exh-excess.htm


    


      A&B EXCESS BENEFITS
PLAN

      Amended
and Restated Effective January 1, 2008

      


      


      ARTICLE
I

      


      ESTABLISHMENT
AND PURPOSE

      


                            1.01.  Establishment
of Plan.  Alexander &
Baldwin, Inc. hereby establishes an excess benefits/top hat plan for certain
eligible executives. 

      


                            1.02.  Purpose
of Plan.  It is the purpose
of this Plan to provide certain eligible executives with benefits equal to the
benefits they would receive under the A&B Retirement Plan, the Matson
Retirement Plan for Salaried Employees and the A&B Profit Sharing Plan if
certain changes had been made to those plans.  The Plan is intended to
be exempt from the participation, vesting, funding, and fiduciary requirements
of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),
pursuant to Sections 201(2), 301(3) and 401(1) of ERISA. 

      


      ARTICLE
II

      


      DEFINITIONS

      


      The
following terms have the meanings indicated:

      


                            2.00.  “Actuarial
Equivalent” means a form of benefit differing in time period, or manner of
payment from a specified benefit provided in the Plan, but having the same
present value when determined in accordance with generally accepted actuarial
practice and the rules contained in Appendix C of this Plan.

      


                            2.01. 
“A&B”
means Alexander & Baldwin, Inc., a Hawaii corporation. 

      


                            2.02.  “A&B Master
Trust Agreement” means the Alexander & Baldwin, Inc. Retirement and Pension
Trust Agreement, as amended from time to time.

      


                            2.03.  “A&B
Retirement Plan” means the Alexander & Baldwin, Inc. Retirement Plan for
Salaried Employees or the Matson Retirement Plan for Salaried Employees, as each
may be amended from time to time.

      


                            2.04.  “A&B Profit
Sharing Plan” means the Alexander & Baldwin, Inc. Profit Sharing Retirement
Plan, as amended from time to time.

      


                            2.05.  “Administrator”
means the person specified in Section 5.01.

      


                            2.06.  “Beneficiary”
means the person or persons designated by the Participant as such in accordance
with the provisions of Section 4.01(e) and to whom the benefit, if any, provided
for in Section 4.01(d) is payable.

      


                            2.07.  “Board of
Directors” means the Board of A&B.

      


                            2.08.  “Code” means the
Internal Revenue Code of 1986, as amended.

      


                            2.09.  “Committee” means
the Compensation Committee of the Board of Directors.

      


                            2.10. 
“Employer”
means A&B or the entity for whom services are performed and with
respect to whom the legally binding right to compensation arises, and all
entities with whom A&B would be considered a single employer under Section
414(b) of the Code; provided that in applying Section 1563(a)(1), (2), and (3)
of the Code for purposes of determining a controlled group of corporations under
Section 414(b) of the Code, the language “at least 50 percent” is used instead
of “at least 80 percent” each place it appears in Section 1563(a)(1), (2), and
(3) of the Code, and in applying Treasury Regulation § 1.414(c)-2 for purposes
of determining trades or businesses (whether or not incorporated) that are under
common control for purposes of Section 414(c) of the Code, “at least 50 percent”
is used instead of “at least 80 percent” each place it appears in Treasury
Regulation § 1.414(c)-2; provided, however, “at least 20 percent” shall replace
“at least 50 percent” in the preceding clause if there is a legitimate business
criteria for using such lower percentage.

      


                            2.11.  “Fair Market
Value” means, with respect to the per share valuation of A&B common stock on
any relevant date, the mean between the highest and lowest selling prices per
share of A&B common stock on such date, as quoted on the Nasdaq
National Market or the NYSE (or any successor system), as
applicable.  Should A&B common stock become traded on a
national securities exchange, then the Fair Market Value per share shall be the
mean between the highest and lowest selling prices on such exchange on the date
in question, as such prices are quoted on the composite tape of transactions on
such exchange.  If there is no reported sale of A&B common stock
on the Nasdaq
National Market or the NYSE (or any successor system), as applicable, on
the date in question, then the Fair Market Value shall be the mean between the
highest and lowest selling prices on the Nasdaq National Market or
the NYSE (or any successor system), as applicable, on the last preceding
date for which such quotation exists.

