or by
the Committee and shall serve pursuant to
appropriate written agreements.
(b) Each Investment Manager shall perform its duties in
accordance with its written agreement. Such duties
shall include, but not be limited to the following:
(1) Investment of the assets that have been
allocated to it by the Asset Manager in
accordance with the investment guidelines
communicated to it from time to time by the
Asset Manager.
(2) Periodic and frequent reviews with the Asset
Manager of the Investment Manager's
performance, including specifically risk and
return expectations, investment strategy and
rationale. An Investment Manager shall
immediately report any intent to vary or
variations by the Investment Manager from the
established general investment guidelines;
(3) As frequently as may be requested by the
Committee, preparation and presentation to the
Committee of a report reviewing its performance
and activities with respect to the assets of
the plans allocated to it.
(c) The Investment Manager may not delegate any of its
duties or responsibilities without disclosure to and
the prior written consent and approval of the Asset
Manager or the Committee.
D.3 Trustee
(a) Each Trustee shall be appointed by and serve at the
pleasure of the Committee pursuant to a written
trust agreement.
(b) Each Trustee shall perform its duties in accordance
with its written trust agreement. Such duties shall
include, but not be limited to the following:
(1) Maintenance custody of such assets as allocated
to it by the Asset Manager;
(2) Preparation and submission to the Asset Manager
of an annual report, which shall detail the
Trustee's activities and include (but not
necessarily be limited to) an accounting for
all transactions during the year and a year-end
statement of assets;
(3) Preparation of such reports as may be required
by the Committee from time to time with respect
to transactions affecting the assets of the
trust;
(4) Compliance with instructions of Investment
Managers and recordkeepers as to fund
transfers.
D.4 The Retirement Committee and the Welfare Plan Committee
(a) The Committee shall appoint a Retirement Plan
Committee and a Welfare Plan Committee. Each of the
Committees shall consist of the Vice President,
Human Resources and Risk Management, and a senior
corporate employee benefits manager, and may, but
need not, include one or more other persons,
selected by the Committee, who may also be employees
of the Company. The Retirement Plan Committee shall
have the powers and duties set forth below with
respect to the Company's pension, retirement, and
deferred compensation plans, and the Welfare Plan
Committee shall have the powers and duties set forth
below with respect to the Company's health,
insurance and other welfare plans. The Retirement
Plan Committee and the Welfare Plan Committee are
referred to collectively in this Appendix D as the
"Plan Committees."
(b) The Committee shall choose a Chairman for each of
the Plan Committees and each Plan Committee shall
choose a Secretary. The Secretary shall keep
minutes of each Plan Committee's proceedings and
appropriate records and documents pertaining to the
Plan Committee's actions. Any action of a Plan
Committee shall be taken pursuant to the vote or
written consent of a majority of its members
present, and such action shall constitute the action
of the Plan Committee and be binding upon the same
as if all members had joined therein. A member of a
Plan Committee shall not vote or act upon any matter
which relates solely to himself as a participant in
a plan. The Chairman or any other member or members
of a Plan Committee designated by the Chairman may
execute any certificate or other written direction
on behalf of the Plan Committee. A Trustee or any
third person dealing with a Plan Committee may
conclusively rely upon any certificate or other
written direction so signed.
(c) The Company is the plan administrator (as defined in
Section 3(16)(A) of ERISA) of its plans subject to
ERISA. The Company delegates the duties described
below to the Plan Committees. The Plan Committees
shall act as fiduciaries with respect to control and
management of the plans for purposes of ERISA on
behalf of the plan participants and beneficiaries,
shall enforce the plans in accordance with their
terms, shall be charged with the general
administration of the plans, and shall have all
powers necessary to accomplish the purposes of the
plans, including, but not by way of limitation, the
following:
(1) To determine all questions relating to the
eligibility of employees to participate;
(2) In their sole discretion, to construe and
interpret the terms and provisions of the
plans;
(3) To compute, certify to, and direct the amount
and kind of benefits payable to participants
and beneficiaries;
(4) To authorize all disbursements from the plans,
including hardship withdrawals and plan loans,
if any;
(5) To maintain all records that may be necessary
for the administration of the plans other than
those maintained by the Trustee;
(6) To provide for the disclosure of all
information and the filing or provision of all
reports and statements to participants,
beneficiaries or governmental agencies as shall
be required by ERISA or other law, other than
those prepared and filed by a Trustee;
(7) To make and publish such rules for the
regulation of the plans as are not inconsistent
with the terms thereof;
(8) To appoint plan recordkeepers or, any other
agents, including employees of the Company or
its operating units, and to delegate to them or
to a Trustee such powers and duties in
connection with the administration of the plans
as the Plan Committee may from time to time
prescribe, and to designate each such
administrator or agent as a fiduciary with
regard to matters delegated to him; and
(9) To establish claims procedures consistent with
regulations of the Secretary of Labor for
presentation of claims by participants and
beneficiaries for plan benefits, consideration
of such claims, review of claim denials and
issuance of a decision on review. Such claims
procedures shall at a minimum consist of the
procedures described below; provided, however,
the Plan Committees are granted the
discretionary authority to resolve any
conflicts which may exist between the
procedures described below and the procedures
specified in a plan:
(A) The Plan Committees shall notify
participants and, where appropriate,
beneficiaries of their right to claim
benefits under the claims procedures,
shall make forms available for filing of
such claims, and shall provide the name of
the person or persons with whom such
claims should be filed.
(B) The Plan Committees shall establish
procedures for action upon claims
initially made. The Plan Committees are
specifically empowered to delegate the
power and duty to act upon claims
initially made to the person or persons
designated by them or designated under the
terms of a plan. The communication of a
decision to the claimant shall be made
promptly and, in any event, not later than
90 days after the claim is received by the
Plan Committee, unless special
circumstances require an extension of time
for processing the claim. If an extension
is required, notice of the extension shall
be furnished the claimant prior to the end
of the initial 90-day period, which notice
shall indicate the reasons for the
extension and the expected decision date.
The extension shall not exceed 90 days.
The claim may be deemed by the claimant to
have been denied for purposes of further
review described below in the event a
decision is not furnished to the claimant
within the period described in the three
preceding sentences. Every claim for
benefits which is denied shall be denied
by written notice setting forth in a
manner calculated to be understood by the
claimant (i) the specific reason or
reasons for the denial, (ii) specific
reference to and provisions of the plan on
which denial is based, (iii) description
of any additional material or information
necessary for the claimant to perfect his
claim with an explanation of why such
material or information is necessary, and
(iv) an explanation of the procedure for
further reviewing the denial of the claim
under the plan.
(C) The Plan Committees shall establish a
procedure for review of claim denials,
such review to be undertaken by the
appropriate Plan Committee or the person
or persons to whom such power and duty has
been delegated by the Plan Committee or
designated by the terms of a plan. The
review given after denial of any claim
shall be a full and fair review with the
claimant or his duly authorized
representative having 60 days after
receipt of denial of his claim to request
such review, the right to review all
pertinent documents and the right to
submit issues and comments in writing.
The Plan Committees shall establish a
procedure for issuance of a decision on
review not later than 60 days after
receipt of a request for review from a
claimant unless special circumstances,
such as the need to hold a hearing,
require a longer period of time, in which
case a decision shall be rendered as soon
as possible but not later than 120 days
after receipt of the claimant's request
for review. The decision on review shall
be in writing and shall include specific
reasons for the decision written in a
manner calculated to be understood by the
claimant with specific reference to any
provisions of the plan on which the
decision is based.
(d) (1) The members of the Plan committees shall serve
without compensation for their services hereunder.
(2) The members of the Plan Committees and any
delegates shall be bonded to the extent
required by Section 412(a) of ERISA and the
regulations thereunder. Bond premiums and all
expenses of the Plan Committees or of any
delegate who is an employee of the Company
shall be paid by the Company and the Company
shall furnish the Plan Committees and any such
delegate with such clerical and other
assistance as is necessary in the performance
of their duties.
(3) The Plan Committees are authorized at the
expense of the Company to employ such legal
counsel as it may deem advisable to assist in
the performance of their duties hereunder.
Expenses and fees in connection with the
administration of the plans shall be paid from
the assets of the appropriate plan to the
fullest extent permitted by law, unless the
Company determines otherwise or a plan
otherwise provides.
(4) To the extent permitted by applicable state
law, the Company shall indemnify and save
harmless the Plan Committees and each member
thereof, and any delegate of a Plan Committee
who is an employee of the Company against any
and all expenses, liabilities and claims,
including legal fees to defend against such
liabilities and claims arising out of their
discharge in good faith of responsibilities
under or incident to the plans, other than
expenses and liabilities arising out of willful
misconduct. This indemnity shall not preclude
such further indemnities as may be available
under insurance purchased by the Company of
provided by the Company under any by-law,
agreement or otherwise, as such indemnities are
permitted under state law. Payments with
respect to any indemnity and payment of any
expenses and fees under this Section shall be
made only from assets of the Company and shall
not be made directly or indirectly from plan
assets.
(e) the Plan Committees shall have full discretion to
construe and interpret the terms and provisions of
the plans, which interpretation or construction
shall be final and binding on all parties, including
but not limited to the Company and any participant
or beneficiary, except as otherwise provided by law.
The Plan Committees shall administer such terms and
provisions in a uniform and nondiscriminatory manner
and in full accordance with any and all laws
applicable to the plans.
(f) In the exercise of the powers and duties of the Plan
Committees, each member of the Plan Committees shall
use the care, prudence, and diligence under the
circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of
a like character and with like aims.
D.5 Plan Amendments
The Vice President, Human Resources and Risk
Management, shall have the power, on behalf of the Company, to
adopt plans or make amendments to plans:
(a) to comply with federal or state laws, rules, or
regulations;
(b) to conform with applicable collective bargaining
agreements;
(c) to cover hourly employees not represented by
collective bargaining agreements;
(d) to cover salaried employees, if the annual cost of
such adoption or amendment does not exceed $100,000;
(e) if such adoption or amendment is of a technical
nature and does not otherwise have a substantial
impact on the cost or terms of benefits provided by
Dole Food Company or the participating employers or
(f) if requested by the Committee.
<PAGE>
OPERATING COMPANY APPENDIX 060
TAXDIP
FOR SALARIED EMPLOYEES
OF
DOLE FOOD COMPANY, INC.
<PAGE>
TABLE OF CONTENTS
Page(s)
ARTICLE 060-I
CONTRIBUTIONS
060-1.01 Contribution of Participant Deferrals. . . .I-1
060-1.03 Matching Contributions . . . . . . . . . . .I-3
060-1.04 Profit Sharing Contributions . . . . . . . .I-3
ARTICLE 060-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
060-2.01 Participant Accounts . . . . . . . . . . . II-1
060-2.02 Allocation of Profit Sharing
Contributions and Forfeitures. . . . . . . II-4
060-2.03 Allocation of Pre-tax Deferrals. . . . . . II-5
060-2.04 Allocation of Company Matching
Contributions. . . . . . . . . . . . . . . II-5
060-2.06 Allocation of Nonelective Contributions. . II-7
ARTICLE 060-III
ELIGIBILITY AND PARTICIPATION
060-3.01 Participation in the Plan. . . . . . . . .III-1
ARTICLE 060-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
060-8.02 Vesting Requirements . . . . . . . . . . VIII-1
APPENDIX 060-A
DEFINITIONS
060-A.1 Accounts . . . . . . . . . . . . . Appendix A-1
060-A.8 Compensation . . . . . . . . . . . Appendix A-1
060-A.11 Eligible Employee. . . . . . . . . Appendix A-2
060-A.12 Employer . . . . . . . . . . . . . Appendix A-2
<PAGE>
INTRODUCTION
Dole Food Company, Inc. previously established the Castle &
Cooke, Inc. Tax Deferred Investment Plan, the "Plan", effective
June 17, 1984 for the benefit of certain of its employees.
Effective January 1, 1987, the Plan was amended and restated in
its entirety.
Effective December 31, 1988, the Plan was frozen and all
contributions under the Plan were suspended effective January 1,
1989. Effective January 1, 1989 the Plan was divided into seven
separate plans, each surviving plan covering a separate line of
business within Dole Food Company, Inc. The assets and
liabilities as of December 31, 1988 applicable to the
participants of each successor plan have been transferred to such
plans. The assets and liabilities remaining in this Plan cover
the Eligible Employees of Dole Food Company, Inc.
Effective January 1, 1989 the Plan is reactivated and renamed the
"Tax Deferred Investment Plan for Salaried Employees of Dole Food
Company, Inc. and Participating Divisions and Subsidiaries."
Participant Pre-tax Deferrals and related Company Matching
Contributions were reactivated effective February 1, 1989.
Effective January 1, 1993, ten separate tax deferred investment
plans of Dole Food Company, Inc. were merged with this Plan 060.
This Operating Company Appendix sets forth certain provisions of
this Plan applicable to the employees who formerly were
participants in the Tax Deferred Investment Plan for Salaried
Employees of Dole Food Company, Inc. and Participating Divisions,
and such other employees who become eligible pursuant to this
Appendix.
The section numbers of this Appendix correspond to the Section
numbers of the main Plan document. For example, Section 060-1.01
corresponds to Section 1.01 of the main Plan document.
Capitalized terms which are not defined in the main Plan document
are defined in this Appendix.
<PAGE>
ARTICLE 060-I
CONTRIBUTIONS
060-1.01 Contribution of Participant Deferrals
(a) Pre-tax Deferrals
Upon enrollment or re-enrollment in the Plan, each
Participant eligible to make Pre-tax Deferrals
according to Section 3.01(c) may elect to make
Matched Pre-tax Deferrals of one percent to six
percent of his Compensation. A Participant may also
elect to make Unmatched Pre-tax Deferrals of one to
four percent of his Compensation.
A Participant's Pre-tax Deferral percentage rate
must be a fixed whole percentage.
The amount of Compensation otherwise payable to the
Participant for each payroll period while an
election under this Section is in effect will be
reduced by the amount of the Participant's Pre-tax
Deferrals. The Company will make contributions to
the Plan equal to the amount deferred. The
contributions will be allocated to the Participant's
Matched Pre-tax Deferral Account and Unmatched
Pre-tax Deferral Account, whichever is applicable,
as of the last day of the payroll period in which
such amounts are deferred.
(b) Change in Percentage or Suspension of Pre-tax
Deferrals
A Participant's Pre-tax Deferral percentage rate
will remain in effect, notwithstanding any change in
his Compensation, until he elects to change such
percentage.
Effective as of the first day of the first payroll
period which coincides with or next follows any
January 1, April 1, July 1, or October 1, a
Participant may elect to change his Pre-tax Deferral
percentage rate. To make the change, he must file
an election with the Plan Administrator before the
effective date of the change, according to rules
established by the Plan Administrator.
A Participant may suspend all his Pre-tax Deferrals
at any time during a Plan Year, provided he files an
election form with the Plan Administrator according
to rules established by the Plan Administrator. A
Participant who has elected to suspend all his
deferrals may resume his Pre-tax Deferrals effective
as of the first day of the first payroll period
which coincides with or next follows any subsequent
January 1, April 1, July 1 or October 1. To resume
Pre-tax Deferrals, he must file an election with the
Plan Administrator before the effective date of the
resumption, according to rules established by the
Plan Administrator.
060-1.03 Matching Contributions
The Company will make a Matching Contribution for each
calendar quarter, out of current or accumulated net
profits, in an amount which, when added to forfeitures
available in such calendar quarter, equals the sum of the
amounts to be allocated to Participants' Matching
Contributions Accounts for such calendar quarter.
Notwithstanding the preceding paragraph, if the Company
does not have sufficient current or accumulated net
profits in any year to make the applicable Matching
Contribution, the Board in its sole discretion may
determine that the Company will make the Matching
Contribution, notwithstanding the lack of current or
accumulated profits.
The term current or accumulated net profits means the net
income of the Company determined in accordance with
generally accepted accounting principles and methods
consistently applied.
060-1.04 Profit Sharing Contributions
The amount of Profit Sharing Contribution made by the
Company, if any, for each Plan Year will be determined by
the Board in its sole discretion.
<PAGE>
ARTICLE 060-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
060-2.01 Participant Accounts
The Plan Administrator will maintain the following
Accounts for each Participant:
(a) A Matched Pre-tax Deferral Account which is:
(1) credited with the Participant's Matched Pre-tax
Deferrals;
(2) credited with the value of the matched portion
of his Elective Deferral Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Matched Pre-
tax Deferral Account is always one hundred percent.
(b) A Matching Contributions Account which is:
(1) credited with the Participant's share of
Matching Contributions and related forfeitures;
(2) credited with the value of his Participating
Employer Contribution Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Matching
Contribution Account is determined according to
Section 060-8.02.
(c) A Nonelective Contributions Account which is:
(1) credited with the Participant's share of
Nonelective Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Nonelective
Contributions Account is always one hundred percent.
(d) A Profit Sharing Contributions Account which is:
(1) credited with the Participant's share of Profit
Sharing Contributions and related forfeitures;
(2) credited with the value of his Supplemental
Employer Contributions Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Profit Sharing
Contributions Account is determined according to
Section 060-8.02.
(e) An Unmatched Pre-tax Deferral Account which is:
(1) credited with the Participant's Unmatched Pre-
tax Deferrals;
(2) credited with the value of the unmatched
portion of his Elective Deferral Account, if
any, as of December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Unmatched
Pre-tax Deferral Account is always one hundred
percent.
060-2.02 Allocation of Profit Sharing Contributions and Forfeitures
Profit Sharing Contributions, if any, plus forfeitures
arising from Participant Profit Sharing Contributions
Account balances which are available for reallocation in a
Plan Year, if any, will be allocated as of the end of each
Plan Year to the Profit Sharing Contributions Account of
each Participant who is an employee of the Company or an
Associated Company on the last day of the Plan Year.
The portion of the Company Profit Sharing Contribution to
be allocated to each such Participant will bear the same
ratio to the total amount to be allocated as the
Participant's Compensation for the Plan Year bears to the
total Compensation for the Plan Year of all such
Participants.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan or to an
employment status such that he is no longer an Eligible
Employee during a Plan Year, a Profit Sharing Contribution
will be allocated to his Profit Sharing Contributions
Account, based on the ratio that the Participant's
Compensation received for the Plan Year while a
Participant in this Plan bears to the total Compensation
for the Plan Year of all such Participants, provided that
the Participant is an employee of the Company or an
Associated Company on the last day of such Plan Year.
060-2.03 Allocation of Pre-tax Deferrals
Company contributions which result from a Participant's
Pre-tax Deferrals will be allocated to the Participant's
Matched Pre-tax Deferral Account and Unmatched Pre-tax
Deferral Account, whichever is appropriate. An allocation
will occur as of the last day of each payroll period
during which the Participant has Pre-tax Deferrals
withheld from his Compensation. The amount of the
allocation will equal the amount of the participant's
Matched Pre-tax Deferrals and Unmatched Pre-tax Deferrals
withheld during such payroll period.
060-2.04 Allocation of Company Matching Contributions
Company Matching Contributions for a calendar quarter and
forfeitures arising from Participants' Matching
Contributions Account balances which are available for
reallocation in such quarter, if any, will be allocated to
each Participant's Matching Contributions Account as of
each Valuation Date, in an amount equal to fifty percent
of the Participant's Matched Pre-tax Deferrals contributed
to the Plan for the calendar quarter ending on such
Valuation Date, provided that the maximum Company Matching
Contribution allocated to the Participant's Matching
Contributions Account for that Plan Year shall not exceed
fifty percent of the Participant's total Matched and
Unmatched Pre-tax Deferrals for such Plan Year which do
not exceed six percent of his Compensation for the Plan
Year.
As of the Valuation Date that coincides with the last day
of each Plan Year, an additional Company Matching
Contribution will be allocated to the Matching
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on such
date. The amount to be allocated is the amount which,
when added to all other Company Matching Contributions
allocated to such Participant's Matching Contributions
Account as of each Valuation Date which occurs in the Plan
Year, equals fifty percent of the Participant's total
Matched and Unmatched Pre-tax Deferrals for such Plan Year
which do not exceed six percent of his Compensation for
the Plan Year.
The Plan Administrator may implement such procedures as it
deems appropriate to increase the probability that
Participants may receive the maximum amount of Company
Matching Contributions available to them under the terms
of the Plan, but the Plan Administrator shall not be
liable or responsible if any Participant fails to receive
the maximum Company Matching Contributions which may have
been available had the Participant made different
elections.
060-2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated to the
Nonelective Contributions Account of each Participant in
the ratio that the Compensation of each such Participant
for the Plan Year bears to the total Compensation of all
such Participants for the Plan Year, or in equal dollar
amounts at the Board's discretion. Notwithstanding the
foregoing sentence, the Company in its sole discretion,
may limit allocation of the Nonelective Contributions to
certain Participants who are Nonhighly Compensated
Employees. Except for hardship withdrawal rules under
Section 6.01, Nonelective Contributions shall be treated
as Pre-Tax Deferrals for all purposes under the Plan if
the requirements of Treasury Regulation 1.401(k)-1(b)(5)
are satisfied.
<PAGE>
ARTICLE 060-III
ELIGIBILITY AND PARTICIPATION
060-3.01 Participation in the Plan
(a) Each Eligible Employee who is a Participant on
December 31, 1988 will remain a Participant on
January 1, 1989.
Each Eligible Employee who was hired before
January 1, 1989 will become a Participant on
January 1, 1989.
(b) Each other Eligible Employee who was hired on or
after January 1, 1989 will become a Participant as
of the first day of the first payroll period which
coincides with or immediately follows the last day
of the calendar quarter during which the later of
the following occurs:
(1) The last day of the twelve month period in
which he completes 1,000 Hours of Service. The
twelve month period will be the twelve
consecutive month period beginning on his first
day of employment or, if he fails to complete
1,000 Hours of Service within such period, the
twelve consecutive month period beginning the
first day of the Plan Year following his first
day of employment, or any subsequent Plan Year;
(2) the date he attains age twenty one; and
(3) the date he becomes an Eligible Employee.
(c) On and after January 1, 1989, a Participant will
first be eligible to make Pre-tax Deferrals on the
later of February 1, 1989 or the date he becomes a
Participant according to Subsections (a) or (b)
above.
<PAGE>
ARTICLE 060-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
060-8.02 Vesting Requirements
The Vested Portion of the Accounts of any Participant who
was employed by an Associated Company as of December 31,
1988 is always one hundred percent.
The Vested Portion of the Accounts of any Participant
whose employment began on or after January 1, 1989 is as
follows:
(a) The Vested Portion of a Participant's Matched Pre-
tax Deferral Account, Nonelective Contributions
Account Unmatched Pre-tax Deferral Account, and
Rollover Account is always one hundred percent.
(b) The Vested Portion of a Participants' Matching
Contributions Account and Profit Sharing
Contributions Account is based on his years of
Service as of the date his employment terminates, as
follows:
Years of Service Vested Portion
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the preceding sentence, if a
Participant reaches age sixty five while employed by
the Employer, his Vested Portion of his Matching
Contributions Account and Profit Sharing
Contributions Account shall be one hundred percent.
<PAGE>
APPENDIX 060-A
DEFINITIONS
060-A.1 Accounts
"Accounts" means a Participant's Matched Pre-tax Deferral
Account, Matching Contributions Account, Nonelective
Contributions Account, Profit Sharing Contributions
Account, and Unmatched Pre-tax Deferral Account. These
Accounts are described in Section 060-2.01. In addition,
an Eligible Employee may have a Rollover Account, which is
described in Section 1.11.
060-A.8 Compensation
"Compensation" means the Participant's base salary
(including elective contributions that are made by the
Employer on behalf of the Participant that are not
includable in gross income under Sections 125 and
402(e)(3) of the Code), bonuses, overtime, commissions,
performance incentives, shift differentials, supplemental
pay, severance pay, and other pay received by a
Participant from the Employer.
060-A.11 Eligible Employee
"Eligible Employee" means any person, including an
officer, who is an employee of an Employer and who is paid
on a salaried basis from the Employer's United States
payroll, but excludes:
(a) any person whose employment is covered by the terms
of a collective bargaining agreement, if retirement
benefits were the subject of good faith bargaining;
(b) any person whose employment relationship is limited
to that of a consultant to the Employer, as
determined by the Plan Administrator;
(c) any person who is a leased employee described in
Section 414(n) of the Code; and
(d) any person who is a nonresident alien and who
receives no United States source income.
060-A.12 Employer
"Employer" means Dole Food Company, Inc. and any
Associated Company which adopts the Plan.
<PAGE>
OPERATING COMPANY APPENDIX 067
DOLE DRIED FRUIT AND NUT COMPANY
RETIREMENT APPENDIX
<PAGE>
TABLE OF CONTENTS
Page(s)
ARTICLE 067-I
CONTRIBUTIONS
067-1.01 Contribution of Participant Deferrals. . . . . . . . .I-1
067-1.03 Matching Contributions . . . . . . . . . . . . . . . .I-3
067-1.04 Profit Sharing Contributions . . . . . . . . . . . . .I-3
ARTICLE 067-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
067-2.01 Participant Accounts . . . . . . . . . . . . . . . . II-1
067-2.02 Allocation of Profit Sharing Contributions . . . . . II-2
067-2.03 Allocation of Pre-tax Deferrals. . . . . . . . . . . II-4
067-2.04 Allocation of Matching Contributions . . . . . . . . II-4
067-2.06 Allocation of Nonelective Contributions. . . . . . . II-6
067-2.07 Forfeitures. . . . . . . . . . . . . . . . . . . . . II-7
ARTICLE 067-III
ELIGIBILITY AND PARTICIPATION
067-3.01 Participation in the Plan. . . . . . . . . . . . . .III-1
ARTICLE 067-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
067-8.02 Vesting Requirements . . . . . . . . . . . . . . . VIII-1
APPENDIX 067-A
DEFINITIONS
067-A.1 Accounts. . . . . . . . . . . . . . . . . . . Appendix A-1
067-A.8 Compensation. . . . . . . . . . . . . . . . . Appendix A-1
067-A.11 Eligible Employee . . . . . . . . . . . . . . Appendix A-2
067-A.12 Employer . . . . . . . . . . . . . . . . . . Appendix A-3
<PAGE>
INTRODUCTION
Dole Food Company, Inc. previously established the Dole Dried
Fruit and Nut Company Retirement Plan, (the "Plan"), effective
July 1, 1988 for the benefit of certain employees of the Dole
Dried Fruit and Nut Company (a subsidiary of Dole Food Company,
Inc.) and such other affiliates of Dole Food Company, Inc. who
adopt the Plan. Effective January 1, 1993, this Plan was merged
with Plan 060. This Operating Company Appendix sets forth
certain provisions of this Plan applicable to the employees who
formerly were participants in the Dole Dried Fruit and Nut
Company Retirement Plan, and such other employees who become
eligible pursuant to this Appendix.
The Section numbers of this Appendix correspond to the Section
number of the main Plan document. For example, Section 067-1.01
corresponds to Section 1.01 of the main Plan document.
Capitalized terms which are not defined in the main Plan document
are defined in this Appendix.
<PAGE>
ARTICLE 067-I
CONTRIBUTIONS
067-1.01 Contribution of Participant Deferrals
(a) Pre-tax Deferrals
Upon enrollment or re-enrollment in the Plan, each
Participant eligible to make Pre-tax Deferrals
according to Section 3.01(c) may elect to make
Pre-tax Deferrals of one percent to six percent of
his or her Compensation. Effective January 1, 1989,
each Participant eligible to make Pre-tax Deferrals
according to Section 3.01(c) may elect to make Pre-
tax Deferrals of one percent to eight percent of his
or her Compensation.
A Participant's Pre-tax Deferral percentage rate
must be a fixed whole percentage.
The amount of Compensation otherwise payable to the
Participant for each payroll period while an
election under this Section is in effect will be
reduced by the amount of the Participant's Pre-tax
Deferrals. The Company will make contributions to
the Plan equal to the amount deferred. The
contributions will be allocated to the Participant's
Elective Deferral Account as of the last day of the
payroll period in which such amounts are deferred.
(b) Change in Percentage or Suspension of Pre-tax
Deferrals
A Participant's Pre-tax Deferral percentage rate
will remain in effect, notwithstanding any change in
his or her Compensation, until he or she elects to
change such percentage.
Effective as of the first day of the first payroll
period which coincides with or next follows any
January 1, April 1, July 1, or October 1, a
Participant may elect to change his or her Pre-tax
Deferral percentage rate. To make the change, he or
she must file an election with the Plan
Administrator before the effective date of the
change according to rules established by the Plan
Administrator.
A Participant may suspend all his or her Pre-tax
Deferrals at any time during a Plan Year, provided
he or she files an election form with the Plan
Administrator according to rules established by the
Plan Administrator. A Participant who has elected
to suspend all his or her deferrals may resume his
or her Pre-tax Deferrals effective as of the first
day of the first payroll period which coincides with
or next follows any subsequent January 1, April 1,
July 1 or October 1. To resume Pre-tax Deferrals,
the Participant must file an election with the Plan
Administrator before the effective date of the
resumption, according to rules established by the
Plan Administrator.
067-1.03 Matching Contributions
The Employer will make a Matching Contribution for each
payroll period, out of current or accumulated net profits,
in an amount which, when added to forfeitures available,
equals the sum of the amounts to be allocated to
Participants' Employer Contributions Accounts for such
payroll period.
Notwithstanding the preceding paragraph, if the Employer
does not have sufficient current or accumulated net
profits in any year to make the applicable Matching
Contribution, the Board of Directors of the Employer in
its sole discretion may determine that the Employer will
make the Matching Contribution, notwithstanding the lack
of current or accumulated profits.
The term current or accumulated net profits means the net
income of the Employer determined in accordance with
generally accepted accounting principles and methods
consistently applied.
