exh-serp.htm


    


      A&B 1985 SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

      Amended
and Restated Effective January 1, 2008

      


      


      ARTICLE
I

      


      ESTABLISHMENT AND
PURPOSE

      


                            1.01.  Establishment
of Plan.  Alexander &
Baldwin, Inc. established the A&B 1985 Supplemental Executive Retirement
Plan (the “Plan”) effective January 1, 1986.  This amendment and
restatement is effective January 1, 2008.  

      


                            1.02.  Purpose
of Plan.  It is the purpose
of this Plan to enhance the Company’s ability to hire and retain executives by
providing a means for the Company to provide executives selected as participants
with retirement benefits and health and welfare benefits equal to the benefits
which they would receive under the Alexander & Baldwin, Inc. Retirement Plan
for Salaried Employees, the Retirement Plan for Employees of Matson and the
Alexander & Baldwin, Inc. Retiree Health and Welfare Benefit Plan, if
certain changes had been made to those plans.  This Plan is intended
to be a nonqualified supplemental retirement plan for a select group of highly
compensated management executives and is exempt from the participation, vesting,
funding and fiduciary requirements of Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”).  

      


      


      ARTICLE
II

      


      DEFINITIONS

      


                            2.01.  “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 B of this Plan.

      


                            2.02.  “Approved Early
Retirement Date” means the first day of any month after the Participant has
attained age 55 and prior to his or her Normal Retirement Date on which the
Participant retires with the approval of the Chief Executive Officer of A&B,
which may be granted or withheld in his or her sole discretion.

      


                            2.03. 
“A&B” and
“Company” means Alexander & Baldwin, Inc., a Hawaii
corporation.

      


                            2.04.“A&B Retiree Plan”
means the Alexander & Baldwin, Inc. Retiree Health and Welfare Benefit Plan,
as amended from time to time.

      


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

      


                            2.06. 
“Beneficiary” means the person or persons designated by the Participant
as such in accordance with the provisions of Section 4.07 and to whom the
benefit, if any, provided for in Section 4.07 is payable.

      


                            2.07.  “Benefit
Commencement Age” means the greater of age 55 and the Participant’s age at the
date of determination.

      


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

      


                            2.09. 
“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.

       

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

      


                            2.11.  “Committee” means
the Compensation Committee of the Board.

      


                            2.12.  “Early Retirement
Factor” means the reduction defined in Section 4.02(e).

      


                            2.13.  “Eligible
Position” means any employee position that is highly compensated or that is one
of a select group of management employee positions.  Exceptions to the
eligibility requirements of this section may be made by the Chief Executive
Officer of A&B, with the approval of the Committee.

      


                            2.14. 
“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.

      


                            2.15.  “Health Care
Contributions” means the contributions paid by the Company, under Article IV of
the A&B Retiree Plan, towards the cost of premiums for health care insurance
coverage.

      


                            2.16.  “Identification
Date” means each December 31.

      


                            2.17.  “Immediate Change
in Control Benefit” means the benefit described in subsection
4.06(a).

      


                            2.18.  “Involuntary
Termination Benefit” means the benefit described in
Section 4.03.

      


                            2.19. 
“Key
Employee” means a Participant who, on an Identification Date, is:

       

                                      (1) 
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;

       

                                      (2) 
A five percent owner of A&B; or

       

                                      (3) 
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
2.19 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.

      


                            2.20.  “Normal Retirement
Benefit” means the benefit described in Section 4.01.

      


                            2.21.  “Normal Retirement
Date” means the first day of the month coincident with or next following the
date the Participant attains age 65.

      


                            2.22.  “Other Benefits”
means the sum of:

      


                                      (1) 
The benefit payable under the A&B Retirement Plan;

      


                                      (2) 
The benefit payable under the defined benefit provisions of the A&B Excess
Benefits Plan; and

      


                                      (3) 
Any benefit which the Participant is eligible to receive or has received from
the qualified defined benefit pension plan of another employer excluding
benefits attributable to the Participant’s own contributions.

      


                            2.23.  “Participant”
means an executive in an Eligible Position selected by the Committee pursuant to
Section 3.01.

      


                            2.24.  “Participation
Termination Benefit” means the benefit described in Section 4.04 and paid
in the same form as the Normal Retirement Benefit.

      


                            2.25.  “Plan” means the
A&B 1985 Supplemental Executive Retirement Plan, as amended from time to
time.

      


                            2.26.  “Plan Termination
Benefit” means the benefit described in Section 4.05.