      


                            2.12.  “Identification
Date” means each December 31.

      


                            2.13.  “Key Employee”
means a Participant who, on an Identification Date, is:

      


                                      (i) 
An officer of A&B having annual compensation greater than the compensation
limit in section 416(i)(1)(A)(i) of the Code, provided that no more than fifty
officers of A&B shall be determined to be Key Employees as of any
Identification Date;

      


                                      (ii)  A
five percent owner of A&B; or

      


                                      (iii) 
A one percent owner of A&B having annual compensation from A&B of more
than $150,000.

      


                            If
a Participant is identified as a Key Employee on an Identification Date, then
such Participant shall be considered a Key Employee for purposes of the Plan
during the period beginning on the first April 1 following the Identification
Date and ending on the next March 31.  For purposes of this Section
2.13 only and for determining whether a Participant is a Key Employee, “A&B”
shall mean A&B and its affiliates that are treated as a single employer
under Section 414(b) or (c) of the Code, and for purposes of determining whether
a Participant is a Key Employee, Treasury Regulation § 1.415(c)-2(d)(4) shall be
used to calculate compensation.

      


                            2.14.  “Participant”
means an eligible employee selected by the Administrator pursuant to Section
3.02.

      


                            2.15.  “Plan” means this
A&B Excess Benefits Plan, as amended from time to time.

      


                            2.16.  “Section 16
Insider” means any Participant who is, at the time of the relevant determination
or was at any time within the immediately preceding six (6) months, an officer
or director of A&B subject to the short-swing profit restrictions of Section
16(b) of the Securities Exchange Act of 1934, as amended.

      


                            2.17.  “Separation from
Service” means termination of employment with the Employer, other than due to
death.  A Participant shall be deemed to have experienced a Separation
from Service if the Participant’s service with the Employer is reduced to an
annual rate that is less than fifty percent of the services rendered, on
average, during the immediately preceding three full years of employment with
the Employer (or if employed by the Employer less than three years, such lesser
period).

      


      ARTICLE
III

      


      ELIGIBILITY
AND PARTICIPATION

      


                            3.01.  Eligibility.  Any employee of
A&B who is a participant in the A&B Retirement Plan or the A&B
Profit Sharing Plan and who is highly compensated or who is one of a select
group of management employees shall be eligible to participate in this
Plan.  However, any Employee who first became eligible to participate
in the A&B Retirement Plan on or after January 1, 2008 shall not be eligible
for any benefits described in the Plan, including, but not limited to those
benefits described in Section 4.01 of the Plan.  

      


                            3.02.  Participation.  Participants in
this Plan shall be any eligible employees who have been assigned at least three
hundred and fifty (350) accountability points under A&B’s job evaluation
program.  In addition, the Administrator shall have the exclusive and
unfettered discretion to select additional Plan Participants from among eligible
employees.  A Participant in this Plan shall remain as such until the
date he/she ceases to satisfy the participation requirements in the first
sentence of this Section 3.02, until the date upon which the Participant
experiences a Separation from Service for any reason or until such earlier time
as may be specified by the Administrator.

      


      ARTICLE
IV

      


      BENEFITS

      


                            4.01.  Pension
Benefits.  

      


                                      (a) 
Entitlement
to Pension Benefits.  Except as
provided in Section 4.01(d) 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 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.  For
the purpose of this Plan, the benefit to which the Participant is entitled under
the A&B Retirement Plan shall be determined by including as part of the
Participant’s monthly compensation all deferred base salary and all deferred
incentive awards under the A&B One-Year Performance Improvement Incentive
Plan and the A&B Annual Incentive Plan.  

      


                                      (b) 
Payment
of Pension Benefits Other Than Death Benefits.   A
Participant’s vested pension benefit under this Plan, other than the benefits
described in Sections 4.01(c) or (d) below, shall be a lump sum payment, payable
within 60 days following Participant’s Separation from Service, 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
paragraph (a) 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 an
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.

