ALEXANDER & BALDWIN, INC. ONE-YEAR PERFORMANCE IMPROVEMENT INCENTIVE PLAN

                             ALEXANDER & BALDWIN, INC.

                 ONE-YEAR PERFORMANCE IMPROVEMENT INCENTIVE PLAN

                                  AMENDMENT NO. 3

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         The Alexander & Baldwin, Inc. One-Year Performance Improvement

Incentive Plan, as restated effective October 22, 1992 (the "Plan"), is hereby

amended, effective as of January 1, 2006, as follows:

         1. Section III.A of the Plan is hereby amended by replacing it in its

entirety with the following:

         "Employees must have served in an eligible assignment for the full Plan

         Year to be eligible for an award. A Plan Year is a calendar year. An

         eligible assignment is a job