      


                            2.27.  “Preretirement
Death Benefit” means the benefit described in Section 4.07.

      


                            2.28.  “Prorated
Retirement Income” means Retirement Income, as defined in Section 2.29
multiplied by a fraction, the numerator of which shall be 300 minus the number
of months between the date of determination and the Participant’s Normal
Retirement Date, and the denominator of which shall be 300.

      


                            2.29.  “Retirement
Income” means the amount determined in (a) below paid in accordance with the
provisions of (b) or (c), whichever is applicable below:

      


                                      (a) 
The amount of Retirement Income shall equal the amount to which the Participant
would be entitled as a single life annuity at his or her Normal Retirement Date,
or actual retirement date, if later, under the A&B Retirement Plan
determined (i) without regard to limitations imposed by the Code, (ii) as if the
Participant had the greater of 25 years of credited benefit service or his or
her actual years of credited benefit service (iii) as if “Monthly Compensation”
as defined in the A&B Retirement Plan included in the year earned the
deferred portion of base salary and each bonus awarded under the A&B
One-Year Performance Improvement Incentive Plan and the A&B Annual Incentive
Plan and (iv) with respect to Participants listed in Appendix A to this Plan, as
if the benefit formula in effect on December 31, 1988 under the A&B
Retirement Plan for Salaried Employees had continued in effect (provided such
benefit formula produces a higher benefit than the formula subsequently in
effect).

      


                                      (b) 
In the case of a Participant who is not married at the time a lump sum payment
described in Article IV is paid, Retirement Income shall be deemed payable for
the life of the Participant.

      


                                      (c) 
In the case of a Participant who is married at the time a lump sum payment
described in Article IV is paid (without regard to the delay described in
Section 4.09), 100% of Retirement Income shall be deemed payable for the life of
the Participant and 50% of Retirement Income shall be deemed payable to his or
her Surviving Spouse for life following the death of the
Participant.

      


                            2.30. 
“Separation from Service” means a 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).

      


                            2.31.  “Surviving Spouse”
means the spouse of a Participant who survives the Participant and to whom the
Participant was married on the Participant’s retirement date or (if earlier)
date of death.

      


                            2.32.  “Vested Change in
Control Benefit” means the benefit described in subsection 4.06(b).

      


                            2.33.  “Years of Service”
means the number of years and fractions of years which qualify as years of
Credited Vesting Service as that term is defined in the A&B Retirement
Plan.

      


      


      ARTICLE
III

      


      ELIGIBILITY AND
PARTICIPATION

      


                            3.01.  Participation.  A Participant is
an employee who holds an Eligible Position or who is being hired or promoted
into an Eligible Position, and who is selected by the Chief Executive Officer of
A&B, with the approval of the Committee, to be a Participant.  An
employee selected by the Chief Executive Officer of A&B, with the approval
of the Committee, shall become a Participant as of the date specified by the
Committee and shall remain a Participant until the date upon which the
Participant’s employment in an Eligible Position terminates for any
reason.  

      


      


      ARTICLE
IV

      


      BENEFITS

      


                            4.00.  Payment
of Benefits.  All benefits
provided by Sections 4.01 to 4.07 shall be paid in the form of a lump sum
payment which is the greater of the amounts determined under paragraph (1) and
paragraph (2) below:

      


                                      (1) 
An amount which is the Actuarial Equivalent of the benefit otherwise defined by
such Sections.

      


                                      (2) 
An amount which is the before-tax equivalent of the lower of two quotations
obtained by the Company from insurance companies for the cost of an annuity that
provides after-tax monthly benefits equivalent to those that a Participant would
receive under the Plan if the Plan allowed monthly payments of the benefits
hereunder.

      


                            A
Participant shall be entitled to whichever of the benefits provided by Sections
4.01 to 4.06 provides the greatest benefit, and under no circumstances shall a
Participant be entitled to benefits provided by more than one such
Section.

      


                            4.01. 
Normal
Retirement.

      


                                      (a) 
Eligibility.  A Participant who
experiences a Separation from Service (i) after completing three years of
participation in the Plan and (ii) on or after his or her Normal Retirement Date
shall be entitled to a Normal Retirement Benefit as described in (b)
below.

      


                                      (b) 
Amount of
Benefit.  A Participant’s
Normal Retirement Benefit shall equal his or her Retirement Income, reduced by
the Participant’s Other Benefits in accordance with rules contained in Appendix
C.

