ALEXANDER & BALDWIN, INC.
                  1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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                                AMENDMENT NO. 3
                                ---------------


      The Alexander & Baldwin, Inc. 1989 Non-Employee Director Stock Option
Plan (hereinafter the "Plan") is hereby amended, effective as of October 25,
2000, as follows:

      1.    Subparagraph A of the "CANCELLATION OF OPTIONS" section under
Article II of the Plan is hereby amended by replacing clauses (i) and (ii)
thereof with the following:

           "(i)   any "person" (defined as such term is used in
      Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "bene-
      ficial owner" (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Corporation representing
      35% or more of the combined voting power of the Corporation's then
      outstanding securities;

           (ii)   at least a majority of the Board ceases to consist of
      (a) individuals who have served continuously on the Board since
      January 1, 2000 and (b) new directors (other than a director whose
      initial assumption of office is in connection with an actual or
      threatened election contest, including but not limited to a consent
      solicitation, relating to the election of directors of the
      Corporation) whose election, or nomination for election by the
      Corporation's shareholders, was approved by a vote of at least
      two-thirds of the directors then still in office who shall at that
      time have served continuously on the Board since January 1, 2000 or
      whose election or nomination was previously so approved;

          (iii)   there is consummated a merger or consolidation of the
      Corporation or any direct or indirect subsidiary of the Corporation
      with any other entity, other than (a) a merger or consolidation
      immediately following which the individuals who comprise the Board
      immediately prior thereto constitute at least a majority of the board
      of directors of the Corporation, the entity surviving such merger or
      consolidation or any parent thereof or (b) a merger or consolidation
      effected to implement a recapitalization of the Corporation (or
      similar transaction) in which no person is or becomes the beneficial
      owner, directly or indirectly, of securities of the Corporation (not
      including in the securities beneficially owned by such person any
      securities acquired directly from the Corporation or its affiliates)
      representing 35% or more of the combined voting power of the Corpora-
      tion's then outstanding securities; or

           (iv)   the stockholders of the Corporation approve a plan of
      complete liquidation or dissolution of the Corporation or there is
      consummated an agreement for the sale or disposition by the
      Corporation of all or substantially all of the Corporation's assets,
      other than a sale or disposition by the Corporation of all or substan-
      tially all of the Corporation's assets to an entity at least a
      majority of the board of directors of which or of any parent thereof
      is comprised of individuals who comprised the Board immediately prior
      to such sale or disposition;"

      2.    Subparagraph A of the "CANCELLATION OF OPTIONS" section under
Article II of the Plan is hereby further amended by adding the following
sentence to the end thereof:

      "Notwithstanding the foregoing, a Change in Control of the Corporation
      shall not be deemed to have occurred by virtue of the consummation of
      any transaction or series of integrated transactions immediately
      following which the holders of the common stock of the Corporation
      immediately prior to such transaction or series of transactions
      continue to have substantially the same proportionate ownership in an
      entity which owns all or substantially all of the assets of the
      Corporation immediately following such transaction or series of
      transactions."

      3.    Except as modified by this Amendment, all the terms and provisions
of the Alexander & Baldwin, Inc. 1989 Non-Employee Director Stock Option Plan
shall continue in full force and effect.

            IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this
Amendment to be executed on its behalf by its duly-authorized officers on this
25th day of October, 2000.


                                    ALEXANDER & BALDWIN, INC.

                                    By /s/ John F. Gasher
                                       Its Vice President

                                    By /s/ Alyson J. Nakamura
                                       Its Secretary