A&B RETIREMENT PLAN FOR OUTSIDE DIRECTORS
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                                 Amendment No. 3
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         WHEREAS, effective February 1, 1995, the Board of Directors (the
"Board") of Alexander & Baldwin, Inc. (the "Company") adopted the A&B Retirement
Plan for Outside Directors (the "Plan"), a nonqualified deferred compensation
and post-retirement health plan established for the benefit of members of the
Board who are not employees of the Company or any of its subsidiaries, which
Plan has been amended from time to time since its adoption;

         WHEREAS, the Board has reserved the right to further amend the Plan, as
provided in Section 8.01 of the Plan;

         WHEREAS, the Board now desires to amend the Plan to freeze eligibility
as of December 31, 2002, to freeze accruals as of December 31, 2004, and to
discontinue health care insurance coverage after June 30, 2005;

         WHEREAS, the Board intends that this Amendment No. 3 shall not
constitute a "material modification," as that term is used in the American Jobs
Creation Act of 2004 (the "Act"), subjecting the Plan to adverse tax
consequences and penalties pursuant to the Act, and reserves the right to
further amend the Plan, as needed, to ensure that amounts accrued under the Plan
as of December 31, 2004 are not subject to the Act;

         WHEREAS, the Board deems it desirable to grant to the officers of the
Company the authority to take such further actions as may be necessary to
implement such amendments to the Plan, including the preparation of any
additional required amendments and Plan restatements; and

         WHEREAS, the Plan is hereby amended, effective as of December 31, 2004,
or as otherwise indicated, as follows:

         1.       A new paragraph is hereby added to Section 1.02 of the Plan to
                  read as follows:

                  "Notwithstanding any Plan provision to the contrary, the Plan
                  is amended, effective December 31, 2004, to freeze benefit
                  accruals and to discontinue the post-retirement health care
                  insurance coverage after June 30, 2005. A&B intends to
                  maintain the Plan as a nonqualified deferred compensation plan
                  until all benefits under the Plan have been paid, provided
                  such benefits are payable under the Plan's terms, as amended."

         2.       Section 2.04 is hereby amended in its entirety to read as
                  follows:

                       "2.04. "Final Retainer" means the annual rate of cash
                  retainer payable to an Outside Director as of the earlier of
                  the last date served as an Outside Director or December 31,
                  2004."

         3.       Section 2.14 is hereby amended in its entirety to read as
                  follows:

                       "2.14. "Years of Service" means a 365-day period (or
                  a fraction thereof) as an Outside Director, whether or not
                  consecutive, provided that no full or partial Years of Service
                  shall be credited for periods after December 31, 2004."

         4.       Section 3.01 is hereby amended in its entirety to read as
                  follows:

                       "3.01. Eligibility. A person who is an Outside
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                  Director at any time after December 31, 1985 and before
                  January 1, 2003 shall be eligible for the Retirement Benefits
                  under this Plan, as follows:

                              (a) He or she shall be eligible for Retirement
                  Income Benefits under Article IV if he or she has at least
                  five (5) Years of Service.

                              (b) Prior to July 1, 2005, he or she shall be
                  eligible for health care insurance coverage under Article V if
                  he or she has at least ten (10) Years of Service, retires on
                  or after January 1, 1992, and enrolls in Medicare Part B
                  coverage upon reaching age sixty-five (65).

                              (c) Notwithstanding any Plan provisions to the
                  contrary, all health care insurance coverage under the Plan
                  for all Outside Directors shall cease after June 30, 2005."

         5.       A new paragraph is hereby added to the end of Section 5.02 to
                  read as follows:

                           "Notwithstanding any Plan provisions to the contrary,
                  no health care insurance coverage shall be provided after June
                  30, 2005."

         6.       Except as modified by this Amendment No. 3, all terms and
                  provisions of the A&B Retirement Plan for Outside Directors
                  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 9th of December, 2004.


                                              ALEXANDER & BALDWIN, INC.

                                              By  /s/ Ruthann S. Yamanaka
                                              ---------------------------
                                                  Its Vice President

                                              By  /s/ Alyson J. Nakamura
                                              --------------------------
                                                  Its Secretary