      


                                      (c) 
Monthly
Benefit Commencement Date.  A Participant’s
Normal Retirement Benefit shall be deemed to commence as of the first day of the
month following the date of the Participant’s Separation from
Service.

      


                                      (d)Lump Sum
Payment Date.  The lump sum
payment of the Normal Retirement Benefit shall be paid as soon as practicable,
but not later than 60 days, after the Participant’s Separation from Service.
 The
Company retains the sole discretion to determine when during the 60-day period
the payment will be made.

      


                            4.02. 
Approved Early
Retirement

      


                                      (a) 
Eligibility.  A Participant who
experiences a Separation from Service (i) after completing at least three years
of participation in the Plan and (ii) retires on his or her Approved Early
Retirement Date shall be entitled to an Approved Early Retirement Benefit as
described in (b) below.  

      


                                      (b) 
Benefit.  A Participant’s
Approved Early Retirement Benefit shall equal his or her Prorated Retirement
Income as of the Participant’s Approved Early Retirement Date reduced by (i) the
Early Retirement Factor applicable at the Participant’s age at his or her
Approved Early Retirement Date and (ii) further reduced by Other Benefits as
provided in Appendix C.

      


                                      (c) 
Monthly
Benefit Commencement Date.  A Participant’s
Approved Early Retirement Benefit shall be deemed to commence as of the
Participant’s Approved Early Retirement Date.

      


                                      (d) 
Lump Sum
Payment Date.  The lump sum
payment of the Approved Early Retirement Benefit shall be paid as soon as
practicable, but not later than 60 days, after the Participant’s Separation from
Service upon his or her Approved Early Retirement Date.  The Company
retains the sole discretion to determine when during the 60-day period the
payment will be made.

      


                                      (e) 
Early
Retirement Factor.  The “Early
Retirement Factor” shall be a reduction of .25% for each of the first 24 months
between the date of determination and the first day of the month coincident with
or next following the Participant’s 62nd birthday, and an additional reduction
of .50% for each such month in excess of 24 months between such
dates.

      


                            4.03. 
Involuntary
Termination of Employment.

      


                                      (a) 
Eligibility.  A Participant who
experiences a Separation from Service due to involuntary termination of
employment after completing at least three years of participation in the Plan
shall be entitled to an Involuntary Termination Benefit.

      


                                      (b) 
Benefit.  A Participant’s
Involuntary Termination Benefit shall equal his or her Prorated Retirement
Income determined as of the date of the Participant’s involuntary Separation
from Service reduced by (i) the Early Retirement Factor applicable at the
Participant’s age determined as of monthly benefit commencement date determined
under the provisions of subsection (c) below and (ii) further reduced by Other
Benefits as provided in Appendix C.

      


                                      (c) 
Monthly
Benefit Commencement Date.  A Participant’s
Involuntary Termination Benefit shall be deemed to commence as of his or her
Normal Retirement Date unless an Approved Early Retirement Date is approved by
the Chief Executive Officer.  In such latter case, it shall be deemed
to commence as of the Approved Early Retirement Date.

      


                                      (d) 
Lump Sum
Payment Date.  The lump sum
payment of the Involuntary Termination Benefit shall be paid as soon as
practicable, but not later than 60 days, after the Participant’s involuntary
Separation from Service.  The Company
retains the sole discretion to determine when during the 60-day period the
payment will be made.

      


                            4.04.  Termination
of Participation. 

      


                                      (a) 
Eligibility.  A Participant,
with at least three years of participation, whose position ceases to qualify as
an Eligible Position shall be entitled to a Participation Termination Benefit
described in (b) below.

      


                                      (b) 
Benefit.  A Participant’s
Participation Termination Benefit shall equal his or her Prorated Retirement
Income determined as of the date his or her participation terminates reduced by
(i) the Early Retirement Factor applicable at the Participant’s age determined
as of the monthly benefit commencement date determined under the provisions of
subsection (c) below and (ii) further reduced by Other Benefits as provided in
Appendix C.

      


                                      (c) 
Monthly
Benefit Commencement Date.  A Participant’s
Participation Termination Benefit shall be deemed to commence as of his or her
Normal Retirement Date unless an Approved Early Retirement Date is approved by
the Chief Executive Officer.  In such latter case, it shall be deemed
to commence as of the Approved Early Retirement Date.

