exh-cic.htm


    
       

       

      PRIVILEGED AND
CONFIDENTIAL

       

      [Name]

      [Address]

      


       

      Dear
__________:

       

      Alexander
& Baldwin, Inc. (the "Company") considers it essential to the best interests
of the Company and its shareholders to encourage the continued employment of key
management personnel. In this connection, the Board of Directors of the Company
(the "Board") recognizes that, as is the case with many publicly-held
corporations, the possibility of a change in control of the Company may exist
and that such possibility, and the uncertainty and questions which it may raise
among management, may result in the departure or distraction of management
personnel to the detriment of the Company and its
shareholders.  Accordingly, the Board has determined that appropriate
steps should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's top management, including you, to their
assigned duties without distraction in the face of the potentially disturbing
circumstances arising from the possibility of a change in control of the
Company.

      To
persuade you to remain in the employ of the Company and in consideration of your
agreement set forth in Section 2(b) hereof, the Company agrees that you will
receive the severance benefits set forth in this letter agreement, effective as
of January 1, 2009 (the "Agreement") in the event your employment with the
Company is terminated subsequent to a "change in control of the Company" (as
defined in Section 2(a) hereof) under the circumstances described
below.

      If you
are or become an officer of a subsidiary of the Company, whether or not you are
also an employee of the Company, any reference herein to your employment by the
Company shall be deemed to include such subsidiary.

      1.           Term and Operation of
Agreement.  This Agreement shall commence on the effective date
hereof and shall continue in effect through December 31, 2009; provided,
however, that commencing on January 1, 2010 and each January 1 thereafter, the
term of this Agreement shall automatically be extended for one additional year
unless not later than December 1 of the preceding year, the Company shall have
given notice that it does not wish to extend this Agreement; and provided,
further, that notwithstanding any such notice by the Company not to extend, this
Agreement shall continue in effect for a period of twenty-four (24) months
beyond the term provided herein if a "change in control of the Company" (as
defined in Section 2(a) hereof) shall have occurred during such
term.

      2.           Change in
Control.  (a)  No benefits shall be payable hereunder
unless there shall have been a change in control of the Company, as set forth
below, and your employment by the Company shall thereafter have been terminated
in accordance with Section 3 below.  For purposes of this Agreement, a
"change in control of the Company" shall mean a "Change in Control Event" within
the meaning of Section 409A of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder (the "Code").

      (b)           For
purposes of this Agreement, a "potential change in control of the Company" shall
be deemed to have occurred if (i) the Company enters into an agreement the
consummation of which would result in the occurrence of a change in control of
the Company; (ii) any "person" (as such term is used in Section 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended, including the Company)
publicly announces an intention to take or to consider taking actions which if
consummated would constitute a change in control of the Company; (iii) any
person becomes the beneficial owner, directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities; or (iv) the Board adopts a resolution to
the effect that a potential change in control of the Company for purposes of
this Agreement has occurred.  You agree that, subject to the terms and
conditions of this Agreement, in the event of a potential change in control of
the Company, you will remain in the employ of the Company until the earliest of
(i) a date which is six (6) months from the occurrence of such potential change
in control of the Company, (ii) the termination of your employment by reason of
Disability or Retirement, as defined in Subsection 3(i) hereof, or (iii) the
occurrence of a change in control of the Company.

      3.           Termination Following Change
in Control.  If a Change in Control Event shall have occurred,
you shall be entitled to the benefits provided in Section 4 hereof upon the
subsequent termination of your employment during the term of this Agreement
unless such termination is (a) because of your death, (b) by the Company for
Cause or Disability or (c) by you other than for Good Reason.  For
purposes of this Agreement, your employment shall be deemed to have been
terminated following a change in control by the Company without Cause or by you
with Good Reason, if (i) your employment is terminated by the Company without
Cause prior to a change in control of the Company (whether or not a change in
control of the Company ever occurs) and such termination was at the request or
direction of a person who has entered into an agreement with the Company the
consummation of which would constitute a change in control of the Company, (ii)
you terminate your employment for Good Reason prior to a change in control of
the Company (whether or not a change in control of the Company ever occurs) and
the circumstance or event which constitutes Good Reason occurs at the request or
direction of such person, or (iii) your employment is terminated by the Company
without Cause or by you for Good Reason and such termination or the circumstance
or event which constitutes Good Reason is otherwise in connection with or in
anticipation of a change in control of the Company (whether or not a change in
control of the Company ever occurs).

