Note Purchase and Private Shelf Agreement

March 8, 2009

Alexander & Baldwin, Inc.

822 Bishop Street

Honolulu, Hawaii  96813

Gentlemen:

Reference is made to the Note Purchase and Private Shelf Agreement dated as of April 19, 2006, by and between Alexander & Baldwin, Inc. (the “Company”), on the one hand, and Prudential Investment Management, Inc. (“PIM”) and each Prudential Affiliate (as defined therein) that is or may become bound by certain provisions thereof, on the other hand, as amended by a letter agreement dated April 9, 2007 (the "Agreement").

Pursuant to paragraph 11C of the Agreement and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned and the Company hereby agree that clause (i) of paragraph 2B(2) is amended by deleting the reference therein to “the third anniversary of the date of this Agreement” and substituting therefor a reference to “the sixth anniversary of the date of this Agreement”.   The effectiv