      


                            Notwithstanding
any other provision in this Article IV to the contrary, any distribution
scheduled to be made upon Separation from Service to a Participant who is
identified as a Key Employee as of the date he or she experiences a Separation
from Service shall be delayed for a minimum of six months following the
Participant’s Separation from Service.  Any payment to a Key Employee
delayed under this Section 4.01(b) shall be made on the first business
day after the six-month anniversary of the Participant’s Separation from
Service and such payment shall be credited with interest at a rate computed using 120% of the
short-term applicable federal rate for a semi-annual compounding period under
Code Section 1274(d), applicable for the month in which the Participant’s
Separation from Service occurs, provided that such interest rate shall not
exceed 120% of the long-term applicable federal interest rate under Code Section
1274(d). The identification of a Participant as a Key Employee shall
be made by A&B, in its sole discretion, in accordance with Section 2.13 of
the Plan and sections 416(i) and 409A of the Code and the regulations
promulgated thereunder.  

      


                            In
the event that a Participant, who is also a Key Employee, dies prior to the
expiration of the six-month delay period described in this Section 4.01.(b), the
benefit which would have been otherwise distributed to the deceased Participant
shall be distributed to the Participant’s Beneficiary within 60 days following
the Participant’s death.  A&B retains the sole discretion to
determine when during the 60-day period the payment will be made.

      


                                      (c) 
Select
Benefits Provided to Retired Former Employees of California and
Hawaiian Sugar Company.

      


                                                 (1) 
Prior to the closing of the transactions contemplated by the Asset Purchase
Agreement by and among California and Hawaiian Sugar Company, Inc.,
A&B-Hawaii, Inc., McBryde Sugar Company, Limited, and Sugar Acquisition
Corporation, and the Stock Sale Agreement by and between California and Hawaiian
Sugar Company, Inc. and Citicorp Venture Capital, Ltd. (the “Closing Date”), all
other provisions of the Plan notwithstanding, the retired former employees of
California and Hawaiian Sugar Company who are listed in Appendix B of this Plan
shall be eligible to receive the benefits shown in Appendix B, and no other
benefits shall be paid to such retired former employees under the provisions of
this Plan.  Payment of these benefits shall be according to the terms
shown in Appendix B, and no other provisions of this Plan shall affect the
amount or the form of payment of these benefits.

      


                                                 (2) 
As of the Closing Date, all other provisions of this Plan notwithstanding, the
obligation of this Plan to pay any benefit shown in Appendix B to the retired
former employees of California and Hawaiian Sugar Company, Inc. listed in
Appendix B shall cease, and the obligation to pay such benefits, with respect to
any period on and after such date, is assumed by Sugar Acquisition
Corporation.

      


                                      (d) 
Entitlement
to Alternate Death Benefits.  In the event that
a Participant dies prior to a Separation from Service, such Participant’s
Beneficiary shall be entitled to a death benefit determined under this Section
4.01(d) in lieu of any other benefit provided by this Plan.

      


                                                 (1) 
The amount of the benefit provided by this Section 4.01(d) shall equal the lump
sum payment, if any, to which the Participant would have been eligible if he/she
had experienced a Separation from Service, immediately prior to his/her
death.

      


                                                 (2) 
The amount in Section 4.01(d)(1) above shall be determined by assuming the
Participant elected a single life annuity 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; provided, however,
that such payment shall not be made later than 60 days following the
Participant’s death.  A&B retains the sole discretion to determine
when during the 60-day period the payment will be made.  A Beneficiary
may not, under any circumstances, change the time and form of the payment of
this benefit.

      


                                      (e) 
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(d).  The
designation shall be made in the form prescribed by the Administrator and shall
become effective when filed with the Administrator.  The form must be received
by A&B prior to the Participant’s death.  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.

      


                            4.02.  Defined
Contribution Benefits. 

      


                                      (a) 
Entitlement
to Defined Contribution Benefits.  A Participant’s
defined contribution benefit under this Plan shall equal the balance to the
Participant’s credit in the account maintained under Section 4.03. 

      


                                                 No
amount shall be credited to a Participant’s account for a year unless the
Participant is a participant in the A&B Profit Sharing Plan for that
year.