067-1.04 Profit Sharing Contributions
Each Employer shall make a Profit Sharing Contribution,
out of current or accumulated net profits, as defined in
Section 1.03, equal to two percent of its total payroll.
Such amount shall be allocated to Participants' Employer
Contributions Accounts in accordance with Section 2.02.
<PAGE>
ARTICLE 067-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
067-2.01 Participant Accounts
The Plan Administrator will maintain the following
Accounts for each Participant:
(a) An Elective Deferral Account which is:
(1) credited with the Participant's Pre-tax
Deferrals;
(2) adjusted for investment results and expenses;
and
(3) charged with withdrawals and distributions.
The Vested Portion of a Participant's Pre-tax
Deferral Account is always one hundred percent.
(b) An Employer Contributions Account which is:
(1) credited with the Participant's share of
Matching Contributions and related forfeitures;
(2) credited with the Participant's share of Profit
Sharing Contributions and related forfeitures;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his or her
Employer Contribution Account is determined
according to Section 067-8.02.
(c) A Nonelective Contributions Account which is:
(1) credited with the Participant's share of
Nonelective Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his or her
Nonelective Contributions Account is always one
hundred percent.
067-2.02 Allocation of Profit Sharing Contributions
Profit Sharing Contributions for a Plan Year will be
allocated as of the end of each Plan Year to the Employer
Contributions Account of each Participant who is an
Eligible Employee on the last day of the Plan Year.
Notwithstanding the preceding sentence, effective January
1, 1990, in the event that an employee who is a
Participant terminates employment during the Plan Year
upon or after attaining his or her Normal Retirement Date,
or as a result of death or Permanent and Total Disability,
then such employee shall receive an allocation to his or
her Employer Contribution Account of a portion of the
Profit Sharing Contribution made for such Plan Year.
The portion of the Company Profit Sharing Contribution to
be allocated to each such Participant will bear the same
ratio to the total amount to be allocated as the
Participant's Compensation for the Plan Year bears to the
total Compensation for the Plan Year of all such
Participants.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan or to an
employment status such that he or she is no longer an
Eligible Employee during a Plan Year, a Profit Sharing
Contribution will be allocated to his or her Employer
Contributions Account based on the ratio that the
Participant's Compensation received for the Plan Year
while a Participant in this Plan bears to the total
Compensation for the Plan Year of all such Participants,
provided that the Participant is an employee of the
Company or an Associated Company on the last day of such
Plan Year.
067-2.03 Allocation of Pre-tax Deferrals
Employer contributions which result from a Participant's
Pre-tax Deferrals will be allocated to the Participant's
Elective Deferral Account. An allocation will occur as of
the last day of each payroll period during which the
Participant has Pre-tax Deferrals withheld from his or her
Compensation. The amount of the allocation will equal the
amount of the Participant's Pre-tax Deferrals withheld
during such payroll period.
067-2.04 Allocation of Matching Contributions
Matching Contributions for a payroll period will be
allocated to each Participant's Employer Contributions
Account as of the last day of each payroll period in an
amount equal to the Participant's Pre-tax Deferrals
contributed to the Plan during such payroll period,
provided that the maximum Matching Contributions made on
behalf of a Participant during a Plan Year may not exceed
three percent of the Participant's Compensation for such
Plan Year. For the Plan Year ending December 31, 1988,
the Matching Contribution shall equal each Participant's
Pre-tax Deferrals up to six percent of the Participant's
Compensation for the period from July 1, 1988 through
December 31, 1988. Notwithstanding the preceding
sentences, effective on or after January 1, 1993, Company
Matching Contributions for a calendar quarter will be
allocated to each Participant's Employer Contributions
Account as of each Valuation Date, in an amount equal to
fifty percent of the Participant's Pre-tax Deferrals
contributed to the Plan for the calendar quarter ending on
such Valuation Date, provided that the maximum Matching
Contributions made on behalf of a Participant during a
Plan Year may not exceed fifty percent of the
Participant's Pre-tax Deferral's for such Plan Year which
do not exceed six percent of Compensation for such Plan
Year.
As of the Valuation Date that coincides with the last day
of each Plan Year, an additional Matching Contribution
will be allocated to the Employer Contributions Account of
each Participant who is an employee of the Company or an
Associated Company on such date. The amount to be
allocated is the amount which, when added to all other
Matching Contributions allocated to such Participant's
Employer Contributions Account as of each Valuation Date
which occurs in the Plan Year, equals the Participant's
Pre-tax Deferrals for such Plan Year which do not exceed
three percent of his or her Compensation for the Plan
Year. Notwithstanding the preceding sentence, effective
January 1, 1993, the amount to be allocated is the amount
which, when added to all other Matching Contributions
allocated to such Participant's Employer Contributions
Account as of each Valuation Date which occurs in the Plan
Year, equals fifty percent of the Participant's Pre-tax
Deferrals which do not exceed six percent of his
Compensation for the Plan Year.
The Plan Administrator may implement such procedures as it
deems appropriate to increase the probability that
Participants may receive the maximum amount of Matching
Contributions available to them under the terms of the
Plan, but the Plan Administrator shall not be liable or
responsible if any Participant fails to receive the
maximum Matching Contributions which may have been
available had the Participant made different elections.
067-2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated to the
Nonelective Contributions Account of each Participant in
the ratio that the Compensation of each such Participant
for the Plan Year bears to the total Compensation of all
such Participants for the Plan Year, or in equal dollar
amounts at the Board's discretion. Notwithstanding the
foregoing sentence, the Company in its sole discretion,
may limit allocation of the Nonelective Contributions to
certain Participants who are Nonhighly Compensated
Employees. Except for hardship withdrawal rules under
Section 6.01, Nonelective Contributions shall be treated
as Pre-Tax Deferrals for all purposes under the Plan if
the requirements of Treasury Regulation 1.401(k)-1(b)(5)
are satisfied.
067-2.07 Forfeitures
The forfeitures arising from Participants' Employer
Contributions Account balances which are available as of
the last day of each Plan Year, if any, will be allocated
to reduce the Employer contributions during such Plan
Year.
<PAGE>
ARTICLE 067-III
ELIGIBILITY AND PARTICIPATION
067-3.01 Participation in the Plan
(a) Each Eligible Employee who was employed by Tenneco,
Inc. or its subsidiaries on January 1, 1988 will
become a Participant on July 1, 1988.
(b) Each other Eligible Employee will become a
Participant as of the first day of the first payroll
period which coincides with or immediately follows
the last day of the calendar quarter during which
the later of the following occurs:
(1) the date the Eligible Employee completes one
year of Service; and
(2) the date he or she becomes an Eligible
Employee.
(c) A Participant will first be eligible to make Pre-tax
Deferrals on the date he or she becomes a
Participant according to Subsections (a) or (b)
above.
<PAGE>
ARTICLE 067-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
067-8.02 Vesting Requirements
(a) The Vested Portion of a Participant's Elective
Deferral Account, Nonelective Contributions Account
and Rollover Account is always one hundred percent.
(b) The Vested Portion of a Participants' Employer
Contributions Account is based on the Participant's
years of Service as of the date his or her
employment terminates, as follows:
Years of Service Percentage Vested
Less than 3 0%
3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
Notwithstanding the preceding, effective April 1,
1993, the Vested Portion of a Participant's Employer
Contributions Account shall be determined in
accordance with the following schedule:
Years of Service Vested Portion
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the preceding sentence, if a
Participant reaches age sixty five while employed by
the Employer, his Vested Portion of his Matching
Contributions Account and Profit Sharing
Contributions Account shall be one hundred percent.
<PAGE>
APPENDIX 067-A
DEFINITIONS
067-A.1 Accounts
"Accounts" means a Participant's Elective Deferral
Account, Employer Contributions Account, and Nonelective
Contributions Account. These Accounts are described in
Section 067-2.01. In addition, an Eligible Employee may
have a Rollover Account, which is described in Section
1.11.
067-A.8 Compensation
"Compensation" means the sum of (i) an Employee's total
compensation during a Plan Year, excluding overtime
premiums, incentives, bonuses, commissions, equalization
pay and supplemental pay and (ii) the amount contributed
as an elective deferral by the Employer to a plan
qualified under Section 401(k) of the Code pursuant to a
salary reduction agreement.
Effective January 1, 1990, "Compensation" means the sum of
(i) an Employee's total compensation during a Plan Year,
excluding incentives, bonuses, and severance pay, (ii) the
amount contributed as an elective deferral by the Employer
to a plan qualified under Section 401(k) of the Code
pursuant to a salary reduction agreement, and (iii) the
amount by which the Employee elects to reduce his or her
compensation pursuant to a plan described in Section 125
of the Code.
Compensation shall be determined by the Employer under
rules adopted by the Company to be uniformly applicable to
all Participants similarly situated.
Effective January 1, 1993, "Compensation" means the
Participant's base salary (including elective
contributions that are made by the Employer on behalf of
the Participant that are not includable in gross income
under Sections 125 and 402(e)(3) of the Code), bonuses,
overtime, commissions, performance incentives, shift
differentials, supplemental pay, severance pay, and other
pay received by a Participant from the Employer.
067-A.11 Eligible Employee
"Eligible Employee" means any person employed by the
Employer who is included within the groups of employees
designated by the Employer as being covered by the Plan,
but excludes:
(a) any person whose employment is covered by the terms
of a collective bargaining agreement, if retirement
benefits were the subject of good faith bargaining;
(b) any person who is a leased employee described in
Section 414(n) of the Code;
(c) any person who is a nonresident alien and who
receives no United States source income; and
(d) any person who is a participant in the Dole Nut
Company Retirement Plan.
067-A.12 Employer
"Employer" means Dole Dried Fruit and Nut Company (a
subsidiary of the Company) and any Associated Company
which adopts the Plan according to Article XIV.
<PAGE>
OPERATING COMPANY APPENDIX 071
TAXDIP
FOR
SALARIED EMPLOYEES
OF
DOLE PACKAGED FOODS COMPANY
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 071-I
CONTRIBUTIONS
071-1.01 Contribution of Participant Deferrals. . . . . . . . .I-1
071-1.03 Matching Contributions . . . . . . . . . . . . . . . .I-3
071-1.04 Profit Sharing Contributions . . . . . . . . . . . . .I-3
ARTICLE 071-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
071-2.01 Participant Accounts . . . . . . . . . . . . . . . . II-1
071-2.02 Allocation of Profit Sharing Contributions and
Forfeitures. . . . . . . . . . . . . . . . . . . . . II-4
071-2.03 Allocation of Pre-tax Deferrals. . . . . . . . . . . II-5
071-2.04 Allocation of Company Matching Contributions . . . . II-6
071-2.06 Allocation of Nonelective Contributions. . . . . . . II-7
ARTICLE 071-III
ELIGIBILITY AND PARTICIPATION
071-3.01 Participation in the Plan. . . . . . . . . . . . . .III-1
ARTICLE 071-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
071-8.02 Vesting Requirements . . . . . . . . . . . . . . . VIII-1
APPENDIX 071-A
DEFINITIONS
071-A.1 Accounts. . . . . . . . . . . . . . . . . . . Appendix A-1
071-A.8 Compensation. . . . . . . . . . . . . . . . . Appendix A-1
071-A.11 Eligible Employee . . . . . . . . . . . . . . Appendix A-1
071-A.12 Employer . . . . . . . . . . . . . . . . . . Appendix A-2
<PAGE>
INTRODUCTION
Dole Food Company, Inc. previously established the Castle &
Cooke, Inc. Tax Deferred Investment Plan, the "Castle and Cooke
Plan", effective June 17, 1984 for the benefit of certain of its
employees.
Effective January 1, 1987, the Castle & Cooke Plan was amended
and restated in its entirety.
Effective December 31, 1988, the Castle & Cooke Plan was frozen
and all contributions under the Plan were suspended effective
January 1, 1989. Effective January 1, 1989 the Castle & Cooke
Plan was divided into seven separate plans, each surviving plan
covering a separate line of business within Dole Food Company,
Inc. The assets and liabilities as of December 31, 1988
applicable to the participants of each successor plan have been
transferred to such plans.
In connection with the transfer of such assets to this plan, Dole
Food Company, Inc. established the Dole Packaged Foods Tax
Deferred Investment Plan, the "Plan", for Eligible Employees of
Dole Packaged Foods. Effective January 1, 1989, the Plan is
reactivated and renamed the "Tax Deferred Investment Plan for
Salaried Employees of Dole Packaged Foods Company." Participant
Pre-tax Deferrals and related Company Matching Contributions were
reactivated effective March 1, 1989.
Effective January 1, 1993, this Plan was merged with Plan 060.
This Operating Company Appendix sets forth certain provisions of
this Plan applicable to the employees who formerly were
participants in the Tax Deferred Investment Plan for Salaried
Employees of Dole Packaged Foods Company, and such other
employees who become eligible pursuant to this Appendix.
The section numbers of this Appendix correspond to the Section
numbers of the main Plan document. For example, Section 071-1.01
corresponds to Section 1.01 of the main Plan document.
Capitalized terms which are not defined in the main Plan document
are defined in this Appendix.
<PAGE>
ARTICLE 071-I
CONTRIBUTIONS
071-1.01 Contribution of Participant Deferrals
(a) Pre-tax Deferrals
Upon enrollment or re-enrollment in the Plan, each
Participant eligible to make Pre-tax Deferrals
according to Section 3.01(c) may elect to make
Matched Pre-tax Deferrals of one percent to six
percent of his Compensation. A Participant may also
elect to make Unmatched Pre-tax Deferrals of one to
four percent of his Compensation.
A Participant's Pre-tax Deferral percentage rate
must be a fixed whole percentage.
The amount of Compensation otherwise payable to the
Participant for each payroll period while an
election under this Section is in effect will be
reduced by the amount of the Participant's Pre-tax
Deferrals. The Company will make contributions to
the Plan equal to the amount deferred. The
contributions will be allocated to the Participant's
Matched Pre-tax Deferral Account and Unmatched Pre-
tax Deferral Account, whichever is applicable, as of
the last day of the payroll period in which such
amounts are deferred.
(b) Change in Percentage or Suspension of Pre-tax Deferrals
A Participant's Pre-tax Deferral percentage rate
will remain in effect, notwithstanding any change in
his Compensation, until he elects to change such
percentage.
Effective as of the first day of the first payroll
period which coincides with or next follows any
January 1, April 1, July 1, or October 1, a
Participant may elect to change his Pre-tax Deferral
percentage rate. To make the change, he must file
an election with the Plan Administrator before the
effective date of the change, according to rules
established by the Plan Administrator.
A Participant may suspend all his Pre-tax Deferrals
at any time during a Plan Year, provided he files an
election form with the Plan Administrator according
to rules established by the Plan Administrator. A
Participant who has elected to suspend all his
deferrals may resume his Pre-tax Deferrals effective
as of the first day of the first payroll period
which coincides with or next follows any subsequent
January 1, April 1, July 1, or October 1. To resume
Pre-tax Deferrals, he must file an election with the
Plan Administrator before the effective date of the
resumption, according to rules established by the
Plan Administrator.
071-1.03 Matching Contributions
The Company will make a Matching Contribution for each
calendar quarter, out of current or accumulated net
profits, in an amount which, when added to forfeitures
available in such calendar quarter, equals the sum of the
amounts to be allocated to Participants' Matching
Contributions Accounts for such calendar quarter.
Notwithstanding the preceding paragraph, if the Company
does not have sufficient current or accumulated net
profits in any year to make the applicable Matching
Contribution, the Board in its sole discretion may
determine that the Company will make the Matching
Contribution, notwithstanding the lack of current or
accumulated profits.
The term current or accumulated net profits means the net
income of the Company determined in accordance with
generally accepted accounting principles and methods
consistently applied.
071-1.04 Profit Sharing Contributions
The amount of Profit Sharing Contribution made by the
Company, if any, for each Plan Year will be determined by
the Board in its sole discretion.
<PAGE>
ARTICLE 071-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
071-2.01 Participant Accounts
The Plan Administrator will maintain the following
Accounts for each Participant:
(a) A Matched Pre-tax Deferral Account which is:
(1) credited with the Participant's Matched Pre-tax
Deferrals;
(2) credited with the value of the matched portion
of his Elective Deferral Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Matched
Pre-tax Deferral Account is always one hundred
percent.
(b) A Matching Contributions Account which is:
(1) credited with the Participant's share of
Matching Contributions and related forfeitures;
(2) credited with the value of his Participating
Employer Contribution Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Matching
Contribution Account is determined according to
Section 071-8.02.
(c) A Nonelective Contributions Account which is:
(1) credited with the Participant's share of
Nonelective Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Nonelective
Contributions Account is always one hundred percent.
(d) A Profit Sharing Contributions Account which is:
(1) credited with the Participant's share of Profit
Sharing Contributions and related forfeitures;
(2) credited with the value of his Supplemental
Employer Contributions Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Profit Sharing
Contributions Account is determined according to
Section 071-8.02.
(e) An Unmatched Pre-tax Deferral Account which is:
(1) credited with the Participant's Unmatched Pre-
tax Deferrals;
(2) credited with the value of the unmatched
portion of his Elective Deferral Account, if
any, as of December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Unmatched Pre-
tax Deferral Account is always one hundred percent.
071-2.02 Allocation of Profit Sharing Contributions and Forfeitures
Company Profit Sharing Contributions, if any, plus
forfeitures arising from Participant Profit Sharing
Contributions Account balances which are available for
reallocation in a Plan Year, if any, will be allocated as
of the end of each Plan Year to the Profit Sharing
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on the
last day of the Plan Year provided such Participant is not
eligible to receive a bonus from the Company or an
Associated Company for such Plan Year.
The portion of the Company Profit Sharing Contribution to
be allocated to each such Participant will bear the same
ratio to the total amount to be allocated as the
Participant's Compensation for the Plan Year bears to the
total Compensation for the Plan Year of all such
Participants.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan or to an
employment status such that he is no longer an Eligible
Employee during a Plan Year, a Profit Sharing Contribution
will be allocated to his Profit Sharing Contributions
Account, based on the ratio that the Participant's
Compensation received for the Plan Year while a
Participant in this Plan bears to the total Compensation
for the Plan Year of all such Participants, provided that
the Participant is an employee of the Company or an
Associated Company on the last day of such Plan Year.
071-2.03 Allocation of Pre-tax Deferrals
Company contributions which result from a Participant's
Pre-tax Deferrals will be allocated to the Participant's
Matched Pre-tax Deferral Account and Unmatched Pre-tax
Deferral Account, whichever is appropriate. An allocation
will occur as of the last day of each payroll period
during which the Participant has Pre-tax Deferrals
withheld from his Compensation. The amount of the
allocation will equal the amount of the Participant's
Matched Pre-tax Deferrals and Unmatched Pre-tax Deferrals
withheld during such payroll period.
071-2.04 Allocation of Company Matching Contributions
Company Matching Contributions for a calendar quarter and
forfeitures arising from Participants' Matching
Contributions Account balances which are available for
reallocation in such quarter, if any, will be allocated to
each Participant's Matching Contributions Account as of
each Valuation Date, in an amount equal to fifty percent
of the Participant's Matched Pre-tax Deferrals contributed
to the Plan for the calendar quarter ending on such
Valuation Date, provided that the maximum Company Matching
Contribution allocated to the Participant's Matching
Contributions Account for the Plan Year shall not exceed
fifty percent of the Participant's total Matched and
Unmatched Pre-tax Deferrals for such Plan Year which do
not exceed six percent of his Compensation for the Plan
Year.
As of the Valuation Date that coincides with the last day
of each Plan Year, an additional Company Matching
Contribution will be allocated to the Matching
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on such
date. The amount to be allocated is the amount which,
when added to all other Company Matching Contributions
allocated to such Participant's Matching Contributions
Account as of each Valuation Date which occurs in the Plan
Year, equals fifty percent of the Participant's total
Matched and Unmatched Pre-tax Deferrals for such Plan Year
which do not exceed six percent of his Compensation for
the Plan Year.
The Plan Administrator may implement such procedures as it
deems appropriate to increase the probability that
Participants may receive the maximum amount of Company
matching Contributions available to them under the terms
of the Plan. The Plan Administrator shall not be liable
or responsible if any Participant fails to receive the
maximum Company Matching Contributions which may have been
available had the Participant made different elections.
071-2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated to the
Nonelective Contributions Account of each Participant in
the ratio that the Compensation of each such Participant
for the Plan Year bears to the total Compensation of all
such Participants for the Plan Year, or in equal dollar
amounts at the Board's discretion. Notwithstanding the
foregoing sentence, the Company in its sole discretion,
may limit allocation of the Nonelective Contributions to
certain Participants who are Nonhighly Compensated
Employees. Except for hardship withdrawal rules under
Section 6.01, Nonelective Contributions shall be treated
as Pre-Tax Deferrals for all purposes under the Plan if
the requirements of Treasury Regulation 1.401(k)-l(b)(5)
are satisfied.
<PAGE>
ARTICLE 071-III
ELIGIBILITY AND PARTICIPATION
071-3.01 Participation in the Plan
(a) Each Eligible Employee who was a participant in the
Castle & Cooke, Inc. Tax Deferred Investment Plan on
December 31, 1988 will become a Participant on
January 1, 1989.
Each Eligible Employee who was hired before January
1, 1989 will become a Participant on January 1,
1989.
(b) Each other Eligible Employee who was hired on or
after January 1, 1989 will become a Participant on
the first day of the first payroll period which
coincides with or immediately follows the last day
of the calendar quarter during which the later of
the following occurs:
(1) The last day of the twelve month period in
which he completes 1,000 Hours of Service. The
twelve month period will be the twelve
consecutive month period beginning on his first
day of employment or, if he fails to complete
1,000 Hours of Service within such period, in
the twelve consecutive month period beginning
the first day of the Plan Year following his
first day of employment, or any subsequent Plan
Year.
(2) the date he attains age twenty one; and
(3) the date he becomes an Eligible Employee.
(c) On and after January 1, 1989, a Participant will
first be eligible to make Pre-tax Deferrals on the
later of March 1, 1989 or the date he becomes a
Participant according to Subsections (a) or (b)
above.
<PAGE>
ARTICLE 071-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
071-8.02 Vesting Requirements
The Vested Portion of the Accounts of any Participant who
was employed by an Associated Company as of December 31,
1988 is always one hundred percent.
The Vested Portion of the Accounts of any Participant
whose employment began on or after January 1, 1989 is as
follows:
(a) The Vested Portion of a Participant's Matched
Pre-tax Deferral Account, Nonelective Contributions
Account, Unmatched Pre-tax Deferral Account, and
Rollover Account is always one hundred percent.
(b) The Vested Portion of a Participants' Matching
Contributions Account and Profit Sharing
Contributions Account is based on his years of
Service as of the date his employment terminates, as
follows:
Years of Service Vested Portion
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the preceding sentence, when a
Participant reaches age sixty five while employed by
the Employer, his Vested Portion of his Matching
Contributions Account and Profit Sharing
Contributions Account shall be one hundred percent.
<PAGE>
APPENDIX 071-A
DEFINITIONS
071-A.1 Accounts
"Accounts" means a Participant's Matched Pre-tax Deferral
Account, Matching Contributions Account, Nonelective
Contributions Account, Profit Sharing Contributions
Account, and Unmatched Pre-tax Deferral Account. These
Accounts are described in Section 071-2.01. In addition,
an Eligible Employee may have a Rollover Account, which is
described in Section 1.11.
071-A.8 Compensation
"Compensation" means the Participant's base salary
(including elective contributions that are made by the
Employer on behalf of the Participant that are not
includable in gross income under Sections 125 and
402(e)(3) of the Code), bonuses, overtime, commissions,
performance incentives, shift differentials, supplemental
pay, severance pay, and other pay received by a
Participant from the Employer.
071-A.11 Eligible Employee
"Eligible Employee" means any person, including an
officer, who is an employee of an Employer and who is paid
on a salaried basis from the Employer's United States
payroll, but excludes:
(a) any person whose employment is covered by the terms
of a collective bargaining agreement, if retirement
benefits were the subject of good faith bargaining;
(b) any person whose employment relationship is limited
to that of a consultant to the Employer as
determined by the Plan Administrator;
(c) any person who is a leased employee described in
Section 414(n) of the Code; and
(d) any person who is a nonresident alien and who
receives no United States source income.
071-A.12 Employer
"Employer" means Dole Packaged Foods Company.
<PAGE>
OPERATING COMPANY APPENDIX 072
TAXDIP
FOR
SALARIED EMPLOYEES
OF
CASTLE & COOKE HOMES
CASTLE & COOKE PROPERTIES AND LANAI COMPANY
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 072-I
CONTRIBUTIONS
072-1.01 Contribution of Participant Deferrals . . . .I-1
072-1.03 Matching Contributions. . . . . . . . . . . .I-3
072-1.04 Profit Sharing Contributions. . . . . . . . .I-3
ARTICLE 072-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
072-2.01 Participant Accounts. . . . . . . . . . . . II-1
072-2.02 Allocation of Profit Sharing
Contributions and Forfeitures . . . . . . . II-4
072-2.03 Allocation of Pre-tax Deferrals . . . . . . II-5
072-2.04 Allocation of Company Matching
Contributions . . . . . . . . . . . . . . . II-5
072-2.06 Allocation of Nonelective Contributions . . II-7
ARTICLE 072-III
ELIGIBILITY AND PARTICIPATION
072-3.01 Participation in the Plan . . . . . . . . .III-1
ARTICLE 072-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
072-8.02 Vesting Requirements. . . . . . . . . . . VIII-1
APPENDIX 072-A
DEFINITIONS
072-A.1. Accounts. . . . . . . . . . . . . . Appendix A-1
072-A.8 Compensation. . . . . . . . . . . . Appendix A-1
072-A.11 Eligible Employee . . . . . . . . . Appendix A-1
072-A.12 Employer. . . . . . . . . . . . . . Appendix A-2
<PAGE>
INTRODUCTION
Dole Food Company, Inc. previously established the Castle &
Cooke, Inc. Tax Deferred Investment Plan, the "Castle and Cooke
Plan", effective June 17, 1984 for the benefit of certain of its
employees.
Effective January 1, 1987, the Castle & Cooke Plan was amended
and restated in its entirety.
Effective December 31, 1988, the Plan was frozen and all
contributions under the Plan were suspended effective January 1,
1989. Effective January 1, 1989 the Plan was divided into seven
separate plans, each surviving plan covering a separate line of
business within Dole Food Company, Inc. The assets and
liabilities as of December 31, 1988 applicable to the
participants of each successor plan have been transferred to such
plans.
In connection with the transfer of such assets to this plan, Dole
Food Company, Inc. established the Oceanic Properties Tax
Deferred Investment Plan, the "Plan", for Eligible Employees of
Oceanic Properties, effective January 1, 1989. Participant
Pre-Tax Deferrals and related Company Matching Contributions were
reactivated effective April 1, 1989. Effective January 1, 1993,
this Plan was merged with Plan 060. This Operating Company
Appendix sets forth certain provisions of this Plan applicable to
the employees who formerly were participants in the Oceanic
Properties Tax Deferred Investment Plan (which later became
known as the Tax Deferred Investment Plan for Salaried Employees
of Castle & Cooke Homes, Castle & Cooke Properties and Lanai
Company), and such other employees who become eligible pursuant
to this Appendix.
The section numbers of this Appendix correspond to the Section
numbers of the main Plan document. For example, Section 072-1.01
corresponds to Section 1.01 of the main Plan document.
Capitalized terms which are not defined in the main Plan document
are defined in this Appendix.
<PAGE>
ARTICLE 072-I
CONTRIBUTIONS
072-1.01 Contribution of Participant Deferrals
(a) Pre-tax Deferrals
Upon enrollment or reenrollment in the Plan, each
Participant eligible to make Pre-tax Deferrals
according to Section 3.01(c) may elect to make
Matched Pre-tax Deferrals of one percent to six
percent of his Compensation. A Participant may also
elect to make Unmatched Pre-tax Deferrals of one to
four percent of his Compensation.
A Participant's Pre-tax Deferral percentage rate must
be a fixed whole percentage.
The amount of Compensation otherwise payable to the
Participant for each payroll period while an election
under this Section is in effect will be reduced by
the amount of the Participant's Pre-tax Deferrals.
The Company will make contributions to the Plan equal
to the amount deferred. The contributions will be
allocated to the Participant's Matched Pre-tax
Deferral Account and Unmatched Pre-tax Deferral
Account, whichever is applicable, as of the last day
of the payroll period in which such amounts are
deferred.
(b) Change in Percentage or Suspension of Pre-tax
Deferrals A Participant's Pre-tax Deferral percentage
rate will remain in effect, notwithstanding any
change in his Compensation, until he elects to change
such percentage.
Effective as of the first day of the first payroll
period which coincides with or next follows any
January 1, April 1, July 1, or October 1, a
Participant may elect to change his Pre-tax Deferral
percentage rate. To make the change, he must file an
election with the Plan Administrator before the
effective date of the change, according to rules
established by the Plan Administrator.
A Participant may suspend all his Pre-tax Deferrals
at any time during a Plan Year, provided he files an
election form with the Plan Administrator according
to rules established by the Plan Administrator. A
Participant who has elected to suspend all his
deferrals may resume his Pre-tax Deferrals effective
as of the first day of the first payroll period which
coincides with or next follows any subsequent January
1, April 1, July 1, or October 1. To resume Pre-tax
Deferrals, he must file an election with the Plan
Administrator before the effective date of the
resumption, according to rules established by the
Plan Administrator.
072-1.03 Matching Contributions
The Company will make a Matching Contribution for each
calendar quarter, out of current or accumulated net
profits, in an amount which, when added to forfeitures
available in such calendar quarter, equals the sum of the
amounts to be allocated to Participants' Matching
Contributions Accounts for such calendar quarter.
