ALEXANDER & BALDWIN, INC.
822 Bishop Street
Honolulu, Hawaii 96801
As of April 25, 2001
The Prudential Insurance Company
of America ("PRUDENTIAL")
Each Prudential Affiliate (as hereinafter defined) which becomes bound by certain
provisions of this Agreement as hereinafter provided (together with Prudential,
the "PURCHASERS")
c/o Prudential Capital Group
Four Embarcadero Center
Suite 2700
San Francisco, CA 94111
Ladies and Gentlemen:
The undersigned, Alexander & Baldwin, Inc. (the "Company") hereby agrees with you as follows:
1. AUTHORIZATION OF ISSUE OF NOTES. The Company has authorized the issue of its senior promissory
notes in the aggregate principal amount of $50,000,000, to be dated the date of issue thereof, to mature, in the
case of each Note so issued, no more than twenty years from the date of original issuance, to have an average
life, in the case of each Note so issued, of no more than fifteen years, to bear interest on the unpaid balance
thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth,
in the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered
pursuant to paragraph 2B(5), and to be substantially in the form of Exhibit A attached hereto. The terms "NOTE"
and "NOTES" as used herein shall include each Note delivered pursuant to any provision of this Agreement and
each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which
have (i) the same final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment
amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate,
(v) the same interest payment periods and (vi) the same date of issuance (which, in the case of a Note issued in
exchange for another Note, shall be deemed for these purposes the date on which such Note's ultimate
predecessor Note was issued), are herein called a "SERIES"