      


                                      (b) 
Payment
of Defined Contribution Benefits.  Except as
provided in the next sentence, a Participant’s defined contribution benefits
shall be paid in a lump sum as soon as practicable following the Participant’s
Separation from Service; provided, however, that such payment shall not be made
later than 60 days following the Participant’s Separation from
Service.  A&B retains the sole
discretion to determine when during the 60-day period the payment will be
made.  Notwithstanding any other provision in this Article IV
to the contrary, any distribution scheduled to be made upon Separation from
Service to a Participant who is identified as a Key Employee as of the date he
or she experiences a Separation from Service shall be delayed for a minimum of
six months following the Participant’s Separation from Service.  Any
payment to a Key Employee delayed under this Section 4.02 shall be made, with
interest computed at the rate set forth in Section 401(b) of this Plan, on the first business day after the six-month
anniversary of the Participant’s Separation from Service.  The
identification of a Participant as a Key Employee shall be made by A&B in
accordance with Section 2.13 of the Plan and Sections 416(i) and 409A of the
Code and the regulations promulgated thereunder.  

      


                            4.03.  Maintenance
of Accounts.  The Administrator
shall establish and maintain an individual account for each
Participant.  The Administrator shall annually credit to a
Participant’s account as of the end of each year an amount equal to the
difference between (i) the employer contribution and forfeitures that would have
been allocated to such Participant’s account under the A&B Profit Sharing
Plan with respect to such year were such allocation to be made without regard to
the limitations of Code Sections 401(a)(17) and 415 and (ii) the amount actually
allocated to such Participant’s account after having taken such limitations into
account.  For the purposes of this Plan, the benefit to which the
Participant is entitled under the A&B Profit Sharing Plan shall be
determined by including as part of the Participant’s compensation all deferred
base salary.  Subject to the provisions stated below, and pursuant to
procedures determined by the Committee, or by the committee or individual(s) to
which such authority is delegated, the Participant may make an election
(“Conversion Election”) to have all or any portion of the amount that is
credited to his/her account, converted into common stock-equivalent units which
will be valued from time to time on the basis of the Fair Market Value of
A&B common stock.

      


                            From
time to time, the value of each account shall be adjusted to reflect an
investment return on the balance credited to such account, and such value and
adjustments periodically shall be communicated to each
Participant.  Such periodic valuation shall be made as
follows:

      


                                      (a) 
Cash
Balance. The portion of the Participant’s account valued in cash shall be
credited with interest, compounded annually, at an annual rate equal to 1% above
the New York Federal Reserve Bank discount rate in effect as of the date
interest is computed and credited.  Interest shall be computed and
credited as of such date and on such account balance as specified by the
Administrator.  In the absence of such specifications, interest shall
be credited and computed as of January 1 of each year on the balance of the
account on the preceding January 1 or, if payments have been made out of an
account during the preceding year, on the average balance of that account during
the preceding year.  

      


                       (b) 
Common
Stock-Equivalent Units 

      


                                                 (1) 
The common stock-equivalent units will be credited, at the time dividends are
paid on outstanding shares of A&B common stock, with an amount
(“dividend-equivalent credits”) equal to the dividends which otherwise would be
paid if the number of common stock-equivalent units in the Participant’s account
were actually outstanding shares of A&B Common Stock.

      


                                                 (2) 
Dividend-equivalent credits will be applied in the manner of a dividend
reinvestment plan to purchase additional common stock-equivalent units valued at
Fair Market Value on the applicable dividend payment date.

      


                                                 (3) 
Pursuant to procedures determined by the Committee, or by the committee or
individual(s) to which such authority is delegated, a Participant may elect to
have all or a portion of the Participant’s common stock-equivalent units
converted into cash on the basis of the Fair Market Value (at date of
conversion) of the shares of A&B common stock represented by such units;
provided, however, that Participants may not make such an election if they are
Section 16 Insiders at the time of such election.  Any portion so
converted to cash shall begin to earn interest in accordance with paragraph (a)
above, and shall stop earning dividend-equivalent credits.

      


                                                 (4) 
Any common stock-equivalent units credited to a Participant’s account shall
automatically be converted into cash, on the basis of the Fair Market Value (at
the date of conversion) of the shares of A&B common stock represented by
such units, upon the Participant’s Separation from Service with A&B for any
reason.  Any amounts so converted to cash shall begin to earn interest
in accordance with paragraph (a) above.

