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ALEXANDER & BALDWIN, INC.
1989 STOCK OPTION/STOCK INCENTIVE PLAN
AMENDMENT NO. 5
The Alexander & Baldwin, Inc. 1989 Stock Option/Stock
Incentive Plan,
as previously amended (hereinafter the "Plan"), is hereby further
amended,
effective as of October 26, 2006, as follows:
1. Subparagraph B.2.b of the "TERMS AND CONDITIONS OF OPTIONS"
section
under Article II of the Plan is hereby amended in its entirety to
read as
follows:
b. Each option outstanding under the Plan on October 26, 2006,
together with any stock appreciation right pertaining to such
option,
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
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 Committee may deem appropriate. The Optionee
may
also designate one or more persons as the beneficiary or
beneficiaries
of his or her outstanding options under the Plan, and those
options,
together with any stock appreciation rights pertaining to such
options,
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 options subject to all the terms and
conditions of the applicable agreement evidencing each such
transferred
option, inc
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