Hired Before January 1, 2008

The A&B Retirement Plan for Salaried Employees (the "Retirement Plan") is designed to help provide you and your family with a reliable source of future income. The Retirement Plan pays a benefit to you when you retire from A&B or any of its participating companies (please note that employees hired by Matson Integrated Logistics (MIL) after January 1, 2006 are not eligible for the Retirement Plan). The amount you receive is based on two factors, your...

• Compensation, and

• Length of service.

A&B pays the full cost of the Retirement Plan.

Note that the Retirement Plan described here applies to salaried, non-bargaining employees hired or rehired by A&B or any of its participating companies before January 1, 2008. It also applies to salaried, non-bargaining employees who transfer before January 1, 2008 from an employee group (either of A&B or of any participating company) that was not covered by the Retirement Plan to an employee group that is covered by the Retirement Plan.

Vesting is the process by which you earn the right to receive a retirement benefit under this Plan. You become vested in the Plan after five years of service with A&B, beginning with your hire date. Thus, if you leave A&B after five years of service you will have earned the right to receive a pension benefit when you reach retirement age. This benefit will be based on your earnings and service with A&B as explained under How Your Benefits Are Calculated.

You also will become vested in the Plan if you reach age 65 while a Plan participant, even if you have less than five years of service.

Breaks In Service

If you leave A&B and are later rehired, you will have a "break in service," unless you are rehired within 12 months. The impact a break in service will have on your vesting and/or benefits will vary, depending on whether you are vested when the break occurs, as explained below.

Returning To Work After Retirement

If, after your retirement, you complete at least 40 hours of service with A&B or any of its affiliated companies in any calendar month, the Plan Administrator will suspend payment of your retirement benefits. Your benefits will resume when your retirement resumes and you file an application with the administrator.

There are various circumstances under which you may receive benefits from the A&B Retirement Plan as described in the sections below. For information regarding the amount of benefits you may be eligible to receive, see How Your Benefits Are Calculated.

Normal Retirement

You are eligible to begin receiving the full benefit amount upon your normal retirement date (age 65). Benefits will begin the first day of the month following (or coincident with) the day you retire.

Early Retirement

You may elect early retirement under the Plan if you...

• Are age 55 or older,

• Have completed at least five years of service with A&B and/or one of its participating companies, and

• File a written request for benefits with the Plan Administrator.

If you elect early retirement, the monthly benefit for which you would otherwise be eligible at age 65 will be reduced, since the benefits are paid over a longer period of time.

Deferred Retirement

You may also choose to defer your retirement beyond the normal retirement date. If you do, you will not receive benefits until the date...

• Of your actual retirement, or

• Required by any applicable law.

Note: If you own more than 5% of A&B stock (a "5% owner"), the IRS requires that you begin receiving benefit payments no later than April 1 following the year in which you reach age 70 1/2, even if you are still working. If you are not a "5% owner" and you retire after April 1 following the year in which you reach age 70 1/2, your retirement benefit will be actuarially increased.

If You Leave A&B Before Retirement Age

Because you earn (accrue) a retirement benefit during your years of employment, and become vested in that accrued benefit after five years, you are entitled to a benefit even if you leave A&B before you retire.

If you are vested when you leave A&B, you may receive...

• A lump sum payment when your employment ends, if the actuarial equivalent of your accrued benefit is $1,000 or less (federal income tax may apply to the lump sum payment);

• A rollover into an Individual Retirement Account (IRA), if the actuarial equivalent of your accrued benefit is greater than $1,000 but less than $5,000 (unless you wish to roll it over to another IRA that you specify);

• A reduced monthly benefit as early as age 55, if you had at least five years of service when you left the Company; or

• The full monthly benefit amount at age 65.

However, if you leave A&B before you have five years of service, you will lose your right to any benefit.

If You Die Before Retirement

If you die before you retire, your spouse will receive a surviving spouse's benefit from the A&B Retirement Plan as long as you were vested in the Plan at the time of your death. For details, see Benefits For Surviving Spouses.

Your retirement benefit is based on your credited benefit service, your compensation and your covered compensation. These terms have specific meaning when calculating benefits under the Plan.

Generally, your "Credited Benefit Service" is the total time you are an eligible employee, beginning with your date of hire and ending with your final termination date, and accounting for any breaks in service.