      


                            The
account of each Participant shall be entered on the employer’s books as a
liability, payable when due out of general assets.  Participant
accounts shall not be funded by any trust or insurance contract; nor shall any
assets be segregated or identified with any such account; nor shall any property
or assets be pledged, encumbered, or otherwise subjected to a lien or security
interest for payment of benefits.

      


                            4.04.  Vesting
of Benefits.  Except as
otherwise provided in Section 6.02(a), all pension benefits under Section 4.01
of the Plan shall be contingent and forfeitable unless and until they vest in
accordance with the vesting provisions of the A&B Retirement Plan, and all
defined contribution benefits under Section 4.02 of the Plan shall be contingent
and forfeitable unless and until they vest in accordance with the vesting
provisions of the A&B Profit Sharing Plan that are applicable to the
Participant’s profit sharing account.

      


      ARTICLE
V

      


      ADMINISTRATION
OF THE PLAN

      


                            5.01.  Administrator.  The plan
administrator of the A&B Retirement Plan shall be the “Administrator” of
this Plan.  The Administrator shall have full authority to administer
the Plan.  The Administrator shall have all of the powers granted by
the A&B Retirement Plan or the A&B Master Trust Agreement to the plan
administrator of the A&B Retirement Plan, and shall be subject to the same
selection procedures and limitations of authority.  The Administrator
shall employ the same claims procedure applicable under the A&B Retirement
Plan.

      


                            5.02.  Authority.  In
determining whether to approve or deny any claim or any appeal from a denied
claim, the Administrator shall exercise its discretionary authority to interpret
the Plan and the facts presented with respect to the claim, and its
discretionary authority to determine eligibility for benefits under the
Plan.  Any approval or denial shall be final and conclusive upon all
persons.

      


                            5.03.  Exhaustion
of Remedies.  No action at law or equity shall be brought to
recover benefits under the Plan unless the action is commenced within three (3)
years after the occurrence of the loss for which a claim is
made.  Except as required by applicable law, no action at law or
equity shall be brought to recover a benefit under the Plan unless and until the
claimant has: (a) submitted a claim for benefits, (b) been notified by the
Administrator that the benefits (or a portion thereof) are denied, (c) filed a
written request for a review of denial with the Administrator, and (d) been
notified in writing that the denial has been affirmed. 

      


      ARTICLE
VI

      


      AMENDMENT
AND TERMINATION

      


                            6.01.  Authority
of the Committee.  The right to
amend, modify, partially terminate, or completely terminate this Plan shall be
reserved to the Committee.  However, no amendment, modification or
termination shall reduce retroactively the accrued benefits of any Participant
under this Plan.

      


                            6.02.  Change in
Control. 

      


                                      (a) 
Termination,
Vesting and Payment.  Upon the
occurrence of a Change in Control, as defined in Section 6.02(b), the Plan shall
immediately and automatically terminate.  Upon such a termination, the
interest of each Participant employed by A&B with respect to which the Plan
has been terminated shall become non-forfeitable and immediately due and
payable.  Each such Participant shall receive, within thirty days of
such termination, a lump sum payment in an amount equal to the sum of (i) the
balance of his or her individual account as described in Sections 4.02 and 4.03
and (ii) an amount which is the Actuarial Equivalent of the benefits defined in
Sections 4.01 of this Plan determined as of the date of the Change in
Control.  If the terms of such Change in Control provide, as a
prerequisite to the consummation of the Change in Control, that the employer
responsibilities under this Plan are to be assumed by the successor
organization, then the Plan shall not terminate and no lump sum payment shall be
made to any Participant.  In any such case, however, the interest of
each Participant shall become non-forfeitable at the date of such Change in
Control.  

      


                                      (b)  Definition
of Change in Control.  For purposes
of this Section 6.02, a “Change in Control” means a “change of
control” of A&B as defined in Section 409A of the Code and the final
regulations and any guidance promulgated thereunder.

