ALEXANDER & BALDWIN, INC. 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AMENDMENT NO. 4

                            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
                     ----------------------------------
         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 ex