Notwithstanding the preceding paragraph, if the Company
does not have sufficient current or accumulated net
profits in any year to make the applicable Matching
Contribution, the Board in its sole discretion may
determine that the Company will make the Matching
Contribution, notwithstanding the lack of current or
accumulated profits.
The term current or accumulated net profits means the net
income of the Company determined in accordance with
generally accepted accounting principles and methods
consistently applied.
072-1.04 Profit Sharing Contributions
The amount of Profit Sharing Contribution made by the
Company, if any, for each Plan Year will be determined by
the Board in its sole discretion.
<PAGE>
ARTICLE 072-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
072-2.01 Participant Accounts
The Plan Administrator will maintain the following
Accounts for each Participant:
(a) A Matched Pre-tax Deferral Account which is:
(1) credited with the Participant's Matched Pre-tax
Deferrals;
(2) credited with the value of the matched portion
of his Elective Deferral Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Matched Pre-tax
Deferral Account is always one hundred percent.
(b) A Matching Contributions Account which is:
(1) credited with the Participant's share of
Matching Contributions and related forfeitures;
(2) credited with the value of his Participating
Employer Contribution Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Matching
Contribution Account is determined according to
Section 072-8.02.
(c) A Nonelective Contributions Account which is:
(1) credited with the Participant's share of
Nonelective Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Nonelective
Contributions Account is always one hundred percent.
(d) A Profit Sharing Contributions Account which is:
(1) credited with the Participant's share of Profit
Sharing Contributions and related forfeitures;
(2) credited with the value of his Supplemental
Employer Contributions Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Profit Sharing
Contributions Account is determined according to
Section 072-8.02.
(e) An Unmatched Pre-tax Deferral Account which is:
(1) credited with the Participant's Unmatched Pre-
tax Deferrals;
(2) credited with the value of the unmatched portion
of his Elective Deferral Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Unmatched Pre-
tax Deferral Account is always one hundred percent.
072-2.02 Allocation of Profit Sharing Contributions and Forfeitures
Profit Sharing Contributions, if any, plus forfeitures
arising from Participant Profit Sharing Contributions
Account balances which are available for reallocation in a
Plan Year, if any, will be allocated as of the end of each
Plan Year to the Profit Sharing Contributions Account of
each Participant who is an employee of the Company or an
Associated Company on the last day of the Plan Year.
The portion of the Company Profit Sharing Contribution to
be allocated to each such Participant will bear the same
ratio to the total amount to be allocated as the
Participant's Compensation for the Plan Year bears to the
total Compensation for the Plan Year of all such
Participants.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan or to an
employment status such that he is no longer an eligible
employee during a Plan Year, a Profit Sharing Contribution
will be allocated to his Profit Sharing Contributions
Account, based on the ratio that the Participant's
Compensation received for the Plan Year while a
Participant in this Plan bears to the total Compensation
for the Plan Year of all such Participants, provided that
the Participant is an employee of the Company or an
Associated Company on the last day of such Plan Year.
072-2.03 Allocation of Pre-tax Deferrals
Company contributions which result from a Participant's
Pre-tax Deferrals will be allocated to the Participant's
Matched Pre-tax Deferral Account and Unmatched Pre-tax
Deferral Account, whichever is appropriate. An allocation
will occur as of the last day of each payroll period
during which the Participant has Pre-tax Deferrals
withheld from his Compensation. The amount of the
allocation will equal the amount of the Participant' s
Matched Pre-tax Deferrals and Unmatched Pre-tax Deferrals
withheld during such payroll period.
072-2.04 Allocation of Company Matching Contributions
Company Matching Contributions for a calendar quarter and
forfeitures arising from Participants' Matching Contribu-
tions Account balances which are available for
reallocation in such quarter, if any, will be allocated to
each Participant's Matching Contributions Account as of
each Valuation Date, in an amount equal to fifty percent
of the Participant's Matched Pre-tax Deferrals contributed
to the Plan for the calendar quarter ending on such
Valuation Date, provided that the maximum Company Matching
Contribution allocated to the Participant's Matching
Contributions Account for the Plan Year shall not exceed
fifty percent of the Participant's total Matched and
Unmatched Pre-tax Deferrals for such Plan Year which do
not exceed six percent of his Compensation for the Plan
Year.
As of the Valuation Date that coincides with the last day
of each Plan Year, an additional Company Matching
Contribution will be allocated to the Matching
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on such
date. The amount to be allocated is the amount which,
when added to all other Company Matching Contributions
allocated to such Participant's Matching Contributions
Account as of each Valuation Date which occurs in the Plan
Year, equals fifty percent of the Participant's total
Matched and Unmatched Pre-tax Deferrals for such Plan Year
which do not exceed six percent of his Compensation for
the Plan Year. The Plan Administrator may implement such
procedures as it deems appropriate to increase the
probability that Participants may receive the maximum
amount of Company Matching Contributions available to them
under the terms of the Plan. The Plan Administrator shall
not be liable or responsible if any Participant fails to
receive the maximum Company Matching Contributions which
may have been available had the Participant made different
elections.
Notwithstanding anything else contained herein, any
Participant who is classified by the Employer as a
Residential Sales Representative and who is hired after
September 6, 1991 shall not receive an allocation of
Company Matching Contributions. In addition, effective
January 1, 1992, any Participant who is classified by the
Employer as a Residential Sales Representative and who was
hired on or before September 6, 1991 (excluding any
Participant whose job title is Sales Manager) shall not
receive an allocation of Company Matching Contributions.
072-2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated to the
Nonelective Contributions Account of each Participant in
the ratio that the Compensation of each such Participant
for the Plan Year bears to the total Compensation of all
such Participants for the Plan Year, or in equal dollar
amounts at the Board's discretion. Notwithstanding the
foregoing sentence, the Company in its sole discretion,
may limit allocation of the Nonelective Contributions to
certain Participants who are Non-highly Compensated
Employees. Except for hardship withdrawal rules under
Section 6.01, Nonelective Contributions shall be treated
as Pre-Tax Deferrals for all purposes under the Plan if
the requirements of Treasury Regulation 1.401(k)-l(b)(5)
are satisfied.
<PAGE>
ARTICLE 072-III
ELIGIBILITY AND PARTICIPATION
072-3.01 Participation in the Plan
(a) Each Eligible Employee who was a participant in the
Castle & Cooke, Inc. Tax Deferred Investment Plan on
December 31, 1988 will become a Participant on
January 1, 1989.
Each Eligible Employee who was hired before January
1, 1989 will become a Participant on January 1, 1989.
(b) Each other Eligible Employee who was hired on or
after January 1, 1989 will become a Participant on
the first day of the first payroll period which
coincides with or immediately follows the last day of
the calendar quarter during which the later of the
following occurs:
(1) The last day of the twelve month period in which
he completes 1,000 Hours of Service. The twelve
month period will be the twelve consecutive
month period beginning on his first day of
employment or, if he fails to complete 1,000
Hours of Service within such period, in the
twelve consecutive month period beginning the
first day of the Plan Year following his first
day of employment, or any subsequent Plan Year;
(2) the date he attains age twenty one; and
(3) the date he becomes an Eligible Employee.
(c) On and after January 1, 1989, a Participant will
first be eligible to make Pre-tax Deferrals on the
later of April 1, 1989 or the date he becomes a
Participant according to Subsections (a) or (b)
above.
(d) Effective January 1, 1995, Eligible Employees who are
employed by Lanai Resorts Partners shall be allowed
to participate in the Plan. Accordingly, if an
Eligible Employee who is employed by Lanai Resort
Partners satisfies the requirements of subsection
072-3.01(b) as of January 1, 1995, he may elect to
commence to make Pre-tax Deferrals on such date or,
if he fails to make such an election, he may elect to
make Pre-tax Deferrals on the first day of the first
payroll period which coincides with or next follows
any subsequent January 1, April 1, July 1, or October
1. Each other Eligible Employee who is employed by
Lanai Resorts Partners will first become eligible to
participate in the Plan on the date he satisfies the
eligibility requirements under subsection 072-
3.01(b). For purposes of determining whether an
Eligible Employee has satisfied the requirement of
subsection 3.01(b)(1), the Eligible Employee's
service with Lanai Resorts Partners shall be taken
into account.
<PAGE>
ARTICLE 072-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
072-8.02 Vesting Requirements
The Vested Portion of the Accounts of any Participant who
was employed by an Associated Company as of December 31,
1988 is always one hundred percent.
The Vested Portion of the Accounts of any Participant
whose employment began on or after January 1, 1989 is as
follows:
(e) The Vested Portion of a Participant's Matched Pre-tax
Deferral Account, Nonelective Contributions Account,
Unmatched Pre-tax Deferral Account and Rollover
Account is always one hundred percent.
(f) The Vested Portion of a Participant's Matching
Contributions Account and Profit Sharing
Contributions Account is based on his years of
Service as of the date his employment terminates, as
follows:
Years of Service Vested Portion
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the preceding sentence, when a
Participant reaches age sixty five while employed by
the Employer, his Vested Portion of his Matching
Contributions Account and Profit Sharing
Contributions Account shall be one hundred percent.
<PAGE>
APPENDIX 072-A
DEFINITIONS
072-A.1 Accounts
"Accounts" means a Participant's Matched Pre-tax Deferral
Account, Matching Contributions Account, Nonelective
Contributions Account, Profit Sharing Contributions
Account, and Unmatched Pre-tax Deferral Account. These
Accounts are described in Section 072-2.01. In addition,
an Eligible Employee may have a Rollover Account, which is
described in Section 1.11.
072-A.8 Compensation
"Compensation" means the Participant's base salary
(including elective contributions that are made by the
Employer on behalf of the Participant that are not
includable in gross income under Sections 125 and
402(e)(3) of the Code), bonuses, overtime, commissions,
performance incentives, shift differentials, supplemental
pay, severance pay, and other pay received by a
Participant from the Employer.
072-A.11 Eligible Employee
"Eligible Employee" means any person, including an
officer, who is a salaried employee of an Employer and who
is paid from the Employer's United States payroll, but
excludes:
(a) any person whose employment is covered by the terms
of a collective bargaining agreement, if retirement
benefits were the subject of good faith bargaining;
(b) any person whose employment relationship is limited
to that of a consultant to the Employer as determined
by the Plan Administrator;
(c) any person who is a leased employee described in
Section 414(n) of the Code; and
(d) any person who is a non-resident alien and who is not
taxed as if he were a United States citizen.
072-A.12 Employer
"Employer" means Castle & Cooke Homes, Castle & Cooke
Properties, Castle & Cooke Development and Lanai Company
and affiliated companies and, effective January 1, 1995,
Lanai Resorts Partners.
<PAGE>
OPERATING COMPANY APPENDIX 073
TAXDIP FOR SALARIED EMPLOYEES OF
DOLE FRESH VEGETABLES
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 073-I
CONTRIBUTIONS
073-1.01 Contribution of Participant
Deferrals . . . . . . . . . . . . . . . . . .I-1
073-1.03 Matching Contributions. . . . . . . . . . . .I-3
073-1.04 Profit Sharing Contributions and
Supplemental Contributions. . . . . . . . . .I-4
ARTICLE 073-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
073-2.01 Participant Accounts. . . . . . . . . . . . II-1
073-2.02 Allocation of Profit Sharing
Contributions and Forfeitures . . . . . . . II-7
073-2.03 Allocation of Pre-tax Deferrals . . . . . . II-8
073-2.04 Allocation of Company Matching
Contributions . . . . . . . . . . . . . . . II-8
073-2.06 Allocation of Nonelective Contributions . .II-10
073-2.07 Allocation of Supplemental Company
Contributions . . . . . . . . . . . . . . .II-10
073-2.08 Allocation of Supplemental Profit Sharing
Contributions and Forfeitures . . . . . . .II-12
ARTICLE 073-III
ELIGIBILITY AND PARTICIPATION
073-3.01 Participation in the Plan . . . . . . . . .III-1
ARTICLE 073-V
INVESTMENTS: ALLOCATION OF GAINS AND LOSSES
073-5.01 Investment of Accounts. . . . . . . . . . . .V-1
ARTICLE 073-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
073-8.01 Benefits Upon Termination of Employment . VIII-1
073-8.02 Vesting Requirements. . . . . . . . . . . VIII-1
073-8.04 Disposition of Forfeitures. . . . . . . . VIII-3
ARTICLE 073-IX
DISTRIBUTION OF BENEFITS
073-9.01 Form of Benefits for Retirement and Other
Termination . . . . . . . . . . . . . . . . IX-1
073-9.02 Timing of Distributions . . . . . . . . . . IX-2
073-9.03 Joint and Survivor Pension. . . . . . . . . IX-4
073-9.04 Waiver Election - Qualified Joint and
Survivor Annuity. . . . . . . . . . . . . . IX-9
073-9.05 Waiver Election - Qualified Preretirement
Survivor Annuity. . . . . . . . . . . . . .IX-11
APPENDIX 073-A
DEFINITIONS
073-A.1 Accounts. . . . . . . . . . . . . . Appendix A-1
073-A.8 Compensation. . . . . . . . . . . . Appendix A-1
073-A.11 Eligible Employee . . . . . . . . . Appendix A-2
073-A.12 Employer. . . . . . . . . . . . . . Appendix A-2
<PAGE>
INTRODUCTION
Dole Food Company, Inc. previously established the Castle &
Cooke, Inc. Tax Deferred Investment Plan, the "Castle and Cooke
Plan", effective June 17, 1984 for the benefit of certain of its
employees.
Effective January 1, 1987, the Castle & Cooke Plan was amended
and restated in its entirety.
Effective December 31, 1988, the Plan was frozen and all
contributions under the Plan were suspended effective January 1,
1989. Effective January 1, 1989, the Plan was divided into seven
separate plans, each surviving plan covering a separate line of
business within Dole Food Company, Inc. The assets and
liabilities as of December 31, 1988 applicable to the
participants of each successor plan have been transferred to such
plans.
In connection with the transfer of such assets to this plan, Dole
Food Company, Inc. established the Dole Fresh Vegetables Tax
Deferred Investment Plan (the "Fresh Vegetables TAXDIP"), for
Eligible Employees of Dole Fresh Vegetables, effective January 1,
1989. Participant Pre-Tax Deferrals and related Company Matching
Contributions were reactivated effective March 1, 1989.
Effective January 1, 1991, the Fresh Vegetables TAXDIP was
amended to permit Supplemental Company Contributions and
Supplemental Profit Sharing Contributions. Effective July 1,
1991, the assets and liabilities of the Dole Fresh Vegetable
Profit Sharing Plan were transferred to the Fresh Vegetables
TAXDIP.
Effective July 1, 1992, the Bud Antle, Inc. Pension Plan was
merged into the Fresh Vegetables TAXDIP and all of its assets and
liabilities were transferred to the Fresh Vegetables TAXDIP.
Effective January 1, 1993, this Plan was merged with Plan 060.
This Operating Company Appendix sets forth certain provisions of
this Plan applicable to the employees who formerly were
participants in the Fresh Vegetables TAXDIP (which later became
known as the Tax Deferred Investment Plan for Salaried Employees
of Dole Fresh Vegetables), and such other employees who become
eligible pursuant to this Appendix.
The section numbers of this Appendix correspond to the Section
numbers of the main Plan document. For example, Section 073-1.01
corresponds to Section 1.01 of the main Plan document.
Capitalized terms which are not defined in the main Plan document
are defined in this Appendix.
<PAGE>
ARTICLE 073-I
CONTRIBUTIONS
073-1.01 Contribution of Participant Deferrals
(a) Pre-tax Deferrals
Upon enrollment or reenrollment in the Plan, each
Participant eligible to make Pre-tax Deferrals
according to Section 3.01(c) may elect to make
Matched Pre-tax Deferrals of one percent to six
percent of his Compensation. A Participant may
also elect to make Unmatched Pre-tax Deferrals of
one to four percent of his Compensation.
Effective January 1, 1991, a Participant may elect
to make Unmatched Pre-tax Deferrals of one to
seven percent of his Compensation.
A Participant's Pre-tax Deferral percentage rate
must be a fixed whole percentage.
The amount of Compensation otherwise payable to
the Participant for each payroll period while an
election under this Section is in effect will be
reduced by the amount of the Participant's Pre-tax
Deferrals. The Company will make contributions to
the Plan equal to the amount deferred. The
contributions will be allocated to the
Participant's Matched Pre-tax Deferral Account and
Unmatched Pre-tax Deferral Account, whichever is
applicable, as of the last day of the payroll
period in which such amounts are deferred.
(b) Change in Percentage or Suspension of Pre-tax
Deferrals A Participant's Pre-tax Deferral
percentage rate will remain in effect,
notwithstanding any change in his Compensation,
until he elects to change such percentage.
Effective as of the first day of the first payroll
period which coincides with or next follows any
January 1, April 1, July 1, or October 1, a
Participant may elect to change his Pre-tax
Deferral percentage rate. To make the change, he
must file an election with the Plan Administrator
before the effective date of the change, according
to rules established by the Plan Administrator.
A Participant may suspend all his Pre-tax
Deferrals at any time during a Plan Year, provided
he files an election form with the Plan
Administrator according to rules established by
the Plan Administrator. A Participant who has
elected to suspend all his deferrals may resume
his Pre-tax Deferrals effective as of the first
day of the first payroll period which coincides
with or next follows any subsequent January 1,
April 1, July 1, or October 1. To resume Pre-tax
Deferrals, he must file an election with the Plan
Administrator before the effective date of the
resumption, according to rules established by the
Plan Administrator.
073-1.03 Matching Contributions
The Company will make a Matching Contribution for each
calendar quarter, out of current or accumulated net
profits, in an amount which, when added to forfeitures
available in such calendar quarter, equals the sum of
the amounts to be allocated to Participants' Matching
Contributions Accounts for such calendar quarter.
Notwithstanding the preceding paragraph, if the Company
does not have sufficient current or accumulated net
profits in any year to make the applicable Matching
Contribution, the Board in its sole discretion may
determine that the Company will make the Matching
Contribution, notwithstanding the lack of current or
accumulated profits.
The term current or accumulated net profits means the
net income of the Company determined in accordance with
generally accepted accounting principles and methods
consistently applied.
073-1.04 Profit Sharing Contributions and Supplemental
Contributions
(a) The amount of Profit Sharing Contribution made by
the Company, if any, for each Plan Year will be
determined by the Board in its sole discretion.
(b) Effective January 1, 1991, the Company shall make
a Supplemental Company Contribution, out of
current or accumulated net profits, as defined in
Section 1.03, equal to three percent of the
aggregate Compensation of those Participants
entitled to an allocation pursuant to Section
2.07.
(c) (1) Effective January 1, 1991, the Company shall
make a Supplemental Profit Sharing
Contribution equal to an amount determined by
the following schedule and based on the
aggregate Compensation of those Participants
entitled to an allocation pursuant to
Section 073-2.08:
<PAGE>
If following percentage The contribution shall
of the Employer's Profit Goal be the following percentage
for the Plan Year is met: of Compensation:
Less than 85% 3%
At least 85%, but
less than 100% 4%
100% or more 5%
(2) For this purpose, the Employer's "Profit
Goal" for a Plan Year shall be its earnings
before interest and taxes as reported on its
final operating budget as approved by the
Board for the year, together with such
changes to the operating budget as are
adopted by the Board. For purposes of
calculating the contribution to the Plan, the
earnings before interest and taxes for any
operating group within the Employer shall not
be less than zero.
(3) The amount of Supplemental Profit Sharing
Contributions made for a Plan Year shall be
reduced by the amount not allocated pursuant
to Section 073-2.08 as a result of the
requirements of Code Section 410(b).
<PAGE>
ARTICLE 073-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
073-2.01 Participant Accounts
The Plan Administrator will maintain the following
Accounts for each Participant:
(a) A Matched Pre-tax Deferral Account which is:
(1) credited with the Participant's Matched Pre-
tax Deferrals;
(2) credited with the value of the matched
portion of his Elective Deferral Account, if
any, as of December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Matched Pre-
tax Deferral Account is always one hundred
percent.
(b) A Matching Contributions Account which is:
(1) credited with the Participant's share of
Matching Contributions and related
forfeitures;
(2) credited with the value of his Participating
Employer Contribution Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Matching
Contribution Account is determined according to
Section 073-8.02.
(c) A Nonelective Contributions Account which is:
(1) credited with the Participant's share of
Nonelective Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Nonelective
Contributions Account is always one hundred
percent.
(d) A Profit Sharing Contributions Account which is:
(1) credited with the Participant's share of
Profit Sharing Contributions and related
forfeitures;
(2) credited with the value of his Supplemental
Employer Contributions Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Profit
Sharing Contributions Account is determined
according to Section 073-8.02.
(e) An Unmatched Pre-tax Deferral Account which is:
(1) credited with the Participant's Unmatched
Pre-tax Deferrals;
(2) credited with the value of the unmatched
portion of his Elective Deferral Account, if
any, as of December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Unmatched
Pre-tax Deferral Account is always one hundred
percent.
(f) A Supplemental Company Contributions Account which
is:
(1) credited with the Participant's share of
Supplemental Company Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
The Vested Portion of a Participant's Supplemental
Company Contributions Account is always one
hundred percent.
(g) A Supplemental Profit Sharing Contributions
Account which is:
(1) credited with the Participant's share of
Supplemental Profit Sharing Contributions and
related forfeitures;
(2) credited with the value of the Participant's
account from the Dole Fresh Vegetables Profit
Sharing Plan, which account is transferred to
the Plan, effective July 1, 1991;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
The Vested Portion of the Supplemental Profit
Sharing Contributions Account with respect to
Participants who become Eligible Employees prior
to July 1, 1991 is always one hundred percent.
The Vested Portion of the Supplemental Profit
Sharing Contributions Account with respect to
Participants who become Eligible Employees on or
after July 1, 1991, is determined according to
Section 073-8.02. The Vested Portion of the
Supplemental Profit Sharing Contributions Account
attributable to amounts transferred from the Dole
Fresh Vegetables Profit Sharing Plan is always one
hundred percent.
(h) A Frozen Bud Account which is:
(1) credited with the Participant's entire
account balance including earnings (or
losses), from the Bud Antle, Inc. Pension
Plan, as of July 1, 1992, the date on which
such plan merged with this Plan;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Frozen Bud
Account is always one hundred percent.
073-2.02 Allocation of Profit Sharing Contributions and Forfeitures
Profit Sharing Contributions, if any, plus forfeitures
arising from Participants' Profit Sharing Contributions
Account balances which are available for reallocation
in a Plan Year, if any, will be allocated as of the end
of each Plan Year to the Profit Sharing Contributions
Account of each Participant who is an employee of the
Company or an Associated Company on the last day of the
Plan Year.
The portion of the Company Profit Sharing Contribution
to be allocated to each such Participant will bear the
same ratio to the total amount to be allocated as the
Participant's Compensation for the Plan Year bears to
the total Compensation for the Plan Year of all such
Participants.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan or to
an employment status such that he is no longer an
Eligible Employee during a Plan Year, a Profit Sharing
Contribution will be allocated to his Profit Sharing
Contributions Account, based on the ratio that the
Participant's Compensation received for the Plan Year
while a Participant in this Plan bears to the total
Compensation for the Plan Year of all such
Participants, provided that the Participant is an
employee of the Company or an Associated Company on the
last day of such Plan Year.
073-2.03 Allocation of Pre-tax Deferrals
Company contributions which result from a Participant's
Pre-tax Deferrals will be allocated to the
Participant's Matched Pre-tax Deferral Account and
Unmatched Pre-tax Deferral Account, whichever is
appropriate. An allocation will occur as of the last
day of each payroll period during which the Participant
has Pre-tax Deferrals withheld from his Compensation.
The amount of the allocation will equal the amount of
the Participant's Matched Pre-tax Deferrals and
Unmatched Pre-tax Deferrals withheld during such
payroll period.
073-2.04 Allocation of Company Matching Contributions
Company Matching Contributions for a calendar quarter
and forfeitures arising from Participants' Matching
Contributions Account balances which are available for
reallocation in such quarter, if any, will be allocated
to each Participant's Matching Contributions Account as
of each Valuation Date, in an amount equal to fifty
percent of the Participant's Matched Pre-tax Deferrals
contributed to the Plan for the calendar quarter ending
on such Valuation Date, provided that the maximum
Company Matching Contribution allocated to the
Participant's Matching Contributions Account for the
Plan Year shall not exceed fifty percent of the
Participant's total Matched and Unmatched Pre-tax
Deferrals for such Plan Year which do not exceed six
percent of his Compensation for the Plan Year.
As of the Valuation Date that coincides with the last
day of each Plan Year, an additional Company Matching
Contribution will be allocated to the Matching
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on
such date. The amount to be allocated is the amount
which, when added to all other Company Matching
Contributions allocated to such Participant's Matching
Contributions Account as of each Valuation Date which
occurs in the Plan Year, equals fifty percent of the
Participant's total Matched and Unmatched Pre-tax
Deferrals for such Plan Year which do not exceed six
percent of his Compensation for the Plan Year.
The Plan Administrator may implement such procedures as
it deems appropriate to increase the probability that
Participants may receive the maximum amount of Company
matching Contributions available to them under the
terms of the Plan. The Plan Administrator shall not be
liable or responsible if any Participant fails to
receive the maximum Company Matching Contributions
which may have been available had the Participant made
different elections.
073-2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated to the
Nonelective Contributions Account of each Participant
in the ratio that the Compensation of each such
Participant for the Plan Year bears to the total
Compensation of all such Participants for the Plan
Year, or in equal dollar amounts at the Board's
discretion. Notwithstanding the foregoing sentence,
the Company in its sole discretion, may limit
allocation of the Nonelective Contributions to certain
Participants who are Non-highly Compensated Employees.
Except for hardship withdrawal rules under Section
6.01, Nonelective Contributions shall be treated as
Pre-Tax Deferrals for all purposes under the Plan if
the requirements of Treasury Regulation
1.401(k)-l(b)(5) are satisfied.
073-2.07 Allocation of Supplemental Company Contributions
Effective January 1, 1991, Supplemental Company
Contributions will be allocated as of the end of each
Plan Year to the Supplemental Company Contributions
Account of each eligible Participant, as defined below,
who is an employee of the Company or an Associated
Company on the last day of the Plan Year.
The portion of the Supplemental Company Contribution to
be allocated to each such Participant will bear the
same ratio to the total amount to be allocated as the
Participant's Compensation for the Plan Year bears to
the total Compensation for the Plan Year of all such
Participants eligible for an allocation.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan during
a Plan Year, a Supplemental Company Contribution will
be allocated to his Supplemental Company Contributions
Account, based on the ratio that the Participant's
Compensation received for the Plan Year while a
Participant in this Plan bears to the total
Compensation for the Plan Year of all such
Participants, provided that the Participant is an
employee of the Company or an Associated Company on the
last day of such Plan Year.
For purposes of this Section, an eligible Participant
is an Eligible Employee in grade 14 or below on the
first day of the Plan Year, who, as of December 31,
1990 was an employee and was a member of the group of
employees eligible to participate in the Retirement
Plan for Non-Bargaining Unit Employees of Dole Fresh
Vegetables.
073-2.08 Allocation of Supplemental Profit Sharing Contributions
and Forfeitures
Supplemental Profit Sharing Contributions, if any, plus
forfeitures arising from Participants' Supplemental
Profit Sharing Contributions Account balances which are
available for reallocation in a Plan Year, if any, will
be allocated as of the end of each Plan Year to the
Supplemental Profit Sharing Contributions Account of
each Participant who is an employee of the Company or
an Associated Company on the last day of the Plan Year.
The portion of the Supplemental Profit Sharing
Contribution to be allocated to each such Participant
will bear the same ratio to the total amount to be
allocated as the Participant's Compensation for the
Plan Year bears to the total Compensation for the Plan
Year of all such Participants eligible for an
allocation.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan during
a Plan Year, a Supplemental Profit Sharing Contribution
will be allocated to his Supplemental Profit Sharing
Contributions Account based on the ratio that the
Participant's Compensation received for the Plan Year
while a Participant in this Plan bears to the total
Compensation for the Plan Year of all such
Participants, provided that the Participant is an
employee of the Company or an Associated Company on the
last day of such Plan Year.
<PAGE>
ARTICLE 073-III
ELIGIBILITY AND PARTICIPATION
073-3.01 Participation in the Plan
(a) Each Eligible Employee who was a participant in
the Castle & Cooke, Inc. Tax Deferred Investment
Plan on December 31, 1988 will become a
Participant on January 1, 1989.
Each Eligible Employee who was hired before
January 1, 1989 will become a Participant on
January 1, 1989.
(b) Each other Eligible Employee who was hired on or
after January 1, 1989 will become a Participant on
the first day of the first payroll period which
coincides with or immediately follows the last day
of the calendar quarter during which the later of
the following occurs:
(1) the last day of the twelve month period in
which he completes 1,000 Hours of Service.
The twelve month period will be the twelve
consecutive month period beginning on his
first day of employment or, if he fails to
complete 1,000 Hours of Service within such
period, in the twelve consecutive month
period beginning the first day of the Plan
Year following his first day of employment,
or any subsequent Plan Year.
(2) the date he attains age twenty one; and
(3) the date he becomes an Eligible Employee.
(c) On and after January 1, 1989, a Participant will
first be eligible to make Pre-tax Deferrals on the
later of March 1, 1989 or the date he becomes a
Participant according to Subsections (a) or (b)
above.
(d) An Eligible Employee who, as of December 31, 1990,
was a member of the group of employees eligible to
participate in the Dole Fresh Vegetable Profit
Sharing Plan will become a Participant, only with
respect to Supplemental Profit Sharing
Contributions, on January 1, 1991.
(e) An Eligible Employee who, as of December 31, 1990,
was a member of the group of employees eligible to
participate in the Retirement Plan for Non-
Bargaining Unit Employees of Dole Fresh Vegetables
will become a Participant, only with respect to
Supplemental Company Contributions, on January 1,
1991.