      


      ARTICLE
VII

      


      MISCELLANEOUS
PROVISIONS

      


                            7.01.  Benefits
Non-Assignable.  No Participant or
Beneficiary, or any other person having or claiming to have any interest of any
kind or character in or under this Plan or in any payment therefrom shall have
the right to sell, assign, transfer, convey, hypothecate, anticipate, pledge or
otherwise dispose of such interest (except for a qualified domestic relations
order); and to the extent permitted by law, such interest shall not be subject
to any liabilities or obligations of the Participant or to any bankruptcy
proceedings, creditor claims, attachment, garnishments, execution, levy or other
legal process against such Participant or his or her
property.  

      


                            7.02.  Controlling
Law.  This Plan shall
be construed, administered, and governed in all respects in accordance with the
laws of the State of Hawaii except as otherwise provided in
ERISA.  The Plan shall also be construed in a manner that is
consistent and compliant with Section 409A of the Code, and any regulations
promulgated thereunder.  Any provision that is noncompliant with
Section 409A of the Code is void or deemed amended to comply with Section 409A
of the Code.  A&B does not guarantee or warrant the tax
consequences of the Plan, and the Participants shall in all cases be liable with
respect to any taxes due under the Plan.  

      


                            7.03.  Not an
Employment Contract.  The adoption and
maintenance of this Plan shall not be deemed to confer on any Participant any
right to continue in the employ of A&B, and shall not be deemed to interfere
with the right of A&B to discharge any person, with or without cause, or
treat any person without regard to the effect that such treatment might have on
the person as a Plan Participant.  

      


                            7.04.  Gender
and Number.  Any masculine
pronouns used herein shall refer to both men and women, and the use of any term
herein in the singular may also include the plural unless otherwise indicated by
context.  

      


                            7.05.  Severability.  If any provision
of this Plan is held invalid or unenforceable by a court of competent
jurisdiction, all remaining provisions shall continue to be fully effective.


      


                            7.06.  Binding
Agreement.  This Plan shall
be binding upon and inure to the benefit of A&B, its successors and assigns,
and the Participants and their heirs, executors, administrators and legal
representatives.

      


      ARTICLE
VIII

      


      ADOPTION
BY SUBSIDIARIES

      


      Any
subsidiary of A&B that has adopted either the A&B Retirement Plan or the
A&B Profit Sharing Plan may adopt this Plan for the benefit of its employees
when one of its employees has been selected as a participant by the
Administrator.  Such adoption shall be authorized by a resolution of
the Board of Directors of such subsidiary.  In the event of such
adoption of the Plan by a subsidiary of A&B, the Administrator shall serve
as agent of the subsidiary in administering the Plan.  All power to
amend, modify, or terminate the Plan shall continue as the unfettered
prerogative of the Committee.

      


      [Signatures
on following page]



      IN
WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Restatement to be
executed on its behalf by its duly authorized officers, effective as of January
1, 2008.

      


      


      ALEXANDER
& BALDWIN, INC.

      


      By:  /s/
Son-Jai Paik

      Its Vice
President

      


      By:  /s/
Alyson J. Nakamura

      Its
Secretary

      




      APPENDIX
A

      


      Participants
Referred to in

      Section
4.01(a)

      


      


      


      1.  R.
F. Cameron

      2.  J.
C. Couch

      3. R.
J. Donohue

      4. F.
L. Fleischmann

      5. A.
J. Haskell

      6.  G.
S. Holaday

      7.  M.
J. Marks

      8.  G.
Y. Nakamatsu

      9.  G.
J. North

      10.  G.
R. Rogers

      11.  R.
K. Sasaki

      12.  D.
P. Scott



      APPENDIX
B

      


      


      
        
          	 
      	 	 	 	 
      	 
      	 	
                  Fixed

                	 	 	 	 	 
      	 	 	 	 
      	 
      	 	 	 
	
                  Participant’s
      Name

                	
                  Date
      of

                	 	
                  Monthly

                	 	 	
                  Variable

                	 	
                  Spouse’s
      Name

                	
                  Date
      of

                	 	
                  Monthly

                	 
	
