ALEXANDER & BALDWIN, INC. DEFERRED COMPENSATION PLAN
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                                AMENDMENT NO. 3
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     The Alexander & Baldwin, Inc. Deferred Compensation Plan, effective
August 25, 1994, is hereby amended, effective as of October 25, 2000, as
follows:

     1.   Section II is hereby amended by replacing the definition of "Change
in Control" in its entirety with the following:

      "Change in Control shall mean a change in control of the Company of a
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     nature that would be required to be reported in response to Item 6(e)
     of Schedule 14A of Regulation 14A promulgated under the Securities
     Exchange Act of 1934, as amended (the "1934 Act"), whether or not the
     Company in fact is required to comply with Regulation 14A thereunder;
     provided that, without limitation, such a change in control shall be
     deemed to have occurred if:

            (i)  any "person" (defined, for purposes of Section IX
     hereinbelow, as such term is used in Sections 13(d) and 14(d) of the
     1934 Act) is or becomes the "beneficial owner" (defined, for purposes
     of Section IX hereinbelow, as defined in Rule 13d-3 under the 1934
     Act), directly or indirectly, of securities of the Company repre-
     senting 35% or more of the combined voting power of the Company'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 Company)
     whose election, or nomination for election by the Company'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
     Company or any direct or indirect subsidiary of the Company 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 Company, the entity surviving such merger or consolidation or
     any parent thereof or (b) a merger or consolidation effected to
     implement a recapitalization of the Company (or similar transaction)
     in which no person is or becomes the beneficial owner, directly or
     indirectly, of securities of the Company (not including in the
     securities beneficially owned by such person any securities acquired
     directly from the Company or its affiliates) representing 35% or more
     of the combined voting power of the Company's then outstanding
     securities; or

           (iv)  the stockholders of the Company approve a plan of complete
     liquidation or dissolution of the Company or there is consummated an
     agreement for the sale or disposition by the Company of all or sub-
     stantially all of the Company's assets, other than a sale or disposi-
     tion by the Company of all or substantially all of the Company'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 com-
     prised the Board immediately prior to such sale or disposition.

     Notwithstanding the foregoing, a Change in Control of the Company
     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 Company
     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
     Company immediately following such transaction or series of
     transactions."

     2.   Except as modified by this Amendment No. 3, all terms and provisions
of the Alexander & Baldwin, Inc. Deferred Compensation Plan shall continue in
full force and effect.

     IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused its authorized
officers to affix the corporate name and seal hereto this 25th day of October,
2000.


                                    ALEXANDER & BALDWIN, INC.

                                    By /s/ John F. Gasher
                                       Its Vice President


                                    By /s/ Alyson J. Nakamura
                                       Its Secretary