ALEXANDER & BALDWIN, INC.
                  1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


                                 AMENDMENT NO. 4



         The Alexander & Baldwin,  Inc. 1998 Non-Employee  Director Stock Option
Plan, as previously amended  (hereinafter the "Plan"), is hereby further
amended, effective as of October 26, 2006, as follows:

         1. Paragraph A.4 of Section II ("TERMS AND CONDITIONS OF GRANT") of
Article Two of the Plan is hereby amended in its entirety to read as follows:

                  4. Limited Transferability of Options. The following
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         transferability provisions shall be applicable to (i) each option
         granted under the Plan on or after October 26, 2006 and (ii) each
         option outstanding under the Plan on such date, with such outstanding
         option to be hereby amended to incorporate such provisions:

                     (a) Each such option may be assigned in whole or in
         part during the optionee's lifetime to a revocable living trust
         established exclusively for the optionee or the optionee and his or her
         spouse, to the extent such assignment is in connection with the
         optionee's estate plan. The assigned portion may only be exercised by
         the person who acquires a proprietary interest in the option pursuant
         to the assignment. The terms applicable to the assigned portion shall
         be the same as those in effect for the option immediately prior to such
         assignment and shall be set forth in such documents to be executed by
         the assignee as the Corporation may deem appropriate.

                     (b) The optionee may also designate one or more
         persons as the beneficiary or beneficiaries of each such option, and
         the option shall, in accordance with such designation, automatically be
         transferred to such beneficiary or beneficiaries upon the optionee's
         death while holding those options. Such beneficiary or beneficiaries
         shall take the transferred option subject to all the terms and
         conditions of the applicable agreement evidencing that option,
         including (without limitation) the limited time period during which the
         option may be exercised following the optionee's death.

                     (c) Except for the limited transferability provided
         by the foregoing, an outstanding option under the Plan shall not be
         assignable or transferable and shall be exercisable only by the
         optionee during his or her lifetime.

         2. Except as modified by this Amendment, all the terms and provisions
of the Alexander & Baldwin, Inc. 1998 Non-Employee Director Stock Option Plan,
as previously amended, 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 26th day of
October, 2006.


                                          ALEXANDER & BALDWIN, INC.

                                          By /s/ Nelson N. S. Chun
                                             Its Senior Vice President

                                          By /s/ Alyson J. Nakamura
                                             Its Secretary