                  First

                	 	
                  MI

                	 	
                  Last

                	
                  Birth

                	 	
                  Benefit

                	 	 	
                  Units

                	 	
                  First

                	 	
                  MI

                	 	
                  Last

                	
                  Birth

                	 	
                  Benefit**

                	 
	 
      	 	 	 	 
      	 
      	 	 	 	 	 	 	 
      	 	 	 	 
      	 
      	 	 	 
	
                  Edwin

                	 	 	R.	 	
                  Duncan

                	
                  4/08/20

                	 	 	396.36	 	 	 	 	
                  Jean

                	 	 	K.	 	
                  Duncan

                	
                  4/02/19

                	 	 	66
      2/3	%
	
                  Harry

                	 	 	J.	 	
                  Fitzgerald

                	
                  10/26/19

                	 	 	358.58	 	 	 	 	
                  Kathryn

                	 	 	T.	 	
                  Fitzgerald

                	
                  5/16/26

                	 	 	50	%
	
                  Donald

                	 	 	W.	 	
                  Hare

                	
                  5/14/19

                	 	 	748.20	 	 	 	 	
                  Dorothy

                	 	 	P.	 	
                  Hare

                	
                  5/21/19

                	 	 	66
      2/3	%
	
                  Lawrence

                	 	 	A.	 	
                  Lindsay

                	
                  2/25/25

                	 	 	786.04	 	 	 	 	
                  Rita

                	 	 	A.	 	
                  Lindsay

                	
                  4/05/25

                	 	 	66
      2/3	%
	
                  Neil

                	 	 	L.	 	
                  Pennington
      (d)

                	
                  5/12/23

                	 	 	613.16	 	 	 	 	
                  Frances

                	 	 	M.	 	
                  Pennington

                	
                  5/28/25

                	 	 	66
      2/3	%
	
                  Frederick

                	 	 	W.	 	
                  Schwer

                	
                  4/26/19

                	 	 	228.40	 	 	 	 	
                  Christine

                	 	 	W.	 	
                  Schwer

                	
                  8/14/18

                	 	 	66
      2/3	%
	
                  Lawson

                	 	 	U.	 	
                  Williams

                	
                  1/01/19

                	 	 	350.33	 	 	 	 	
                  Mildred

                	 	 	A.	 	
                  Williams

                	
                  7/03/20

                	 	 	66
      2/3	%
	
                  Emmett

                	 	 	V.	 	
                  Donovan
      (d)

                	
                  11/06/18

                	 	 	304.05	 	 	 	 	
                  June

                	 	 	 	 	
                  Donovan

                	
                  6/10/22

                	 	 	66
      2/3	%
	
                  Edward

                	 	 	F.	 	
                  Harder
      (d)

                	
                  1/07/19

                	 	 	605.28	 	 	 	 	
                  Bette

                	 	 	 	 	
                  Harder

                	
                  3/02/20

                	 	 	66
      2/3	%
	
                  Robert

                	 	 	O.	 	
                  Nagle
      (Note 1)

                	
                  2/10/29

                	 	 	1333.50	 	 	 	658.85	 	
                  Louise

                	 	 	H.	 	
                  Nagle

                	
                  2/06/28

                	 	 	100	%
	
                  Robert

                	 	 	O.	 	
                  Nagle
      (Note 2)

                	
                  2/10/29

                	 	 	222.53	 	 	 	658.85	 	
                  Louise

                	 	 	H.	 	
                  Nagle

                	
                  2/06/28

                	 	 	100	%
	
                  Harold

                	 	 	R.	 	
                  Somerset

                	
                  9/25/35

                	 	 	801.30	 	 	 	190.69	 	
                  Jean

                	 	 	M.	 	
                  Somerset

                	
                  10/26/36

                	 	 	66
      2/3	%
	
                  William

                	 	 	H.	 	
                  Stewart

                	
                  9/01/29

                	 	 	156.51	 	 	 	 	 	
                  Margaret

                	 	 	C.	 	
                  Stewart

                	
                  5/23/29

                	 	 	66
      2/3	%
	 
      	 	 	 	 	 
      	 
      	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 
      	 
      	 	 	 	 
	
                  Deferred Vested Participant

                	 
      	 	 	 	 	 	 	 	 	 
