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


                                 AMENDMENT NO. 2
                                 ---------------



         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, 2004, as follows:

         1. Section V.B.2. is hereby amended by replacing it in its entirety
with the following:

                    "2. Aggregate. The aggregate award paid to all participants
         will be limited by minimum requirements for 'income before income
         taxes' and 'return on invested capital' for the Company, which will be
         established or approved by the Committee in advance for each Plan Year.
         If such limitations become effective, then the individual award of each
         participant will be proportionately reduced."

         2. Except as modified by this Amendment, all terms and provisions of
the Plan shall continue in full force and effect.

         IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Amendment
to be executed on its behalf by its duly authorized officers on this 25th day of
February, 2004, but effective as of January 1, 2004, as above stated.


                                ALEXANDER & BALDWIN, INC.

                                By /s/ John F. Gasher
                                     Its Vice President

                                By /s/ Alyson J. Nakamura
                                     Its Secretary