Alexander & Baldwin, Inc. 1998 Stock Option/Stock Incentive Plan, as amended on October 25, 2000, January 24, 2002, February 24, 2005, June 22, 2006, and October 26, 2006, respectively; and

ALEXANDER & BALDWIN, LLC

ALEXANDER & BALDWIN, LLC, SERIES R

ALEXANDER & BALDWIN, LLC, SERIES T

ALEXANDER & BALDWIN, LLC, SERIES M

ALEXANDER & BALDWIN, INC.

822 Bishop Street

Honolulu, Hawaii 96801-3440

Alexander Welch (​)

ALEXANDER & BALDWIN, INC.

The Notes have been unconditionally guaranteed by the Company’s direct parent, Alexander & Baldwin, Inc., and certain of its Subsidiaries (other than the Company) pursuant to the terms of the Multiparty Guaranty.

Each A&B Holdings Award that is (i) outstanding under any of the following Alexander & Baldwin, Inc. equity incentive plans assumed by A&B Holdings in connection with the June 2012 merger of Alexander & Baldwin, Inc. with a wholly-owned A&B Holdings subsidiary (collectively, the “Assumed A&B Plans”) and (ii) held by a New A&B Employee at the close of market on the Distribution Date will be cancelled at that time and will be immediately replaced with a Substitute Award covering shares of the Corporation’s common stock (“Shares”) pursuant to the provisions of Article V of this Legacy Addendum:

We are pleased to offer you the role of executive vice president and chief financial officer reporting to Chris Benjamin, president and chief executive officer, subject to the approval of the Alexander & Baldwin, Inc. Board of Directors:

The purpose of the Alexander & Baldwin, Inc. Executive Severance Plan (the “Plan”) is to retain key employees and to encourage such employees to use their best business judgment in managing the affairs of Alexander & Baldwin, Inc. (the “Company”) and its divisions and subsidiaries. Therefore, the Company is willing to provide the severance benefits described below to protect these employees if involuntarily terminated without cause or laid off from employment as part of a job elimination/restructuring or reduction in force. It is further intended that this Plan will complement other compensation program components to assure a sound basis upon which the Company will retain key employees.

Participant shall be subject to the Alexander & Baldwin, Inc. Policy Regarding Recoupment of Certain Compensation, effective as of June 29, 2012, the terms of which are hereby incorporated herein by reference and receipt of a copy of which Participant hereby acknowledges; and

This Amended and Restated 2012 Incentive Compensation Plan is intended to promote the interests of Alexander & Baldwin, Inc., a Hawaii corporation, by providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation programs designed to encourage them to continue their service relationship with the Corporation.