AMENDMENT TO THE
                                REVISED BYLAWS OF
                            ALEXANDER & BALDWIN, INC.
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         The Revised Bylaws of Alexander & Baldwin, Inc. as amended effective
February 22, 2001 ("Bylaws") are hereby amended, effective January 26, 2006,
as follows:

         Article VII, Section 1 and Section 3 of the Bylaws be, and hereby are,
amended in their entireties, effective January 26, 2006, to read as follows:

         "SECTION 1. Certificates of Stock. The certificates of stock of each
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         class shall be in such form and of such device as the Board of
         Directors may, from time to time, determine, including uncertificated
         shares. The rights and obligations of the holders of uncertificated
         shares and the rights and obligations of the holders of certificated
         shares of the same class and series shall be identical. Every share
         certificate shall be signed by the Chairman of the Board, if appointed,
         or the President or a vice president and by the Treasurer or the
         Secretary or an assistant treasurer or assistant secretary and shall
         bear the corporate seal, provided, however, that the Board of Directors
         in its discretion may provide that any certificate which shall be
         signed by a transfer agent or by a registrar may be sealed with only
         the facsimile seal of the Corporation and may be signed with only the
         facsimile signatures of the officers above designated. In case any
         officer who has signed or whose facsimile signature has been placed
         upon any certificate shall have ceased to be such officer before such
         certificate is issued, such certificate may, nevertheless, be issued
         with the same effect as if such officer had not ceased to be such at
         the date of its issue. Certificates shall not be issued for nor shall
         there be registered any transfer of any fraction of a share. In the
         event that fractional parts of or interests in any share shall result
         in any manner from any action by the stockholders or directors of the
         Corporation, the Treasurer may sell the aggregate of such fractional
         interests under such reasonable terms and conditions as the Treasurer
         shall determine subject, however, to the control of the Board of
         Directors, and distribute the proceeds thereof to the person or persons
         entitled thereto.

         "SECTION 3. Transfer of Stock. "Transfer of stock may be made in any
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         manner permitted by law, but no transfer shall be valid (except between
         the parties thereto) until the transfer shall have been duly recorded
         in the stock books of the Corporation and a new certificate or evidence
         of uncertificated shares are issued. No transfer shall be entered in
         the stock books of the Corporation, nor shall any new certificate be
         issued until the old certificate, properly endorsed, shall be
         surrendered and canceled or proper transfer instructions are received
         from the holder of uncertificated shares."