exh-dcd.htm


    A&B DEFERRED
COMPENSATION PLAN

    FOR OUTSIDE
DIRECTORS

    Amended
and Restated Effective as of January 1, 2008

    


    


    Alexander &
Baldwin, Inc. ("A&B" or the “Company”) hereby provides members of A&B’s
Board of Directors who are not A&B employees ("Outside Directors") the
opportunity to defer payment of retainer and meeting fees in accordance with the
following:

    


    1.           Amount Which May Be
Deferred.  An
Outside Director may elect to defer all or a portion of his/her fees in
accordance with the options set forth on the applicable deferral election form,
a copy of which shall be provided by A&B.

    


    2.           Period of Deferral.  All
deferrals shall be until the Outside Director experiences a Separation from
Service.  For purposes of this A&B Deferred Compensation Plan for
Outside Directors (the “Plan”), “Separation from Service” shall mean termination
of service with A&B as described in section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and the regulations promulgated
thereunder.  Once specified, the date(s) for payment of deferred fees
may not be changed.

    


    3.           Election to Defer.  Election
to defer may be made within 30 days following the date an individual first
becomes an Outside Director of A&B or thereafter in December of each
year.  In December of each year, the Human Relations Department will
send to each Outside Director a deferral election form.  Elections to
defer shall be irrevocable on the first day of the calendar year following the
year in which the election was made.  For an election to be effective
for any calendar year, the form must be executed by the Outside Director,
returned to A&B, and accepted and approved by the Human Relations Department
before the beginning of the calendar year for which the election is to be
effective.  Such election shall be effective and irrevocable on
January 1 of the calendar year following the calendar year in which the Human
Relations Department accepts and approves the Outside Director's executed
election form.  Any election will apply to subsequent calendar years
until the Outside Director provides A&B with a notice to modify or revoke
the election.  Such notice to modify or revoke the election will
become irrevocable and effective on the January 1 following the year in which it
was made.  Notice of modification or revocation of an election must be
submitted in writing, and may be submitted to the A&B Human Relations
Department at any time.

    


    4.           Payout of Deferred
Fees.  Except as provided otherwise in this paragraph, deferred
fees will be paid to Outside Directors in accordance with the schedule of
payments specified in the deferral election form.  Payments will be
made in January of the year in which payments are scheduled.  If an
Outside Director does not make any election with respect to the form of a
payment, then such payment shall be payable in a lump sum in the January
following his or her Separation from Service.  Notwithstanding the
foregoing, upon the occurrence of a Change in Control, as defined hereafter, the
Plan shall automatically terminate, and the present value of the benefit to
which each Outside Director is entitled shall be paid to the Outside Director in
a single lump sum within thirty (30) days following the Change in
Control.  The Company retains the sole discretion to determine when
during the 30-day period the payment will be made.  For purposes of
this Plan, a “Change in Control” means a “change of control” of A&B as
defined in Section 409A of the Code and the final regulations and any guidance
promulgated thereunder.

    


    5.           Interest on Account
Balance.  Deferred
fees will be credited with interest, compounded annually, at a per annum rate
equal to 1% above the New York Federal Reserve Bank discount rate in effect on
December 31 of each calendar year.

    


    6.           Funding the Deferral
Account.  Deferred
fee accounts will not be funded.  The accounts will be maintained by
A&B only as book accounts, and no trust account, fiduciary relationship, or
other security arrangement will be established, other than, at the option of
A&B, an escrow account the amounts in which remain subject to the claims of
A&B's general creditors in the event of insolvency or
bankruptcy.  Because this Plan is unfunded, the Outside Directors must
rely solely on the general credit of A&B for payment of deferred
fees.  However, A&B in its sole discretion may establish and
maintain a “rabbi” trust, which shall be a trust in which the Company may
deposit amounts determined under the Plan.  Any “rabbi” trust assets
are subject to the claims of A&B’s creditors in the event of bankruptcy or
insolvency, until paid to the Outside Directors and their
beneficiaries.  The “rabbi” trust shall constitute an unfunded
arrangement providing deferred compensation to a select group of management or
highly compensated employees for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”).

    


    7.           Designation of Beneficiaries.  Each
participating Outside Director may file with A&B a written designation of
one or more primary beneficiaries and one or more contingent beneficiaries to
whom payments otherwise due to the Outside Director at the date of his/her death
shall be made after the death of the Outside Director.  Such payments
will be made in such amounts and at such times as would have been made to the
Outside Director had he/she lived.  The written designation must be
received by the Company prior to the death of the Outside Director.  A
beneficiary may not, under any circumstances, change the time and form of the
payments.  Such payments will be divided among the primary
beneficiaries who survive the Outside Director in such proportion as directed in
the written designation.  If no primary beneficiary survives the
Outside Director, such payment will be divided among the contingent
beneficiaries who survive the Outside Director in such proportion as directed in
the written designation.  If no primary or contingent beneficiary
survives the Outside Director or is designated by the Outside Director, such
payments will be made to the estate of the Outside Director.  At the
discretion of the Compensation Committee of the A&B Board of Directors,
payments to the estate of the Outside Director may be made in a lump-sum equal
to the full amount of the Outside Director's deferred fee account; provided,
however, that such payment will not be made later than 90 days following the
Outside Director’s death. The Company retains the sole discretion to determine
when during the 90-day period the payment will be made.

    


    8.           Miscellaneous.

    


    A.           Inalienability.  No
Outside Director or beneficiary, or any other person having or claiming to have
any interest of any kind or character in or under this Plan or in any of the
deferred fees or any part thereof or payment therefrom shall have the right to
sell, assign, transfer, convey, hypothecate, anticipate, pledge or otherwise
dispose of such interest; and to the extent permitted by law, such interest
shall not be subject to any liabilities or obligations of the Outside Director
or to any bankruptcy proceedings, creditor claims, attachment, garnishments,
execution, levy or other legal process against such Outside Director or his/her
property.

    


    B.           Controlling Law.  This Plan shall
be construed, administered, and governed in all respects in accordance with the
laws of the State of Hawaii.  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 Outside Directors shall in all cases
be liable for any taxes due with respect to Plan.

    


    C.           No Service
Contract.  The adoption and
maintenance of this Plan shall not be deemed to confer on any Outside Director
any right to continue in the service of the Company, and shall not be deemed to
interfere with the right of the Company to terminate the service of any Outside
Director.

    


    D.           Binding
Agreement.  This Plan shall
be binding upon and inure to the benefit of the Company, its successors and
assigns, and the Outside Directors and their beneficiaries, heirs, executors,
administrators and legal repre­sentatives.

    


    E.           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.

    


    F.           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.

    


    IN
WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this plan to be
executed and its seal to be affixed hereunder by its officers thereunto duly
authorized, effective as of January 1, 2008.

    


    ALEXANDER & BALDWIN,
INC.

    


    By:  /s/ Son-Jai
Paik

            Its
Vice President

    


    By:  /s/ Alyson J.
Nakamura

            Its
Secretary