AMENDMENT TO EMPLOYMENT AGREEMENT
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AMENDMENT (this 'Amendment'), dated as of October 22, 1998, to
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the Employment Agreement (the 'Employment Agreement') by and between
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Alexander &Baldwin, Inc., a Hawaii corporation ('A&B'), and Robert J. Pfeiffer
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(the 'Executive'), dated as of July 27, 1998.
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WHEREAS, effective July 27,1998, A&B and the Executive entered
into the Employment Agreement which provided, among other things, for the
Executive to serve as Chairman of the Board, President and Chief Executive
Officer of A&B, and as Chairman of the Boards of Directors of A&B's principal
subsidiaries, Matson Navigation Company, Inc. ('Matson'), A&B-Hawaii, Inc.
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('ABHI'), California and Hawaiian Sugar Company, Inc. ('C&H') and A&B
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Properties, Inc. ('A&B Properties'); and
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WHEREAS, among the Executive's goals in entering into the
Employment Agreement were the mentoring of senior executives of A&B and its
subsidiaries and working with the Board of Directors of A&B (the 'Board') to
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identify a successor Chief Executive Officer in the event that John C.
Couch was unable to return to his prior positions as Chairman of the Board,
President and Chief Executive Officer of A&B; and
WHEREAS, on October 22, 1998, the Board, acting, with the
assistance of the Executive, appointed a successor President and Chief
Executive Officer of A&B; and
WHEREAS, in light of the fact that the Executive, on October 22,
1998, voluntarily relinquished the positions of President and Chief Executive
Officer of A&B and Chairman of the Board of Directors of A&B Properties, while
continuing to serve as Chairman of the Boards of Directors of A&B, Matson,
ABHI and C&H, A&B and the Executive desire to amend the Employment Agreement
in certain respects.
NOW, THEREFORE, A&B and the Executive agree to amend the
Employment Agreement as follows:
1. Position and Duties. (a) Section 2(b) of the Employment
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Agreement is hereby amended by deleting subsection (i) thereof in its
entirety and inserting in lieu thereof the following:
'(i) During the Term, the Executive shall serve as Chairman of the Board
of A&B, and he shall have such duties and responsibilities consistent with
such position as may be assigned to him from time to time by the Board.
Among such duties and responsibilities shall be the mentoring of senior
executives of A&B and its subsidiaries. During the Term, the Executive
shall also serve as Chairman of the Boards of Directors of Matson, ABHI
and C&H (for so long as A&B shall hold a controlling interest in C&H).'
(b) Section 2(b) of the Employment Agreement is hereby amended
by deleting from subsection (ii) thereof the first sentence and inserting in
lieu thereof the following:
'During the Term and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to devote such
attention and time during normal business hours as shall be reasonably
necessary to perform his duties hereunder.'
2. Miscellaneous. (a) This Amendment constitutes a written
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amendment to the Employment Agreement executed by the parties thereto
as contemplated by Section 7(a) of the Employment Agreement.
(b) The captions of this Amendment are not part of the
provisions hereof and shall have no force or effect.
(c) This Amendment shall be governed by and construed in
accordance with the laws of the State of Hawaii, without reference to
principles of conflicts of laws.
(d) This Amendment may be executed in counterparts, each of
which together shall constitute one and the same instrument.
3. Full Force and Effect. The Employment Agreement, as
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amended by this Amendment, shall remain in full force and effect. In addition,
as provided in Section 2(a) of the Employment Agreement, all of the Executive's
and A&B's rights and obligations under the Second Amended and Restated
Employment Agreement dated as of October 25, 1990 between the Executive and A&B
shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by A&B
and the Executive on this 10th day of December, 1998, effective as of October
22, 1998.
ALEXANDER & BALDWIN, INC.
By: /s/ Charles M. Stockholm
Name: Charles M. Stockholm
Title: Chairman, Compensation and
Stock Option Committee
/s/ Robert J. Pfeiffer
ROBERT J. PFEIFFER
Employment Agreement - Alexander & Baldwin Inc. and Robert J. Pfeiffer
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