Related Party Transactions and Outside Related Director Information

Dole Food Company, Inc. (DOL.P)

On December 18, 2002, Dole and David H. Murdock signed a definitive merger agreement (“merger agreement”) pursuant to which Mr. Murdock will acquire the approximately 76% of Dole’s common stock that he and his family do not already own for $33.50 per share in cash. Upon completion of the merger, Dole will become wholly owned by Mr. Murdock through DHM Holding Company, Inc.

Dole has filed with the Securities and Exchange Commission and mailed to its shareholders definitive proxy materials for a special meeting of shareholders to vote on the proposed merger of DHM Acquisition Company, Inc., which is wholly owned by DHM Holding Company, Inc., into Dole. The special meeting is scheduled for March 26, 2003. The merger is conditioned upon, among other things, its approval by shareholders who own a majority of the outstanding shares not already owned by Mr. Murdock or his family, and completion of the financing contemplated by the merger.

It is anticipated that funds necessary to purchase the outstanding shares of Dole will be provided by Mr. Murdock, a bank syndicate and/or institutional investors. Completion of the financing required to complete the transaction and refinance some of Dole’s debt is subject to the execution of definitive loan agreements and the satisfaction of the conditions therein. Such financing is currently expected to consist of $1.125 billion of senior secured credit facilities (currently expected to consist of approximately $825 million of term loan facilities and approximately $300 million of revolving credit facilities, a portion of which revolving credit facilities will be drawn upon on the closing date of the merger) and approximately $475 million of new senior debt securities. Dole announced on March 17, 2003, that it had priced at par $475 million of 8.875% Senior Notes due 2011 (the “2011 Notes”). The 2011 Notes are being offered pursuant to Rule 144A and Regulation S under the Securities Act of 1933. Assuming shareholder approval of the merger agreement and satisfaction of financing conditions, Dole expects that the closing of the offering and the delivery of the 2011 Notes will occur shortly thereafter.

In addition, Dole and Mr. Murdock announced that, assuming the merger receives the required approval by Dole’s shareholders and becomes effective, Dole expects to redeem or retire its 7% Notes due 2003 and 6.375% Senior Notes due 2005, which had outstanding principal balances of $209.8 million and $300 million, respectively, at December 28, 2002. Dole also expects that its 7.25% Senior Notes due 2009 and 7.875% Debentures due 2013 will remain outstanding. Dole intends to modify the Senior Notes due 2009 and Debentures due 2013 to provide for interest rates of 8.625% and 8.75%, respectively, and for substantially the same covenants and subsidiary guarantees as will exist under the Notes. The exact timing of these actions would be dependent on the timing of the merger. Additionally, all outstanding stock options (other than those held by Mr. Murdock) would be settled in cash, upon consummation of the merger. Part of the financing for the going-private transactions is expected to include sale leaseback transactions for our aircraft. Castle and Cooke or one of its subsidiaries may be a participant in such transactions.

Mr. Murdock acquired a controlling interest in Dole in 1985 when Dole (then called Castle & Cooke, Inc.) acquired Flexi-Van Leasing, Inc. Mr. Murdock was named Chairman and Chief Executive Officer of Dole in 1985. Castle & Cooke, Inc. changed its name to Dole Food Company, Inc. in 1991. In 1995, Dole divested most of its non-core real estate by spinning it out into a new company named Castle & Cooke, Inc. In 2000, Mr. Murdock took Castle & Cooke private. Mr. Murdock, the Company’s Chairman and Chief Executive Officer, owns Castle & Cooke as well as a transportation equipment leasing company, a private dining club and a private country club, which supply products and provide services to numerous customers and patrons. During fiscal 2002, 2001 and 2000, Dole paid Mr. Murdock’s companies an aggregate of approximately $4 million, $3 million and $2 million, respectively, primarily for the rental of truck chassis, generator sets and warehousing services. Castle purchased approximately $0.4 million, $0.2 million and $0.3 million of products from Dole in 2002, 2001 and 2000, respectively.

In October 2001, Dole and Castle entered into an agreement to replace an aircraft held 50% by each party. The ownership percentage in the new aircraft is 68% by Dole and 32% by Castle. Under co-ownership agreements, Dole and Castle have agreed that each party would be responsible for the direct costs associated with its use of these aircraft, and that all other indirect costs would be shared in proportion to each party’s ownership percentage. During 2002, 2001 and 2000, Dole’s proportionate share of the direct and indirect costs for these aircraft was $0.9 million, $1.3 million and $1.0 million, respectively. Dole’s Audit Committee and/or Board of Directors have approved all transactions with Mr. Murdock.

Mr. Murdock, a director and executive officer, and Ms. Roberta Wieman, an executive officer, of ours also serve as directors and executive officers of privately-held entities controlled by Mr. Murdock that do not have compensation committees. Any compensation paid by those companies is within the discretion of their respective boards of directors.