(f) An Eligible Employee who, as of June 30, 1992, was
a member of the group of employees eligible to
participate in the Bud Antle, Inc. Pension Plan
will become a Participant, only with respect to
his Frozen Bud Account, on July 1, 1992.
<PAGE>
ARTICLE 073-V
INVESTMENTS: ALLOCATION OF GAINS AND LOSSES
073-5.01 Investment of Accounts
In addition to the provisions set forth in Section 5.01
of the main Plan document, upon transfer of a
Participant's account balance under the Bud Antle, Inc.
Pension Plan to his Frozen Bud Account under this Plan
as of July 1, 1992, a Participant may designate the
Investment Funds in which his Frozen Bud Account will
be invested, other than amounts invested with the
Mutual Life Insurance Company of New York.
<PAGE>
ARTICLE 073-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
073-8.01 Benefits Upon Termination of Employment
Notwithstanding the main Plan document, with respect to
a Participant's Frozen Bud Account only, a
Participant's Distribution Date cannot be earlier than
the Valuation Date coinciding with or immediately
following the date he reaches age fifty-five, provided
he has terminated employment.
073-8.02 Vesting Requirements
The Vested Portion of the Accounts of any Participant
who was employed by an Associated Company as of
December 31, 1988 is always one hundred percent.
The Vested Portion of the Accounts of any Participant
whose employment began on or after January 1, 1989 is
as follows:
(a) The Vested Portion of a Participant's Matched Pre-
tax Deferral Account, Nonelective Contributions
Account, Unmatched Pre-tax Deferral Account,
Supplemental Company Contributions Account and
Rollover Account is always one hundred percent.
(b) The Vested Portion of a Participant's Matching
Contributions Account and Profit Sharing
Contributions Account is based on his years of
Service as of the date his employment terminates,
as follows:
Years of Service Vested Portion
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the preceding sentence, when a
Participant reaches age sixty-five while employed
by the Employer, his Vested Portion of his
Matching Contributions Account and Profit Sharing
Contributions Account shall be one hundred
percent.
(c) The Vested Portion of the Supplemental Profit
Sharing Contributions Account of a Participant who
became an Eligible Employee prior to July 1, 1991
is always one hundred percent. The Vested Portion
of the Supplemental Profit Sharing Contributions
Account of a Participant who became an Eligible
Employee on or after July 1, 1991 shall be
determined in accordance with Subsection (b)
above.
(d) The Vested Portion of the Frozen Bud Account of a
Participant is always one hundred percent.
073-8.04 Disposition of Forfeitures
Any forfeitures that are transferred from the Bud
Antle, Inc. Pension Plan to this Plan, as a part of the
merger effective July 1, 1992, shall be used to reduce
future Company Matching Contributions under Sections
073-1.03 and 073-2.04.
<PAGE>
ARTICLE 073-IX
DISTRIBUTION OF BENEFITS
073-9.01 Form of Benefits for Retirement and Other Termination
Notwithstanding the main Plan document, with respect to
a Participant's Frozen Bud Account only, distribution
of such account will be in the form of a qualified
joint and survivor annuity (as defined in Section 073-
9.03(a)) for a married Participant or an annuity for
life for an unmarried Participant. A Participant may
elect any of the following optional forms of payment
with respect to his Frozen Bud Account subject to the
provisions of Sections 073-9.03, 073-9.04 and 073-9.05:
(i) a contingent annuitant option which provides for
income payable to the Participant and for the
continuance of 50%, 66-2/3%, 75% or 100% of such income
payments to a designated Beneficiary, if living, after
the Participant's death, or (ii) a single cash lump sum
payment. Payment under any optional format benefit
(other than cash) shall be made by using the
Participant's Account to purchase a commercial annuity
payable to the Participant, with the amount of the
monthly benefits determined under the annuity.
073-9.02 Timing of Distributions
(a) Notwithstanding the main Plan document, if any
portion of the Participant's Frozen Bud Account is
paid in a form other than a lump sum, then
payments shall be made in accordance with Code
Section 401(a)(9) and the regulations thereunder
(which are hereby incorporated by reference) and
may only be made over the life of the Participant
(or over the lives of the Participant and his
designated Beneficiary) or over a period not
extending beyond the life expectancy of the
Participant (or over a period not extending beyond
the life expectancy of the Participant and his
designated Beneficiary). The amount distributed
each year shall not be less than the amount
prescribed in the regulations under Code Section
401(a)(9), including the minimum distribution
incidental benefit requirement thereunder.
(b) If the Participant dies after distribution of his
Frozen Bud Account has begun, the remainder will
continue to be distributed at least as rapidly as
under the method of distribution before the
Participant's death.
(c) If the Participant dies before distribution of his
Frozen Bud Account has commenced, the
Participant's entire interest will be distributed
by December 31 of the calendar year containing the
fifth anniversary of the Participant's death
except to the extent that an election is made to
receive distributions in accordance with
paragraphs (1) or (2) below:
(1) If any portion of the Participant's interest
is payable to a designated Beneficiary,
distributions may be made only over the life
or over a period certain not greater than the
life expectancy of the designated Beneficiary
commencing on or before December 31 of the
calendar year immediately following the
calendar year in which the Participant died;
(2) If the designated Beneficiary is the
Participant's surviving spouse, the date
distributions are required to begin in
accordance with paragraph (1) above, shall
not be earlier than December 31 of the
calendar year in which the Participant would
have attained age 70-1/2. If the Participant
was at least age 70-1/2 at the time of his
death, then distribution to his surviving
spouse shall begin no later than December 31
of the calendar year immediately following
the calendar year in which the Participant
died. If the spouse dies before payments
begin, subsequent distributions shall be made
as if the spouse had been the Participant.
(d) For purposes of Subsections (f), (g) and (h),
above, payments will be calculated by use of the
return multiples specified in Treasury Regulation
Section 1.72-9. Life expectancy of the
Participant and a surviving spouse beneficiary may
be recalculated annually; however, in the case of
any other designated Beneficiary, life expectancy
may not be recalculated after the time payments
begin. This Section shall apply notwithstanding
any other provision of the Plan. The sole purpose
of such Sections is to limit the manner in which
payments may be made under the Plan in accordance
with Code Section 401(a)(9) and the regulations
thereunder, and they do not confer any rights or
benefits upon any Participant, spouse or
Beneficiary.
073-9.03 Joint and Survivor Pension
The provisions of this Section and Sections 073-9.04
and 073-9.05 shall take precedence over any conflicting
provisions in the Plan, and shall apply only to a
Participant who has a Frozen Bud Account balance, and
only with respect to the portion of the benefit payable
from the Frozen Bud Account.
(a) A married or unmarried Participant's balance in
his Frozen Bud Account shall be distributed in the
form of a qualified joint and survivor annuity,
unless the Participant makes a valid waiver
election (described in Section 073-9.04) within
the ninety (90) day period ending on the Annuity
Starting Date (as defined in Subsection (e)
below). A qualified joint and survivor annuity is
an annuity that is purchasable with the
Participant's balance in the Frozen Bud Account
and that is payable for the life of the
Participant with, if the Participant is married on
the Annuity Starting Date, a survivor annuity for
the life of the Participant's surviving spouse
that is fifty percent (50%) of the amount of the
annuity payable during the joint lives of the
Participant and the Participant's spouse. The
Participant may waive (subject to Section 073-
9.04) the qualified joint and survivor annuity,
and elect payment of the Frozen Bud Account in a
form described in Section 9.01.
(b) On or before the Annuity Starting Date, the
Account balance shall be paid in a lump sum, in
lieu of a qualified joint and survivor annuity, if
the Participant's vested Account balance is not
greater than $3,500.
(c) If a married Participant dies before his Annuity
Starting Date, one hundred percent (100%) of the
Participant's balance in the Frozen Bud Account
(including any life insurance proceeds payable
with respect therefor) will be paid to the
Participant's surviving spouse in the form of a
qualified preretirement survivor annuity, unless
the Participant has a valid waiver election (as
described in Section 073-9.05) in effect, or
unless the Participant and the Participant's
spouse were not married throughout the one (1)
year period ending on the date of the
Participant's death. A qualified preretirement
survivor annuity is an annuity that is purchasable
with one hundred percent (100%) of the
Participant's balance in the Frozen Bud Account
(determined as of the date of the Participant's
death) and that is payable for the life of the
Participant's surviving spouse. The Participant's
surviving spouse may elect to commence payment of
the qualified preretirement survivor annuity
within a reasonable period of time following the
date of the Participant's death. If the present
value of the qualified preretirement survivor
annuity exceeds $3,500, the qualified
preretirement survivor annuity payable to the
Participant's surviving spouse shall not commence
before the date the Participant would have
attained Normal Retirement Age, without the
written consent of the surviving spouse. The
Participant's surviving spouse may elect to
receive the benefit payable pursuant to this
subsection (c) in a lump sum in lieu of the
qualified preretirement survivor annuity. The
surviving spouse's consent or election described
in the preceding two sentences must be obtained
within the ninety (90) day period ending on the
Annuity Starting Date. The Plan Administrator
shall provide the surviving spouse, no less than
thirty (30) days and no more than ninety (90) days
before the Annuity Starting Date, with notice of
the surviving spouse's right to defer distribution
from the Plan, a description of the terms and
conditions of the qualified preretirement survivor
annuity and of the surviving spouse's right to
elect, and the effect of an election, to receive
the surviving spouse's benefit in the form of a
lump sum. Notwithstanding any other provision of
this Section, if the present value of the
qualified preretirement survivor annuity is not
greater than $3,500, the qualified preretirement
survivor annuity shall be paid in the form of a
lump sum distribution to the Participant's
surviving spouse as soon as administratively
feasible after the Participant's death.
(d) If the Participant has in effect a valid waiver
election regarding the qualified joint and
survivor annuity or the qualified preretirement
survivor annuity, the Participant's balance in the
Frozen Bud Account shall be distributed in the
form elected in Section 9.01. For purposes of
applying this Article 073-IX, a former spouse
shall be treated as the Participant's spouse or
surviving spouse to the extent provided under a
"qualified domestic relations order" within the
meaning of Section 414(p) of the Code.
(e) For purposes of this Article 073-IX, the "Annuity
Starting Date" means the first day of the first
period for which an amount is paid as an annuity
or, in the case of a benefit not payable in the
form of an annuity, the first day on which all
events have occurred that entitle the Participant
(or the surviving spouse in the case of a
qualified preretirement survivor annuity) to such
benefit.
073-9.04 Waiver Election - Qualified Joint and Survivor Annuity
In the case of a Participant with a balance in the
Frozen Bud Account, and whose Account balance is $3,500
or more, the following shall apply:
(a) No less than thirty (30) days and no more than
ninety (90) days before the Participant's Annuity
Starting Date, the Plan Administrator shall
provide the Participant a written explanation of
the terms and conditions of the qualified joint
and survivor annuity, the Participant's right to
make, and the effect of, an election to waive the
qualified joint and survivor annuity form of
benefit and elect another form instead, the
material features and relative values of the
qualified joint and survivor annuity and alternate
forms of benefit, the rights of the Participant's
spouse regarding the waiver election and the
Participant's right to make, and the effect of, a
revocation of a waiver election. The Plan does
not limit the number of times the Participant may
revoke a waiver of the qualified joint and
survivor annuity or make a new waiver during the
election period.
(b) A Participant's waiver election is not valid
unless (1) the Participant's spouse (to whom the
survivor annuity is payable under the qualified
joint and survivor annuity) has consented in
writing to the waiver election, the spouse's
consent acknowledges the effect of the election,
and a notary public or the Plan Administrator (or
his representative) witnesses the spouse's
consent; (2) the spouse consents to the alternate
form of benefit designated by the Participant or
to any change in that designated form of payment;
and (3) unless the spouse is the Participant's
sole Beneficiary, the spouse consents to the
Participant's Beneficiary designation or to any
change in the Participant's Beneficiary
designation. The spouse may execute a general
consent to any form of payment designation or to
any Beneficiary designation made by the
Participant without further spousal consent, if
the spouse, in writing, acknowledges and waives
the right to limit that consent to a specific
designation. The spouse's consent to a waiver of
the qualified joint and survivor annuity shall be
irrevocable unless the Participant revokes the
waiver election.
(c) The Plan Administrator may accept as valid a
waiver election that does not satisfy the spousal
consent requirement if the Plan Administrator
establishes the Participant does not have a
spouse; the Plan Administrator is not able to
locate the Participant's spouse; the spouse is
legally incompetent to give consent and the
spouse's guardian gives consent; the Participant
is legally separated or has been abandoned (within
the meaning of local law) and the Participant has
a court order to that effect (unless a qualified
domestic relations order (within the meaning of
Code Section 414(p) provides that spousal consent
may not be waived); or other circumstances exist
under which the Secretary of the Treasury will
excuse the consent requirement.
073-9.05 Waiver Election - Qualified Preretirement Survivor Annuity
In the case of a Participant with a balance in the
Frozen Bud Account, the following shall apply:
(a) The Plan Administrator shall provide each
Participant, in a manner consistent with Treasury
Regulations, a written explanation of the terms
and conditions of the qualified preretirement
survivor annuity comparable to the explanation of
the qualified joint and survivor annuity required
under Section 9.04. The written explanation shall
be provided to the Participant within the period
beginning on the first day of the Plan Year in
which the Participant attains age thirty-two (32)
and ending on the last day of the Plan Year in
which the Participant attains age thirty-four
(34). Notwithstanding the preceding sentence, the
written explanation shall be provided to a
Participant who separates from service before age
thirty-five (35) within the period beginning one
(1) year before he separates from service and
ending one (1) year thereafter.
(b) A Participant may waive the preretirement survivor
annuity if, and only if:
(1) the Participant makes the waiver election no
earlier than the first day of the Plan Year
in which he attains age thirty-five (35);
(2) the election satisfies the spousal consent
requirements described in Section 9.04(b) and
(c); and
(3) the spouse's consent specifically
acknowledges the Participant's designation of
Beneficiary or any change in the
Participant's Beneficiary designation.
The spouse's consent to a waiver of the qualified
preretirement survivor annuity shall be
irrevocable unless the Participant revokes the
waiver election. The spouse may execute a general
consent, complying with the requirements of
paragraphs (1) and (2), that permits the
Participant to change the designation of
Beneficiary without the requirement of further
spousal consent. Any such consent must
acknowledge the spouse's right to limit the
consent to a specific Beneficiary, and state that
the spouse waives that right. Notwithstanding
paragraph (1), if the Participant separates from
service before the first day of the Plan Year in
which he attains age thirty-five (35), the Plan
Administrator shall thereafter accept a waiver
election with respect to the Participant's accrued
benefit attributable to service before his
separation from service.
(c) A Participant who will not attain age thirty-five
(35) as of the end of the Plan Year may make a
special qualified election to waive the qualified
preretirement survivor annuity for the period
beginning on the date of such election and ending
on the first day of the Plan Year in which the
Participant will attain age thirty-five (35).
Such election shall not be valid unless the
Participant receives a written explanation of the
qualified preretirement survivor annuity
comparable to the explanation required under
Section 073-9.05(a). The special waiver described
in this Subsection (c) will automatically expire
as of the first day of the Plan Year in which the
Participant attains age thirty-five (35). Any new
waiver on or after such date shall be subject to
the full requirements of this Section 073-9.05.
<PAGE>
APPENDIX 073-A
DEFINITIONS
073-A.1 Accounts
"Accounts" means a Participant's Matched Pre-tax
Deferral Account, Matching Contributions Account,
Nonelective Contributions Account, Profit Sharing
Contributions Account, and Unmatched Pre-tax Deferral
Account. Effective January 1, 1991, "Accounts" shall
also include a Participant's Supplemental Company
Contributions Account and Supplemental Profit Sharing
Contributions Account. Effective July 1, 1992,
"Accounts" shall include a Participant's Frozen Bud
Account. These Accounts are described in Section 073-
2.01. In addition, an Eligible Employee may have a
Rollover Account, which is described in Section 1.11.
073-A.8 Compensation
"Compensation" means the Participant's base salary
(including elective contributions that are made by the
Employer on behalf of the Participant that are not
includable in gross income under Sections 125 and
402(e)(3) of the Code), bonuses, overtime, commissions,
performance incentives, shift differentials,
supplemental pay, severance pay, and other pay received
by a Participant from the Employer.
073-A.11 Eligible Employee
"Eligible Employee" means any person, including an
officer, who is an employee of an Employer and who is
paid from the Employer's United States payroll, but
excludes:
(a) any person whose employment is covered by the
terms of a collective bargaining agreement, if
retirement benefits were the subject of good faith
bargaining;
(b) any person whose employment relationship is
limited to that of a consultant to the Employer as
determined by the Plan Administrator;
(c) any person who is a leased employee described in
Section 414(n) of the Code; and
(d) any person who is a nonresident alien and who
receives no United States source income.
073-A.12 Employer
"Employer" means Dole Fresh Vegetables.
<PAGE>
OPERATING COMPANY APPENDIX 074
TAXDIP
FOR
SALARIED EMPLOYEES
OF
WAIALUA SUGAR COMPANY
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 074-I
CONTRIBUTIONS
074-1.01 Contribution of Participant
Deferrals. . . . . . . . . . . . . . . . .I-1
074-1.03 Matching Contributions . . . . . . . . . .I-3
074-1.04 Profit Sharing Contributions . . . . . . .I-4
ARTICLE 074-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
074-2.01 Participant Accounts . . . . . . . . . . II-1
074-2.02 Allocation of Profit Sharing
Contributions and Forfeitures. . . . . . II-4
074-2.03 Allocation of Pre-tax Deferrals. . . . . II-5
074-2.04 Allocation of Company Matching
Contributions. . . . . . . . . . . . . . II-6
074-2.06 Allocation of Nonelective
Contributions. . . . . . . . . . . . . . II-7
ARTICLE 074-III
ELIGIBILITY AND PARTICIPATION
074-3.01 Participation in the Plan. . . . . . . .III-1
ARTICLE 074-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
074-8.02 Vesting Requirements . . . . . . . . . VIII-1
APPENDIX 074-A
DEFINITIONS
074-A.1 Accounts . . . . . . . . . . . . Appendix A-1
074-A.8 Compensation . . . . . . . . . . Appendix A-1
074-A.11 Eligible Employee. . . . . . . . Appendix A-1
074-A.12 Employer . . . . . . . . . . . . Appendix A-2
<PAGE>
INTRODUCTION
Dole Food Company, Inc. previously established the Castle &
Cooke, Inc. Tax Deferred Investment Plan, the "Castle and Cooke
Plan", effective June 17, 1984 for the benefit of certain of its
employees.
Effective January 1, 1987, the Castle & Cooke Plan was amended
and restated in its entirety.
Effective December 31, 1988, the Castle & Cooke Plan was frozen
and all contributions under the Plan were suspended effective
January 1, 1989. Effective January 1, 1989 the Castle & Cooke
Plan was divided into seven separate plans, each surviving plan
covering a separate line of business within Dole Food Company,
Inc. The assets and liabilities as of December 31, 1988
applicable to the participants of each successor plan have been
transferred to such plans.
In connection with the transfer of such assets to this plan, Dole
Food Company, Inc. established the Waialua Sugar Company Tax
Deferred Investment Plan for Eligible Employees of Waialua Sugar
Company, effective January 1, 1989. Participant Pre-Tax
Deferrals and related Company Matching Contributions were
reactivated effective March 1, 1989. Effective January 1, 1993,
this Plan was merged with Plan 060. This Operating Company
Appendix sets forth certain provisions of this Plan applicable to
the employees who formerly were participants in the Tax Deferred
Investment Plan for Salaried Employees of Waialua Sugar Company,
and such other employees who become eligible pursuant to this
Appendix.
The section numbers of this Appendix correspond to the Section
numbers of the main Plan document. For example, Section 074-1.01
corresponds to Section 1.01 of the main Plan document.
Capitalized terms which are not defined in the main Plan document
are defined in this Appendix.
<PAGE>
ARTICLE 074-I
CONTRIBUTIONS
074-1.01 Contribution of Participant Deferrals
(a) Pre-tax Deferrals
Upon enrollment or reenrollment in the Plan, each
Participant eligible to make Pre-tax Deferrals
according to Section 3.01(c) may elect to make
Matched Pre-tax Deferrals of one percent to six
percent of his Compensation. A Participant may
also elect to make Unmatched Pre-tax Deferrals of
one to four percent of his Compensation.
A Participant's Pre-tax Deferral percentage rate
must be a fixed whole percentage.
The amount of Compensation otherwise payable to
the Participant for each payroll period while an
election under this Section is in effect will be
reduced by the amount of the Participant's Pre-tax
Deferrals. The Company will make contributions to
the Plan equal to the amount deferred. The
contributions will be allocated to the
Participant's Matched Pre-tax Deferral Account and
Unmatched Pre-tax Deferral Account, whichever is
applicable, as of the last day of the payroll
period in which such amounts are deferred.
(b) Change in Percentage or Suspension of Pre-tax
Deferrals
A Participant's Pre-tax Deferral percentage rate
will remain in effect, notwithstanding any change
in his Compensation, until he elects to change
such percentage.
Effective as of the first day of the first payroll
period which coincides with or next follows any
January 1, April 1, July 1, or October 1, a
Participant may elect to change his Pre-tax
Deferral percentage rate. To make the change, he
must file an election with the Plan Administrator
before the effective date of the change, according
to rules established by the Plan Administrator.
A Participant may suspend all his Pre-tax
Deferrals at any time during a Plan Year, provided
he files an election form with the Plan
Administrator according to rules established by
the Plan Administrator. A Participant who has
elected to suspend all his deferrals may resume
his Pre-tax Deferrals effective as of the first
day of the first payroll period which coincides
with or next follows any subsequent January 1,
April 1, July 1, or October 1. To resume Pre-tax
Deferrals, he must file an election with the Plan
Administrator before the effective date of the
resumption, according to rules established by the
Plan Administrator.
074-1.03 Matching Contributions
The Company will make a Matching Contribution for each
calendar quarter, out of current or accumulated net
profits, in an amount which, when added to forfeitures
available in such calendar quarter, equals the sum of
the amounts to be allocated to Participants' Matching
Contributions Accounts for such calendar quarter.
Notwithstanding the preceding paragraph, if the Company
does not have sufficient current or accumulated net
profits in any year to make the applicable Matching
Contribution, the Board in its sole discretion may
determine that the Company will make the Matching
Contribution, notwithstanding the lack of current or
accumulated profits.
The term current or accumulated net profits means the
net income of the Company determined in accordance with
generally accepted accounting principles and methods
consistently applied.
074-1.04 Profit Sharing Contributions
The amount of Profit Sharing Contribution made by the
Company, if any, for each Plan Year will be determined
by the Board in its sole discretion.
<PAGE>
ARTICLE 074-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
074-2.01 Participant Accounts
The Plan Administrator will maintain the following
Accounts for each Participant:
(a) A Matched Pre-tax Deferral Account which is:
(1) credited with the Participant's Matched Pre-
tax Deferrals;
(2) credited with the value of the matched
portion of his Elective Deferral Account, if
any, as of December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Matched
Pre-tax Deferral Account is always one hundred
percent.
(b) A Matching Contributions Account which is:
(1) credited with the Participant's share of
Matching Contributions and related
forfeitures;
(2) credited with the value of his Participating
Employer Contribution Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Matching
Contribution Account is determined according to
Section 074-8.02.
(c) A Nonelective Contributions Account which is:
(1) credited with the Participant's share of
Nonelective Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Nonelective
Contributions Account is always one hundred
percent.
(d) A Profit Sharing Contributions Account which is:
(1) credited with the Participant's share of
Profit Sharing Contributions and related
forfeitures;
(2) credited with the value of his Supplemental
Employer Contributions Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Profit
Sharing Contributions Account is determined
according to Section 074-8.02.
(e) An Unmatched Pre-tax Deferral Account which is:
(1) credited with the Participant's Unmatched
Pre-tax Deferrals;
(2) credited with the value of the unmatched
portion of his Elective Deferral Account, if
any, as of December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Unmatched
Pre-tax Deferral Account is always one hundred
percent.
074-2.02 Allocation of Profit Sharing Contributions and Forfeitures
Profit Sharing Contributions, if any, plus
forfeitures arising from Participant Profit Sharing
Contributions Account balances which are available for
reallocation in a Plan Year, if any, will be allocated
as of the end of each Plan Year to the Profit Sharing
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on the
last day of the Plan Year.
The portion of the Company Profit Sharing Contribution
to be allocated to each such Participant will bear the
same ratio to the total amount to be allocated as the
Participant's Compensation for the Plan Year bears to
the total Compensation for the Plan Year of all such
Participants.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan or to
an employment status such that he is no longer an
Eligible Employee during a Plan Year, a Profit Sharing
Contribution will be allocated to his Profit Sharing
Contributions Account, based on the ratio that the
Participant's Compensation received for the Plan Year
while a Participant in this Plan bears to the total
Compensation for the Plan Year of all such
Participants, provided that the Participant is an
employee of the Company or an Associated Company on the
last day of such Plan Year.
074-2.03 Allocation of Pre-tax Deferrals
Company contributions which result from a Participant's
Pre-tax Deferrals will be allocated to the Participant's
Matched Pre-tax Deferral Account and Unmatched Pre-tax
Deferral Account, whichever is appropriate. An allocation
will occur as of the last day of each payroll period
during which the Participant has Pre-tax Deferrals
withheld from his Compensation. The amount of the
allocation will equal the amount of the Participant's
Matched Pre-tax Deferrals and Unmatched Pre-tax Deferrals
withheld during such payroll period.
074-2.04 Allocation of Company Matching Contributions
Company Matching Contributions for a calendar quarter and
forfeitures arising from Participants' Matching
Contributions Account balances which are available for
reallocation in such quarter, if any, will be allocated
to each Participant's Matching Contributions Account as
of each Valuation Date, in an amount equal to fifty
percent of the Participant's Matched Pre-tax Deferrals
contributed to the Plan for the calendar quarter ending
on such Valuation Date, provided that the maximum Company
Matching Contribution allocated to the Participant's
Matching Contributions Account for the Plan Year shall
not exceed fifty percent of the Participant's total
Matched and Unmatched Pre-tax Deferrals for such Plan
Year which do not exceed six percent of his Compensation
for the Plan Year.
As of the Valuation Date that coincides with the last day
of each Plan Year, an additional Company Matching
Contribution will be allocated to the Matching
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on such
date. The amount to be allocated is the amount which,
when added to all other Company Matching Contributions
allocated to such Participant's Matching Contributions
Account as of each Valuation Date which occurs in the
Plan Year, equals fifty percent of the Participant's
total Matched and Unmatched Pre-tax Deferrals for such
Plan Year which do not exceed six percent of his
Compensation for the Plan Year.
The Plan Administrator may implement such procedures as
it deems appropriate to increase the probability that
Participants may receive the maximum amount of Company
Matching Contributions available to them under the terms
of the Plan. The Plan Administrator shall not be liable
or responsible if any Participant fails to receive the
maximum Company Matching Contributions which may have
been available had the Participant made different
elections.
074-2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated to the
Nonelective Contributions Account of each Participant in
the ratio that the Compensation of each such Participant
for the Plan Year bears to the total Compensation of all
such Participants for the Plan Year, or in equal dollar
amounts at the Board's discretion. Notwithstanding the
foregoing sentence, the Company in its sole discretion,
may limit allocation of the Nonelective Contributions to
certain Participants who are Nonhighly Compensated
Employees. Except for hardship withdrawal rules under
Section 6.01, Nonelective Contributions shall be treated
as Pre-Tax Deferrals for all purposes under the Plan if
the requirements of Treasury Regulation 1.401(k)-l(b)(5)
are satisfied.
<PAGE>
ARTICLE 074-III
ELIGIBILITY AND PARTICIPATION
074-3.01 Participation in the Plan
(a) Each Eligible Employee who was a participant in the
Castle & Cooke, Inc. Tax Deferred Investment Plan
on December 31, 1988 will become a Participant on
January 1, 1989.
Each Eligible Employee who was hired before January
1, 1989 will become a Participant on January 1,
1989.
(b) Each other Eligible Employee who was hired on or
after January 1, 1989 will become a Participant on
the first day of the first payroll period which
coincides with or immediately follows the last day
of the calendar quarter during which the later of
the following occurs:
(1) The last day of the twelve month period in
which he completes 1,000 Hours of Service.
The twelve month period will be the twelve
consecutive month period beginning on his
first day of employment or, if he fails to
complete 1,000 Hours of Service within such
period, in the twelve consecutive month period
beginning the first day of the Plan Year
following his first day of employment, or any
subsequent Plan Year;
(2) the date he attains age twenty one; and
(3) the date he becomes an Eligible Employee.
(c) On and after January 1, 1989, a Participant will
first be eligible to make Pre-tax Deferrals on the
later of March 1, 1989 or the date he becomes a
Participant according to Subsections (a) or (b)
above.
<PAGE>
ARTICLE 074-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
074-8.02 Vesting Requirements
The Vested Portion of the Accounts of any Participant who
was employed by an Associated Company as of December 31,
1988 is always one hundred percent.
The Vested Portion of the Accounts of any Participant
whose employment began on or after January 1, 1989 is as
follows:
(d) The Vested Portion of a Participant's Matched
Pre-tax Deferral Account, Nonelective Contributions
Account Unmatched Pre-tax Deferral Account and
Rollover Account is always one hundred percent.
(e) The Vested Portion of a Participant's Matching
Contributions Account and Profit Sharing
Contributions Account is based on his years of
Service as of the date his employment terminates,
as follows:
Years of Service Vested Portion
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the preceding sentence, when a
Participant reaches age sixty five while employed
by the Employer, his Vested Portion of his Matching
Contributions Account and Profit Sharing
Contributions Account shall be one hundred percent.