      (i)           Disability;
Retirement.  Termination by the Company of your employment
based on "Disability" shall mean termination because of your absence from your
duties with the Company on a full-time basis for six consecutive months, as a
result of your incapacity due to physical or mental illness, unless within 30
days after Notice of Termination (as hereinafter defined) is given following
such absence you shall have returned to the full-time performance of your
duties.  Termination by you of your employment based on "Retirement"
shall mean termination in accordance with the Company's retirement policy,
including early retirement, generally applicable to its salaried
employees.

      (ii)           Cause.  Termination
by the Company of your employment for "Cause" shall mean termination upon (A)
the willful and continued failure by you substantially to perform your duties
with the Company (other than any such failure resulting from your incapacity due
to physical or mental illness or such actual or anticipated failure resulting
from your termination for Good Reason), after a demand for substantial
performance is delivered to you by the Board which specifically identifies the
manner in which the Board believes that you have not substantially performed
your duties, or (B) the willful engaging by you in conduct which is demonstrably
and materially injurious to the Company, monetarily or otherwise.  For
purposes of this paragraph, no act, or failure to act, on your part shall be
considered "willful" unless done, or omitted to be done, by you not in good
faith and without reasonable belief that your action or omission was in the best
interest of the Company.  Notwithstanding the foregoing, you shall not
be deemed to have been terminated for Cause unless and until there shall have
been delivered to you a copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters of the entire membership of the Board at a
meeting of the Board called and held for the purpose (after reasonable notice to
you and an opportunity for you, together with your counsel, to be heard before
the Board), finding that in the good faith opinion of the Board you were guilty
of conduct set forth above in clauses (A) or (B) of the first sentence of this
paragraph and specifying the particulars thereof in detail.

      (iii)           Good
Reason.  You shall be entitled to terminate your employment for
Good Reason.  For purposes of this Agreement, "Good Reason" shall
mean, without your express written consent, any of the following occurring
subsequent to a change in control of the Company or prior to a change in control
of the Company under the circumstances described in clauses (ii) and (iii) of
the second sentence of Section 3 hereof (treating all references in paragraphs
(A) through (G) below to a "change in control of the Company" as references to a
"potential change in control of the Company"), unless, in the case of any act or
failure to act described in paragraph (A), (D), (E) or (G) below, such act or
failure to act is corrected prior to the Date of Termination specified in the
Notice of Termination given in respect thereof:

      (A)           the
assignment to you of any duties inconsistent with your position, duties and
status with the Company immediately prior to a change in control of the Company;
a substantial alteration in the nature or status of your responsibilities from
those in effect immediately prior to a change in control of the Company; the
failure to provide you with substantially the same perquisites which you had
immediately prior to a change in control of the Company, including but not
limited to an office and appropriate support services; or a change in your
titles or offices as in effect immediately prior to a change in control of the
Company, or any removal of you from or any failure to reelect you to any of such
positions;

      (B)           a
reduction by the Company in your base salary as in effect on the effective date
of this Agreement or as the same may be increased from time to
time;

      (C)           the
Company's requiring you to be based anywhere other than the metropolitan area in
which your office is located immediately prior to a change in control of the
Company, except for required travel on the Company's business to an extent
substantially consistent with your present business travel
obligations;

      (D)           the
failure by the Company to continue in effect any stock option or other
equity-based plan in which you were participating, or in which you were entitled
to participate, immediately prior to a change in control of the Company, unless
an equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan; or the failure by the Company to
continue your participation therein (or in such substitute or alternative plan)
on a substantially equivalent basis, both in terms of the amount or timing of
payment of benefits provided and the level of your participation relative to
other participants, as existed immediately prior to the change in control of the
Company.

