ALEXANDER & BALDWIN, INC.
1998 STOCK OPTION/STOCK INCENTIVE PLAN
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AMENDMENT NO. 1
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The Alexander & Baldwin, Inc. 1998 Stock Option/Stock Incentive Plan (the
"Plan") is hereby amended, effective as of October 25, 2000, as follows:
1. The definition of "Change in Control" set forth in the Appendix is
hereby amended in its entirety to read as follows:
"B. CHANGE IN CONTROL shall mean a change in control of a nature
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that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the 1934 Act, whether
or not the Corporation 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 as such term is used in Sections
13(d) and 14(d) of the 1934 Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
securities of the Corporation representing 35% or more of the combined
voting power of the Corporation'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
Corporation) whose election, or nomination for election by the
Corporation'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
Corporation or any direct or indirect subsidiary of the Corporation
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 Corporation, the entity surviving such merger or
consolidation or any parent thereof or (b) a merger or consolidation
effected to implement a recapitalization of the Corporation (or
similar transaction) in which no person is or becomes the beneficial
owner, directly or indirectly, of securities of the Corporation (not
including in the securities beneficially owned by such person any
securities acquired directly from the Corporation or its affiliates)
representing 35% or more of the combined voting power of the
Corporation's then outstanding securities; or
(iv) the stockholders of the Corporation approve a plan of
complete liquidation or dissolution of the Corporation or there is
consummated an agreement for the sale or disposition by the
Corporation of all or substantially all of the Corporation's assets,
other than a sale or disposition by the Corporation of all or substan-
tially all of the Corporation'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 disposition.
Notwithstanding the foregoing, a Change in Control of the Corporation
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 Corporation
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
Corporation immediately following such transaction or series of
transactions."
2. Except as modified by this Amendment, all the terms and provisions
of the Alexander & Baldwin, Inc. 1998 Stock Option/Stock Incentive 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