<PAGE>
APPENDIX 074-A
DEFINITIONS
074-A.1 Accounts
"Accounts" means a Participant's Matched Pre-tax Deferral
Account, Matching Contributions Account, Nonelective
Contributions Account, Profit Sharing Contributions
Account, and Unmatched Pre-tax Deferral Account. These
Accounts are described in Section 074-2.01. In addition,
an Eligible Employee may have a Rollover Account, which
is described in Section 1.11.
074-A.8 Compensation
"Compensation" means the Participant's base salary
(including elective contributions that are made by the
Employer on behalf of the Participant that are not
includable in gross income under Sections 125 and
402(e)(3) of the Code), bonuses, overtime, commissions,
performance incentives, shift differentials, supplemental
pay, severance pay, and other pay received by a
Participant from the Employer.
074-A.11 Eligible Employee
"Eligible Employee" means any person, including an
officer, who is a salaried employee of an Employer and
who is paid from the Employer's United States payroll,
but excludes:
(a) any person whose employment is covered by the terms
of a collective bargaining agreement, if retirement
benefits were the subject of good faith bargaining;
(b) any person whose employment relationship is limited
to that of a consultant to the Employer as
determined by the Plan Administrator;
(c) any person who is a leased employee described in
Section 414(n) of the Code; and
(d) any person who is a non-resident alien and who is
not taxed as if he were a United States citizen.
074-A.12 Employer
"Employer" means Waialua Sugar Company.
<PAGE>
OPERATING COMPANY APPENDIX 075
TAXDIP
FOR SALARIED EMPLOYEES
OF
DOLE CITRUS
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE 075-I
CONTRIBUTIONS
075-1.01 Contribution of Participant Deferrals. . . . . . . .I-1
075-1.03 Matching Contributions . . . . . . . . . . . . . . .I-3
075-1.04 Profit Sharing Contributions . . . . . . . . . . . .I-3
ARTICLE 075-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
075-2.01 Participant Accounts . . . . . . . . . . . . . . . II-1
075-2.02 Allocation of Profit Sharing Contributions . . . . II-5
075-2.03 Allocation of Pre-tax Deferrals. . . . . . . . . . II-6
075-2.04 Allocation of Company Matching Contributions . . . II-7
075-2.06 Allocation of Nonelective Contributions. . . . . . II-9
ARTICLE 075-III
ELIGIBILITY AND PARTICIPATION
075-3.01 Participation in the Plan. . . . . . . . . . . . .III-1
ARTICLE 075-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
075-8.02 Vesting Requirements . . . . . . . . . . . . . . VIII-1
APPENDIX A
DEFINITIONS
075-A.1 Accounts . . . . . . . . . . . . . . . . . Appendix A-1
075-A.9 Compensation . . . . . . . . . . . . . . . Appendix A-1
075-A.12 Eligible Employee. . . . . . . . . . . . . Appendix A-1
075-A.13 Employer . . . . . . . . . . . . . . . . . Appendix A-2
<PAGE>
INTRODUCTION
Dole Food Company, Inc. previously established the Castle & Cooke,
Inc. Tax Deferred Investment Plan, the "Castle & Cooke Plan",
effective June 17, 1984 for the benefit of certain of its
employees.
Effective January 1, 1987, the Castle & Cooke Plan was amended and
restated in its entirety.
Effective December 31, 1988, the Castle & Cooke Plan was frozen and
all contributions under the Castle & Cooke Plan were suspended
effective January 1, 1989. Effective January 1, 1989 the Castle &
Cooke Plan was divided into seven separate plans, each surviving
plan covering a separate line of business within Castle & Cooke,
Inc. The assets and liabilities as of December 31, 1988 applicable
to the participants of each successor plan have been transferred to
such plans.
In connection with the transfer of such assets to this plan, Dole
Food Company, Inc. established the Dole Citrus Tax Deferred
Investment Plan (the "Citrus TAXDIP"), for Eligible Employees of
Dole Citrus, effective January 1, 1989. Participant Pre-tax
Deferrals and related Company Matching Contributions were
reactivated effective July 1, 1989.
Effective January 1, 1992, the Tax Deferred Investment Plan for
Hourly Employees of Dole Citrus was established by Dole Food
Company, Inc. for the benefit of the hourly employees of Dole
Citrus. Effective January 1, 1992, the assets and liabilities of
the Citrus TAXDIP allocable to hourly employees were transferred to
the Tax Deferred Investment Plan for Hourly Employees of Dole
Citrus. The Citrus TAXDIP was amended to limit participation to
salaried employees of Dole Citrus and the name of the Citrus TAXDIP
was changed to the "Tax Deferred Investment Plan for Salaried
Employees of Dole Citrus."
Effective January 1, 1993, this Plan was merged with Plan 060.
This Operating Company Appendix sets forth certain provisions of
this Plan applicable to the employees who formerly were
participants in the Tax Deferred Investment Plan for Salaried
Employees of Dole Citrus, and such other employees who become
eligible pursuant to this Appendix.
The section numbers of this Appendix correspond to the Section
numbers of the main Plan document. For example, Section 075-1.01
corresponds to Section 1.01 of the main Plan document.
Capitalized terms which are not defined in the main Plan document
are defined in this Appendix.
<PAGE>
ARTICLE 075-I
CONTRIBUTIONS
075-1.01 Contribution of Participant Deferrals
(a) Pre-tax Deferrals
Upon enrollment or re-enrollment in the Plan, each
Participant eligible to make Pre-tax Deferrals
according to Section 3.01(c) may elect to make
Matched Pre-tax Deferrals of one percent to three
percent of his Compensation. A Participant may
also elect to make Unmatched Pre-tax Deferrals of
one to seven percent of his Compensation.
A Participant's Pre-tax Deferral percentage rate
must be a fixed whole percentage.
The amount of Compensation otherwise payable to the
Participant for each payroll period while an
election under this Section is in effect will be
reduced by the amount of the Participant's Pre-tax
Deferrals. The Company will make contributions to
the Plan equal to the amount deferred. The
contributions will be allocated to the
Participant's Matched Pre-tax Deferral Account and
Unmatched Pre-tax Deferral Account, whichever is
applicable, as of the last day of the payroll
period in which such amounts are deferred.
(b) Change in Percentage or Suspension of Pre-tax Deferrals
A Participant's Pre-tax Deferral percentage rate
will remain in effect, notwithstanding any change
in his Compensation, until he elects to change such
percentage.
Effective as of the first day of the first payroll
period which coincides with or next follows any
January 1, April 1, July 1, or October 1, a
Participant may elect to change his Pre-tax
Deferral percentage rate. To make the change, he
must file an election with the Plan Administrator
before the effective date of the change, according
to rules established by the Plan Administrator.
A Participant may suspend all his Pre-tax Deferrals
at any time during a Plan Year, provided he files
an election form with the Plan Administrator
according to rules established by the Plan
Administrator. A Participant who has elected to
suspend all his deferrals may resume his Pre-tax
Deferrals effective as of the first day of the
first payroll period which coincides with or next
follows any subsequent January 1, April 1, July 1,
or October 1. To resume Pre-tax Deferrals, he must
file an election with the Plan Administrator before
the effective date of the resumption, according to
rules established by the Plan Administrator.
075-1.03 Matching Contributions
The Company will make a Matching Contribution for each
calendar quarter, out of current or accumulated net
profits, in an amount which, when added to forfeitures
available in such calendar quarter, equals the sum of the
amounts to be allocated to Participants' Matching
Contributions Accounts for such calendar quarter.
Notwithstanding the preceding paragraph, if the Company
does not have sufficient current or accumulated net
profits in any year to make the applicable Matching
Contribution, the Board in its sole discretion may
determine that the Company will make the Matching
Contribution, notwithstanding the lack of current or
accumulated profits.
The term current or accumulated net profits means the net
income of the Company determined in accordance with
generally accepted accounting principles and methods
consistently applied.
075-1.04 Profit Sharing Contributions
The amount of Profit Sharing Contribution made by the
Company, if any, for each Plan Year will be determined by
the Board in its sole discretion.
<PAGE>
ARTICLE 075-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
075-2.01 Participant Accounts
The Plan Administrator will maintain the following
Accounts for each Participant:
(a) A Matched Pre-tax Deferral Account which is:
(1) credited with the Participant's Matched Pre-
tax Deferrals;
(2) credited with the value of the matched portion
of his Elective Deferral Account, if any, as
of December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Matched
Pre-tax Deferral Account is always one hundred
percent.
(b) A Matching Contributions Account which is:
(1) credited with the Participant's share of
Matching Contributions and related
forfeitures;
(2) credited with the value of his Participating
Employer Contribution Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Matching
Contribution Account is determined according to
Section 075-8.02.
(c) A Nonelective Contributions Account which is:
(1) credited with the Participant's share of
Nonelective Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Nonelective
Contributions Account is always one hundred
percent.
(d) A Profit Sharing Contributions Account which is:
(1) credited with the Participant's share of
Profit Sharing Contributions;
(2) credited with the value of his Supplemental
Employer Contributions Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Profit
Sharing Contributions Account is always one hundred
percent.
(e) A Rollover Employer Account which is:
(1) credited with the value as of October 1, 1989
of the Participant's rollover contributions
made to the Blue Goose Growers, Inc. Profit
Sharing Plan;
(2) adjusted for investment results and expenses;
and
(3) charged with withdrawals and distributions.
The Vested Portion of a Participant's Rollover
Employer Account is always one hundred percent.
(f) A Transfer Employee Account which is:
(1) credited with the value as of October 1, 1989
of employee voluntary contribution accounts
under the Blue Goose Growers, Inc. Profit
Sharing Plan;
(2) adjusted for investment results and expenses;
and
(3) charged with withdrawals and distributions.
A Participant's Vested Portion of his Transfer
Employee Account is always one hundred percent.
(g) A Transfer Employer Account which is:
(1) credited with the value as of October 1, 1989
of employer profit sharing contribution
accounts under the Blue Goose Growers, Inc.
Profit Sharing Plan;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Transfer
Employer Account is always one hundred percent.
(h) An Unmatched Pre-tax Deferral Account which is:
(1) credited with the Participant's Unmatched Pre-
tax Deferrals;
(2) credited with the value of the unmatched
portion of his Elective Deferral Account, if
any, as of December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Unmatched
Pre-tax Deferral Account is always one hundred
percent.
075-2.02 Allocation of Profit Sharing Contributions
Profit Sharing Contributions, if any, will be allocated
as of the end of each Plan Year to the Profit Sharing
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on the
last day of the Plan Year, provided such Participant has
completed 1,000 Hours of Service during the Plan Year.
The portion of the Profit Sharing Contribution to be
allocated to each such Participant will bear the same
ratio to the total amount to be allocated as the
Participant's Compensation for the Plan Year bears to the
total Compensation for the Plan Year of all such
Participants. Effective January 1, 1990, the foregoing
allocation is based on Compensation paid to each
individual while a Participant.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan or to an
employment status such that he is no longer an Eligible
Employee during a Plan Year, a Profit Sharing
Contribution will be allocated to his Profit Sharing
Contributions Account, based on the ratio that the
Participant's Compensation received for the Plan Year
while a Participant in this Plan bears to the total
Compensation for the Plan Year of all such Participants,
provided that the Participant is an employee of the
Company or an Associated Company on the last day of such
Plan Year and provided that the Participant has completed
1,000 Hours of Service during the Plan Year.
075-2.03 Allocation of Pre-tax Deferrals
Company contributions which result from a Participant's
Pre-tax Deferrals will be allocated to the Participant's
Matched Pre-tax Deferral Account and Unmatched Pre-tax
Deferral Account, whichever is appropriate. An
allocation will occur as of the last day of each payroll
period during which the Participant has Pre-tax Deferrals
withheld from his Compensation. The amount of the
allocation will equal the amount of the Participant's
Matched Pre-tax Deferrals and Unmatched Pre-tax Deferrals
withheld during such payroll period.
075-2.04 Allocation of Company Matching Contributions
(a) For the Plan Year Ending December 31, 1989
Company Matching Contributions for a calendar
quarter and forfeitures arising from Participants'
Matching Contributions Account balances which are
available for reallocation in such quarter, if any,
will be allocated to each Participant's Matching
Contributions Account as of each Valuation Date, in
an amount equal to two hundred percent of the
Participant's Matched Pre-tax Deferrals contributed
to the Plan for the calendar quarter ending on such
Valuation Date, provided that the maximum Company
Matching Contribution allocated to the
Participant's Matching Contributions Account for
the Plan Year shall not exceed two hundred percent
of the Participant's total Matched and Unmatched
Pre-tax Deferrals for such Plan Year which do not
exceed three percent of his Compensation for the
Plan Year.
As of the last day of the Plan Year, an additional
Company Matching Contribution will be allocated to
the Matching Contributions Account of each
Participant who is an employee of the Company or an
Associated Company on such date. The amount to be
allocated is the amount which, when added to all
the Company Matching Contributions allocated to
such Participant's Matching Contributions Account
as of each Valuation Date which occurs in the Plan
Year, equals two hundred percent of the
Participant's total Matched and Unmatched Pre-tax
Deferrals for such Plan Year which do not exceed
three percent of his Compensation for the Plan
Year. Compensation earned prior to July 1, 1989
will be disregarded for purposes of this Subsection
(a).
(b) For Plan Years Beginning On and After January 1, 1990
Company Matching Contributions for a calendar
quarter and forfeitures arising from Participants'
Matching Contributions Account balances which are
available for reallocation in such quarter, if any,
will be allocated to each Participant's Matching
Contributions Account as of each Valuation Date, in
an amount equal to one hundred percent of the
Participant's Matched Pre-tax Deferrals contributed
to the Plan for the calendar quarter ending on such
Valuation Date.
As of the Valuation Date that coincides with the
last day of each Plan Year, an additional Company
Matching Contribution will be allocated to the
Matching Contributions Account of each Participant
who is an employee of the Company or an Associated
Company on such date. The amount to be allocated
is the amount which, when added to all the Company
Matching Contributions allocated to such
Participant's Matching Contributions Account as of
each Valuation Date which occurs in the Plan Year,
equals one hundred percent of the Participant's
total Matched and Unmatched Pre-tax Deferrals for
such Plan Year which do not exceed three percent of
his Compensation for the Plan Year.
The Plan Administrator may implement such
procedures as it deems appropriate to increase the
probability that Participants may receive the
maximum amount of Company Matching Contributions
available to them under the terms of the Plan. The
Plan Administrator shall not be liable or
responsible if any Participant fails to receive the
maximum Company Matching Contributions which may
have been available had the Participant made
different elections.
075-2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated to the
Nonelective Contributions Account of each Participant in
the ratio that the Compensation of each such Participant
for the Plan Year bears to the total Compensation of all
such Participants for the Plan Year, or in equal dollar
amounts at the Board's discretion. Notwithstanding the
foregoing sentence, the Company in its sole discretion,
may limit allocation of the Nonelective Contributions to
certain Participants who are Nonhighly Compensated
Employees. Except for hardship withdrawal rules under
Section 6.01, Nonelective Contributions shall be treated
as Pre-Tax Deferrals for all purposes under the Plan if
the requirements of Treasury Regulation 1.401(k)-l(b)(5)
are satisfied.
<PAGE>
ARTICLE 075-III
ELIGIBILITY AND PARTICIPATION
075-3.01 Participation in the Plan
(a) Each Eligible Employee who was a Participant on
December 31, 1988 in the Castle & Cooke, Inc. Tax
Deferred Investment Plan will become a Participant on
January 1, 1989.
Each Eligible Employee who is compensated on a salaried
basis and who was hired before January 1, 1989 will
become a Participant on January 1, 1989.
(b) Each Eligible Employee who is compensated on a salaried
basis and who was hired on or after January 1, 1989 and
each Eligible Employee who is compensated on an hourly
basis will become a Participant on the first day of the
first payroll period which coincides with or
immediately follows the last day of the calendar
quarter during which the later of the following occurs:
(1) the last day of the twelve month period in which
he completes 1,000 Hours of Service. The twelve
month period will be the twelve consecutive month
period beginning on his first day of employment
or, if he fails to complete 1,000 Hours of
Service within such period, the twelve
consecutive month period beginning the first day
of the Plan Year following his first day of
employment, or any subsequent Plan Year.
(2) the date he attains age twenty one; and
(3) the date he becomes an Eligible Employee.
Notwithstanding the preceding, effective January 1, 1992, an
employee who is compensated on an hourly basis shall not be
eligible to become a Participant in the Plan.
(c) On and after January 1, 1989, a Participant will first
be eligible to make Pre-tax Deferrals on the later of
July 1, 1989 or the date he becomes a Participant
according to Subsections (a) or (b) above.
<PAGE>
ARTICLE 075-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
075-8.02 Vesting Requirements
The Vested Portion of the Accounts of any Participant who is
compensated on a salaried basis and who was employed by an
Associated Company as of December 31, 1988 is always one
hundred percent.
The Vested Portion of the Accounts of any Participant who is
compensated on a salaried basis and whose employment began
on or after January 1, 1989 and any Participant who is
compensated on an hourly basis is as follows:
(a) The Vested Portion of a Participant's Matched Pre-tax
Deferral Account, Nonelective Contributions Account,
Profit Sharing Account, Rollover Employer Account,
Transfer Employee Account, Transfer Employer Account,
Unmatched Pre-tax Deferral Account, and Rollover
Account is always one hundred percent.
(b) The Vested Portion of a Participant's Matching
Contributions Account is based on his Years of Service
as of the date his employment terminates, as follows:
Years of Service Vested Portion
Less than 3 0%
3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
Notwithstanding the preceding, effective April 1, 1993,
the Vested Portion of a Participant's Matching
Contribution Account shall be determined as follows:
Years of Service Vested Portion
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the foregoing, if a Participant reaches
age sixty five while employed by the Employer, his
Vested Portion of his Matching Contributions Account
shall be one hundred percent.
<PAGE>
APPENDIX A
DEFINITIONS
075-A.1 Accounts
"Accounts" means a Participant's Matched Pre-tax Deferral
Account, Matching Contributions Account, Nonelective
Contributions Account, Profit Sharing Contributions Account,
Rollover Employer Account, Transfer Employee Account,
Transfer Employer Account and Unmatched Pre-tax Deferral
Account. These Accounts are described in Section 075-2.01.
In addition, an Eligible Employee may have a Rollover
Account, which is described in Section 1.11.
075-A.9 Compensation
"Compensation" means the Participant's base salary
(including elective contributions that are made by the
Employer on behalf of the Participant that are not
includable in gross income under Sections 125 and 402(e)(3)
of the Code), bonuses, overtime, commissions, performance
incentives, shift differentials, supplemental pay, severance
pay, and other pay received by a Participant from the
Employer.
075-A.12 Eligible Employee
"Eligible Employee" means any person, including an officer,
who is an employee of an Employer and who is paid from the
Employer's United States payroll, but excludes:
(a) any person whose employment is covered by the
terms of a collective bargaining agreement, if
retirement benefits were the subject of good
faith bargaining;
(b) any person whose employment relationship is
limited to that of a consultant to the Employer
as determined by the Plan Administrator;
(c) any person who is a leased employee described in
Section 414(n) of the Code;
(d) any person who is a non-resident alien and who is
not taxed as if he were a United States citizen;
and
(e) effective January 1, 1992, in addition to
satisfying the above requirements, an employee
must be a salaried employee of the Employer as
determined by the Plan Administrator in order to
be an Eligible Employee.
075-A.13 Employer
"Employer" means Dole Citrus.
<PAGE>
OPERATING COMPANY APPENDIX 078
TAXDIP
FOR SALARIED EMPLOYEES
OF
DOLE BAKERSFIELD, INC.
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE 078-I
CONTRIBUTIONS
078-1.01 Contribution of Participant Deferrals . . . . .I-1
078-1.03 Matching Contributions. . . . . . . . . . . . .I-3
078-1.04 Profit Sharing Contributions. . . . . . . . . .I-3
ARTICLE 078-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
078-2.01 Participant Accounts. . . . . . . . . . . . . II-1
078-2.02 Allocation of Profit Sharing Contributions and
Forfeitures . . . . . . . . . . . . . . . . . II-4
078-2.03 Allocation of Pre-tax Deferrals . . . . . . . II-5
078-2.04 Allocation of Company Matching Contributions. II-5
078-2.06 Allocation of Nonelective Contributions . . . II-6
ARTICLE 078-III
ELIGIBILITY AND PARTICIPATION
078-3.01 Participation in the Plan . . . . . . . . . .III-1
ARTICLE 078-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
078-8.02 Vesting Requirements. . . . . . . . . . . . VIII-1
APPENDIX 078-A
DEFINITIONS
078-A.1 Accounts. . . . . . . . . . . . . . . Appendix A-1
078-A.7 Compensation. . . . . . . . . . . . . Appendix A-1
078-A.10 Eligible Employee . . . . . . . . . . Appendix A-1
078-A.11 Employer. . . . . . . . . . . . . . . Appendix A-2
<PAGE>
INTRODUCTION
Effective January 1, 1992, Dole Food Company, Inc. established the
Tax Deferred Investment Plan For Salaried Employees of Dole
Bakersfield, Inc. for the benefit of certain employees Dole
Bakersfield, Inc. Effective January 1, 1993, this Plan was merged
with Plan 060. This Operating Company Appendix sets forth certain
provisions of this Plan applicable to the employees who formerly
were participants in the Tax Deferred Investment Plan for Salaried
Employees of Dole Bakersfield, and such other employees who become
eligible pursuant to this Appendix.
The section numbers of this Appendix correspond to the Section
numbers of the main Plan document. For example, Section 078-1.01
corresponds to Section 1.01 of the main Plan document.
Capitalized terms which are not defined in the main Plan document
are defined in this Appendix.
<PAGE>
ARTICLE 078-I
CONTRIBUTIONS
078-1.01 Contribution of Participant Deferrals
(a) Pre-tax Deferrals
Upon enrollment or re-enrollment in the Plan, each
Participant may elect to make Matched Pre-tax
Deferrals of one percent to six percent of his
Compensation. A Participant may also elect to make
Unmatched Pre-tax Deferrals of one to four percent
of his Compensation.
A Participant's Pre-tax Deferral percentage rate
must be a fixed whole percentage.
The amount of Compensation otherwise payable to the
Participant for each payroll period while an
election under this Section is in effect will be
reduced by the amount of the Participant's Pretax
Deferrals. The Company will make contributions to
the Plan equal to the amount deferred. The
contributions will be allocated to the
Participant's Matched Pre-tax Deferral Account and
Unmatched Pre-tax Deferral Account, whichever is
applicable, as of the last day of the payroll
period in which such amounts are deferred.
(b) Change in Percentage or Suspension of Pre-tax
Deferrals
A Participant's Pre-tax Deferral percentage rate
will remain in effect, notwithstanding any change
in his Compensation, until he elects to change such
percentage.
Effective any January 1, April 1, July 1 or
October 1, a Participant may elect to change his
Pre-tax Deferral percentage rate. To make the
change, he must file an election with the Plan
Administrator before the effective date of the
change, according to rules established by the Plan
Administrator.
A Participant may suspend all his Pre-tax Deferrals
at any time during a Plan Year, provided he files
an election form with the Plan Administrator
according to rules established by the Plan
Administrator. A Participant who has elected to
suspend all his deferrals may resume his Pre-tax
Deferrals effective any subsequent January 1,
April 1, July 1 or October 1. To resume Pre-tax
Deferrals, he must file an election with the Plan
Administrator before the effective date of the
resumption, according to rules established by the
Plan Administrator.
078-1.03 Matching Contributions
The Company will make a Matching Contribution for each
calendar quarter, out of current or accumulated net
profits, in an amount which, when added to forfeitures
available in such calendar quarter, equals the sum of the
amounts to be allocated to Participants' Matching
Contributions Accounts for such calendar quarter.
Notwithstanding the preceding paragraph, if the Company
does not have sufficient current or accumulated net
profits in any year to make the applicable Matching
Contribution, the Board in its sole discretion may
determine that the Company will make the Matching
Contribution, notwithstanding the lack of current or
accumulated profits.
The term current or accumulated net profits means the net
income of the Company determined in accordance with
generally accepted accounting principles and methods
consistently applied.
078-1.04 Profit Sharing Contributions
The amount of Profit Sharing Contribution made by the
Company, if any, for each Plan Year will be determined by
the Board in its sole discretion.
<PAGE>
ARTICLE 078-II
PARTICIPANT'S ACCOUNT: ALLOCATIONS
078-2.01 Participant Accounts
The Plan Administrator will maintain the following
Accounts for each Participant:
(a) A Matched Pre-tax Deferral Account which is:
(1) credited with the Participant's Matched Pre-
tax Deferrals;
(2) adjusted for investment results and expenses;
and
(3) charged with withdrawals and distributions.
The Vested Portion of a Participant's Matched Pre-
tax Deferral Account is always one hundred percent.
(b) A Matching Contributions Account which is:
(1) credited with the Participant's share of
Matching Contributions and related
forfeitures;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Matching
Contribution Account is determined according to
Section 078-8.02.
(c) A Nonelective Contributions Account which is:
(1) credited with the Participant's share of
Nonelective Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Nonelective
Contributions Account is always one hundred percent.
(d) A Profit Sharing Contributions Account which is:
(1) credited with the Participant's share of
Profit Sharing Contributions and related
forfeitures;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Profit
Sharing Contributions Account is determined
according to Section 078-8.02.
(e) An Unmatched Pre-tax Deferral Account which is:
(1) credited with the Participant's Unmatched Pre-
tax Deferrals;
(2) adjusted for investment results and expenses;
and
(3) charged with withdrawals and distributions.
The Vested Portion of a Participant's Unmatched
Pre-tax Deferral Account is always one hundred
percent.
078-2.02 Allocation of Profit Sharing Contributions and Forfeitures
Company Profit Sharing Contributions, if any, plus
forfeitures arising from Participant Profit Sharing
Contributions Account balances which are available for
reallocation in a Plan Year, if any, will be allocated as
of the end of each Plan Year to the Profit Sharing
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on the
last day of the Plan Year.
The portion of the Company Profit Sharing Contribution to
be allocated to each such Participant will bear the same
ratio to the total amount to be allocated as the
Participant's Compensation for the Plan Year bears to the
total Compensation for the Plan Year of all such
Participants.
In the event a Participant transfers to an Associated
Company who does not participate in this Plan during a
Plan Year, a Profit Sharing Contribution will be
allocated to his Profit Sharing Contributions Account,
based on the ratio that the Participant's Compensation
received for the Plan Year while a Participant in this
Plan bears to the total Compensation for the Plan Year of
all such Participants, provided that the Participant is
an employee of the Company or an Associated Company on
the last day of such Plan Year.
078-2.03 Allocation of Pre-tax Deferrals
Company contributions which result from a Participant's
Pre-tax Deferrals will be allocated to the Participant's
Matched Pre-tax Deferral Account and Unmatched Pre-tax
Deferral Account, whichever is appropriate. An
allocation will occur as of the last day of each payroll
period during which the Participant has Pre-tax Deferrals
withheld from his Compensation. The amount of the
allocation will equal the amount of the Participant's
Matched Pre-tax Deferrals and Unmatched Pre-tax Deferrals
withheld during such payroll period.
078-2.04 Allocation of Company Matching Contributions
Company Matching Contributions for a calendar quarter and
forfeitures arising from Participants' Matching
Contributions Account balances which are available for
reallocation in such quarter, if any, will be allocated
to each Participant's Matching Contributions Account as
of each Valuation Date, in an amount equal to fifty
percent of the Participant's Matched Pre-tax Deferrals
contributed to the Plan for the calendar quarter ending
on such Valuation Date, provided that the maximum Company
Matching Contribution allocated to the Participant's
Matching Contributions Account for the Plan Year shall
not exceed fifty percent of the Participant's total
Matched and Unmatched Pre-tax Deferrals for such Plan
Year which do not exceed six percent of his Compensation
for the Plan Year.
As of the Valuation Date that coincides with the last day
of each Plan Year, an additional Company Matching
Contribution will be allocated to the Matching
Contributions Account of each Participant who is an
employee of the Company or an Associated Company on such
date. The amount to be allocated is the amount which,
when added to all other Company Matching Contributions
allocated to such Participant's Matching Contributions
Account as of each Valuation Date which occurs in the
Plan Year, equals fifty percent of the Participant's
total Matched and Unmatched Pre-tax Deferrals for such
Plan Year which do not exceed six percent of his
compensation for the Plan Year.
078-2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated to the
Nonelective Contributions Account of each Participant in
the ratio that the Compensation of each such Participant
for the Plan Year bears to the total Compensation of all
such Participants for the Plan Year, or in equal dollar
amounts at the Board's discretion. Notwithstanding the
foregoing sentence, the Company in its sole discretion,
may limit allocation of the Nonelective Contributions to
certain Participants who are Nonhighly Compensated
Employees. Except for hardship withdrawal rules under
Section 6.01, Nonelective Contributions shall be treated
as Pre-Tax Deferrals for all purposes under the Plan if
the requirements of Treasury Regulation 1.401(k)-l(b)(5)
are satisfied.
<PAGE>
ARTICLE 078-III
ELIGIBILITY AND PARTICIPATION
078-3.01 Participation in the Plan
Each Eligible Employee will become a Participant on the
first day of the first payroll period which coincides
with or immediately follows the last day of the calendar
quarter during which the later of the following occurs:
(a) The last day of the twelve month period in which he
completes 1,000 Hours of Service. The twelve month
period will be the twelve consecutive month period
beginning on his first day of employment or, if he
fails to complete 1,000 Hours of Service within
such period, the twelve consecutive month period
beginning the first day of the Plan Year following
his first day of employment, or any subsequent Plan
Year.