      


                                      (d) 
Lump Sum
Payment Date.  The lump sum
payment of the Participation Termination Benefit shall be paid as soon as
practicable, but not later than 60 days, after the Participant’s Separation from
Service following his or her termination of participation in the Plan. The Company
retains the sole discretion to determine when during the 60-day period the
payment will be made.

      


                            4.05. 
Termination of the
Plan.

      


                                      (a) 
Eligibility.  A Participant of
the Plan at the time it is terminated shall be entitled to a Plan Termination
Benefit. 

      


                                      (b) 
Benefit.  A Participant’s
Plan Termination Benefit shall equal his or her Prorated Retirement Income
determined as of the date the Plan is terminated reduced by (i) the Early
Retirement Factor applicable at the Participant’s age determined as of the
monthly benefit commencement date determined under the provisions of subsection
(c) below and (ii) further reduced by Other Benefits as provided in
Appendix C.

      


                                      (c) 
Monthly
Benefit Commencement Date.  A Participant’s
Plan Termination Benefit shall be deemed to commence as of the first day of the
month following his or her Benefit Commencement Age determined as of the date
the Participant subsequently experiences a Separation from Service.

      


                                      (d) 
Lump Sum
Payment Date.  The lump sum
payment of the Plan Termination Benefit shall be paid as soon as practicable,
but not later than 60 days, after the Participant’s Separation from Service
following the termination of the Plan. The Company
retains the sole discretion to determine when during the 60-day period the
payment will be made.

      


                            4.06.  Change in
Control.  Upon the
occurrence of a Change in Control, as defined in Section 2.09, with respect to a
company employing a Participant, the provisions of subsection (a) below shall
apply unless 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.  In
the latter case, the provisions of subsection (b) below shall
apply:

      


                                      (a) 
Immediate
Change in Control Benefit.

      


                                                 (1) 
Eligibility.  The Plan shall
immediately and automatically terminate with respect to such company and each
Participant employed by such company shall be entitled to an Immediate Change in
Control Benefit as described in (2) below.

      


                                                 (2) 
Benefit.  A Participant’s
Immediate Change in Control Benefit shall equal his or her Prorated Retirement
Income determined as of the Change in Control date, reduced by (i) the Early
Retirement Factor applicable at the Participant’s age determined as of the
monthly benefit commencement date determined under the provisions of paragraph
(3) below, and (ii) further reduced by Other Benefits as provided in Appendix
C.

      


                                                 (3) 
Monthly
Benefit Commencement Date.  A Participant’s
Immediate Change in Control Benefit shall be deemed to commence as of the first
day of the month following his or her Benefit Commencement Age determined as of
the Change in Control date.

      


                                                 (4) 
Lump Sum
Payment Date.  The lump sum
payment of the Immediate Change in Control Benefit shall be immediately due and
shall be paid within thirty days of such Change in Control. The Company retains
the sole discretion to determine when during the 30-day period the payment will
be made.

      


                                      (b) 
Vested
Change in Control Benefit.

      


                                                 (1) 
Eligibility.  Each Participant
employed by such company as of the Change in Control date shall be entitled to a
Vested Change in Control Benefit as described in (2) below.

      


                                                 (2) 
Benefit.  A Participant’s
Vested Change in Control Benefit shall equal his or her Prorated Retirement
Income determined as of the Change in Control date, reduced by (i) the Early
Retirement Factor applicable at the Participant’s age determined as of the
monthly benefit commencement date determined under the provisions of paragraph
(3) below, and (ii) further reduced by Other Benefits as provided in Appendix
C.

      


                                                 (3) 
Monthly
Benefit Commencement Date.  A Participant’s
Vested Change in Control Benefit shall be deemed to commence as of the first day
of the month following his or her Benefit Commencement Age determined as of the
date the Participant subsequently experiences a Separation from
Service.

      


                                                 (4) 
Lump Sum
Payment Date. The
lump sum payment of the Vested Change in Control Benefit shall be paid as soon
as practicable, but not later than 60 days, after the Participant’s Separation
from Service.  The Company retains the sole discretion to determine
when during the 60-day period the payment will be made.

      


                            4.07. 
Preretirement Death
Benefit.

      


                                      (a)  Eligibility. In the event
that a Participant dies prior to Separation from Service, such Participant’s
Beneficiary shall be entitled to a Preretirement Death Benefit determined as
provided in this Section in lieu of any other benefit provided by this Plan.