      (E)           the
failure by the Company to continue in effect any benefit, pension or
compensation plan, employee stock ownership plan, savings and profit sharing
plan, life insurance plan, medical insurance plan or health-and-accident plan in
which you are participating, or in which you are entitled to participate,
immediately prior to a change in control of the Company (the "Company Plans"),
unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan; or the failure by the
Company to continue your participation therein (or in such substitute or
alternative plan) on a substantially equivalent basis, both in terms of the
amount or timing of payment of benefits provided and the level of your
participation relative to other participants, as existed immediately prior to
the change in control of the Company; or the failure by the Company to provide
you with the number of paid vacation days to which you are entitled on the basis
of years of service with the Company in accordance with the Company's normal
vacation policy immediately prior to a change in control of the
Company;

      (F)           the
failure by the Company to obtain the assumption of this agreement to as
contemplated in Section 5 hereof, prior to the effectiveness of any succession;
or

      (G)           any
purported termination of your employment by the Company which is not effected
pursuant to a Notice of Termination satisfying the requirements of paragraph
(iv) below (and, if applicable, paragraph (ii) above); and for purposes of this
Agreement, no such purported termination shall be effective.

      Your
right to terminate your employment pursuant to this paragraph shall not be
affected by your incapacity due to physical or mental illness, and your right to
terminate your employment pursuant to this paragraph shall not be limited by
your agreement contained in Section 2(b) hereof.  Your continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any act or failure to act constituting Good Reason hereunder.

      (iv)           Notice of
Termination.  Any purported termination by the Company pursuant
to paragraph (i) or (ii) above or by you pursuant to paragraph (iii) above shall
be communicated by written Notice of Termination to the other party hereto in
accordance with Section 6 hereof.  For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so indicated.

      (v)           Date of
Termination.  "Date of Termination" shall mean (A) if your
employment is terminated for Disability, 30 days after Notice of Termination is
given (provided that you shall not have returned to the performance of your
duties on a full-time basis during such 30-day period), and (B) if your
employment is terminated pursuant to paragraphs (ii) or (iii) above or for any
other reason, the date specified in the Notice of Termination (which, in the
case of a termination pursuant to paragraph (ii) above shall not be less than 30
days, and in the case of a termination pursuant to paragraph (iii) above shall
not be more than 60 days, from the date such Notice of Termination is given);
provided that if within 30 days after any Notice of Termination is given the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding and final arbitration award or by a final
judgment, order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been perfected); and
provided further that the Date of Termination shall be extended by a notice of
dispute given by you only if such notice is given in good faith and you pursue
the resolution of such dispute with reasonable diligence.

      4.           Compensation Upon
Termination or During Disability.

      (a)           During
any period that you fail to perform your duties hereunder as a result of
incapacity due to physical or mental illness, you shall continue to receive your
full base salary at the rate then in effect and all compensation and benefits
payable under all compensation, benefit and insurance plans until this Agreement
is terminated pursuant to Section 3(i) hereof.  Thereafter, your
benefits shall be determined in accordance with the Company's long-term
disability plan or other insurance programs then in effect and the Company
Plans.

      (b)           If
your employment shall be terminated for Cause, the Company shall pay you your
full base salary through the Date of Termination at the rate in effect at the
time Notice of Termination is given and the Company shall have no further
obligation to you under this Agreement.