(b) The date he attains age twenty one; and
(c) The date he becomes an Eligible Employee.
<PAGE>
ARTICLE 078-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
078-8.02 Vesting Requirements
The Vested Portion of the Accounts of any Participant who
was employed by an Associated Company as of December 31,
1988 is always one hundred percent.
The Vested Portion of the Accounts of any Participant
whose employment began on or after January 1, 1989 is as
follows:
(d) The Vested Portion of a Participant's Matched Pre-
tax Deferral Account, Nonelective Contributions
Account and Unmatched Pre-tax Deferral Account is
always one hundred percent.
(e) The Vested Portion of a Participants' Matching
Contributions Account and Profit Sharing
Contributions Account is based on his years of
Service as of the date his employment terminates,
as follows:
Years of Service Vested Portion
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the preceding sentence, when a
Participant reaches age sixty five while employed
by the Employer, his Vested Portion of his Matching
Contributions Account and Profit Sharing
Contributions Account shall be one hundred percent.
<PAGE>
APPENDIX 078-A
DEFINITIONS
078-A.1 Accounts
"Accounts" means a Participant's Matched Pre-tax Deferral
Account, Matching Contributions Account, Nonelective
Contributions Account, Profit Sharing Contributions
Account, and Unmatched Pre-tax Deferral Account. These
Accounts are described in Section 078-2.01. In addition,
an Eligible Employee may have a Rollover Account, which
is described in Section 1.11.
078-A.7 Compensation
"Compensation" means the Participant's base salary
(including elective contributions that are made by the
Employer on behalf of the Participant that are not
includable in gross income under Sections 125 and
402(e)(3) of the Code), bonuses, overtime, commissions,
performance incentives, shift differentials, supplemental
pay, severance pay, and other pay received by a
Participant from the Employer.
078-A.10 Eligible Employee
"Eligible Employee" means any person, including an
officer, who is a salaried employee of an Employer and
who is paid from the Employer's United States payroll,
but excludes:
(a) any person whose employment is covered by the terms
of a collective bargaining agreement, if retirement
benefits were the subject of good faith bargaining;
(b) any person whose employment relationship is limited
to that of a consultant to the Employer.
(c) any person who is a leased employee described in
Section 414(n) of the Code; and
(d) any person who is a nonresident alien and who
receives no United States source income.
078-A.11 Employer
"Employer" means the Dole Bakersfield, Inc. and any
Associated Company which adopts the Plan according to
Article XIV.
<PAGE>
OPERATING COMPANY APPENDIX 079
TAXDIP
FOR HOURLY EMPLOYEES
OF
DOLE CITRUS
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE 079-I
CONTRIBUTIONS
079-1.01 Contribution of Participant Deferrals . . . . . .I-1
079-1.03 Matching Contributions. . . . . . . . . . . . . .I-3
079-1.04 Profit Sharing Contributions. . . . . . . . . . .I-3
ARTICLE 079-II
PARTICIPANT'S ACCOUNTS: ALLOCATIONS
079-2.01 Participant Accounts. . . . . . . . . . . . . . II-1
079-2.20 Allocation of Profit Sharing Contributions. . . II-6
079-2.03 Allocation of Pre-tax Deferrals . . . . . . . . II-7
079-2.04 Allocation of Company Matching Contributions. . II-7
079-2.06 Allocation of Nonelective Contributions . . . . II-9
ARTICLE 079-III
ELIGIBILITY AND PARTICIPATION
079-3.01 Participation in the Plan . . . . . . . . . . .III-1
ARTICLE 079-VI
WITHDRAWALS WHILE EMPLOYED
079-6.03 Withdrawals From Transfer Employee Account. . . VI-1
ARTICLE 079-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
079-8.02 Vesting Requirements. . . . . . . . . . . . . VIII-1
APPENDIX 079-A
DEFINITIONS
079-A.1 Accounts. . . . . . . . . . . . . . . . Appendix A-1
079-A.9 Compensation. . . . . . . . . . . . . . Appendix A-1
079-A.12 Eligible Employee . . . . . . . . . . . Appendix A-1
079-A.13 Employer. . . . . . . . . . . . . . . . Appendix A-2
<PAGE>
INTRODUCTION
Dole Food Company, Inc. previously established the Castle & Cooke,
Inc. Tax Deferred Investment Plan, the "Castle & Cooke Plan",
effective June 17, 1984 for the benefit of certain of its
employees.
Effective January 1, 1987, the Castle & Cooke Plan was amended and
restated in its entirety.
Effective December 31, 1988, the Castle & Cooke Plan was frozen and
all contributions under the Castle & Cooke Plan were suspended
effective January 1, 1989. Effective January 1, 1989, the Castle
& Cooke Plan was divided into seven separate plans, each surviving
plan covering a separate line of business within Dole Food Company,
Inc. The assets and liabilities as of December 31, 1988 applicable
to the participants of each successor plan have been transferred to
such plans.
In connection with the transfer of such assets to this plan, Dole
Food Company, Inc. established the Dole Citrus Tax Deferred
Investment Plan. Participant Pre-tax Deferrals and related Company
Matching Contributions were reactivated effective July 1, 1989.
Effective January 1, 1992, the Dole Citrus Tax Deferred Investment
Plan For Hourly Employees (the "Citrus Hourly TAXDIP") was
established by Dole Food Company, Inc. for the benefit of the
hourly employees of Dole Citrus. Effective January 1, 1992, the
assets and liabilities of the Dole Citrus Tax Deferred Investment
Plan allocable to hourly employees were transferred to the Citrus
Hourly TAXDIP.
Effective January 1, 1993, this Plan was merged with Plan 060.
This Operating Company Appendix sets forth certain provisions of
this Plan applicable to the employees who formerly were
participants in the Citrus Hourly TAXDIP (which later became known
as the Tax Deferred Investment Plan for Hourly Employees of Dole
Citrus), and such other employees who become eligible pursuant to
this Appendix.
The section numbers of this Appendix correspond to the Section
numbers of the main Plan document. For example, Section 079-1.01
corresponds to Section 1.01 of the main Plan document.
Capitalized terms which are not defined in the main Plan document
are defined in this Appendix.
<PAGE>
ARTICLE 079-I
CONTRIBUTIONS
079-1.01 Contribution of Participant Deferrals
(a) Pre-tax Deferrals
Upon enrollment or reenrollment in the Plan, each
Participant eligible to make Pre-tax Deferrals
according to Section 3.01 may elect to make Matched
Pre-tax Deferrals of one percent to three percent of
his Compensation.
A Participant's Pre-tax Deferral percentage rate must
be a fixed whole percentage.
The amount of Compensation otherwise payable to the
Participant for each payroll period while an election
under this Section is in effect will be reduced by the
amount of the Participant's Pre-tax Deferrals. The
Company will make contributions to the Plan equal to
the amount deferred. The contributions will be
allocated to the Participant's Matched Pre-tax
Deferral Account and Unmatched Pre-tax Deferral
Account, whichever is applicable, as of the last day
of the payroll period in which such amounts are
deferred.
(b) Change in Percentage or Suspension of Pre-tax
Deferrals
A Participant's Pre-tax Deferral percentage rate will
remain in effect, notwithstanding any change in his
Compensation, until he elects to change such
percentage.
Effective as of the first day of the first payroll
period which coincides with or next follows any
January 1, April l, July 1, or October 1, a
Participant may elect to change his Pre-tax Deferral
percentage rate. To make the change, he must file an
election with the Plan Administrator before the
effective date of the change, according to rules
established by the Plan Administrator.
A Participant may suspend all his Pre-tax Deferrals at
any time during a Plan Year, provided he files an
election form with the Plan Administrator according to
rules established by the Plan Administrator. A
Participant who has elected to suspend all his
deferrals may resume his Pre-tax Deferrals effective
as of the first day of the first payroll period which
coincides with or next follows any subsequent January
l, April 1, July 1, or October 1. To resume Pre-tax
Deferrals, he must file an election with the Plan
Administrator before the effective date of the
resumption, according to rules established by the Plan
Administrator.
079-1.03 Matching Contributions
The Company will make a Matching Contribution for each
calendar quarter, out of current or accumulated net profits,
in an amount which, when added to forfeitures available in
such calendar quarter, equals the sum of the amounts to be
allocated to Participants' Matching Contributions Accounts
for such calendar quarter.
Notwithstanding the preceding paragraph, if the Company does
not have sufficient current or accumulated net profits in
any year to make the applicable Matching Contribution, the
Board in its sole discretion may determine that the Company
will make the Matching Contribution, notwithstanding the
lack of current or accumulated profits.
The term current or accumulated net profits means the net
income of the Company determined in accordance with
generally accepted accounting principles and methods
consistently applied.
079-1.04 Profit Sharing Contributions
The amount of Profit Sharing Contribution made by the
Company, if any, for each Plan Year will be determined by
the Board in its sole discretion.
<PAGE>
ARTICLE 079-II
PARTICIPANT'S ACCOUNTS: ALLOCATIONS
079-2.01 Participant Accounts
The Plan Administrator will maintain the following Accounts
for each Participant:
(a) A Matched Pre-tax Deferral Account which is:
(1) credited with the Participant's Matched Pre-tax
Deferrals;
(2) credited with the value of the matched portion
of his Elective Deferral Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with withdrawals and distributions.
The Vested Portion of a Participant's Matched Pre-tax
Deferral Account is always one hundred percent.
(b) A Matching Contributions Account which is:
(1) credited with the Participant's share of
Matching Contributions and related forfeitures;
(2) credited with the value of his Participating
Employer Contribution Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Matching
Contributions Account is determined according to
Section 079-8.02.
(c) A Nonelective Contributions Account which is:
(1) credited with the Participant's share of
Nonelective Contributions;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Nonelective
Contributions Account is always one hundred percent.
(d) A Profit Sharing Contributions Account which is:
(1) credited with the Participant's share of Profit
Sharing Contributions;
(2) credited with the value of his Supplemental
Employer Contributions Account, if any, as of
December 31, 1988;
(3) adjusted for investment results and expenses;
and
(4) charged with distributions.
A Participant's Vested Portion of his Profit Sharing
Contributions Account is always one hundred percent.
(e) A Rollover Employer Account which is:
(1) credited with the value as of October 1, 1989
of the Participant's rollover contributions
made to the Blue Goose Growers, Inc. Profit
Sharing Plan;
(2) adjusted for investment results and expenses;
and
(3) charged with withdrawals and distributions.
The Vested Portion of a Participant's Rollover
Employer Account is always one hundred percent.
(f) A Transfer Employee Account which is:
(1) credited with the value as of October 1, 1989
of employee voluntary contribution accounts
under the Blue Goose Growers, Inc. Profit
Sharing Plan;
(2) adjusted for investment results and expenses;
and
(3) charged with withdrawals and distributions.
A Participant's Vested Portion of his Transfer
Employee Account is always one hundred percent.
(g) A Transfer Employer Account which is:
(1) credited with the value as of October 1, 1989
of employer profit sharing contribution
accounts under the Blue Goose Growers, Inc.
Profit Sharing Plan;
(2) adjusted for investment results and expenses;
and
(3) charged with distributions.
A Participant's Vested Portion of his Transfer
Employer Account is always one hundred percent.
(h) An Unmatched Pre-tax Deferral Account which is:
(1) credited with the Participant's Unmatched
Pre-tax Deferrals;
(2) adjusted for investment results and expenses;
and
(3) charged with withdrawals and distributions.
The Vested Portion of a Participant's Unmatched Pre-
tax Deferral Account is always one hundred percent.
079-2.02 Allocation of Profit Sharing Contributions
Profit Sharing Contributions, if any, will be allocated as
of the end of each Plan Year to the Profit Sharing
Contributions Account of each Participant who is an employee
of the Company or an Associated Company on the last day of
the Plan Year, provided such Participant has completed 1,000
Hours of Service during the Plan Year.
The portion of the Profit Sharing Contribution to be
allocated to each such Participant will bear the same ratio
to the total amount to be allocated as the Participant's
Compensation for the Plan Year bears to the total
Compensation for the Plan Year of all such Participants.
The foregoing allocation is based on Compensation paid to
each individual while a Participant.
In the event a Participant transfers to an Associated
Company which does not participate in this Plan or to an
employment status such that he is no longer an Eligible
Employee during a Plan Year, a Profit Sharing Contribution
will be allocated to his Profit Sharing Contributions
Account, based on the ratio that the Participant's
Compensation received for the Plan Year while a Participant
in this Plan bears to the total Compensation for the Plan
Year of all such Participants, provided that the Participant
is an employee of the Company or an Associated Company on
the last day of such Plan Year and provided that the
Participant has completed 1,000 Hours of Service during the
Plan Year.
079-2.03 Allocation of Pre-tax Deferrals
Company contributions which result from a Participant's
Pre-tax Deferrals will be allocated to the Participant's
Matched Pre-tax Deferral Account and Unmatched Pre-tax
Deferral Account, whichever is appropriate. An allocation
will occur as of the last day of each payroll period during
which the Participant has Pre-tax Deferrals withheld from
his Compensation. The amount of the allocation will equal
the amount of the Participant's Matched Pre-tax Deferrals
and Unmatched Pre-tax Deferrals withheld during such payroll
period.
079-2.04 Allocation of Company Matching Contributions
Company Matching Contributions for a calendar quarter and
forfeitures arising from Participants' Matching
Contributions Account balances which are available for
reallocation in such quarter, if any, will be allocated to
each Participant's Matching Contributions Account as of each
Valuation Date, in an amount equal to one hundred percent of
the Participant's Matched Pre-tax Deferrals contributed to
the Plan for the calendar quarter ending on such Valuation
Date, provided that the maximum Company Matching
Contribution allocated to the Participant's Matching
Contributions Account for the Plan Year shall not exceed one
hundred percent of the Participant's total Matched and
Unmatched Pre-tax Deferrals for such Plan Year which do not
exceed three percent of his Compensation for the Plan Year.
As of the Valuation Date that coincides with the last day of
each Plan Year, an additional Company Matching Contribution
will be allocated to the Matching Contributions Account of
each Participant who is an employee of the Company or an
Associated Company on such date. The amount to be allocated
is the amount which, when added to all the Company Matching
Contributions allocated to such Participant's Matching
Contributions Account as of each Valuation Date which occurs
in the Plan Year, equals one hundred percent of the
Participant's total Matched and Unmatched Pre-tax Deferrals
for such Plan Year which do not exceed three percent of his
Compensation for the Plan Year. The Plan Administrator may
implement such procedures as it deems appropriate to
increase the probability that Participants may receive the
maximum amount of Company Matching Contributions available
to them under the terms of the Plan. The Plan Administrator
shall not be liable or responsible if any Participant fails
to receive the maximum Company Matching Contributions which
may have been available had the Participant made different
elections.
079-2.06 Allocation of Nonelective Contributions
Nonelective Contributions shall be allocated to the
Nonelective Contributions Account of each Participant in the
ratio that the Compensation of each such Participant for the
Plan Year bears to the total Compensation of all such
Participants for the Plan Year, or in equal dollar amounts
at the Board's discretion. Notwithstanding the foregoing
sentence, the Company in its sole discretion, may limit
allocation of the Nonelective Contributions to certain
Participants who are Nonhighly Compensated Employees.
Except for hardship withdrawal rules under Section 6.01,
Nonelective Contributions shall be treated as Pre-tax
Deferrals for all purposes under the Plan if the
requirements of Treasury Regulation 1.401(k)-1(b)(5) are
satisfied.
<PAGE>
ARTICLE 079-III
ELIGIBILITY AND PARTICIPATION
079-3.01 Participation in the Plan
Each Eligible Employee will become a Participant on the
first day of the first payroll period which coincides with
or immediately follows the last day of the calendar quarter
during which the later of the following occurs:
(a) The last day of the twelve month period in which he
completes 1,000 Hours of Service. The twelve month
period will be the twelve consecutive month period
beginning on his first day of employment or, if he
fails to complete 1,000 Hours of Service within such
period, the twelve consecutive month period beginning
the first day of the Plan Year following his first day
of employment, or any subsequent Plan Year.
(b) The date he attains age twenty one; and
(c) The date he becomes an Eligible Employee.
<PAGE>
ARTICLE 079-VI
WITHDRAWALS WHILE EMPLOYED
079-6.03 Withdrawals From Transfer Employee Account
A Participant may withdraw all or a portion of his Transfer
Employee Account, provided he delivers a completed election
form to the Plan Administrator according to the rules
established by the Plan Administrator. In the event a
Participant elects to withdraw less than the total value of
his Transfer Employee Account, withdrawals will be made in
the following order:
(a) First, the employee contributions as of December 31,
1986, less any prior withdrawals, but not more than
the total value of the Transfer Employee Account as of
the Valuation Date preceding the date on which such
withdrawal occurs;
(b) Second, the remaining value of the Transfer Employee
Account as of the Valuation Date preceding the date on
which such withdrawal occurs.
<PAGE>
ARTICLE 079-VIII
TERMINATION BENEFITS AND VESTING REQUIREMENTS
079-8.02 Vesting Requirements
The Vested Portion of the Accounts of any Participant who is
compensated on a salaried basis and who was employed by an
Associated Company as of December 31, 1988 is always one
hundred percent.
The Vested Portion of the Accounts of any Participant who is
compensated on a salaried basis and whose employment began
on or after January 1, 1989 and any Participant who is
compensated on an hourly basis is as follows:
(a) The Vested Portion of a Participant's Matched Pre-tax
Deferral Account, Nonelective Contributions Account,
Profit Sharing Contributions Account, Rollover
Employer Account, Transfer Employee Account, Transfer
Employer Account, Unmatched Pre-tax Deferral Account
and Rollover Account is always one hundred percent.
(b) The Vested Portion of a Participant's Matching
Contributions Account is based on his Years of Service
as of the date his employment terminates, as follows:
Years of Service Vested Portion
Less than 3 0%
3 but less than 4 20%
4 but less than 5 40%
5 but less than 6 60%
6 but less than 7 80%
7 or more 100%
Notwithstanding the preceding, effective April 1,
1993, the Vested Portion of a Participant's Matching
Contributions Account is based on his Years of Service
as of the date his employment terminates, as follows:
Years of Service Vested Portion
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the preceding, if a Participant
reaches age sixty five while employed by the Employer,
his Vested Portion of his Matching Contributions
Account shall be one hundred percent.
<PAGE>
APPENDIX 079-A
DEFINITIONS
079-A.1 Accounts
"Accounts" means a Participant's Matched Pre-tax Deferral
Account, Matching Contributions Account, Nonelective
Contributions Account, Profit Sharing Contributions Account,
Rollover Employer Account, Transfer Employee Account,
Transfer Employer Account and Unmatched Pre-tax Deferral
Account. These Accounts are described in Section 079-2.01.
In addition, an Eligible Employee may have a Rollover
Account, which is described in Section 1.11.
079-A.9 Compensation
"Compensation" means the Participant's base salary
(including elective contributions that are made by the
Employer on behalf of the Participant that are not
includable in gross income under Sections 125 and 402(e)(3)
of the Code), bonuses, overtime, commissions, performance
incentives, shift differentials, supplemental pay, severance
pay, and other pay received by a Participant from the
Employer.
079-A.12 Eligible Employee
"Eligible Employee" means any person who is an hourly
employee of an Employer and who is paid from the Employer's
United States payroll, but excludes:
(a) any person whose employment is covered by the terms of
a collective bargaining agreement, if retirement
benefits were the subject of good faith bargaining;
(b) any person whose employment relationship is limited to
that of a consultant to the Employer as determined by
the Plan Administrator;
(c) any person who is a leased employee described in
Section 414(n) of the Code; and
(d) any person who is a non-resident alien and who is not
taxed as if he were a United States citizen.
079-A.13 Employer
"Employer" means Dole Citrus.
MASTER DEFINED CONTRIBUTION TRUST AGREEMENT
by and between
DOLE FOOD COMPANY, INC.
MELLON BANK, N.A.
<PAGE>
MASTER DEFINED CONTRIBUTION TRUST AGREEMENT
THIS MASTER TRUST AGREEMENT made and entered into on
this 11 day of March, 1993, effective as of January 1,
1993, by and between DOLE FOOD COMPANY, INC. (hereinafter referred
to as the "Corporation") and MELLON BANK, N.A. (hereinafter referred
to as the "Master Trustee").
WITNESSETH:
WHEREAS, the Corporation desires to establish a master
trust which will serve as a funding medium to eligible employee
benefit plans at the Corporation and its subsidiaries and
affiliates; and
WHEREAS, the Master Trustee is willing to act as
trustee of such trust upon all of the terms and conditions
hereinafter set forth; and
WHEREAS, the Corporation and the Master Trustee wish to
amend those trust agreements referred to in Exhibit A hereto (the
"Prior Agreements") so that this Agreement shall be deemed to
supersede all such Prior Agreements and so that all the separate
trusts established by the Prior Agreements shall be deemed
consolidated into the master trust established hereby;
NOW, THEREFORE, the Corporation and the Master Trustee
declare and agree that the Master Trustee will receive, hold and
administer all sums of money and such other property acceptable
to Master Trustee as shall from time to time be contributed, paid
or delivered to it hereunder, IN TRUST, upon all of the following
terms and conditions.
SECTION 1
General
1.1 Definitions. Where used in this Agreement, unless
the context otherwise requires or unless otherwise expressly
provided:
(a) "Account Party" shall mean an officer of the
Corporation designated to represent the Corporation for this
purpose, the Named Fiduciary and any Person to whom the
Master Trustee shall be instructed by the Named Fiduciary to
deliver its annual account under Section 12.2.
(b) "Accounting Period" shall mean either the
twelve consecutive month period coincident with the calendar
year or, if different, the fiscal year of the Participating
Plans or the shorter period in any year in which the Master
Trustee accepts appointment as Master Trustee hereunder or
ceases to act as Master Trustee for any reason.
(c) "Administrator" shall mean the person or
persons, board, committee or other entity designated by the
terms of the Plans to administer the Plans (or, in the
absence of such designation, the Corporation).
(d) "Agreement" shall mean all of the provisions
of this instrument and of all other instruments amendatory
hereof.
(e) "Asset Manager" shall mean the Master
Trustee, Named Fiduciary or Investment Manager, individually
or collectively as the context shall require, with respect
to those assets held in an Investment Account over which it
exercises, or to the extent it is authorized to exercise,
discretionary investment authority or control.
(f) "Bank business day" shall mean a day on which
the Master Trustee is open for business.
(g) "Board of Directors" shall mean the Board of
Directors of the Corporation.
(h) "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time, and Regulations
issued thereunder.
(i) "Directed Fund" shall mean any Investment
Account, or part thereof, subject to the discretionary
management and control of the Named Fiduciary or any
Investment Manager.
(j) "Discretionary Fund" shall mean any
Investment Account, or part thereof, subject to the
discretionary management and control of the Master Trustee.
(k) "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended from time to time,
and Regulations issued thereunder.
(l) "Fund" shall mean all cash and property
contributed, paid or delivered to the Master Trustee
hereunder, all investments made therewith and proceeds
thereof and all earnings and profits thereon, less payments,
transfers or other distributions which, at the time of
reference, shall have been made by the Master Trustee, as
authorized herein. The Fund shall include all evidences of
ownership, interest or participation in an Investment
Vehicle, but shall not, solely by reason of the Fund's
investment therein, be deemed to include any assets of such
Investment Vehicle.
(m) "Insurance Contract" shall mean any contract
or policy of any kind issued by an insurance company,
whether or not providing for the allocation of amounts
received by the insurance company thereunder solely to the
general account or solely to one or more separate accounts
(including separate accounts maintained for the collective
investment of qualified retirement plans), or a combination
thereof, and whether or not any such allocation may be made
in the discretion of the insurance company or the Named
Fiduciary.
(n) "Investment Account" shall mean each pool of
assets in the Master Trust in which one or more Plans has an
interest during an Accounting period.
(o) "Investment Manager" shall mean a bank,
insurance company or investment adviser satisfying the
requirements of Section 3(38) of ERISA which has provided
the Master Trustee with written acknowledgment of compliance
with ERISA.
(p) "Investment Vehicle" shall mean any common,
collective or commingled trust, investment company,
corporation functioning as an investment intermediary,
insurance contract, partnership, joint venture or other
entity or arrangement to which, or pursuant to which, assets
of the Master Trust may be transferred or in which the
Master Trust has an interest, beneficial or otherwise
(whether or not the underlying assets thereof are deemed to
constitute "plan assets" for any purpose under ERISA).
(q) "Master Trust" shall mean the trust created
hereby.
(r) "Named Fiduciary" shall mean the fiduciary
with respect to the Plans within the meaning of Section
402(a)(2), 402(c)(3) or 403(a)(1) of ERISA who has the
authority to perform the separate functions allocated to the
"Named Fiduciary" under this Agreement.
(s) "Plan" shall mean any employee benefit plan
which meets the requirements for eligibility specified in
Section 1.3 and as of the date of this Agreement includes
those plans listed on Exhibit B.
(t) "Person" shall mean a natural person, trust,
estate, corporation of any kind or purpose, mutual company,
joint-stock company, unincorporated organization,
association, partnership, joint venture, employee
organization, committee, board, participant, beneficiary,
trustee, partner, or venturer acting in an individual,
Fiduciary or representative capacity, as the context may
require.
(u) "Qualifying Employer Security" shall mean the
employer securities as defined in Section 407(d) of ERISA.
(v) "Valuation Date" shall mean the last day of
the Accounting Period, calendar quarter or any more frequent
reporting date agreed to by the Master Trustee.
The plural of any term shall have a meaning corresponding to the
singular thereof as so defined and any neuter pronoun used herein
shall include the masculine or feminine, as the context shall
require.
1.2 Compliance With Law. The Trust hereinafter
established is intended to comply with ERISA and to be tax exempt
under Section 501(a) of the Code.
1.3 Eligibility. Any employee benefit plan
established by the Corporation, or a subsidiary or an affiliate
of the Corporation, may be funded, in whole or in part, through
the Master Trust if (i) the plan is qualified under Section
401(a) of the Code, (ii) the Master Trust is exempt from taxation
under Section 501(a) of the Code, and (iii) this Agreement has
been duly adopted by the Board of Directors or by the board of
directors of a subsidiary or affiliate of the Corporation and, in
the case of such subsidiary or affiliate, the Board of Directors
has consented thereto.
SECTION 2
Establishment of Trust
2.1 Establishment of Trust. The Corporation hereby
establishes with the Master Trustee the Master Trust consisting
of such sums of money and such property acceptable to the Master
Trustee as shall from time to time be paid or delivered to the
Master Trustee.
2.2 Contributions to the Trust. The Master Trustee
shall have no duty to determine or collect contributions under
any Plan and shall be solely accountable for monies or properties
actually received by it. The Corporation shall have the sole
duty and responsibility for the determination of the accuracy or
sufficiency of the contributions to be made under any of their
Plans, the transmittal of the contributions to the Master Trustee
and compliance with any statute, regulation or rule applicable to
contributions.
2.3 Prior Administration. The Master Trustee shall
not have any duty to inquire into the administration of the Plans
or actions taken under any of the Plans by any prior trustee.
2.4 Fund to be Held in Trust. The Fund shall be held
by the Master Trustee in trust and dealt with in accordance with
the provisions of this Agreement and the Act.
2.5 Fund to be Held for Benefit of Plan Participants.
Except as may be provided by law for the purpose of returning
any of the Corporation's contributions or in case any Plan of
which this Trust forms a part provides for the return of the
Corporation's contributions in the event such Plan fails to
initially qualify under the applicable provisions of the Code,
at no time prior to the satisfaction of all liabilities for
benefits under any Plan shall any part of the Fund be used for
or diverted to purposes other than for the exclusive benefit of
participants, retired participants, or their beneficiaries under
the Plans and for the payment of the reasonable expenses of the
Plans.
2.6 Commingling. The Master Trustee may commingle the
assets attributable to the Plans for which contributions are made
under this Agreement if this Agreement is applicable to more than
one Plan and may commingle the Fund with funds of other trusts of
similar nature created by the Corporation for the exclusive
benefit of their employees. Where commingling is effected with
other trusts maintained by the Corporation, the combined trust,
to the extent that assets are attributable to contributions made
under this Agreement, shall be the Fund referred to herein. The
Master Trustee shall maintain such records as are necessary in
order to maintain a separation of the Fund from the funds of the
other trusts maintained by the Corporation and to separate the
assets attributable to each of the Plans for which contributions
are made under this Agreement. The Corporation shall be
responsible for causing sufficient records to be maintained to
insure that benefits and liabilities payable with respect to each
Plan shall be paid from the assets allocable to each such Plan.
Should separation be required, either of the Fund from other
trusts maintained by the Corporation or of any Plan for which
contributions are made under this Agreement from the Fund, the
Master Trustee shall make such separation in accordance with
generally accepted accounting principles and, where applicable,
upon the certification of an actuary.
SECTION 3
Administration of the Plan
3.1 Administrator. Each of the Plans shall be
administered by its Administrator and each Administrator shall
have the sole fiduciary duty as to such plan administration and
the Master Trustee shall not be responsible in any respect for
such administration.
3.2 Notice of Identity. The Corporation will furnish
the Master Trustee from time to time with certified copies of
resolutions of its Board of Directors (or the duly authorized
committee thereof) evidencing the appointment, identity and
termination of office of any persons acting as or constituting
the members of any entity acting as Administrator with respect to
any right, power or duty specified in its Agreement. The
Corporation will notify the Trustee from time to time in writing
as to the rights, powers and duties of each such person or entity
and, in the absence of any of the above notices, the Master
Trustee shall rely solely upon the Corporation.
3.3 Master Trustee's Right to Act. The Master Trustee
shall be entitled to deal with any person or entity identified in
writing by the Corporation as an Administrator until notified
otherwise by the Corporation, in writing.
