A&B 1985 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Amended and Restated Effective January 1, 2008

                       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”).  

                       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.

                       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.  

                       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 an