      


                                      (b)  Benefit. The
Preretirement Death Benefit provided by this Section shall equal the lump sum
payment, if any, to which the Participant would have been eligible under this
Plan if he/she had experienced a Separation from Service immediately prior to
his/her death, determined without regard to (i) any requirement for Committee
approval of an Approved Early Retirement Date, or (ii) any requirement for 3
years of participation.  The Preretirement Death Benefit shall be
determined by assuming the Participant elected (i) if the Participant was not
married at his or her death, a single life annuity, and (ii) if the Participant
was married at his or her death, a 50% joint and survivor annuity with the
Participant’s spouse as the contingent annuitant under the A&B Retirement
Plan.  

      


                                      (c)  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 this Section.  The
designation shall be made in the form prescribed by the Company and shall become
effective when filed with the Company.  The form must be received by
the Company 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 Company.  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. 

      


                                      (d) 
Lump Sum
Payment Date. The lump sum payment of
the Beneficiary’s Preretirement Death
Benefit shall be paid as soon as practicable, but not later than 60
days, after
the death of the Participant.  The Company retains the sole
discretion to determine when during the 60-day period the payment will be
made.  Under no circumstances may a Beneficiary change the time or
form of such payment.

      


                            4.08.  Retiree
Health and Welfare Benefits.  For purposes of
the A&B Retiree Plan:

      


                                      (a) 
Normal
Retirement Date.  A Participant who
is entitled to a Normal Retirement Benefit shall be deemed to have the greater
of (i) his or her actual Completed Years of Service, and (ii) twenty-five (25)
Completed Years of Service.

      


                                      (b) 
Early
Retirement Date.  A Participant or
former Participant who is entitled to one of the benefits described in paragraph
(1) below shall be deemed to have the rights described in paragraph (2)
below.

      


                                                 (1) 
The benefits described by this paragraph are:

      


                                                            (A) 
an Approved Early Retirement Benefit,

      


                                                            (B) 
a Participation Termination Benefit if such termination occurs at or after the
Participant attained age 55,

      


                                                            (C) 
a Plan Termination Benefit if such termination occurs at or after the
Participant attained age 55,

      


                                                            (D) 
a Vested Change in Control Benefit or a prior Immediate Change in Control
Benefit if such Change in Control occurred at or after the Participant attained
age 55.

      


                                                 (2) 
A Participant who is subject to the provisions of this paragraph shall
automatically become a Participant under the A&B Retiree Plan, without
regard to the age and service requirements in Article III of the A&B Retiree
Plan.  For purposes of determining such Participant’s Health Care
Contributions under the A&B Retiree Plan, the number of Completed Years of
Service of such Participant shall be deemed to be equal to 25 years multiplied
by the fraction used to determine such Participant’s or former Participant’s
Prorated Retirement Income; provided however, that on or after such
Participant’s Normal Retirement Date he or she shall be deemed to have
twenty-five (25) Completed Years of Service.

      


                            4.09.  Six-Month
Delay for Key Employees.  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
4.09 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 the Company, in its sole discretion, in accordance with Section
2.19 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 4.09, the
benefit which would have been otherwise distributed to the deceased Participant
shall be distributed to the Participant’s Beneficiary within 30 days following
the Participant’s death.  The Company retains the sole discretion to
determine when during the 30-day period the payment will be made.

      


      


      ARTICLE
V

      


      SOURCE OF
PAYMENTS

      


                            5.01.  Source of
Payments.  All benefits
payable under this Plan shall be paid in cash from the general funds of the
Company, and no trust account, escrow, fiduciary relationship or other security
arrangement shall be established to assure payment, other than, at the option of
the Company, an escrow account the amounts in which remain subject to the claims
of the Company’s general creditors in the event of insolvency or
bankruptcy.  No Participant or Participant’s Surviving Spouse shall
have any right, title or interest whatsoever in any investments which the
Company may make to aid the Company in meeting its obligations
hereunder.  Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship, between the Company and any Participant,
any Surviving Spouse, or any other person.  To the extent that any
person acquires a right to receive benefits from the Company under this Plan,
such right shall be no greater than, nor different from the right of an
unsecured general creditor of the Company.

      


      


      ARTICLE
VI

      


      FORFEITABILITY

      


                            Notwithstanding
any other provision of this Plan, no payment of unpaid benefits shall be made,
and all rights under the Plan of the Participant, Surviving Spouse, the
Participant’s executors or administrators, or any other person, to receive
benefits under this Plan shall be forfeited if the Participant experiences
either a voluntary Separation from Service or an involuntary Separation from
Service for Cause.  For the purpose of this Plan, an involuntary
Separation from Service for Cause shall mean termination upon (a) the willful
and continued failure by a Participant to substantially perform his or her
duties with the Company (other than any such failure resulting from a
Participant’s incapacity due to physical or mental illness) or (b) the
willful engaging by the Participant 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, shall be considered
“willful” unless done, or omitted to be done, not in good faith and without
reasonable belief that the action or omission was in the best interest of the
Company.