      (c)           If
your employment by the Company shall be terminated by the Company other than for
Cause or Disability or by you for Good Reason, then you shall be entitled to the
benefits provided below:

      (i)           the
Company shall pay you your full base salary through the Date of Termination at
the rate in effect at the time Notice of Termination is given; or, if higher,
the rate in effect immediately prior to the first occurrence of an event or
circumstance constituting Good Reason, together with all compensation and
benefits payable to you through the Date of Termination under the terms of the
Company's compensation, benefit and insurance plans, programs or arrangements as
in effect immediately prior to the Date of Termination or, if more favorable to
you, as in effect immediately prior to the first occurrence of an event or
circumstance constituting Good Reason;

      (ii)           in
lieu of any further salary payments to you for periods subsequent to the Date of
Termination, the Company shall pay as severance pay to you, not later than the
fifth day following the Date of Termination, a lump sum severance payment
(together with the payments provided in Subsections 4(c) (iii), (iv), (v), (vi)
and (viii) the "Severance Payments") equal to two times the sum of (A) your
annual base salary as in effect immediately prior to the Date of Termination or,
if higher, in effect immediately prior to the first occurrence of an event or
circumstance constituting Good Reason, and (B) your target annual bonus under
any annual bonus or incentive plan maintained by the Company in respect of the
fiscal year in which occurs the Date of Termination or, if higher, the fiscal
year in which occurs the first event or circumstance constituting Good
Reason;

      (iii)           notwithstanding
any provision of any deferred compensation plans in which you participate other
than any restricted stock unit or similar awards (the “Deferred Compensation
Plans”), the Company shall pay you in one sum in cash not later than the fifth
day following the Date of Termination, the sum of all amounts to which you are
entitled under the Deferred Compensation Plans whether upon termination of your
employment or otherwise, provided that in determining the amounts to which you
are entitled under the A&B Excess Benefits Plan (the "Excess Plan"), the
A&B Supplemental Executive Retirement Plan and the A&B Executive
Survivor/Retirement Benefit Plan (the "Executive Survivor Plan") the provisions
of said plans relating to a change in control shall be applied on the basis that
the change in control of the Company did not provide as a prerequisite to the
consummation of the change in control that the employer responsibilities under
said plans are to be assumed by the successor organization;

      (iv)           notwithstanding
any provision of any annual or long term incentive plan to the contrary, the
Company shall pay to you in one sum in cash not later than the fifth day
following the Date of Termination, an amount equal to the sum of (A) any
incentive compensation which has been awarded or allocated for any completed
fiscal year or other measuring period preceding that in which the Date of
Termination occurs but has not yet been paid, and (B) a pro rata portion of the
aggregate value of all contingent awards to you for all uncompleted periods
under such plans calculated by multiplying for each such award, (1) a fraction,
the numerator of which shall be the number of full months elapsed during the
period for such award prior to the Date of Termination, and the denominator of
which shall be the total number of months contained in such period, by (2) the
amount of the award which would have been payable to you following completion of
such period at the "TARGET" (fully competent) level of performance as described
in the plan documents and the individual objective development
worksheets;

      (v)           in
lieu of shares of common stock, without par value, of the Company (the "Shares")
issuable upon the exercise of options ("Options"), if any, granted to you under
any stock option or other plan of the Company (which Options shall be canceled
upon the making of the payment referred to below), you shall receive in one sum
in cash not later than the fifth day following the Date of Termination an amount
equal to the product of (A) the difference (to the extent that such difference
is a positive number) obtained by subtracting the per Share exercise price of
each Option held by you, whether or not then fully exercisable, from the closing
price of Shares, as reported on the principal national securities exchange on
which the Shares are then listed or, if the Shares are not then listed on such
an exchange, on the automated quotation system operated by the National
Association of Security Dealers, Inc., on the Date of Termination (or the last
trading date prior thereto) and (B) the number of Shares covered by each such
Option;