3.4 Indemnity. The Corporation shall fully indemnify
and save harmless the Master Trustee from liability and expense
incident to any act or failure to act by reason of the Master
Trustee's reliance upon or compliance with instructions issued by
a person authorized pursuant to this Section 3, which are on
their face proper under this Agreement and applicable law.
SECTION 4
Disbursement from the Fund
4.1 Disbursements by Master Trustee. The Master
Trustee shall make such payments out of the Fund as the
Administrator may from time to time in writing direct. In the
discretion of the Administrator, such payments may be made
directly to the person specified by the Administrator or
deposited in a checking account maintained by the Administrator
for the purpose of making payments to the person, or persons
entitled to such payments under the Plans, or to an account
maintained by some other entity which the Administrator may
designate to make payments.
4.2 Direction to the Master Trustee. Any direction
given to the Master Trustee in accordance with this Section need
not specify the specific application of the payment to be made,
but shall specify that the payment is for the purposes of the
Plans or the payment of Plans' expenses.
SECTION 5
Allocation of Investment Responsibilities
5.1 The Named Fiduciary.
(a) The Plans of which this Trust form a part has
designated or shall designate a person or entity which has
been allocated the power to manage and control the assets of
all Plans to the extent of its authority set forth herein
(hereinafter referred to as the "Named Fiduciary"). The
Corporation will appoint the Named Fiduciary and will
furnish the Master Trustee from time to time with certified
copies of resolutions of its Board of Directors (or the duly
authorized committee thereof) evidencing the appointment,
identity and termination of office of any persons acting as
or constituting the members of the Named Fiduciary. In
addition to its other powers set forth herein, the Named
Fiduciary shall have the power and responsibility to appoint
and remove one or more investment managers to manage such
portions of the Fund as the Named Fiduciary shall designate
to the Master Trustee (such investment managers are
hereinafter referred to singularly as an "Investment
Manager" and collectively as the "Investment Managers").
Each such Investment Manager shall be: (1) registered as an
investment adviser under the Investment Advisers Act of
1940; (2) a "bank", as defined in such act; or (3) an
"insurance company" qualified to perform investment services
under the laws of more than one State and shall accept its
appointment and acknowledge in writing to the Master Trustee
and Named Fiduciary that it is a fiduciary with respect to
the Plans' assets under its management.
(b) In addition to its other powers and
responsibilities set forth herein, the Named Fiduciary shall
have the power:
(i) to manage and control the assets of the
Plans;
(ii) to deliver written investment policies,
objectives and guidelines to the Master Trustee and to
Investment Managers with respect to such Plans from
time to time; and
(iii)to designate a person to inspect and
audit the accounts, books and records of the Master
Trustee relating to all investments, receipts,
disbursements and other transactions under the Master
Trust Agreement.
5.2 Investment by the Named Fiduciary.
(a) To the extent that the Named Fiduciary
exercises the power to manage and control Plans' assets held
as part of the Fund, the Master Trustee, as to those assets,
shall be released and relieved of all investment duties,
responsibilities and liabilities normally or statutorily
incident to a trustee and thereafter shall act in the
capacity of custodian of such assets. The Master Trustee
shall separate into a separate account those assets as to
which the Named Fiduciary has discretion and control. The
Master Trustee shall take no action with respect to the
duties or powers to be exercised by the Named Fiduciary
under Section 6 or Section 7 without receipt of written
directions from the Named Fiduciary. Unless specifically
prohibited in writing, the Master Trustee, as custodian, may
hold the assets of such separate account in the name of a
nominee or nominees.
(b) Should the Named Fiduciary at any time elect
to place security transactions directly with a broker or
dealer, the Master Trustee shall not recognize such
transaction unless and until it has received instructions or
confirmation of such fact from the Named Fiduciary. Should
the Named Fiduciary direct the Master Trustee to utilize the
services of any person with regard to the assets under its
management or control, such instructions shall be in writing
and shall specifically set forth the actions to be taken by
the Master Trustee as to such services.
5.3 Investment Managers.
(a) It is contemplated that the Named Fiduciary
will from time to time appoint one or more Investment
Managers to manage specified portions of the Fund. Upon the
appointment of each Investment Manager, the Named Fiduciary
shall so notify the Master Trustee and instruct the Master
Trustee in writing to separate into a separate account those
assets as to which each Investment Manager has discretion
and control. The Investment Manager shall designate in
writing the person or persons who are to represent any such
Investment Manager in dealings with the Master Trustee.
Upon the separation of the assets in accordance with the
instructions of the Named Fiduciary, the Master Trustee
shall thereupon be relieved and released of all investment
duties, responsibilities and liabilities normally and
statutorily incident to a trustee as to such directed funds,
and, as to such directed funds, the Master Trustee shall act
as custodian. Except as otherwise provided by the Named
Fiduciary in writing from time to time, the Master Trustee
shall take no action with respect to the duties or powers
allocated to an Investment Manager in Section 6 or Section 7
without receipt of written directions of the Investment
Manager. Unless specifically prohibited in writing, the
Master Trustee, as custodian, may hold the assets of such
directed funds in the name of a nominee or nominees.
(b) Should an Investment Manager at any time
elect to place security transactions directly with a broker
or dealer, the Master Trustee shall not recognize such
transaction unless and until it has received instructions or
confirmation of such fact from the Investment Manager.
Should the Investment Manager direct the Master Trustee to
utilize the services of any person with regard to the assets
under its management or control, such instructions shall be
in writing and shall specifically set forth the actions to
be taken by the Master Trustee as to such services.
(c) In the event that an Investment Manager
places security transactions directly or directs the
utilization of a service, the Investment Manager shall be
solely responsible for the acts of such persons. The sole
duty of the Master Trustee as to such transactions shall be
incident to its duties as custodian.
5.4 Transfer of Assets to Investment Managers.
(a) Upon receipt of written directions by the
Named Fiduciary, the Master Trustee shall (i) transfer and
deliver such part of the assets of the Fund as may be
specified in such writing to any Investment Manager so
appointed, and (ii) accept the transfer back to it of any
such assets at any time held by an Investment Manager,
provided that the Named Fiduciary may only direct such
transfers as are in conformity with the provisions of the
Plans, this Agreement, and ERISA, and Sections 401(a) and
501(a) of the Code. Any such written direction shall
constitute a certification to the Master Trustee by the
Named Fiduciary that the transfer so directed is one which
the Named Fiduciary is authorized to direct and is in
conformity with the aforesaid provisions.
(b) If any assets are so transferred to the
custody of an Investment Manager, such Investment Manager
shall undertake and be responsible for all the custodial
duties therefor, and such assets shall remain for all
purposes a part of the Fund and the Trust, and as such,
subject to all the terms and provisions of this Agreement.
Any Investment Manager receiving such assets may invest any
part or all of such assets in units of any collective,
common or pooled trust fund operated or maintained by a bank
or trust company, including the Investment Manager or any
affiliate of the Investment Manager, exclusively for the
commingling and collective investment of monies or other
assets held under or as part of a plan which is established
in conformity with and qualifies under Section 401(a) of the
Code. Notwithstanding the provisions of this Agreement
which place restrictions upon the actions of the Master
Trustee, or the Investment Manager, to the extent monies or
other assets are utilized to acquire units of any collective
trust, the terms of the collective trust indenture shall
solely govern the investment duties, responsibilities and
powers of the trustee of such collective trust, and to the
extent required by law, such terms, responsibilities and
powers shall be incorporated herein by reference and shall
be part of this Agreement. For the purposes of valuation of
any interest under the Plans of which this trust forms a
part, the value of the interest maintained by the Fund in
such collective trust shall be the fair market value of the
collective fund units held determined in accordance with
generally recognized valuation procedures.
(c) The Master Trustee shall have no duty or
responsibility as to the safekeeping of such assets or as to
the investment and reinvestment of the same, except that the
Master Trustee shall require such statements and reports
from such Investment Manager as may be necessary to enable
the Master Trustee and the Administrative Committees to
carry out their recordkeeping and reporting duties under
this Agreement. The Master Trustee shall enter into and
execute such agreements, receipts and releases as shall be
required to carry out the directions of the Named Fiduciary
with respect to the transfer of any assets of the Fund to or
from an Investment Manager in accordance with this
Section 5.4.
5.5 The Master Trustee. To the extent that assets of
the Fund have not been allocated under Section 5.3 or 5.4 to the
investment control of an Investment Manager, and subject to
investment policies, objectives and guidelines communicated to
the Master Trustee by the Named Fiduciary as contemplated by this
Section 5, the Master Trustee shall from time to time invest and
reinvest the Discretionary Fund and keep it invested in
accordance with such policies, objectives and guidelines.
SECTION 6
Participant Accounts
6.1 Establishment of Accounts. The Administrator
shall direct the Master Trustee to establish on its books and
records accounts sufficient to accommodate investment options,
other than investments in Qualifying Employer Securities,
available to the employees. The Administrator shall establish an
investment purpose for each account, either by separate written
designation or through an agreement between the Administrator and
the Master Trustee that shall incorporate therein the investment
purposes and, if applicable, the investment restrictions which
the Plan provides as to investment options. The accounts so
established shall, until changed by the Administrator operate in
the manner and form established. To the extent that Section
404(c) of ERISA does not apply to the investment directions given
by the participants and beneficiaries of a Plan, they shall,
solely for purposes of such investment directions, be considered
named fiduciaries, and the Master Trustee shall be subject to
their proper directions which are made in accordance with such
Plan and which are not contrary to ERISA. The Administrator
shall have the sole responsibility to instruct the Master Trustee
in writing of any and all such directions of the participants and
beneficiaries of a Plan.
6.2 Qualifying Employer Securities. As provided in a
Plan, all amounts received by the Master Trustee which are
directed by the Administrator to be placed in an account which
has as its investment purpose investment in Qualifying Employer
Securities or any amount received by the Master Trustee as a
result of holding such Qualifying Employer Securities shall be
invested and reinvested in Qualifying Employer Securities. The
investment purpose of the account so established shall be to
invest one hundred (100%) in such Qualifying Employer Securities.
However, the Master Trustee may, but shall not be required to,
place amounts received by it for the purpose of investment in
temporary investments, if in the opinion of the Master Trustee
market conditions are such that investment in Qualifying Employer
Securities would be disruptive or could not be accomplished. In
the operation of this account, the Master Trustee shall have no
investment discretion, except as hereinafter provided, and no
duty or responsibility to determine the investment quality or
prudence of such investment. The Corporation, its Board of
Directors, or the Named Fiduciary shall (except as provided by
Section 404(c) of ERISA) have the duty and responsibility to
determine whether or not the investment in the Qualifying
Employer Securities is prudent. The Master Trustee shall acquire
or dispose of all Qualifying Employer Securities in the open
market or through the method of purchase and sales which is used
by the Master Trustee in the normal course of its security
transactions. The Master Trustee shall be permitted to net all
purchases and sales for an account limited in investment purposes
to Qualifying Employer Securities, provided, however, both sales
and purchases will be at market value and the books and records
of the Master Trustee shall clearly reflect such fact. Should
the Master Trustee for any reason be unable to acquire or dispose
of the Qualifying Employer Securities in the manner provided by
this Section, it shall notify the Named Fiduciary of such fact
and shall thereafter make no purchases or sales of securities
until instructions are received from the Named Fiduciary.
6.3 Allocation of Contributions. The Administrator
shall, upon the making of any contribution to this Trust by the
Corporation, or, if applicable, a Participant, or both, instruct
the Master Trustee in writing of the manner that such
contribution is to be allocated among the accounts previously
established.
6.4 Responsibility of Master Trustee. The Master
Trustee shall not be responsible nor liable to establish or
maintain a record or account in the name of any individual
Participant. The Master Trustee shall not be required to
establish the value of any Participant's individual interest in
the Fund or any account established hereunder. Should the Master
Trustee and the Administrator or the Corporation agree that the
Master Trustee shall maintain individual account records, such
agreement shall be separate and apart from the terms of this
Trust. Such an agreement shall not be construed as implying any
duty upon the Master Trustee hereunder even though the Master
Trustee, in its corporate capacity as record keeper for the
accounts of individual Participants, shall have the right, power
or duty to issue instructions or directions as to the disposition
or distribution of any assets held hereunder.
6.5 Accounts as Separate Trusts. For the purposes of
application of this Agreement of Trust, each account created
hereunder shall be considered a separate trust insofar as the
application of powers granted the Master Trustee.
Notwithstanding the provisions of this Agreement of Trust which
established powers and duties with regard to the Trust as a
whole, the Master Trustee shall exercise such of those powers as
are consistent with the investment purposes of each account.
Where applicable or required, the Master Trustee with the
Corporation's consent may subdivide any account as may be
required to fulfill either its duties hereunder or the
instructions of the Administrator.
SECTION 7
Investment of the Fund
7.1 Standard of Care. The Master Trustee, each Asset
Manager and the Named Fiduciary shall discharge their respective
investment duties as provided under Sections 5 and 6 hereof with
the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent man acting in like capacity and
familiar with such matters would use in the conduct of an
enterprise of a like character with like aims and by diversifying
the investments held hereunder consistent with investment
policies, objectives and guidelines so as to minimize the risk of
large losses, unless it would be clearly not prudent to
diversify.
7.2 Waiver of Investment Restrictions. Such
investment and reinvestment shall not be restricted to securities
or property of the character authorized for investments by
trustees or asset managers under any statute or other laws of any
state, district or territory.
7.3 Grant of Investment Powers. In addition to any
power granted to trustees or asset managers under any statute or
other laws, such laws and statutes if necessary being
incorporated herein by reference, the Master Trustee's, and each
Asset Manager's investment powers may, unless restricted in
writing by the Named Fiduciary, include, but shall not be limited
to, investment in the following:
(a) domestic or foreign common and preferred
stocks and options thereon, as well as warrants, rights and
preferred stocks convertible into common stock, regardless
of where or how traded;
(b) the purchase or sale, writing or issuing, of
puts, calls or other options, covered or uncovered, entering
into financial futures contracts, forward placement
contracts and standby contracts, and in connection
therewith, depositing, holding (or directing the Master
Trustee, in its individual capacity, to deposit or hold) or
pledging assets of the Fund;
(c) corporate bonds and debentures and any such
securities which are convertible into common stock, domestic
or foreign;
(d) bonds or other obligations of the United
States of America or any foreign nation, and any agencies
thereof, or any bonds or other obligations which are
directly or indirectly guaranteed by the United States or
any foreign nation, or any agency thereof;
(e) obligations of the states and of
municipalities or of any agencies thereof;
(f) notes of any nature, of foreign or domestic
issuers;
(g) mortgages and real estate, wherever situate
and whether developed or undeveloped, including sales and
leasebacks, interests or participations in real estate
investment trusts or corporations organized under Section
501(c)(2) or 501(c)(25) of the Code and non-income producing
properties. Notwithstanding any other provision of this
Agreement, including, without limitation, any specific or
general power granted to the Master Trustee, the Master
Trustee shall have no responsibility or discretion with
respect to the ownership, management, administration,
operation or control of any real estate properties,
mortgages, leases or other interests now or hereafter held
in the Fund, including without limitation responsibility for
or in connection with any of the following conditions which
now exist or may hereafter be found to exist in, under,
about or in connection with any real estate held in the Fund
or any interest in any trust, partnership or corporation:
(i) any violation of any applicable environmental or health
or safety law, ordinance, regulation or ruling; or (ii) the
presence, use, generation, storage, release, threatened
release, or containment, treatment or disposal of any
petroleum, including crude oil or any fraction thereof,
hazardous substances, pollutants or contaminants as defined
in the Comprehensive Environmental Response Compensation and
Liability Act, as amended (CERCLA) or hazardous, toxic or
dangerous substances or materials as any of these terms may
be defined under any federal or state law in the broadest
sense from time to time. Notwithstanding anything to the
contrary herein or elsewhere set forth, to the extent
permitted by law, the Master Trustee shall be indemnified by
the Corporation, to the extent not paid by the Fund, from
and against any and all claims, demands, suits, liabilities,
losses, damages, costs and expenses (including reasonable
attorneys' fees and expenses) arising from or in connection
with any matter relating to conditions in subsections (i) or
(ii). This paragraph shall survive the sale or other
disposition of any real estate investment of the Fund and/or
the merger or termination of this Master Trust or
appointment of a successor master trustee.
(h) savings accounts, certificates of deposit and
other types of time deposits, bearing a reasonable rate of
interest based upon the duration, amount, type and
geographical area, with any financial institution or
quasi-financial institution or any department of the same,
either domestic or foreign, under the supervision of the
United States or any State, including any such financial
institution owned, operated or maintained by the Master
Trustee in its corporate or Association capacity (including
any department or division of the same) or a corporation or
association affiliated with the same;
(i) leaseholds of any duration;
(j) mineral and other natural resources,
including, but not limited to, oil, gas, timber and coal,
and any participation therein in any form, including but not
limited to, royalties, ownership, drilling and exploration;
(k) any collective or common trust fund or
composite security owned, operated and maintained by the
Master Trustee, including, but not limited to, demand notes,
short-term notes and cash equivalent funds;
(l) any collective, common or pooled trust fund
operated or maintained exclusively for the commingling and
collective investment of monies or other assets including
any such fund operated or maintained by the Master Trustee.
Notwithstanding the provisions of this Agreement which place
restrictions upon the actions of the Master Trustee or an
Investment Manager, to the extent monies or other assets are
utilized to acquire units of any collective trust, the terms
of the collective trust indenture shall solely govern the
investment duties, responsibilities and powers of the
trustee of such collective trust and, to the extent required
by law, such terms, responsibilities and powers shall be
incorporated herein by reference and shall be part of this
Agreement. For purposes of valuation, the value of the
interest maintained by the Fund in such collective trust
shall be the fair market value of the collective fund units
held, determined in accordance with generally recognized
valuation procedures. The Corporation expressly understands
and agrees that any such collective fund may provide for the
lending of its securities by the collective fund trustee and
that such collective fund's trustee will receive
compensation from such collective fund for the lending of
securities that is separate from any compensation of the
Master Trustee hereunder, or any compensation of the
collective fund trustee for the management of such
collective fund;
(m) open-end and closed-end investment companies,
regardless of the purposes for which such fund or funds were
created, and any partnership, limited or unlimited, joint
venture and other forms of joint enterprise created for any
lawful purpose;
(n) individual or group insurance policies and
contracts including, but not limited to, life insurance,
annuity (fixed or variable) and investment policies and
contracts, but only if directed by the Administrator or the
Named Fiduciary, as appropriate, to purchase or retain such
policies and contracts.
7.4 Maintenance of Cash Balances. The Master Trustee
shall keep such portion of the Fund in cash or cash balances as
may be specified from time to time in a written request from the
Administrator or as required by the Named Fiduciary to meet
contemplated payments from the Fund. The Master Trustee shall
invest such cash balances and any other portions of the Fund
which may be in cash or cash balances in accordance with such
investment policies, objectives and guidelines as may be
communicated to the Master Trustee from time to time by the Named
Fiduciary pursuant to Section 5. The Master Trustee shall not be
liable for interest on any reasonable cash balances so
maintained, unless the Named Fiduciary directs the Master Trustee
to maintain such balances in interest bearing accounts.
SECTION 8
Powers of the Master Trustee,
Investment Managers and the Named Fiduciary
8.1 Qualifying Employer Securities Accounts. The
Plans may provide generally with respect to accounts established
to invest in Qualifying Employer Securities that the right to
vote, the right to tender in the event of a tender offer, or the
exercise of certain other rights concerning such Securities are
vested in the Participants. The Master Trustee shall act only in
accordance with the procedures set forth in the Plans by which
the Participants exercise such rights. Prior to the time any
such action is to be taken under any Plan, the Administrative
Committee will advise the Master Trustee of the impending action
and agree with the Master Trustee on the manner of implementing
that specific action.
8.2 General Powers. As to all assets other than
Qualifying Employer Securities, the Master Trustee shall have and
exercise the following powers and authority in the administration
of the Fund only on the direction of an Asset Manager and the
Named Fiduciary where such powers and authority relate to a
Directed Fund and in its sole discretion where such powers and
authority relate to investments made by the Master Trustee in
accordance with Section 5.3:
(a) to purchase, receive or subscribe for any
securities or other property and to retain in trust such
securities or other property;
(b) to sell, exchange, convey, transfer, lend, or
otherwise dispose of any property held in the Fund and to
make any sale by private contract or public auction; and no
person dealing with the Master Trustee shall be bound to see
to the application of the purchase money or to inquire into
the validity, expediency or propriety of any such sale or
other disposition;
(c) to vote in person or by proxy any stocks,
bonds or other securities held in the Fund;
(d) to exercise any rights appurtenant to any
such stocks, bonds or other securities for the conversion
thereof into other stocks, bonds or securities, or to
exercise rights or options to subscribe for or purchase
additional stocks, bonds or other securities, and to make
any and all necessary payments with respect to any such
conversion or exercise, as well as to write options with
respect to such stocks and to enter into any transactions in
other forms of options with respect to any options which the
Fund has outstanding at any time;
(e) to join in, dissent from or oppose the
reorganization, recapitalization, consolidation, sale or
merger of corporations or properties of which the Fund may
hold stocks, bonds or other securities or in which it may be
interested, upon such terms and conditions as deemed wise,
to pay any expenses, assessments or subscriptions in
connection therewith, and to accept any securities or
property, whether or not trustees would be authorized to
invest in such securities or property, which may be issued
upon any such reorganization, recapitalization,
consolidation, sale or merger and thereafter to hold the
same, without any duty to sell;
(f) to manage, administer, operate or lease for
any number of years, regardless of any restrictions on
leases made by fiduciaries, develop, improve, repair, alter,
demolish, mortgage, pledge, grant options with respect to,
or otherwise deal with any real property or interest therein
at any time held by it, all upon such terms and conditions
as may be deemed advisable, to renew or extend or
participate in the renewal or extension of any mortgage upon
such terms as may be deemed advisable, and to agree to a
reduction in the rate of interest on any mortgage or any
other modification or change in the terms of any mortgage or
of any guarantee pertaining thereto in any manner and to any
extent that may be deemed advisable for the protection of
the Fund or the preservation of the value of the investment;
to waive any default, whether in the performance of any
guarantee, or to enforce any default in such manner and to
such extent as may be deemed advisable; to exercise and
enforce any and all rights of foreclosure, to bid on the
property in foreclosure, to take a deed in lieu of
foreclosure, with or without paying a consideration
therefor, and in connection therewith to release the
obligation on the bonds or notes secured by such mortgage
and to exercise and enforce in any action, suit or
proceeding at law or in equity any right or remedy in
respect to any such mortgage or guarantee;
(g) to explore for and to develop mineral
interests and other natural resources and to acquire land,
either by lease or purchase, for such purpose, and to enter
into any type of contract or agreement incident thereto, and
to sell any product produced by reason of or resulting from
such development or exploration to any person or persons on
such terms and conditions as the Master Trustee, Investment
Manager or Named Fiduciary deems advisable, and to enter
into agreements and contracts for transportation of the
same;
(h) to insure, according to customary standards,
any property held in the Fund for any amount and to pay any
premiums required for such coverage;
(i) to purchase or otherwise acquire and make
payment therefor from the Fund any bond or other form of
guarantee or surety required by any authority having
jurisdiction over this Trust and its operation, or believed
by the Master Trustee, Investment Manager or Named Fiduciary
to be in the best interests of the Fund, except the Master
Trustee, Investment Manager or Named Fiduciary may not
obtain any insurance whose premium obligation extends to the
Fund which would protect the Master Trustee, Investment
Manager or Named Fiduciary against its liability for breach
of fiduciary duty;
(j) to enter into any type of contract with any
insurance company or companies, either for the purposes of
investment or otherwise; provided that no insurance company
dealing with the Master Trustee shall be considered to be a
party to this Agreement and shall only be bound by and held
accountable to the extent of its contract with the Master
Trustee. Except as otherwise provided by any contract, the
insurance company need only look to the Master Trustee with
regard to any restrictions issued and shall make
disbursements or payments to any person, including the
Master Trustee, as shall be directed by the Master Trustee.
Where applicable, the Master Trustee shall be the sole owner
of any and all insurance policies or contracts issued. Such
contracts or policies, unless otherwise determined, shall be
held as an asset of the Fund for safekeeping or custodian
purposes only;
(k) to lend the assets of the Fund upon such
terms and conditions as are deemed appropriate in the sole
discretion of the Master Trustee and, specifically, to loan
any securities to brokers, dealers or banks upon such terms,
and secured in such manner, as may be determined by the
Master Trustee, to permit the loaned securities to be
transferred into the name of the borrower or others and to
permit the borrower to exercise such rights of ownership
over the loaned securities as may be required under the
terms of any such loan; provided, that, with respect to the
lending of securities pursuant to this paragraph, the Master
Trustee's powers shall subsume the role of custodian (the
expressed intent hereunder being that the Corporation, in
such case, be deemed a financial institution, within the
meaning of section 101(22) of the Bankruptcy Code); and
provided, further, that any loans made from the Fund shall
be made in conformity with such laws or regulations
governing such lending activities which may have been
promulgated by any appropriate regulatory body at the time
of such loan;
(l) to purchase, enter, sell, hold, and generally
deal in any manner in and with contracts for the immediate
or future delivery of financial instruments of any issuer or
of any other property; to grant, purchase, sell, exercise,
permit to expire, permit to be held in escrow, and otherwise
to acquire, dispose of, hold and generally deal in any
manner with and in all forms of options in any combination;
(m) to lend the assets of the Fund to
participants of the Plan. The Corporation shall have full
and exclusive responsibility for loans made to participants,
including, without limitation, full and exclusive
responsibility for the following: development of procedures
and documentation for such loans; acceptance of loan
applications; approval of loan applications; disclosure of
interest rate information required by Regulation Z of the
Federal Reserve Board promulgated pursuant to the Truth in
Lending Act, 15 U.S.C. Section 1601 et seq.; acting as agent
for the physical custody and safekeeping of the promissory
notes and other loan documents; performing necessary and
appropriate recordkeeping and accounting functions with
respect to loan transactions; enforcement of promissory note
terms, including, but not limited to, directing the Master
Trustee to take specified actions; and maintenance of
accounts and records regarding interest and principal
payments on notes. The Master Trustee shall not in any way
be responsible for holding or reviewing such documents,
records and procedures and shall be entitled to rely upon
such information as is provided by the Corporation or its
own sub-agent or recordkeeper without any requirement or
responsibility to inquire as to the completeness or accuracy
thereof, but may from time to time examine such documents,
records and procedures, as it deems appropriate. The
Corporation shall indemnify and hold the Master Trustee
harmless from all damages, costs or expenses, including
reasonable attorneys fees, arising out of any action or
inaction of the Corporation with respect to its agency
responsibilities described herein with respect to
participant loans.
8.3 Specific Powers of the Master Trustee. The Master
Trustee shall have the following powers and authority, to be
exercised in its sole discretion with respect to the Fund (except
as set forth below):
(a) to appoint agents, custodians, depositories
or counsel, domestic or foreign, as to part or all of the
Fund and functions incident thereto where, in the sole
discretion of the Master Trustee, such delegation is
necessary in order to facilitate the operations of the Fund
and such delegation is not inconsistent with the purposes of
the Fund or in contravention of any applicable law. To the
extent that the appointment of any such person or entity may
be deemed to be the appointment of a fiduciary, the Master
Trustee may exercise the powers granted hereby to appoint as
such a fiduciary any person or entity, including, but not
limited to, the Named Fiduciary or the Corporation,
notwithstanding the fact that such person or entity is then
considered a fiduciary, a party in interest or a
disqualified person. Upon such delegation, the Master
Trustee may require such reports, bonds or written
agreements as it deems necessary to properly monitor the
actions of its delegate;
(b) to cause any investment, either in whole or
in part, in the Fund to be registered in, or transferred
into, the Master Trustee's name or the names of a nominee or
nominees, including but not limited to that of the Master
Trustee, a clearing corporation, or a depository, or in book
entry form, or to retain any such investment unregistered or
in a form permitting transfer by delivery, provided that the
books and records of the Master Trustee shall at all times
show that such investments are a part of the Fund; and to
cause any such investment, or the evidence thereof, to be
held by the Master Trustee, in a depository, in a clearing
corporation, in book entry form, or by any other entity or
in any other manner permitted by law;
(c) to make, execute and deliver, as trustee, any
and all deeds, leases, mortgages, conveyances, waivers,
releases or other instruments in writing necessary or
desirable for the accomplishment of any of the foregoing
powers;
(d) to defend against or participate in any legal
actions involving the Fund or the Master Trustee in its
capacity stated herein, in the manner and to the extent it
deems advisable, the costs of any such defense or
participation to be borne by the Fund, unless paid by the
Corporation in accordance with Section 11; provided however,
the Master Trustee shall notify the Named Fiduciary and the
Corporation of all such actions and the Corporation may, in
its sole discretion, determine against the incurrence of any
such legal fees and expenses which may be incurred beyond
those necessary to protect the Fund against default or
immediate loss;
(e) to form corporations and to create trusts, to
hold title to any security or other property, to enter into
agreements creating partnerships or joint ventures for any
purpose or purposes determined by the Master Trustee to be
in the best interests of the Fund;
(f) to establish and maintain such separate
accounts in accordance with the instructions of the
Administrator for the proper administration of the Plans, or
as determined to be necessary by the Master Trustee. Such
accounts shall be subject to the general terms of this
Agreement, unless the Master Trustee is notified of a
contrary intent by the Administrator or the Named Fiduciary
in writing; and
(g) to generally take all action, whether or not
expressly authorized, which the Master Trustee may deem
necessary or desirable for the protection of the Fund.
