<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
CASTLE & COOKE, INC.
TO
CASTLE ACQUISITION COMPANY, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
FLEXI-VAN LEASING, INC.
(Not to be Used for Signature Guarantees)
As set forth in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase
dated May 31, 2000, as amended and supplemented by the First Supplement thereto
dated June 28, 2000 (the "Offer to Purchase") this revised Notice of Guaranteed
Delivery, or a form substantially equivalent hereto, must be used to accept the
Offer (as defined below) if certificates representing shares of Common Stock,
having no par value (the "Shares"), of Castle & Cooke, Inc., a Hawaii
corporation, are not immediately available, if the procedure for book-entry
transfer cannot be completed prior to the Expiration Date (as defined in
PROCEDURE FOR TENDERING SHARES of the Offer to Purchase) or during a subsequent
offering period provided pursuant to Rule 14d-11, or if time will not permit all
required documents to reach the Depositary prior to the Expiration Date or
during a subsequent offering period provided pursuant to Rule 14d-11. Such form
may be delivered by hand, transmitted by facsimile transmission or mailed to the
Depositary. See PROCEDURE FOR TENDERING SHARES of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE TRUST COMPANY, N.A.
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BY MAIL: BY OVERNIGHT COURIER BY HAND:
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting
Attn: Corporate Actions Attn: Corporate Actions Services, Inc.
P.O. Box 8029 150 Royall Street c/o EquiServe Trust Company, N.A.
Boston, MA 02266-8029 Canton, MA 02021 100 William Street/Galleria
New York, NY 10038
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BY FACSIMILE TRANSMISSIONS (FOR
ELIGIBLE INSTITUTIONS ONLY)
(781) 575-2232
CONFIRM BY TELEPHONE: (800) 733-5001
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE
EXCHANGE AGENT. TENDERING SHAREHOLDERS MAY CONTINUE TO USE THE ORIGINAL NOTICE
OF GUARANTEED DELIVERY THAT WAS PROVIDED WITH THE OFFER TO PURCHASE.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
<PAGE>
The Guarantee below must be completed.
Ladies and Gentlemen:
The undersigned hereby tenders to Castle Acquisition Company, Inc. a Hawaii
corporation (the "Purchaser") and wholly-owned subsidiary of Castle & Cooke
Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Flexi-Van
Leasing, Inc., a Delaware corporation, upon the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase dated May 31, 2000 as
amended and supplemented by the First Supplement thereto, dated June 28, 2000
(the "Offer to Purchase"), and the related GREY Letter of Transmittal (which,
together with the Offer to Purchase and the original BLUE Letter of Transmittal,
collectively, constitute the "Offer"), receipt of which is hereby acknowledged,
the number of shares specified below of common stock, having no par value (the
"Shares"'), of Castle & Cooke, Inc., a Hawaii corporation, pursuant to the
guaranteed delivery procedures set forth in PROCEDURE FOR TENDERING SHARES of
the Offer to Purchase.
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Number of Shares Name(s) of Holders:
Certificate Nos. (if available):
Please Type or Print
If Shares will be delivered by book-entry Address(es):
transfer, please provide account number
information with respect to Cede & Co.
Depository Trust Company.
Account No.: (Zip Code)
Area Code and Telephone No.:
Signature(s):
Dated:
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<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program, guarantees to deliver to the Depositary
either certificates representing the Shares tendered hereby, in proper form for
transfer, or confirmation of book-entry transfer of such Shares into the
Depositary's accounts at Cede & Co. Depository Trust Company, in each case with
delivery of a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, or an Agent's
Message, and any other documents required by the Letter of Transmittal, within
three trading days (as defined in the Offer to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
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<S> <C>
Name of Firm: Authorized Signature:
Address: Title:
Name:
(Zip Code) Please Type or Print
Area Code and Telephone No.
Dated:
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NOTE: DO NOT SEND CERTIFICATES EVIDENCING SHARES WITH THIS NOTICE.
CERTIFICATES EVIDENCING SHARES SHOULD BE SENT WITH
YOUR LETTER OF TRANSMITTAL.
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