      (vi)           in
addition to the retirement benefits to which you are entitled under any
tax-qualified, supplemental or excess benefit pension plan maintained by the
Company and any other plan or agreement entered into between you and the Company
which is designed to provide you with supplemental retirement benefits
(collectively, the "Retirement Plans"), the Company shall pay to you in one sum
in cash not later than the fifth day following the Date of Termination, an
amount equal to the excess of (A) over (B), where (A) equals the actuarial
equivalent of the retirement benefits (taking into account any early retirement
subsidies associated therewith and determined as a straight life annuity (or in
the case of the Executive Survivor Plan, ten annual payments made in monthly
installments) commencing at the date (but in no event earlier than the second
anniversary of the Date of Termination) as of which the actuarial equivalent of
such annuity or installments is greatest) to which you would have been entitled
under the terms of the Retirement Plans (without regard to (x) any offset
thereunder for severance allowances payable hereunder or (y) any amendment to
the Retirement Plans made subsequent to a change in control of the Company,
which amendment adversely affects in any manner the computation of retirement
benefits under the Retirement Plans), determined as if you were fully vested
thereunder and had accumulated (after the Date of Termination) two additional
years of continuous service thereunder at your highest rate of earnings (as
defined in the Retirement Plans) during the year immediately preceding the
occurrence of the circumstances giving rise to the Notice of Termination given
in respect thereof, except that if you have not attained age sixty-five (65) as
of the Date of Termination, any reduction for early retirement shall be
determined using factors appropriate for the lesser of age sixty-five (65) or
your then age plus two (2) years, but not less than age fifty-five (55), and the
provisions of the Excess Plan notwithstanding the early retirement reduction
factors used shall be those applicable to participants of the Pension Plan who
terminate employment after age fifty-five (55); and where (B) equals the
actuarial equivalent of the total retirement benefits (taking into account any
early retirement subsidies associated therewith and determined as a straight
life annuity (or in the case of the Executive Survivor Plan, ten annual payment
made in monthly installments) commencing at the date (but in no event earlier
than the Date of Termination) as of which the actuarial equivalent of such
annuity or installment payments is greatest) to which you are entitled pursuant
to the provisions of the Retirement Plans; and for purposes of this paragraph
(vii), "actuarial equivalent" shall be determined using the same methods and
assumptions utilized under the Executive Survivor Plan immediately prior to the
change in control for the retirement benefits associated with the Executive
Survivor Plan and Excess Plan immediately prior to the change in control for
other retirement benefits;

      (vii)           the
Company shall also pay to you all legal fees and expenses incurred by you as a
result of such termination (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or enforce any right or benefit provided by this Agreement or in connection with
any tax audit or proceeding to the extent attributable to the application of
section 4999 of the Code to any payment or benefit provided
hereunder).  Such payments shall be made within five (5) business days
after delivery of your written requests for payment accompanied with such
evidence of fees and expenses incurred as the Company reasonably may require;
provided, however, that in no event shall any such payments be made later than
the last day of your taxable year following the taxable year in which the fee or
expense was incurred; and

      (viii)                      the
Company shall reimburse you for individual outplacement counseling services in
an amount not to exceed ten thousand dollars ($10,000.00); provided, however, that in no
event shall any such reimbursement be made later than the last day of your
2nd
taxable year following the taxable year in which the Date of Termination
occurs.

      


      (d)           (i)           Whether
or not you become entitled to the Severance Payments, if any payments or
benefits received or to be received by you in connection with a change in
control of the Company (as defined in Section 2(b) hereof) or your termination
of employment, whether pursuant to the terms of this Agreement or any other
plan, arrangement or agreement with the Company, any "person" (as defined in
Section 2(a) hereof) whose actions result in a change in control of the Company
or any person affiliated with the Company or such person (all such payments and
benefits, the "Total Payments"), will be subject to the excise tax (the "Excise
Tax") imposed under section 4999 of the Code, the Company shall pay to you an
additional amount (the "Gross-Up Payment") such that the net amount retained by
you, after deduction of any Excise Tax on the Total Payments and any federal,
state and local income and employment tax and Excise Tax upon the payment
provided for by this Subsection 4(d), shall be equal to the Total
Payments.

