A&B 1985 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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AMENDMENT NO. 2
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The A&B 1985 Supplemental Executive Retirement Plan, as amended and
restated effective February 1, 1995, is hereby amended, effective as of
October 25, 2000, as follows:
1. Section 2.09 is hereby amended in its entirety to read as follows:
"2.09. "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 Regu-
lation 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 Regula-
tion 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 2.09,
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 2.09, 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 com-
bined voting power of its 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 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 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 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 securities 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 disposition 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 immediately prior to such sale or disposi-
tion.
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 subsidiary 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 Plan shall continue in full force and effect.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Amendment
No. 1 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