AMENDMENT TO THE
                                REVISED BYLAWS OF
                            ALEXANDER & BALDWIN, INC.


         The Revised Bylaws of Alexander & Baldwin, Inc., as amended effective
February 22, 2001 and as thereafter amended (the "Bylaws") be, are hereby
amended effective October 26, 2006, as follows:

         Article II, Section 7 of the Bylaws, "Action at Meetings of
Stockholders," is amended by replacing the third paragraph thereof with the
following paragraph:

         "To be timely, a stockholder's notice must be delivered to or mailed
         and received at the principal executive offices of the Corporation not
         less than one hundred twenty (120) days nor more than one hundred fifty
         (150) days prior to the anniversary date of the immediately preceding
         annual meeting of stockholders; provided, however, that in the event
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         that the annual meeting is called for a date that is not within
         twenty-five (25) days before or after such anniversary date, notice by
         the stockholder in order to be timely must be so received not later
         than the close of business on the tenth (10th) day following the day on
         which such notice of the date of the annual meeting was mailed or such
         public disclosure of the date of the annual meeting was made, whichever
         first occurs."

         Article III, Section 1 of the Bylaws, "Number and Term of Office," is
amended by replacing the fifth paragraph thereof with the following paragraph:

         "To be timely, a stockholder's notice must be delivered to or mailed
         and received at the principal executive offices of the Corporation (a)
         in the case of an annual meeting, not less than one hundred twenty
         (120) days nor more than one hundred fifty (150) days prior to the
         anniversary date of the immediately preceding annual meeting of
         stockholders; provided, however, that in the event that the annual
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         meeting is called for a date that is not within twenty-five (25) days
         before or after such anniversary date, notice by the stockholder in
         order to be timely must be so received not later than the close of
         business on the tenth (10th) day following the day on which such notice
         of the date of the annual meeting was mailed or such public disclosure
         of the date of the annual meeting was made, whichever first occurs; and
         (b) in the case of a special meeting of stockholders called in the
         manner set forth in Article II, Section 2 hereof for the purpose of
         electing directors, not later than the close of business on the tenth
         (10th) day following the day on which notice of the date of the special
         meeting was mailed or public disclosure of the date of the special
         meeting was made, whichever first occurs."

         Article III, Section 12 of the Bylaws, "Limited One-Year Waiver of
Retirement Age," is amended by deleting the section in its entirety.