      (ii)           In
the event that the amount of the Total Payments does not exceed 110% of the
largest amount that would result in no portion of the Total Payments being
subject to the Excise Tax (the "Safe Harbor"), then subsection (i) of this
Section 4(d) shall not apply and the cash Severance Payments shall first be
reduced (with amounts not subject to Section 409A of the Code being reduced
prior to amounts that are subject to Section 409A of the Code), and all other
Severance Payments shall thereafter be reduced (with amounts not subject to
Section 409A of the Code being reduced prior to amounts that are subject to
Section 409A of the Code), so that the amount of the Total Payments is equal to
the Safe Harbor; provided, however, that, to the extent permitted by Section
409A of the Code, you may elect to have the non-cash Severance Payments
reduced prior to any reduction of the cash Severance Payments.

      (iii)           For
purposes of determining whether any of the Total Payments will be subject to the
Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments
shall be treated as "parachute payments" within the meaning of section
28OG(b)(2) of the Code, and all "excess parachute payments" within the meaning
of section 28OG(b)(1) of the Code shall be treated as subject to the Excise Tax,
unless in the opinion of tax counsel selected by the Company's independent
auditors and reasonably acceptable to you such other payments or benefits (in
whole or in part) do not constitute parachute payments, including by reason of
section 28OG(b)(4)(A) of the Code, or such excess parachute payments (in whole
or in part) represent reasonable compensation for services actually rendered,
within the meaning of section 28OG(b)(4)(B) of the Code, in excess of the "base
amount" (as such term is defined in section 28OG(b)(3) of the Code) allocable to
such reasonable compensation, or are otherwise not subject to the Excise Tax,
(ii) the amount of the Total Payments which shall be treated as subject to the
Excise Tax shall be equal to the lesser of (A) the total amount of the Total
Payments or (B) the amount of excess parachute payments within the meaning of
section 28OG(b)(1) of the Code (after applying clause (i), above), and (iii) the
value of any non-cash benefits or any deferred payment or benefit shall be
determined by the Company's independent auditors in accordance with the
principles of sections 28OG(d)(3) and (4) of the Code.  For purposes
of determining the amount of the Gross-Up Payment, you shall be deemed to
pay federal income taxes at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of your residence on the Date of Termination, net of the maximum
reduction in federal income taxes which could be obtained from deduction of such
state and local taxes.

      (iv)           (A)           In
the event that (1) amounts are paid to you pursuant to Section 4(d)(i), (2)
there is a final determination of the Internal
Revenue Service or a court of competent jurisdiction (a “Final Determination”) that
the Excise Tax is less than the amount taken into account hereunder in
calculating the Gross-Up Payment, and (3) after giving effect to such Final Determination, the Severance Payments are to be
reduced pursuant to Section 4(d)(ii), you shall repay to the Company, within
five (5) business days following the date of the Final Determination, the Gross-Up Payment, the amount
of the reduction in the Severance Payments, plus interest on the amount of such
repayments at 120% of the rate provided in Section 1274(b)(2)(B) of the
Code.

      (B)           In
the event that (1) amounts are paid to you pursuant to Section 4(d)(i), (2)
there is a Final Determination that the Excise Tax is less than
the amount taken into account hereunder in calculating the Gross-Up Payment, and
(3) after giving effect to such Final Determination, the Severance Payments are not to
be reduced pursuant to Section 4(d)(ii), you shall repay to the Company, within
five (5) business days following the date of the Final Determination, the portion of the Gross-Up
Payment attributable to such reduction (plus that portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by you), to the
extent that such repayment results in a reduction in the Excise Tax and a
dollar-for-dollar reduction in your taxable income and wages for purposes of
federal, state and local income and employment taxes, plus interest on the
amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B)
of the Code.

