A&B EXCESS BENEFITS PLAN
Amendment No. 5
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The A&B Excess Benefits Plan (the "Plan"), as amended and restated effective
February 1, 1995, is hereby amended, effective as of and contingent upon the
closing of the transactions contemplated by the Asset Purchase Agreement dated
as of August 5, 1998, by and among California and Hawaiian Sugar Company, Inc.,
A&B-Hawaii, Inc., XxXxxxx Sugar Company, Limited, and Sugar Acquisition
Corporation, and the Stock Sale Agreement dated as of August 5, 1998, by and
between California and Hawaiian Sugar Company, Inc. and Citicorp Venture
Capital, Ltd., as follows:
1. Section 4.01(d) is hereby amended in its entirety to read as follows:
"(d) SELECT BENEFITS PROVIDED TO RETIRED FORMER EMPLOYEES OF
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CALIFORNIA AND HAWAIIAN SUGAR COMPANY.
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(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., XxXxxxx 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 Company."
IN WITNESS WHEREOF, Alexander & Xxxxxxx, Inc. has caused this Amendment to
be executed on its behalf by its duly authorized officers on this 27th day of
August, 1998.
ALEXANDER & XXXXXXX, INC.
By /s/ Miles X. Xxxx
Its Vice President
By /s/ Xxxxxx X. Xxxxxxxx
Its Assistant Secretary