      	 	 	 	 	 
      	 
      	 	 	 	 
	
                  Raymond

                	 	 	L.	 	
                  Knecht

                	
                  4/19/48

                	 	 	48.43	 	 	 	 	 	 
      	 	 	 	 	 
      	 
      	 	 	 	 


        

      

      


      *The
fixed monthly benefit payable plus the current value of the variable units are
payable to the participant during the participant’s lifetime except if payment
option is a 66-2/3% (last survivor).  In such case, if either
participant or spouse dies, the survivor will receive 66-2/3% of the fixed
monthly benefit or the current value of the variable units.  The
current value of the variable units shall be determined in the same way such
value is determined under the provisions of the C and H Pension Plan for
Salaried Employees.

       

      **The
monthly benefit equal to the percentage shown multiplied times the participant’s
monthly benefit is payable to the spouse named above after the death of the
participant during the spouse’s lifetime.

       

      
        	
                 
      

              	
                d) 
      Deceased.

              


      

       

      
        	
                 
      

              	
                Note
      1:  The preceding footnotes notwithstanding, this benefit shall not
      be payable to Mr. Nagle or his surviving spouse on or after March 1,
      1994.

              


      

       

      
        	
                 
      

              	
                Note
      2:  The preceding footnotes notwithstanding, this benefit shall only
      be payable to Mr. Nagle or his surviving spouse on or after March 1,
      1994.

              


      

      


      




      APPENDIX
C

      


      Rules For Determining Lump
Sum Benefits

      


      When the
terms of this Plan require the determination of a lump sum payment which is the
Actuarial Equivalent of any other benefit provided by this Plan, the following
rules shall apply to the calculation of such lump sum payment:

      


      
        	
                 
      

              	
                1. 
      The mortality table used shall be the mortality table then in use by the
      A&B Retirement Plan for the purpose of determining lump sum payments
      to participants of such plan who are entitled to such
      payments.

              


      

      


      
        	
                 
      

              	
                2. 
      The discount rate shall be the after-tax equivalent of the discount rate
      then in use by the A&B Retirement Plan for the purpose of determining
      lump sum payments to participants of such plan who are entitled to such
      payments.  The after-tax equivalent rate shall be determined by
      multiplying discount rate in use by the A&B Retirement Plan by the
      excess of 100% over the tax effected marginal tax rate declared by the
      Committee.

              


      

      


      
        	
                 
      

              	
                3. 
      The Committee shall declare the tax effected marginal tax rate at the
      beginning of each calendar year.

              


      

      


      
        	
                 
      

              	
                4. 
      The tax effected marginal tax rate shall apply to lump sum payments made
      at any time during such calendar year and may not be changed during the
      year.

              


      

      


      
        	
                 
      

              	
                5. 
      For a Participant who elects to commence pension benefits from the A&B
      Retirement Plan on the first day of the month following his Separation
      from Service under an annuity form of payment, the lump sum payment shall
      be based on the same annuity form of payment.  For a Participant
      who elects to commence pension benefits from the A&B Retirement Plan
      on the first day of the month following his Separation from Service under
      the lump sum form of payment, the lump sum payment from this Plan shall be
      based on the single life annuity form of payment.  For a
      Participant who does not elect to commence pension benefits from the
      A&B Retirement Plan on the first day of the month following his
      Separation from Service, the lump sum payment shall be based on the single
      life annuity form of payment.

              


      

      


      
        	
                 
      

              	
                6. 
      If the terms of the Plan provide for a benefit such that if it were paid
      as a monthly benefit it could have commenced at more that one future date,
      then for purposes of calculating the lump sum that is the Acturial
      Equivalent of such benefit, it shall be deemed that the benefit would have
      commenced at the earliest possible
date.

              


      

      


      
        	
                 
      

              	
                7. 
      The early retirement reduction factors, if any, used to calculate the lump
      sum which is the Actuarial Equivalent of the benefit provided by the
      provisions of paragraph 6.02(a) as a result of a Change in Control, shall
      be the factors applicable to Participants of the A&B Retirement Plan
      who terminate employment after attaining eligibility for early retirement
      regardless of the Participant’s age as of the Change in Control
      date.