A&B EXCESS BENEFITS PLAN
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AMENDMENT NO. 6
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The A&B Excess Benefits Plan (the "Plan"), as amended and restated
effective February 1, 1995, is hereby amended, effective as of October 25,
2000, as follows:
1. Section 6.02(b) is hereby amended in its entirety to read as follows:
"(b) DEFINITION OF CHANGE IN CONTROL. For purposes of this
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Section 6.02, a "Change in Control" of Alexander & Baldwin, Inc. shall
mean a change in control 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 Alexander & Baldwin, Inc. 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 this Section 6.02, 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
Section 6.02, as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of securities of Alexander & Baldwin, Inc. representing
35% or more of the combined voting power of its then outstanding
securities;
(ii) at least a majority of the Board of Directors ceases to
consist of (a) individuals who have served continuously on the Board of
Directors 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
Alexander & Baldwin, Inc.) whose election, or nomination for election
by Alexander & Baldwin, Inc.'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 since
January 1, 2000 or whose election or nomination was previously so
approved;
(iii) there is consummated a merger or consolidation of Alexander &
Baldwin, Inc. or any direct or indirect subsidiary of Alexander &
Baldwin, Inc. with any other entity, other than (a) a merger or
consolidation immediately following which the individuals who comprise
the Board of Directors immediately prior thereto constitute at least a
majority of the board of directors of Alexander & Baldwin, Inc., the
entity surviving such merger or consolidation or any parent thereof or
(b) a merger or consolidation effected to implement a recapitalization
of Alexander & Baldwin, Inc. (or similar transaction) in which no
person is or becomes the beneficial owner, directly or indirectly, of
securities of Alexander & Baldwin, Inc. (not including in the secu-
rities beneficially owned by such person any securities acquired
directly from Alexander & Baldwin, Inc. or its affiliates)
representing 35% or more of the combined voting power of Alexander &
Baldwin, Inc.'s then outstanding securities; or
(iv) the stockholders of Alexander & Baldwin, Inc.
approve a plan of complete liquidation or dissolution of Alexander &
Baldwin, Inc. or there is consummated an agreement for the sale or
disposition by Alexander & Baldwin, Inc. of all or substantially all
of Alexander & Baldwin, Inc.'s assets, other than a sale or disposi-
tion by Alexander & Baldwin, Inc. of all or substantially all of
Alexander & Baldwin, Inc.'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 immediately prior
to such sale or disposition.
Notwithstanding the foregoing, a Change in Control of Alexander &
Baldwin, Inc. 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
Alexander & Baldwin, Inc. immediately prior to such transaction or
series of transactions continue to have substantially the same propor-
tionate ownership in an entity which owns all or substantially all of
the assets of Alexander & Baldwin, Inc. immediately following such
transaction or series of transactions.
A "Change in Control" of a subsidiary of Alexander & Baldwin, Inc.
shall be deemed to have occurred if any "person" is or becomes the
"beneficial owner," directly or indirectly, of securities of such sub-
sidiary representing 35% or more of the combined voting power of its
then outstanding securities. If a Change in Control shall take place
with respect to any company, a Change in Control shall be deemed to
have taken place with respect to any subsidiary of such company."
2. Except as modified by this Amendment, all terms and provisions of the
A&B Excess Benefits Plan shall continue in full force and effect.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Amendment to
be executed on its behalf by its duly authorized officers on this 25th day of
October, 2000.
ALEXANDER & BALDWIN, INC.
By /s/ John F. Gasher
Its Vice President
By /s/ Alyson J. Nakamura
Its Secretary