      


      


      ARTICLE
VII

      


      ADMINISTRATION

      


                            7.01.  Administrator.  The Committee
shall have full authority to administer the Plan.  The Committee 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 Committee shall employ the same claims procedure
applicable under the A&B Retirement Plan.  Subject to the express
provisions of the Plan, the Committee shall have complete authority to interpret
the Plan, to prescribe, amend and rescind regulations relating to its
administration, and to make all other determinations that are
necessary in the course of its administration.  All decisions
made by the Committee with respect to the administration of the Plan shall be
final and binding on all persons having an interest in the Plan.  The
Committee may from time to time delegate any right, power or duty concerning the
operation or administration of the Plan to one or more committees, individuals
or entities.   In determining whether to
approve or deny any claim or any appeal from a denied claim, the Committee 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.

      


                            7.02.   Exhaustion
of Remedies.  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 Committee
that the benefits (or a portion thereof) are denied, (c) filed a written
request for a review of denial with the Committee, and (d)
been notified in writing that the denial has been affirmed.

      


      


      ARTICLE
VIII

      


      AMENDMENT AND
TERMINATION

      


                            The
Committee reserves the right to amend, modify, partially terminate, or
completely terminate the Plan; provided, however, that any termination of the
Plan will be done pursuant to section 409A of the Code and the regulations
promulgated thereunder.  However, no amendment, modification or
termination shall reduce retroactively the benefits of any Participant or any
Surviving Spouse under the Plan.

      


      


      ARTICLE
IX

      


      MISCELLANEOUS
PROVISIONS

      


                            9.01.  Benefits
Not Assignable.  No Participant or
Surviving Spouse, 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.  

      


                            9.02.  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 be liable in all cases for
any taxes due with respect to the Plan.  

      


                            9.03.  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 Participant.

      


                            9.04.  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.  

      


                            9.05.  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.

      


                            9.06.  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.

      


                            9.07.  Adoption
by Subsidiaries.  Any subsidiary of
A&B that has adopted the A&B Retirement Plan may adopt this Plan for the
benefit of its employees when one of its employees has been selected as a
Participant by the Committee.  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 Committee 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.

      


      


      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
2.29

      


      


      


      1.  R. F.
Cameron

      2.  R. J.
Donohue

      3.  F. L.
Fleischmann

      4.  G. Y.
Nakamatsu

       



      APPENDIX
B

      


      Rules For Determining
Actuarial Equivalent

      


      


      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. 
      The value of the benefit to a Surviving Spouse which is included in a
      Participant’s Retirement Income shall be included in the calculation of
      the lump sum payment to which the Participant is
  entitled.

              


      

      


      
        	
                 
      

              	
                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 Actuarial
      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 Section 4.06 as a result of a Change of 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 of Control
      date.

              


      



      APPENDIX
C

      


      Rules for the Offset of
Benefits Described in Article IV

      


      


      
        	
                 
      

              	
                1. 
      Any increase in Other Benefits which occur after termination of employment
      or retirement shall not be taken into
account.

              


      

      
        	
                 
      

              	 


      

      
        	
                 
      

              	
                2. 
      In the case of a Participant who is not married at the time benefits are
      deemed to commence under this Plan, Other Benefits shall be determined as
      though such payments were made in the form of a single life
      annuity.

              


      

      
        	
                 
      

              	 


      

      
        	
                 
      

              	
                3. 
      In the case of a Participant who is married at the time a lump sum benefit
      is payable under this Plan, Other Benefits shall be determined as though
      such payments were made in the form of joint and 50% survivor form of
      payment with his or her spouse designated as the contingent
      annuitant.

              


      

      


      
        	
                 
      

              	
                4. 
      It shall be assumed that Other Benefit payments (whether or not in payment
      status) commence under such other plans of the same date benefits commence
      under this Plan.  In all cases, the provisions of the A&B
      Retirement Plan shall be used to determine the adjustment made to the
      Other Benefits for commencement prior to a Participant’ Normal Retirement
      Date or to determine the equivalent joint and 50% survivor
      amount.