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Exhibit 2
FIRST AMENDMENT TO
STOCKHOLDERS' AGREEMENT
THIS FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT is dated as of September
21, 1999 for, reference purposes only, by and among PBOC Holdings, Inc., a
Delaware corporation (the "Company"), and the Trustees of the Estate of Bernice
Pauahi Bishop, a trust organized under the laws of Hawaii ("Bishop"), BIL
Securities (Offshore) Limited, a corporation organized under the laws of New
Zealand ("BIL Securities"), and Arbur, Inc., a Delaware corporation ("Arbur")
(collectively, the "Stockholders") with reference to the following facts:
A. The Company and the Stockholders entered into that certain
Stockholders' Agreement dated as of April 20, 1998 (the "Agreement"), whereby
the Company agreed that for so long as each Stockholder continues to be a
"Material Stockholder" as defined in the Agreement, the Company shall cause the
number of nominees permitted to be designated by a Material Stockholder to be
included in the slate of nominees recommended by the Board of Directors of the
Company to stockholders for election as directors of the Company.
B. Section 6(b) of the Agreement provides that Bishop shall be
considered a Material Stockholder and entitled to nominate two (2) directors for
election to the Company's Board of Directors for so long as Bishop beneficially
owns 9.9% or more of the Company's outstanding common stock and shall be
considered a Material Stockholder entitled to nominate one (1) director for
election to the Company's Board of Directors for so long as Bishop beneficially
owns less than 9.9% but 5.0% or more of the Company's outstanding common stock.
C. Bishop has advised the Company that effective September 2, 1999,
Bishop has permanently and irrevocably relinquished its rights under the
Agreement to nominate two (2) directors.
D. The Company and the Stockholders now desire to amend the Agreement to
memorialize Bishop's relinquishment of the above described rights under the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and agreements
of the parties hereto and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Effective as of September 2, 1999, the first and second sentences of
Section 6(b) of the Agreement are hereby deleted in their entirety and the
following is substituted therefor:
"For purposes of this Section 6, Bishop shall be considered a Material
Stockholder and entitled to nominate one (1) director for election to
the Company's Board of Directors for so long as Bishop beneficially owns
5.0% or more of the Company's outstanding Common Stock following the
consummation of the Public Offering."
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2. Except as otherwise expressly modified in this First Amendment to the
Stockholders' Agreement, the terms and conditions of the Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Stockholders' Agreement as of the date first shown above.
PBOC HOLDINGS, INC.
By: /s/ J. Michael Holmes
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Name: J. Michael Holmes
Title: Executive Vice President/
Chief Financial Officer
[illegible]
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Legal Group
STOCKHOLDERS:
TRUSTEES OF THE ESTATE OF BIL SECURITIES (OFFSHORE)
BERNICE PAUAHI BISHOP LIMITED
By: /s/ Frances Ahloy Keala By: /s/ Michael S. Dreyer
----------------------------------- ---------------------------------
Name: Frances Ahloy Keala Name: Michael S. Dreyer
Title: Trustee Title: Power of Attorney
By: /s/ Robert Kalani Uichi Kihune
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Name: Robert Kalani Uichi Kihune
Title: Trustee
ARBUR, INC.
By: /s/ Ronald Dale Libkuman By: /s/ Christine W. Jenkins
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Name: Ronald Dale Libkuman Name: Christine W. Jenkins
Title: Trustee Title: Vice President
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