-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O49Hs3fTpjKN0HTyZLNxZm1O+pnD8ufIQYEI6Y8E4ndFfxaZxvkJbDyarj//83vJ ejPCSzd5DBnahhU6aqtZVQ== 0000902595-95-000095.txt : 199506290000902595-95-000095.hdr.sgml : 19950629 ACCESSION NUMBER: 0000902595-95-000095 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950628 EFFECTIVENESS DATE: 19950717 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLE FOOD COMPANY INC CENTRAL INDEX KEY: 0000018169 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 990035300 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60643 FILM NUMBER: 95550067 BUSINESS ADDRESS: STREET 1: 31355 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8188796600 MAIL ADDRESS: STREET 1: 31355 OAK CREST DR CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 FORMER COMPANY: FORMER CONFORMED NAME: CASTLE & COOKE INC DATE OF NAME CHANGE: 19910731 S-8 1 REGISTRATION-TAX DEFERRED INVESTMENT PLAN 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. 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"). 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. 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. 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 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 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) 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). EX-4.1 2 PLAN DOCUMENT 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 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 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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 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. 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. 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. 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. OPERATING COMPANY APPENDIX 060 TAXDIP FOR SALARIED EMPLOYEES OF DOLE FOOD COMPANY, INC. 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 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. 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. 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. 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. 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. 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. OPERATING COMPANY APPENDIX 067 DOLE DRIED FRUIT AND NUT COMPANY RETIREMENT APPENDIX 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 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. 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. 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. 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. 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. 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. OPERATING COMPANY APPENDIX 071 TAXDIP FOR SALARIED EMPLOYEES OF DOLE PACKAGED FOODS COMPANY 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 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. 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. 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. 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. 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. 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. OPERATING COMPANY APPENDIX 072 TAXDIP FOR SALARIED EMPLOYEES OF CASTLE & COOKE HOMES CASTLE & COOKE PROPERTIES AND LANAI COMPANY 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 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. 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. 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. 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. 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. 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. OPERATING COMPANY APPENDIX 073 TAXDIP FOR SALARIED EMPLOYEES OF DOLE FRESH VEGETABLES 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 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. 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: 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). 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. 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. 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. 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. 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. 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. OPERATING COMPANY APPENDIX 074 TAXDIP FOR SALARIED EMPLOYEES OF WAIALUA SUGAR COMPANY 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 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. 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. 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. 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. 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. 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. OPERATING COMPANY APPENDIX 075 TAXDIP FOR SALARIED EMPLOYEES OF DOLE CITRUS 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 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. 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. 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. 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. 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. 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. OPERATING COMPANY APPENDIX 078 TAXDIP FOR SALARIED EMPLOYEES OF DOLE BAKERSFIELD, INC. 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 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. 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. 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. 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. 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. 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. OPERATING COMPANY APPENDIX 079 TAXDIP FOR HOURLY EMPLOYEES OF DOLE CITRUS 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 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. 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. 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. 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. 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. 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. 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. EX-4.2 3 TRUST AGREEMENT MASTER DEFINED CONTRIBUTION TRUST AGREEMENT by and between DOLE FOOD COMPANY, INC. MELLON BANK, N.A. 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 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 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 EX-4.3 4 AMENDMENT 1995-1 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 EX-5 5 OPINION OF GOODSILL ANDERSON QUINN & STIFEL 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 EX-23.1 6 CONSENT OF ARTHUR ANDERSEN L.L.P. 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 -----END PRIVACY-ENHANCED MESSAGE-----