Your compensation—which, for purposes of the Retirement Plan is referred to as your "Final Average Monthly Compensation" or "FAMC" —is the average of your base salary (plus overtime and annual bonuses) for the five consecutive years during the most recent 10-year period during which you earned the highest average monthly compensation as an eligible employee. By law, the Plan may only recognize compensation up to an annual limit. This limit, which is adjusted periodically for cost-of-living increases, is currently (as of January 1, 2009) $245,000.

Lastly, your "Covered Compensation" is the average monthly Social Security taxable wage base in effect for each calendar year for the 35 years ending with the year you reach Social Security age. These averages are determined by law for each age group (and are available by contacting your local Human Resources representative or online via the Social Security Administration's Website at www.ssa.gov).

Using The Benefit Formula

To use the benefit formula, you'll need all three of the above figures—Credited Benefit Service, FAMC and Covered Compensation. The benefit formula is comprised of up to three steps.

Step 1

• 1.45% of FAMC, up to Covered Compensation, plus

• 1.85% of FAMC over Covered Compensation, times

• Years of Credited Benefit Service up to 25 years.

Step 2 If you have more than 25 years of Credited Benefit Service, add to Step 1...

• 0.725% of FAMC, up to Covered Compensation, plus

• 0.925% of FAMC over Covered Compensation, times

• Years of Credited Benefit Service between 25 and 50 years.

Step 3 If you have more than 50 years of Credited Benefit Service, add to the total from Step 2...

• 0.725% of FAMC, times

• Years of Credited Benefit Service over 50 years.

You can use the worksheet to estimate your own benefit. Your local Human Resources representative can provide you with the "Covered Compensation" amount you should use when making this calculation.

Calculating Early Retirement Benefits

If you retire early, your benefit will be based on your earnings and Credited Benefit Service, up to your early retirement date using the formula outlined previously. However, the benefit will be reduced if you begin receiving payments early, since you'll receive payments over a longer period of time. The table below outlines the benefit reduction factors.

Benefit payments are made based on your marital status on the date on which your benefits begin. If as of this date you are...

• Married , you will receive your benefits in the form of a joint and survivor annuity, unless you elect otherwise; the annuity will provide a lifetime monthly payment to you, and a survivor benefit equal to 50% of that payment to your spouse.

• Single, you will receive your benefits in the form of a single life annuity, unless you elect otherwise.

Regardless of whether you are married or single when your benefits begin, you may elect an alternative method in which to receive your benefits, as outlined below. If you are...

• Married, you may elect a single life annuity.

• Single or married, you may elect a joint and survivor annuity and choose a beneficiary (either your spouse or another individual)—this beneficiary will receive a survivor portion equal to 50% or 100% (based on the option you elect) of the monthly benefits payable during your lifetime.

• Married, you may elect a joint and survivor annuity known as the "last survivor" option. This annuity pays a reduced benefit to you throughout your and your spouse's lifetime; then, upon the death of either you or your spouse, the annuity will be reduced to two-thirds of the monthly benefit paid to you while both you and your spouse were alive.

The joint and survivor annuities offered under this Plan provide the actuarial equivalent of a single life annuity for your lifetime. This means you will receive a reduced monthly benefit during your lifetime to finance the payments that will be made to your spouse (or other beneficiary) after you die.

Note: You may be required to provide proof of good health if you want to elect an alternative method of payment within the year before you retire. Married participants must also obtain their spouse's notarized written consent of the election of an alternative payment method.

Benefits For Surviving Spouses

Generally your spouse will receive a surviving spouse's benefit for as long as he or she lives if, before you retire, you...

• Are married for at least one year,

• Are vested in the Plan, and

• Die.

This benefit will begin at the time you would have otherwise qualified for a retirement benefit, and will vary based on your and your spouse's age.

The cost of providing the surviving spouse benefit protection is subsidized by each participating company for its participants.

The beneficiaries of those participants who made contributions to the Retirement Plan are entitled to receive a special death benefit equal to the amount of such contributions, plus interest. Note that the death benefit will be reduced by any benefits otherwise payable to either the participant or any beneficiary.

This special death benefit will normally be paid to a beneficiary designated by the participant. However, a married participant must obtain his or her spouse's notarized written consent if the participant wants to name someone other than his or her spouse as beneficiary.

The following information pertains specifically to the A&B Retirement Plan. Additional information regarding all of the plans that comprise the A&B Retirement and Investment Program can be found under Putting It All Together.... In addition, information pertaining to all of your A&B benefits and the rights guaranteed you under Federal law can be found under Your Rights Under Federal Law.

