ALEXANDER & BALDWIN, INC.
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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                                AMENDMENT NO. 1
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      The Alexander & Baldwin, Inc. 1998 Non-Employee Director Stock Option
Plan (hereinafter the "Plan") is hereby amended, effective as of October 25,
2000, as follows:

      1.    Paragraph A of Section III ("CHANGE IN CONTROL") under Article Two
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of the Plan is hereby amended in its entirety to read as follows:

            "A.   Each option outstanding at the time of a Change in Control,
      as defined below, but not otherwise fully exercisable shall automatically
      accelerate so that each such option shall, immediately prior to the
      effective date of the Change in Control, become exercisable for all of
      the shares of Common Stock at the time subject to that option and may
      be exercised for any or all of those shares as fully-vested shares of
      Common Stock.  A Change in Control shall mean a change in control of a
      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
      Corporation 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 this
            Section III, 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 this Section III, as defined in
            Rule 13d-3 under the 1934 Act), directly or indirectly, of
            securities of the Corporation representing 35% or more of
            the combined voting power of the Corporation's then out-
            standing 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
            Corporation'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 disposi-
            tion by the Corporation of all or substantially 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.

      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."

      2.    Except as modified by this Amendment, all the terms and provisions
of the Alexander & Baldwin, Inc. 1998 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