8.4 Maintenance of Indicia of Ownership. The Master
Trustee shall not maintain indicia of ownership of any asset of
the Fund held by it outside the jurisdiction of the District
Courts of the United States unless such holding is approved
through ruling or regulations promulgated under the Act by the
Secretary of Labor.
8.5 Third Party Transactions. In addition, and not by
way of limitation, the Master Trustee shall have any and all
powers and duties concerning the investment, retention or sale of
property held in trust as if it were absolute owner of the
property, and no restrictions with regard to the property so held
shall be implied, warranted or sustained by reason of this
Agreement; provided, however, at no time shall the exercise of
such powers and duties establish any evidence which would permit
a third party to assert a right, title or interest superior to
that of the Plans in the property held in the Fund.
SECTION 9
Discretionary Powers
9.1 Master Trustee Granted Discretion. The Master
Trustee is hereby granted any and all discretionary powers not
explicitly or implicitly conferred by this Agreement which it may
deem necessary or proper for the protection of the property held
hereunder.
SECTION 10
Prohibited Transactions
10.1 Transactions which are Prohibited.
Notwithstanding any provision of this Agreement, either appearing
before or after this Section, the Master Trustee shall not engage
in or cause the Trust to engage in any transaction if it knows or
should know, that such transaction constitutes a direct or
indirect prohibited transaction, as defined in Section 406 of
ERISA or Section 4975 of the Code.
10.2 Provision of Ancillary Services by Master Trustee.
Notwithstanding the foregoing, the Master Trustee may, in
addition to the services rendered in conjunction with its duties
and responsibilities as Master Trustee under the terms of this
Agreement, provide such ancillary services as meet the following
standards:
(a) there have been adopted by the Master Trustee
internal safeguards which assure that such ancillary
services are consistent with sound banking and financial
practices as determined by the appropriate banking
authority;
(b) the ancillary services are provided in
accordance with guidelines which are intended to meet the
standards established by the appropriate banking authority,
as provided by Section 408(b)(6) of ERISA; and
(c) the compensation received by the Master
Trustee for such services is reasonable and established in
an arm's-length manner.
SECTION 11
Expenses, Compensation and Taxes
11.1 Compensation and Expenses of the Master Trustee.
The Master Trustee shall be entitled to such reasonable
compensation for services rendered by it in accordance with the
schedule of compensation as agreed upon by the Corporation and
the Master Trustee from time to time together with all reasonable
expenses incurred by the Master Trustee as a result of the
execution of its duties hereunder, including, but not limited to,
legal and accounting expenses, expenses incurred as a result of
disbursements and payments made by the Master Trustee, and
reasonable compensation for agents, counsel or other services
rendered to the Master Trustee by third parties and expenses
incident thereto.
11.2 Payment from the Fund. All compensation,
expenses, taxes and assessments in respect of the Fund, to the
extent that they are not paid by the Corporation, shall
constitute a charge upon the Fund and be paid by the Master
Trustee from the Fund upon written notice to the Corporation.
11.3 Payment of Taxes. The Master Trustee shall notify
the Corporation upon receipt of notice with regard to any
proposed tax deficiencies or any tax assessments which it
receives on any income or property in the Fund and, unless
notified to the contrary by the Corporation within ninety (90)
days, shall pay any such assessments. If the Corporation
notifies the Master Trustee within said period that, in its
opinion or the opinion of counsel, such assessments are invalid
or that they should be contested, then the Master Trustee shall
take whatever action is indicated in the notice received from the
Corporation or counsel, including contesting the assessment or
litigating any claims.
SECTION 12
Accounts, Books and Records of the Fund
12.1 Recordkeeping Duty of Master Trustee. The Master
Trustee shall keep accurate and detailed accounts of all
investments, receipts and disbursements and other transactions
hereunder, and all accounts, books and records relating thereto
shall be open at all reasonable times to inspection and audit by
any person designated by the Corporation.
12.2 Periodic Reports. In addition, within sixty (60)
days following the close of each fiscal year of the Fund, or
following the close of such other period as may be agreed upon
between the Master Trustee and the Corporation, and within sixty
(60) days, or such other agreed upon period, unless such period
be waived, after the removal or resignation of the Master Trustee
as provided for in this Agreement, the Master Trustee shall file
with the Administrative Committee, Named Fiduciary and/or the
Corporation a certified written report setting forth all
investments, receipts and disbursements, and other transactions
effected during the fiscal year or other annual period or during
the period from the close of the preceding fiscal year or other
preceding period to the date of such removal or resignation,
including a description of all securities and investment
purchases and sales with the cost or net proceeds of such
purchases or sales and showing all cash, securities and other
property held at the close of such fiscal year or other period,
valued currently, and such other information as may be required
of the Master Trustee under any applicable law. Within
forty-five (45) days from the date of filing such written report,
the Master Trustee, upon the request of the Corporation, shall
serve copies of such report upon any persons designated by the
Corporation as having administrative responsibility with respect
to any Plan. In addition, the Master Trustee shall provide
monthly reports with respect to each Plan and its investments
within a reasonable time after the end of each monthly period.
12.3 Additional Accounting. Except as provided below,
neither the Administrative Committee, Named Fiduciary nor the
Corporation shall have the right to demand or be entitled to any
further accounting different from the normal accounting rendered
by the Master Trustee. Further, no participant, beneficiary or
any other person shall have the right to demand or be entitled to
any accounting by the Master Trustee, other than those to which
they may be entitled under the law. The Administrative
Committee, Named Fiduciary or the Corporation shall have the
right to inspect the Master Trustee's books and records relating
to the Fund during normal business hours or to designate an
accountant to make such inspection, study, and/or audit with all
expenses related thereto to be paid by the Corporation.
12.4 Judicial Determination of Accounts. Nothing
contained herein will be construed or interpreted to deny the
Master Trustee or the Corporation the right to have the Master
Trustee's account judicially determined.
12.5 Limitation of Actions. Notwithstanding any other
provision of the Plans or this Agreement, the Master Trustee
shall not be subject to any liability for any act or omission,
regardless of its nature, after the expiration of six years from
the date of such act or omission or if earlier, three years after
the earliest date on which a plaintiff had knowledge of such act
or omission. Notwithstanding the above, this Section shall not
operate to discharge the Master Trustee from any liability
arising from an action which has been filed within the applicable
statute of limitations.
12.6 Filings by the Administrator. For the purposes of
this Section, the Master Trustee shall conclusively presume that
the Administrator has made or caused to be made, or will make or
cause to be made, all Federal filings as of the date required.
Should the Master Trustee incur any liability by reason of
failure of the Administrator to timely file, the Corporation
shall fully reimburse the Master Trustee for any and all
obligations, including penalties, interest or expenses, so
incurred by the Master Trustee. The reimbursement provided for
in this Section shall not, however, apply where the
Administrator's failure to timely file was caused by the Master
Trustee's failure to timely provide information to the
Administrator or by an error or omission by the Master Trustee.
12.7 Determination of Fair Market Value. The Master
Trustee shall determine the fair market value of the Fund monthly
and annually based upon generally accepted accounting principles
applicable to trusts of a same or similar nature to the one
created herein.
12.8 Retention of Records. All records and accounts
maintained by the Master Trustee with respect to the Fund shall
be preserved for such period as may be required under any
applicable law. Upon the expiration of any such required
retention period, the Master Trustee shall have the right to
destroy such records and accounts after first notifying the
Corporation in writing of its intention and transferring to the
Corporation any records and accounts requested. The Master
Trustee shall have the right to preserve all records and accounts
in original form, or on microfilm, magnetic tape, or any other
similar process.
SECTION 13
Fiduciary Duties of Master Trustee
13.1 Acknowledgment of Fiduciary Duty. The Master
Trustee acknowledges that it assumes the fiduciary duties
established by this Agreement.
13.2 Judicial Determination. The Master Trustee shall
not, however, be liable for any loss to or diminution of the Fund
except to the extent that any such loss or diminution results
from act or inaction on the part of the Master Trustee which is
judicially determined to be a breach of its fiduciary duties.
SECTION 14
Resignation and Removal
14.1 Power to Resign or Remove. The Master Trustee may
be removed with respect to all, or a part of, the Fund by the
Corporation, upon written notice to the Master Trustee to that
effect. The Master Trustee may resign as Master Trustee
hereunder, upon written notice to that effect delivered to the
Corporation.
14.2 Notice. Such removal or resignation shall become
effective as of the last day of the month which coincides with or
next follows the expiration of sixty (60) days from the date of
the delivery of such written notice, unless an earlier or later
date is agreed upon in writing by the Corporation and the Master
Trustee.
14.3 Successor Appointment. In the event of such
removal or resignation, a successor Master Trustee, or a separate
trustee or trustees, shall be appointed by the Corporation to
become Master Trustee, or a separate trustee or trustees, as of
the time such removal or resignation becomes effective. Such
successor Master Trustee, or separate trustee or trustees, shall
accept such appointment by an instrument in writing delivered to
the Corporation and the Master Trustee and upon becoming
successor Master Trustee, or separate trustee or trustees, shall
be vested with all the rights, powers, duties, privileges and
immunities as successor Master Trustee, or separate trustee or
trustees, hereunder as if originally designated as Master
Trustee, or separate trustee or trustees, in this Agreement.
14.4 Transfer of Fund to Successor. Upon such
appointment and acceptance, the retiring Master Trustee shall
endorse, transfer, assign, convey and deliver to the successor
Master Trustee, or separate trustee or trustees, all of the
funds, securities and other property then held by it in the Fund,
except such amount as may be reasonable and necessary to cover
its compensation and expenses as may be agreed to by the
Corporation in connection with the settlement of its accounts and
the delivery of the Fund to the successor Master Trustee, or
separate trustee or trustees, and the balance remaining of any
amount so reserved shall be transferred and paid over to the
successor Master Trustee, or separate trustee or trustees,
promptly upon settlement of its accounts, subject to the right of
the retiring Master Trustee to retain any property deemed
unsuitable by it for transfer until such time as transfer can be
made.
14.5 Retention of Nontransferable Assets. If the
retiring Master Trustee holds any property unsuitable for
transfer, it shall retain such property, and as to such property
alone it shall be a co-trustee with the successor Master Trustee,
or separate trustee or trustees, its duties and obligations being
solely limited to any such property, and it shall not have
fiduciary duties of any nature as to assets transferred. Should
the successor Master Trustee, or separate trustee or trustees,
accept fiduciary responsibility as to such property, the Master
Trustee shall retain only custodian duties as to such property.
14.6 Accounting. In the event of the removal or
resignation of the Master Trustee hereunder, the Master Trustee
shall file with the Corporation a statement and report of its
accounts and proceedings covering the period from its last annual
statement and report, and its liability and accountability to
anyone with respect to the propriety of its acts and transactions
shown in such written statement and report shall be governed by
the terms of this Agreement.
SECTION 15
Actions by the Corporation,
the Administrator or Named Fiduciary
15.1 Action by Corporation. Any action by the
Corporation pursuant to this Agreement shall be evidenced or
empowered in writing to the Master Trustee, and the Master
Trustee shall be entitled to rely on such writing.
15.2 Action by the Administrator or Named Fiduciary.
Any action by any person or entity duly empowered to act on
behalf of the Administrator or the Named Fiduciary with respect
to any rights, powers or duties specified in this Agreement shall
be in writing, signed by such person or by the person designated
by the Administrator or the Named Fiduciary and the Master
Trustee shall act and shall be fully protected in acting in
accordance with such writing.
SECTION 16
Amendment or Termination
16.1 Amendment or Termination. The Corporation shall
have the right at any time and from time to time by appropriate
action:
(a) to modify or amend in whole or in part any or
all of the provisions of this Agreement upon sixty (60)
days' prior notice in writing to the Master Trustee, unless
the Master Trustee agrees to waive such notice; provided,
however, that no modification or amendment which affects the
rights, duties or responsibilities of the Master Trustee may
be made without the Master Trustee's consent which consent
shall not be unreasonably withheld or delayed, or
(b) to terminate this Agreement upon sixty (60)
days' prior notice in writing delivered to the Master
Trustee; provided, further, that no termination,
modification or amendment shall permit any part of the
corpus or income of the Fund to be used for or diverted to
purposes other than for the exclusive benefit of such
participants, retired participants and their beneficiaries,
except for the return of Corporation contributions which are
allowed by law and permitted under a Plan.
16.2 PBGC Approval. Should this Trust form a part of a
Plan subject to the jurisdiction of the Pension Benefit Guaranty
Corporation ("PBGC") as provided in ERISA, and should the
Corporation notify the Master Trustee of the termination of a
Plan, the Master Trustee shall take no action as to the
termination of this Trust with respect to such Plan, until it has
received notice from the Named Fiduciary or the Corporation that
such termination has been approved by the PBGC. Thereafter and
in the event that this Trust does not form a part of a Plan
subject to the jurisdiction of the PBGC, the Master Trustee shall
distribute all cash, securities and other property then
constituting the Fund, less any amounts constituting charges and
expenses payable from the Fund, on the date or dates specified by
the Administrator to such persons and in such manner as the
Administrator shall direct. In making such distributions, the
Master Trustee shall be entitled to assume that such
distributions are in full compliance with and are not in
violation of any applicable law regulating the termination of any
kind whatsoever arising from any distribution made by the Master
Trustee at the direction of the Administrator as a result of the
termination of this Agreement and shall indemnify and save the
Master Trustee harmless from any attempt to impose any liability
on the Master Trustee with respect to any such distribution.
16.3 Retention of Nontransferable Property. The Master
Trustee reserves the right to retain such property as is not, in
the sole discretion of the Master Trustee, suitable for
distribution at the time of termination of this Agreement and
shall hold such property as custodian for those persons or other
entities entitled to such property until such time as the Master
Trustee is able to make distribution. The Master Trustee's
duties and obligations with respect to any property held in
accordance with the above shall be purely custodial in nature and
the Master Trustee shall only be obligated to see to the
safekeeping of such property and make a reasonable effort to
prevent deterioration or waste of such property prior to its
distribution. Upon complete distribution of all property
constituting the Fund, this Agreement shall be deemed terminated;
provided, however, that the duties and liabilities of the parties
thereto with respect to any transaction prior to such termination
shall survive such termination.
16.4 Termination in the Absence of Directions from the
Administrator. In the event no direction is provided by the
Administrator with respect to the distribution of a Plan's
portion of the Fund upon termination of this Agreement, the
Master Trustee shall make such distributions as are specified by
the Plan after notice to the Corporation. In the event the Plan
is silent as to the distributions to be made upon termination of
the Plan or the terms of the Plan are inconsistent with the then
applicable law or the Master Trustee is unable to obtain a copy
of the most recent Plan, the Master Trustee shall distribute the
Fund to participants and their beneficiaries under the Plan in an
equitable manner that will not adversely affect the qualified
status of the Plan under Section 401(a) of the Code or any other
statute of similar import and that will comply with any
applicable provisions of ERISA regulating the allocation of
assets upon termination of plans such as the Plan. The Master
Trustee, in such cases, reserves the right to seek a judicial and
administrative determination as to the proper method of
distribution of the Fund upon termination of this Agreement.
16.5 Termination on Corporate Dissolution. If the
Corporation ceases to exist as a result of liquidation,
dissolution or acquisition in some manner, the Fund shall be
distributed as provided above upon termination of a Plan unless a
successor company elects to continue the Plan and this Agreement
as provided in this Agreement.
SECTION 17
Merger or Consolidation
17.1 Merger or Consolidation of Master Trustee. Any
corporation, or national association, into which the Master
Trustee may be merged or with which it may be consolidated, or
any corporation, or national association, resulting from any
merger or consolidation to which the Master Trustee is a party,
or any corporation, or national association, succeeding to the
trust business of the Master Trustee, shall become the successor
of the Master Trustee hereunder, without the execution or filing
of any instrument or the performance of any further act on the
part of the parties hereto.
17.2 Merger or Consolidation of Corporation. Any
corporation into which the Corporation may be merged or with
which it may be consolidated, or any corporation succeeding to
all or a substantial part of the business interests of the
Corporation may become the Corporation hereunder by expressly
adopting and agreeing to be bound by the terms and conditions of
the Plan and this Agreement and so notifying the Master Trustee
to such effect by submission to the Master Trustee of an
appropriate written document.
17.3 Merger or Consolidation of Plan. In the event
that the Named Fiduciary or the Corporation authorizes and
directs that the assets of another plan be merged or consolidated
with or transferred to a Plan participating in this Trust, the
Master Trustee shall take no action with regard to such merger,
consolidation or transfer until it has been notified in writing
that each participant covered under the plan the assets of which
are to be merged consolidated or transferred will immediately
after such merger, consolidation or transfer be entitled to a
benefit either equal to or then greater than the benefit he would
have been entitled to had the Plan been terminated.
SECTION 18
Acceptance of Trust
18.1 Acceptance by Master Trustee. The Master Trustee
accepts the Trust created hereunder and agrees to be bound by all
the terms of this Agreement.
SECTION 19
Nonalienation of Trust
19.1 Trust not Subject to Assignment or Alienation.
Except as heretofore provided, no company, participant or
beneficiary of the Plans to which the Trust applies shall have
any interest in or right to the assets of this Trust, and to the
full extent of all applicable laws, the assets of this Trust
shall not be subject to any form of attachment, garnishment,
sequestration or other actions of collection afforded creditors
of the Corporation, participants or beneficiaries. The Master
Trustee shall not recognize any assignment or alienation of
benefits unless, and then only to the extent, written notices are
received from the Administrator.
19.2 Plans' Interest in Trust not Assignable. The
equity or interest of any participating Plan in the Fund shall
not be assignable.
SECTION 20
Governing Law
20.1 Governing Law. This Agreement shall be construed
and enforced, to the extent possible, according to the laws of
the Commonwealth of Pennsylvania, and all provisions hereof shall
be administered according to the laws of said Commonwealth and
any federal laws, regulations or rules which may from time to
time be applicable. In case of any conflict between the
provisions of the Plans and this Agreement, the provisions of
this Agreement shall govern.
SECTION 21
Parties to Court Proceedings
21.1 Only Corporation and Master Trustee Necessary. To
the extent permitted by law, only the Master Trustee and the
Corporation shall be necessary parties in any application to the
courts for an interpretation of this Agreement or for an
accounting by the Master Trustee, and no participant under any
Plan or other person having an interest in the Fund shall be
entitled to any notice or service of process. Any final judgment
entered in such an action or proceeding shall, to the extent
permitted by law, be conclusive upon all persons claiming under
this Agreement or any Plan.
SECTION 22
Subsidiaries and Affiliates
22.1 Adoption of Master Trust by Subsidiaries and
Affiliates. Any Company which is a subsidiary of the Corporation
or which may be affiliated with the Corporation in any way and
which is now or may hereafter be organized under the laws of the
United States of America, or of any State or Territory thereof,
with the approval of the Corporation, by resolution of its own
Board of Directors, may adopt this Agreement, if such subsidiary
or affiliate shall have adopted one or more Plans qualified under
Section 401(a) of the Code, as amended. If any such subsidiary
or affiliate so adopts this Agreement, this Agreement shall
establish the trust for such Plans as are specified by such
subsidiary or affiliate and shall constitute a continuation,
amendment and restatement of any prior trust for any such Plans.
Furthermore, the assets of any such Plans may be commingled with
the assets of other Plans held in the Fund pursuant to Section
2.6 hereof. However, the assets of any Plan so held in the Fund
shall not be subject to any claim arising under any other Plan,
the assets of which are commingled therewith by the Master
Trustee for investment purposes, and under no circumstances shall
any of the assets of one Plan be available to provide the
benefits under another Plan. A separate trust shall be deemed to
have been created with respect to each Plan of such subsidiary or
affiliate.
22.2 Segregation from Further Participation. Any
subsidiary or affiliate of the Corporation may, at any time, with
the consent of the Corporation, segregate a Plan's trust from
further participation in this Agreement. In such event, such
subsidiary or affiliate shall file with the Master Trustee a
document evidencing the segregation of the Plan from the Fund and
its continuance of a separate trust in accordance with the
provisions of this Agreement as though such subsidiary or
affiliate were the sole creator thereof. In such event, the
Master Trustee shall deliver to itself as Master Trustee of such
separate trust such share of the Fund as may be determined by the
Master Trustee to constitute the appropriate share of the Fund,
as confirmed by the Corporation, then held in respect of the
participating employees of such subsidiary or affiliate. Such
subsidiary or affiliate may thereafter exercise, in respect of
such separate trust, all of the rights and powers reserved to the
Corporation under the provisions of this Agreement. The
equitable share of any Plan participating in the Fund shall be
immediately segregated and withdrawn from the Fund if the Plan
ceases to be qualified under Section 401(a) of the Code and the
Corporation shall promptly notify the Master Trustee of any
determination by the Internal Revenue Service that any such Plan
has ceased to be so qualified.
22.3 Segregation of Assets Allocable to Specific
Employees. The Administrative Committee may at any time direct
the Master Trustee to segregate and withdraw the equitable share
of any such Plan, or that portion of such equitable share as may
be certified to the Master Trustee by the Administrative
Committee as allocable to any specified group or groups of
employees or beneficiaries. Whenever segregation is required,
the Master Trustee shall withdraw from the Fund such assets as it
shall in its absolute discretion deem to be equal in value to the
equitable share to be segregated. Such withdrawal from the Fund
shall be in cash or in any property held in such Fund, or in a
combination of both, in the absolute discretion of the Master
Trustee. The Master Trustee shall thereafter hold the assets so
withdrawn as a separate trust fund in accordance with the
provisions of this Agreement, which shall be construed in respect
of such assets as if the employer maintaining such Plan
(determined without regard to whether any subsidiaries or
affiliates of such employer have joined in such Plan) has been
named as the Corporation hereunder. Such segregation shall not
preclude later readmission to the Fund.
SECTION 23
Authorities
23.1 Corporation. Whenever the provisions of this
Agreement specifically require or permit any action to be taken
by "the Corporation", such action must be authorized by the Board
of Directors or an authorized committee of the Board of
Directors. Any resolution adopted by the Board of Directors or
other evidence of such authorization shall be certified to the
Master Trustee by the Secretary or an Assistant Secretary of the
Corporation under its corporate seal, and the Trustee may rely
upon any authorization so certified until revoked or modified by
a further action of the Board of Directors (or its authorized
committee) similarly certified to the Master Trustee.
23.2 Subsidiary or Affiliate. Any action required or
permitted to be taken under this Agreement by a subsidiary or
affiliate of the Corporation shall be given by the board of
directors thereof in the manner described in Section 23.1.
23.3 Named Fiduciary and Administrative Committee. The
Corporation shall furnish the Master Trustee from time to time
with a list of the names and signatures of all Persons (other
than the Corporation) authorized to act as the Corporation
designee under Section 1.1, as a Named Fiduciary, as the
Administrator, or in any other manner authorized to issue orders,
notices, requests, instructions and objections to the Master
Trustee pursuant to the provisions of this Agreement. Any such
list shall be certified by the Secretary or an Assistant
Secretary of the Corporation (or by the Secretary or an Assistant
Secretary of any subsidiary or affiliate of the Corporation with
respect to members of the Administrative Committee of the
Participating Plans), and may be relied upon for accuracy and
completeness by the Master Trustee. Each such Person shall
thereupon furnish the Master Trustee with a list of the names and
signatures of those individuals who are authorized, jointly or
severally, to act for such Person hereunder, and the Master
Trustee shall be fully protected in acting upon any notices or
directions received from any of them.
23.4 Investment Manager. The Named Fiduciary shall
cause each Investment Manager to furnish the Master Trustee from
time to time with the names and signatures of those persons
authorized to direct the Master Trustee on its behalf hereunder.
23.5 Form of Communications. Any agreement between the
Corporation and any Person (including an Investment Manager) or
any other provision of this Agreement to the contrary
notwithstanding, all notices, directions and other communications
to the Master Trustee shall be in writing or in such other form,
including transmission by electronic means through the facilities
of third parties or otherwise, specifically agreed to in writing
by the Master Trustee, and the Master Trustee shall be fully
protected in acting in accordance therewith.
23.6 Continuation of Authority. The Master Trustee
shall have the right to assume, in the absence of written notice
to the contrary, that no event constituting a change in the Named
Fiduciary or membership of the Administrative Committee or
terminating the authority of any Person, including any Investment
Manager, has occurred.
23.7 No Obligation to Act on Unsatisfactory Notice.
The Master Trustee shall incur no liability under this Agreement
for any failure to act pursuant to any notice, direction or any
other communication from any Asset Manager, the Corporation, the
Administrative Committee, or any other Person or the designee of
any of them unless and until it shall have received instructions
in form satisfactory to it.
SECTION 24
Counterparts
24.1 Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be
deemed an original, and said counterparts shall constitute but
one and the same instrument and may be sufficiently evidenced by
any one counterpart.
IN WITNESS WHEREOF, the parties hereto, each intending
to be legally bound hereby, have hereunto set their hands and
seals as of the day and year first above written.
DOLE FOOD COMPANY, INC.
By: /s/ David B. Cooper Jr.
Name:
Title:
MELLON BANK, N.A.
By: /s/ Vincent V. Sands
Name: Vincent V. Sands
Title: Vice President
<PAGE>
EXHIBIT "A"
TRUST AGREEMENT
. Trust Agreement for Dole Food Company, Inc. Tax Deferred
Investment Plan
. Trust Agreement for Castle & Cooke Properties, Inc. Tax
Deferred Investment Plan
. Trust Agreement for Dole Fresh Fruit Tax Deferred Investment
Plan
. Trust Agreement for Dole Bakersfield, Inc. Tax Deferred
Investment Plan
. Trust Agreement for Waialua Sugar Company Tax Deferred
Investment Plan
. Trust Agreement for Dole Fresh Vegetables Tax Deferred
Investment Plan
. Trust Agreement for Dole Dried Fruit and Nut Company
Retirement Plan
. Trust Agreement for Dole Northwest Retirement Plan
. Trust Agreement for Dole Citrus Tax Deferred Investment Plan
. Trust Agreement for Dole Citrus Tax Deferred Investment Plan
for Hourly Employees
. Trust Agreement for Dole Packaged Foods Tax Deferred
Investment Plan
. Trust Agreement for Dole Nut Company Retirement Plan
<PAGE>
EXHIBIT "B"
PLAN NAME
. Dole Food Company, Inc. Tax Deferred Investment Plan for
Corporate Employees
. Castle & Cooke Properties, Inc. Tax Deferred Investment Plan
(Salaried)
. Dole Fresh Fruit Tax Deferred Investment Plan
. Tax Deferred Investment Plan for Salaried Employees of Dole
Bakersfield, Inc.
. Waialua Sugar Company Tax Deferred Investment Plan
. Dole Fresh Vegetables Tax Deferred Investment Plan
. Dole Dried Fruit and Nut Company Retirement Plan
. Dole Northwest Retirement Plan
. Dole Citrus Tax Deferred Investment Plan
. Dole Citrus Tax Deferred Investment Plan for Hourly
Employees
. Dole Packaged Foods Tax Deferred Investment Plan
. Dole Nut Company Retirement Plan
AMENDMENT 1995-1
TAX DEFERRED PLAN OF DOLE FOOD COMPANY, INC.
AND PARTICIPATING DIVISIONS AND SUBSIDIARIES
WHEREAS, Dole Food Company, Inc. (the "Company")
maintains the Tax Deferred Investment Plan of Dole Food Company,
Inc. and Participating Divisions and Subsidiaries (the "Plan");
WHEREAS, pursuant to Section 11.01 of the Plan, the
Plan may be amended in accordance with the Charter of the
Corporate Compensation and Benefits Committee; and
WHEREAS, the Company desires to amend the Plan in order
to reactivate the Dole Stock Fund (the "Fund"), so that
participants may direct the investment of employer and employee
contributions into the Fund in accordance with the terms of the
Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
Section 5.01 is amended by adding the following
sentence at the end thereof:
"Notwithstanding the preceding sentence, effective
July 3, 1995, the Investment Fund for Company stock is
reactivated, and up to one hundred percent of the assets of
the Plan may be invested in such Company stock."
IN WITNESS WHEREOF, the Company has caused its duly
authorized officer to execute this Amendment to the Plan on this
23rd day of June, 1995.
DOLE FOOD COMPANY, INC.
By: /s/ George R. Horne
Vice President, Human Resources
June 21, 1995
Dole Food Company, Inc.
31355 Oak Crest Drive
Westlake Village, California 91359-5132
Re: Registration on Form S-8 of Dole Food Company,
Inc. (the "Company") Deferred Investment Plan
Ladies and Gentlemen:
You have advised us that in connection with the Tax-
Deferred Investment Plan of Dole Food Company, Inc. and
Participating Divisions and Subsidiaries (the "Plan") you propose
to file a Registration Statement on Form S-8 with the Securities
and Exchange Commission for the registration under the Securities
Act of 1933, as amended, of 500,000 shares of Common Stock, no
par value of the Company (the "Shares") and of interests in the
Plan (together with the Shares, the "Securities"). At your
request, we have examined the proceedings heretofore taken and to
be taken in connection with the authorization of the Plan and the
Common Stock that may be sold to the Plan.
Based upon such examination and upon such matters of
fact and law as we have deemed relevant, we are of the opinion
that the Securities have been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization and appropriate action as
contemplated thereby and by the Plan and related agreements, the
Securities will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/ Goodsill Anderson Quinn & Stifel
Goodsill Anderson Quinn & Stifel
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement and
prospectus of our reports dated January 30, 1995 (except with
respect to the matter discussed in Note 16, as to which the
date is March 7, 1995) included (or incorporated by reference)
in Dole Food Company, Inc.'s Form 10-K for the year ended
December 31, 1994 and to all references to our Firm included
in this registration statement and prospectus.
/s/ Arthur Andersen L.L.P.
Los Angeles, California
June 26, 1995
