ALEXANDER & BALDWIN, INC. DEFERRED COMPENSATION PLAN
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AMENDMENT NO. 3
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The Alexander & Baldwin, Inc. Deferred Compensation Plan, effective
August 25, 1994, is hereby amended, effective as of October 25, 2000, as
follows:
1. Section II is hereby amended by replacing the definition of "Change
in Control" in its entirety with the following:
"Change in Control shall mean a change in control of the Company of a
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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 the
Company in fact is required to comply with Regulation 14A thereunder;
provided that, without limitation, such a change in control shall be
deemed to have occurred if:
(i) any "person" (defined, for purposes of Section IX
hereinbelow, 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 Section IX hereinbelow, as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of securities of the Company repre-
senting 35% or more of the combined voting power of the Company's then
outstanding securities;
(ii) at least a majority of the Board ceases to consist of
(a) individuals who have served continuously on the Board 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 the Company)
whose election, or nomination for election by the Company'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 since January 1, 2000 or whose election or
nomination was previously so approved;
(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other entity, other than (a) a merger or consolidation immediately
following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors
of the Company, the entity surviving such merger or consolidation or
any parent thereof or (b) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction)
in which no person is or becomes the beneficial owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such person any securities acquired
directly from the Company or its affiliates) representing 35% or more
of the combined voting power of the Company's then outstanding
securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or sub-
stantially all of the Company's assets, other than a sale or disposi-
tion by the Company of all or substantially all of the Company'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 com-
prised the Board immediately prior to such sale or disposition.
Notwithstanding the foregoing, a Change in Control of the Company
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 the Company
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 the
Company immediately following such transaction or series of
transactions."
2. Except as modified by this Amendment No. 3, all terms and provisions
of the Alexander & Baldwin, Inc. Deferred Compensation Plan 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