A&B EXCESS BENEFITS PLAN
------------------------
AMENDMENT NO. 3
---------------
The A&B Excess Benefits Plan ("Plan"), as amended and restated effective
February 1, 1995, is hereby amended, effective as of April 1, 1998, as follows:
1. Sections 2.06, 2.07 and 2.08 are hereby redesignated as Sections
2.07, 2.08 and 2.09, respectively.
2. A new Section 2.06 is hereby added, as follows:
"2.07. "Beneficiary" means the person or persons designated by
the Participant as such in accordance with the provisions of
Section 4.01(f) and to whom the benefit, if any, provided for in
Section 4.01(e) is payable."
3. The first sentence of Section 4.01(a) is hereby amended in its
entirety to read as follows:
"Except as provided in Section 4.01(e) below, a Participant's pension
benefit under this Plan shall equal one hundred percent of the
difference between the benefit to which the Participant is entitled
under the A&B Retirement Plan determined without regard to limitations
imposed by the Internal Revenue Code (and, with respect to
Participants listed in Appendix A to this Plan, without regard to
amendments in the benefit formula after December 31, 1988, unless such
amendment would produce a higher benefit) and the benefit to which the
Participant is entitled under such plan determined after giving effect
to those limitations."
4. Section 4.01(b) is hereby amended in its entirety to read as follows:
"(b) Former Employees of California and Hawaiian Sugar Company.
---------------------------------------------------------
Notwithstanding the terms of Section 4.01(a) above and Section 4.01(e)
below, the benefit payable to a Participant (or Participant's
Beneficiary) under this Plan shall be reduced by the amount of any
benefit payable to such Participant (or Beneficiary) under the
California and Hawaiian Sugar Company Supplemental Retirement Plan."
5. Section 4.01(c) is hereby amended in its entirety to read as follows:
"(c) Payment of Pension Benefits Other Than Death Benefits. A
-----------------------------------------------------
Participant's pension benefit under this Plan, other than the benefits
described in Sections 4.01(d) or (e) below, shall be a lump sum
payment, payable upon the earlier of termination of employment or
retirement, which equals the greater of the amounts determined under
paragraph (1) and paragraph (2):
(1) An amount which is the Actuarial Equivalent of the
benefit described in paragraphs (a) and (b) above.
(2) An amount which is the before-tax equivalent of the
lower of two quotations obtained by the Administrator from insurance
companies for the cost of a lifetime annuity that provides after-tax
monthly benefits equivalent to those that a Participant would receive
under this Plan if this Plan allowed monthly payments of the pension
benefits hereunder."
6. A new Section 4.01(e) is hereby added, as follows:
"(e) Entitlement to Alternate Death Benefits. In the event that
---------------------------------------
a Participant dies prior to retirement, or prior to termination of
employment, such Participant's Beneficiary shall be entitled to a
death benefit determined as provided in Sections 4.01(e)(1), (2) and
(3) in lieu of any other benefit provided by this Plan.
(1) The amount of the benefit provided by this
Section 4.01(e) shall equal the lump sum payment, if any, to which the
Participant would have been eligible if he/she had retired, or
terminated employment, immediately prior to his/her death.
(2) The amount in Section 4.01(e)(1) above shall be
determined by assuming the Participant did not elect any optional form
of payment under the A&B Retirement Plan.
(3) Payment of this benefit shall be made in a lump sum
payment to the Beneficiary as soon as practicable after the death of
the Participant."
7. A new Section 4.01(f) is hereby added, as follows:
"(f) Beneficiary Designation. Each Participant shall, at the
-----------------------
time he/she becomes a Participant, designate one or more persons as
his/her Beneficiary for purposes of Section 4.01(e). The designation
shall be made in the form prescribed by the Administrator and shall
become effective when filed with the Administrator. A Participant may
from time to time change his/her Beneficiary by filing a new
designation form with the Administrator. Should the Participant die
without having any effectively-designated surviving Beneficiary, then
the Beneficiary shall be the spouse of the Participant, if then
living. If there is no surviving spouse, then the Beneficiary shall
be the Participant's children then living. If there are no living
children, then the Beneficiary shall be the estate of the
Participant."
8. 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
to be executed on its behalf by its duly authorized officers on this 23rd day
of April, 1998.
ALEXANDER & BALDWIN, INC.
By /s/ Miles B. King
Its Vice President
By /s/ Alyson J. Nakamura
Its Assistant Secretary