ALEXANDER & BALDWIN, INC. 1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AMENDMENT NO. 4

                              ALEXANDER & BALDWIN, INC.
                     1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


                                  AMENDMENT NO. 4



         The   Alexander & Baldwin,   Inc.   1989   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.5 of the TERM AND CONDITIONS OF GRANT section of Article
II of the Plan is hereby amended in its entirety to read as follows:

                  5. Limited Transferability of Options. Each option outstanding
                     ----------------------------------
         under the Plan on October 26, 2006 is hereby amended so that 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