Taxes

Any benefit payments you receive from the Retirement Plan attributable to A&B's contributions will be considered ordinary taxable income to you at the time you receive them.

However, if you previously made contributions to the Plan, a portion of your benefit payments will be considered a non-taxable return of such contributions. You should consult a qualified tax advisor or the IRS to determine the exact consequences of any distribution you receive. Also, please keep in mind that taxation regulations differ from state to state. Again, you may want to consult a qualified tax advisor or your state tax office.

Plan Funding And Administration

Alexander & Baldwin, Inc. is the Plan Administrator, and is responsible for the day-to-day administration and operation of your plan. The Plan Administrator will interpret plan provisions, establish rules and regulations, and review any claims for benefits filed by participants and beneficiaries. The Plan Administrator also maintains records of all plan transactions.

Assignment Of Plan Benefits

Generally, you may not assign or transfer your right to receive benefits under the Retirement Plan, nor may you use your right to benefits as collateral for any loan. Similarly, your benefits are not subject to any creditors' claims or to attachment by legal process (other than federal tax levies and judgments).

Plan benefits, however, may be applied to the satisfaction of child support and alimony claims in accordance with a Qualified Domestic Relations Order (QDRO). The QDRO must relate to child support, alimony payment or marital property rights. The Plan Administrator will notify you if a QDRO is received, along with the procedures for determining and processing the order.

Benefit And Compensation Maximums

The Internal Revenue Code (IRC) limits the amount of compensation that may be used to calculate your benefit as well as the annual benefit payable under the plan. As these amounts are subject to change from year to year, you may contact your local Human Resources representative to find out the current year's maximums.

Applying For Benefits

To receive benefits from the A&B Retirement Plan, you must file a written application with the Plan Administrator. The Plan Administrator will provide you with the appropriate forms at least 30 days before you become entitled to your benefits.

You may file your application for benefits (including your election of an optional form of payment) as early as 90 days before your retirement date, but generally not later than 30 days before your benefit would commence. If your notification to the Plan Administrator of your retirement date and application for benefits is less than 30 days, you must sign a form stating that you agree to waive the 30-day notice period from the Plan Administrator. 

Note: To ensure timely notification of benefit eligibility, you should notify the Plan Administrator any time your address changes.

For information regarding how to appeal a decision with regard to your retirement benefit amount, refer to Claim Procedures

Benefit Protection

Your pension benefits under the Retirement Plan are insured by the Pension Benefit Guaranty Corporation (PBGC), a Federal insurance agency. If the Plan terminates (ends) without enough money to pay all benefits, the PBGC will step in to pay pension benefits. In such situations, most people receive all of the pension benefits they would have received under their pension plan, but some people may lose certain benefits.

The PBGC guarantee generally covers....

• Normal and early retirement benefits,

• Disability benefits, if you become disabled before the plan terminates, and

• Certain benefits for survivors.

The PBGC guarantee generally does not cover...

• Benefits greater than the maximum guaranteed amount set by law for the year in which the plan terminates.

• Some or all of benefit increases and new benefits based on plan provisions that have been in place fewer than five years at the time the plan terminates.

• Benefits that are not vested because you have not worked long enough for the Company to be vested.

• Benefits for which you have not met all of the requirements at the time the plan terminates.

• Certain early retirement payments (such as supplemental benefits that end when you become eligible for Social Security) that result in a monthly early retirement benefit greater than your monthly benefit at the plan's normal retirement age.

• Non-pension benefits, such as health insurance, life insurance, certain death benefits, vacation pay, and severance pay; this also includes any benefits payable under a 401(k) or profit sharing plan, such as the A&B Individual Deferred Compensation (IDC) and Profit Sharing Retirement (PSR) Plans.

Even if certain of your pension plan benefits are not guaranteed, you still may receive some of those benefits from the PBGC, depending on two factors: how much money your plan has and how much the PBGC collects from employers.

For more information about the PBGC and the benefits it guarantees, contact the A&B Human Resources Department at 808-525-6611 (822 Bishop Street, Honolulu, HI 96813) or contact the PBGC at:

PBGC Technical Assistance Division
1200 K Street N.W., Suite 930
Washington D.C. 20005-4026
202-326-4000.

TTY/TDD users may call the Federal relay service toll-free number at 800-877-8339 and ask to be connected to the PBGC's number.

Additional information about the PBGC's pension insurance program is available through the PBGC's website at www.pbgc.gov.