A&B RETIREMENT PLAN FOR OUTSIDE DIRECTORS
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AMENDMENT NO. 2
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The A&B Retirement Plan for Outside Directors, as amended and restated
effective February 1, 1995, is hereby amended, effective October 25, 2000, as
follows:
1. Section 3.02 is hereby amended by replacing the first paragraph
thereof with the following:
"3.02. CHANGE IN CONTROL. Upon the occurrence of a "Change in Con-
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trol," as defined hereafter, the Plan shall immediately and
automatically terminate. Upon such a termination, the interest of
each Participant shall become due and payable as described in Sec-
tions 3.02(a) and 3.02(b) below; provided, however, that, if the terms
of the Change in Control provide, as a prerequisite to the
consummation of the Change in Control, that A&B's responsibilities
under this Plan are to be assumed by the successor organization, then
the Plan shall not terminate and no lump-sum payment shall be made to
any Participant. For purposes of this provision, a "Change in
Control" shall mean a change in control of A&B of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), whether or not A&B in fact is required to
comply with Regulation 14A thereunder; provided that, without limi-
tation, such a change in control shall be deemed to have occurred if:
(i) any "person" (defined, for purposes of this Section 3.02, as
such term is used in Sections 13(d) and 14(d) of the 1934 Act) is or
becomes the "beneficial owner" (defined, for purposes of this Sec-
tion 3.02, as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of A&B representing 35% or more of the com-
bined voting power of A&B's then outstanding securities;
(ii) at least a majority of the Board of Directors of A&B ceases
to consist of (a) individuals who have served continuously on the
Board of Directors of A&B since January 1, 2000 and (b) new directors
(other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including
but not limited to a consent solicitation, relating to the election of
directors of A&B) whose election, or nomination for election by A&B's
shareholders, was approved by a vote of at least two-thirds of the
directors then still in office who shall at that time have served
continuously on the Board of Directors of A&B since January 1, 2000 or
whose election or nomination was previously so approved;
(iii) there is consummated a merger or consolidation of A&B or
any direct or indirect subsidiary of A&B with any other entity, other
than (a) a merger or consolidation immediately following which the
individuals who comprise the Board of Directors of A&B immediately
prior thereto constitute at least a majority of the board of directors
of A&B, the entity surviving such merger or consolidation or any
parent thereof or (b) a merger or consolidation effected to implement
a recapitalization of A&B (or similar transaction) in which no person
is or becomes the beneficial owner, directly or indirectly, of
securities of A&B (not including in the securities beneficially owned
by such person any securities acquired directly from A&B or its
affiliates) representing 35% or more of the combined voting power of
A&B's then outstanding securities; or
(iv) the stockholders of A&B approve a plan of complete
liquidation or dissolution of A&B or there is consummated an agreement
for the sale or disposition by A&B of all or substantially all of
A&B's assets, other than a sale or disposition by A&B of all or sub-
stantially all of A&B's assets to an entity at least a majority of the
board of directors of which or of any parent thereof is comprised of
individuals who comprised the Board of Directors of A&B immediately
prior to such sale or disposition.
Notwithstanding the foregoing, a Change in Control of A&B shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately following
which the holders of the common stock of A&B immediately prior to such
transaction or series of transactions continue to have substantially
the same proportionate ownership in an entity which owns all or
substantially all of the assets of A&B immediately following such
transaction or series of transactions."
2. Except as modified by this Amendment No. 2, all terms and provisions
of the A&B Retirement Plan for Outside Directors shall continue in full force
and effect.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused its authorized
officers to affix the corporate name and seal hereto this 25th day of October,
2000.
ALEXANDER & BALDWIN, INC.
By /s/ John F. Gasher
Its Vice President
By /s/ Alyson J. Nakamura
Its Secretary