A&B EXCESS BENEFITS PLAN

                       1.01.  Establishment of Plan .   Alexander & Baldwin, Inc. hereby establishes an excess benefits/top hat plan for certain eligible executives.

                       1.02.  Purpose of Plan .   It is the purpose of this Plan to provide certain eligible executives with benefits equal to the benefits they would receive under the A&B Retirement Plan, the Matson Retirement Plan for Salaried Employees and the A&B Profit Sharing Plan if certain changes had been made to those plans.  The Plan is intended to be exempt from the participation, vesting, funding, and fiduciary requirements of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), pursuant to Sections 201(2), 301(3) and 401(1) of ERISA.

The following terms have the meanings indicated:

                       2.00.  “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 C of this Plan.

                       2.01.  “A&B” means Alexander & Baldwin, Inc., a Hawaii corporation. 

                       2.02.  “A&B Master Trust Agreement” means the Alexander & Baldwin, Inc. Retirement and Pension Trust Agreement, as amended from time to time.

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

                       2.04.  “A&B Profit Sharing Plan” means the Alexander & Baldwin, Inc. Profit Sharing Retirement Plan, as amended from time to time.

                       2.05.  “Administrator” means the person specified in Section 5.01.

                       2.06.  “Beneficiary” means the person or persons designated by the Participant as such in accordance with the provisions of Section 4.01(e) and to whom the benefit, if any, provided for in Section 4.01(d) is payable.

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

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

                       2.09 .  “Committee” means the Compensation Committee of the Board of Directors.

                       2.10.  “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.

                       2.11 .  “Fair Market Value” means, with respect to the per share valuation of A&B common stock on any relevant date, the mean between the highest and lowest selling prices per share of A&B common stock on such date, as quoted on the Nasdaq National Market or the NYSE (or any successor system), as applicable.  Should A&B common stock become traded on a national securities exchange, then the Fair Market Value per share shall be the mean between the highest and lowest selling prices on such exchange on the date in question, as such prices are quoted on the composite tape of transactions on such exchange.  If there is no reported sale of A&B common stock on the Nasdaq National Market or the NYSE (or any successor system), as applicable, on the date in question, then the Fair Market Value shall be the mean between the highest and lowest selling prices on the Nasdaq National Market or the NYSE (or any successor system), as applicable, on the last preceding date for which such quotation exists.

                       2.12.  “Identification Date” means each December 31.

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

                                (i)  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;

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

                                (iii)  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 2.13 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.

                       2.14.  “Participant” means an eligible employee selected by the Administrator pursuant to Section 3.02.

                       2.15 .  “Plan” means this A&B Excess Benefits Plan, as amended from time to time.

                       2.16 .  “Section 16 Insider” means any Participant who is, at the time of the relevant determination or was at any time within the immediately preceding six (6) months, an officer or director of A&B subject to the short-swing profit restrictions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

                       2.17.  “Separation from Service” means 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).

                       3.01.  Eligibility .   Any employee of A&B who is a participant in the A&B Retirement Plan or the A&B Profit Sharing Plan and who is highly compensated or who is one of a select group of management employees shall be eligible to participate in this Plan.  However, any Employee who first became eligible to participate in the A&B Retirement Plan on or after January 1, 2008 shall not be eligible for any benefits described in the Plan, including, but not limited to those benefits described in Section 4.01 of the Plan.  

                       3.02.  Participation .   Participants in this Plan shall be any eligible employees who have been assigned at least three hundred and fifty (350) accountability points under A&B’s job evaluation program.  In addition, the Administrator shall have the exclusive and unfettered discretion to select additional Plan Participants from among eligible employees.  A Participant in this Plan shall remain as such until the date he/she ceases to satisfy the participation requirements in the first sentence of this Section 3.02, until the date upon which the Participant experiences a Separation from Service for any reason or until such earlier time as may be specified by the Administrator.

                       4.01.  Pension Benefits .   

                                (a)  Entitlement to Pension Benefits .   Except as provided in Section 4.01(d) below, a Participant’s pension benefit under this Plan shall equal one hundred percent of the difference between the benefit to which the Participant is entitled under the A&B Retirement Plan determined without regard to limitations imposed by the Code (and, with respect to Participants listed in Appendix A to this Plan, without regard to amendments in the benefit formula after December 31, 1988, unless such amendment would produce a higher benefit) and the benefit to which the Participant is entitled under such plan determined after giving effect to those limitations.  For the purpose of this Plan, the benefit to which the Participant is entitled under the A&B Retirement Plan shall be determined by including as part of the Participant’s monthly compensation all deferred base salary and all deferred incentive awards under the A&B One-Year Performance Improvement Incentive Plan and the A&B Annual Incentive Plan.  

                                (b)  Payment of Pension Benefits Other Than Death Benefits .    A Participant’s vested pension benefit under this Plan, other than the benefits described in Sections 4.01(c) or (d) below, shall be a lump sum payment, payable within 60 days following Participant’s Separation from Service, which equals the greater of the amounts determined under paragraph (1) and paragraph (2):

                                           (1)  An amount which is the Actuarial Equivalent of the benefit described in paragraph (a) above.

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

                      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 4.01(b) 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 A&B, in its sole discretion, in accordance with Section 2.13 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 4.01.(b), the benefit which would have been otherwise distributed to the deceased Participant shall be distributed to the Participant’s Beneficiary within 60 days following the Participant’s death.  A&B retains the sole discretion to determine when during the 60-day period the payment will be made.

                                (c)  Select Benefits Provided to Retired Former Employees of California and Hawaiian Sugar Company .

                                           (1)  Prior to the closing of the transactions contemplated by the Asset Purchase Agreement by and among California and Hawaiian Sugar Company, Inc., A&B-Hawaii, Inc., McBryde Sugar Company, Limited, and Sugar Acquisition Corporation, and the Stock Sale Agreement by and between California and Hawaiian Sugar Company, Inc. and Citicorp Venture Capital, Ltd. (the “Closing Date”), all other provisions of the Plan notwithstanding, the retired former employees of California and Hawaiian Sugar Company who are listed in Appendix B of this Plan shall be eligible to receive the benefits shown in Appendix B, and no other benefits shall be paid to such retired former employees under the provisions of this Plan.  Payment of these benefits shall be according to the terms shown in Appendix B, and no other provisions of this Plan shall affect the amount or the form of payment of these benefits.

                                           (2)  As of the Closing Date, all other provisions of this Plan notwithstanding, the obligation of this Plan to pay any benefit shown in Appendix B to the retired former employees of California and Hawaiian Sugar Company, Inc. listed in Appendix B shall cease, and the obligation to pay such benefits, with respect to any period on and after such date, is assumed by Sugar Acquisition Corporation.

                                (d)  Entitlement to Alternate Death Benefits .   In the event that a Participant dies prior to a Separation from Service, such Participant’s Beneficiary shall be entitled to a death benefit determined under this Section 4.01(d) in lieu of any other benefit provided by this Plan.