A&B DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

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 . &nb