ALEXANDER & BALDWIN, INC. DEFERRED COMPENSATION PLAN

              ALEXANDER & BALDWIN, INC. DEFERRED COMPENSATION PLAN

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                                 Amendment No. 4

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         The Alexander & Baldwin, Inc. Deferred Compensation Plan, effective

August 25, 1994 (the "Plan") is hereby amended, effective as of January 1, 2005,

as follows:

         1. The Plan provides participants in the Company's Three-Year

Performance Improvement Incentive Plan (the "Three-Year PIIP") the opportunity

to defer payment of the awards made to them under the Three-Year PIIP. Certain

Three-Year PIIP awards that would be deferred pursuant to outstanding deferral

elections made before January 1, 2005, would become subject to the restrictions

of Internal Revenue Code section 409A, as enacted by the American Jobs Creation

Act of 2004, because Code section 409A applies to deferred compensation that is

earned or vested after 2004. The Internal Revenue Service has provided guidance

in IRS Notice 2005-1 and proposed regulations under Code section 409A, that

allows the whole or partial rescission of an outstanding def