      (C)           Except
as otherwise provided in clause (D) below, in the event there is a Final Determination that the Excise Tax exceeds the
amount taken into account hereunder in determining the Gross-Up Payment
(including by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company shall pay to you,
within five (5) business days following the date of the Final Determination, the sum of (1) a Gross-Up Payment
in respect of such excess and in respect of any portion of the Excise Tax with
respect to which the Company had not previously made a Gross-Up Payment,
including a Gross-Up Payment in respect of any Excise Tax attributable to
amounts payable under clauses (2) and (3) of this paragraph (C) (plus any
interest, penalties or additions payable by you with respect to such excess and
such portion), (2) if Severance Payments were reduced pursuant to Section
4(d)(ii) but after giving effect to such Final Determination, the Severance
Payments should not have been reduced pursuant to Section 4(d)(ii), the
amount by which the Severance Payments were reduced pursuant to Section
4(d)(ii), and (3) interest on such amounts at 120% of the rate provided in
Section 1274(b)(2)(B) of the Code.

      (D)           In
the event that (1) Severance Payments were reduced pursuant to Section 4(d)(ii)
and (2) the aggregate value of Total Payments which are considered "parachute
payments" within the meaning of Section 280G(b)(2) of the Code is subsequently
redetermined pursuant to a Final
Determination but such
redetermined value still does not exceed 110% of the Safe Harbor, then, within
five (5) business days following such Final Determination, (x) the Company shall
pay to you the amount (if any) by which the reduced Severance Payments (after
taking the Final Determination into account) exceeds the amount of
the reduced Severance Payments actually paid to you, plus interest on the amount
of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the
Code, or (y) you shall pay to the Company the amount (if any) by which the
reduced Severance Payments actually paid to you exceeds the amount of the
reduced Severance Payments (after taking the Final Determination into account),
plus interest on the amount of such repayment at 120% of the rate provided in
Section 1274(b)(2)(B) of the Code.

      (E)           You
and the Company shall each reasonably cooperate with the other in connection
with any administrative or judicial proceedings concerning the existence or
amount of liability for Excise Tax with respect to the Severance
Payments.  Notwithstanding anything in this Agreement to the contrary,
in no event shall payments under this Section be made later than the end of your
taxable year following the taxable year in which you remit the related Excise
Tax.

      


      (e)           Unless
you are terminated for Cause, the Company shall maintain or cause to be
maintained in full force and effect, for your continued benefit, for a period of
two years, all health and welfare benefit plans to include life insurance,
health insurance and dental insurance, in which you participated or were
entitled to participate immediately prior to the Date of Termination, provided
that your continued participation is possible under the general terms and
provisions of such plans and programs.  In the event that
your participation in any such plan or program is barred, the Company shall
arrange to provide you with benefits substantially similar to those which you
are entitled to receive under such plans and programs.  At the end of
such two-year period, you will be entitled to take advantage of any conversion
privileges applicable to the benefits available under any such plans or
programs.  Benefits otherwise receivable by you pursuant to this
Section 4(e) shall be reduced to the extent benefits of the same type are
received by or made available to you during the two-year period following your
termination of employment (and any such benefits received by or made available
to you shall be reported by you to the Company); provided, however, that the
Company shall reimburse you for the excess, if any, of the cost of such
benefits to you over such cost immediately prior to the Date of Termination or,
if more favorable to you, the first occurrence of an event or circumstance
constituting Good Reason.

      (f)           You
shall not be required to mitigate the amount of any payment provided for in this
Section 4 by seeking other employment or otherwise, nor shall the amount of any
payment provided for in this Section 4 (other than Section 4(e) hereof) be
reduced by any compensation earned by you as the result of employment by another
employer after the Date of Termination, by offset against any amount claimed to
be owed by you to the Company, or otherwise.

