2023 Alexander & Baldwin Nonqualified Defined Contribution Plan Adoption Agreement

(b)☒    amends and restates its existing plan as of November 1, 2023, which is the Amendment Restatement Date. Except as provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.

Alexander & Baldwin, Inc. 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

Alexander & Baldwin, Inc. would be considered a single employer under Section 414(b) of the Code; provided that in applying Section 1563(a)(l), (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)(l), (2), and (3) of the Code, and in applying Treasury Regulation§ l.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§ l.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.

Note: The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator.

For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:

be cancelled for the remainder of any Plan Year during which he receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained by the Employer to the extent necessary to satisfy the requirements of Reg. Sec. l.401(k)-l(d)(3). If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

A Participant who defers Compensation for the Plan Year shall receive an allocation of matching contributions determined in accordance with Section 5.0l(a)(i) provided he satisfies the following requirements [complete the ones that are applicable]:

The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement except when Section 9.6 of the Plan requires a six-month delay for certain distributions to Key Employees of publicly traded companies.

(A)☒    As soon as administratively feasible following the distribution event as delayed pursuant to Section 6.0l(a)(ii)(A) but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d)

(iii)Except in the event of death, a distribution shall be made no later than the end of the taxable year in which the applicable distribution date occurs or, if later, the 15th day of the third month after the applicable distribution date occurs; provided if the payment period crosses two tax years, the payment recipient may not designate the taxable year of the payment. In the event of death of the participant (or beneficiary, if applicable), distributions must commence no later than the last day of the calendar year after the calendar year in which the death occurred, and the payment recipient may be allowed to designate the taxable year for payment.

Participants may elect the following payment events and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5, 7, 9).

☒    If the Participant’s vested Account at the time his payment is triggered does not exceed $15,000, distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.

elected to permit annual elections of a time and form of payment for amounts deferred under the Plan. If a single election of a time and/or form of payment is required, the Participant will make such election at the time he first completes a deferral agreement which, in all cases, will be no later than the time required by Reg. Sec. l.409A-2.