      (g)           The
intent of the parties is that payments and benefits under this Agreement comply
with Section 409A of the Code and the regulations and other guidance promulgated
thereunder ("Section 409A") and, accordingly, to the maximum extent permitted,
this Agreement shall be interpreted and administered to be in compliance
therewith.  Notwithstanding anything contained herein to the contrary,
you shall not be considered to have terminated employment with the Company for
purposes of this Agreement and no payments shall be due to you under this
Agreement providing for payment of amounts on termination of employment unless
you would be considered to have incurred a “separation from service” from the
Company within the meaning of Section 409A; and for purposes of determining
whether you have incurred a “separation from service’ under Section 1.409A-1(h)
of the regulations promulgated under Section 409A by the United States Treasury
Department, “50 percent” shall be substituted for “20 percent” each place that
the latter appears in Section 1.409A-1(h)(1)(ii).  Each amount to be
paid or benefit to be provided under this Agreement shall be construed as a
separate identified payment for purposes of Section 409A and any payments
described in this Agreement that are due within the "short term deferral period"
as defined in Section 409A shall not be treated as deferred compensation unless
applicable law requires otherwise.  Notwithstanding anything in this
Agreement to the contrary, if your employment is terminated prior to a Change in
Control in a manner described in the second sentence of Section 3, to the extent
required to avoid accelerated taxation and/or tax penalties under Section 409A
of the Code, amounts payable to you hereunder, to the extent not in excess of
the amount that you would have received under any other severance plan or
arrangement with the Company that is not contingent on the occurrence of a
Change in Control had such plan or arrangement been applicable, shall be paid at
the time and in the manner provided by such plan or arrangement and the
remainder shall be paid to you in accordance with the provisions of this
Agreement.  To the extent required in order to avoid accelerated
taxation and/or tax penalties under Section 409A, amounts that would otherwise
be payable and benefits that would otherwise be provided pursuant to this
Agreement during the six-month period immediately following your separation from
service shall instead be paid on the first business day after the date that is
six months following your separation from service (or upon your death, if
earlier), together with interest calculated from the fifth (5th) day following
separation from service until the date of payment, at an interest rate equal to
120% of the short-term applicable federal rate for a semi-annual compounding
period under Section 1274(d) of the Code, 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 rate under
Section 1274(d) of the Code.

      5.           Successors; Binding
Agreement.  (a) The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to you, to, prior to such succession, expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.  As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which executes and delivers the agreement provided for in this
Section 5 or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law, or otherwise.

      (b)           This
Agreement shall inure to the benefit of and be enforceable by your personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.  If you should die while any
amount would still be payable to you hereunder if you had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to your devisee, legatee or other designee or, if
there is no such designee, to your estate.

      6.           Notice.  For
the purposes of this Agreement, notices and all other communications provided
for in the Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States registered or certified mail,
return receipt requested, postage prepaid, addressed to the respective addresses
set forth on the first page of this Agreement, provided that all notices to the
Company shall be directed to the attention of the Board with a copy to the
Secretary of the Company, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

      7.           Miscellaneous.  No
provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by you and such
officer as may be specifically designated by the Board.  No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the time or at any prior or subsequent time.  This
Agreement constitutes the sole agreement of the parties and terminates,
replaces, and supersedes all previous representations, understandings, and
agreements of the parties with respect to the subject matter herein, whether
written or oral, express or implied, rendering such previous representations,
understandings, and agreements null and void.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Hawaii.

      8.           Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

      9.           Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.

      10.           Arbitration.  Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in Honolulu, Hawaii, in accordance with
the rules of Dispute Prevention & Resolution, Inc. then in
effect.  Judgment may be entered on the arbitrator's award in any
court having jurisdiction.

      


      If this
letter correctly sets forth our agreement on the subject matter hereof, kindly
sign and return to the Company the enclosed copy of this letter which will then
constitute our agreement on this subject, upon execution by the
Company.

      


      Dated
this 11th day of December, 2008, but effective as of January 1,
2009.

       

       ________________________ ALEXANDER & BALDWIN,
INC.

      (Signature)

       

      ________________________                   By___________________________                                                      

      (Print
Name)                                                                                        

                                                                                                                      
Vice President