ALEXANDER & BALDWIN, INC.
                     1998 STOCK OPTION/STOCK INCENTIVE PLAN

                                 AMENDMENT NO. 4
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         The Alexander & Baldwin, Inc. 1998 Stock Option/Stock Incentive Plan,
as previously amended (the "Plan"), is hereby further amended, effective as of
June 22, 2006, as follows:

         1. Section I.B of Article Five of the Plan is hereby amended in its
entirety to read as follows:

            B. The Plan Administrator may, in its discretion, provide any
or all holders of options, restricted stock awards or any other share right
awards pursuant to which shares of Common Stock are to be issued under the Plan
with the right to use shares of Common Stock in satisfaction of all or part of
the Withholding Taxes to which such holders may become subject in connection
with the exercise of their options, the issuance to them of vested shares or the
subsequent vesting of shares of restricted stock issued to them. Such right may
be provided to any such holder in either or both of the following formats and
shall be subject to such terms, procedures and conditions governing its exercise
as the Plan Administrator may establish at the time such right is granted:

               Stock Withholding: The election to have the Corporation withhold,
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from the shares of Common Stock otherwise issuable upon the exercise of stock
options or the direct issuance of fully-vested shares, a portion of those
shares with an aggregate Fair Market Value equal to the percentage of the
Withholding Taxes (not to exceed one hundred percent (100%)) designated by the
holder.

               Stock Delivery: The election to deliver to the Corporation, at
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the time the option is exercised, the vested shares are issued or the unvested
shares of restricted stock subsequently vest, one or more shares of Common
Stock previously acquired by such holder (including the shares subject to the
restricted stock award which subsequently vests and triggers the Withholding
Taxes) with an aggregate Fair Market Value equal to the percentage of the
Withholding Taxes (not to exceed one hundred percent (100%)) designated by the
holder.

                  The following limitations shall be in effect for restricted
stock awards and other share right awards (other than stock options):

                  (i) The right to use shares of Common Stock in satisfaction of
all or part of the Withholding Taxes which become due upon the issuance of
vested shares pursuant to a share right award or the subsequent vesting of a
restricted stock award shall apply to share right awards or restricted stock
awards outstanding on June 22, 2006 or made at any time on or after that date.

                  (ii) The shares of Common Stock withheld in satisfaction of
all or part of the Withholding Taxes which become due upon the issuance of
vested shares pursuant to a share right award or the vesting of a restricted
stock award shall reduce on a share-for-share basis the number of shares of
Common Stock authorized for issuance under the Plan. Accordingly, the share
reserve under Section V of Article One shall be reduced by the gross number of
shares of Common Stock which vest under such share right award or restricted
stock award, and not by the net number of shares actually issued after the
applicable Withholding Taxes have been collected.

                  (iii) The shares of Common Stock delivered in satisfaction of
all or part of the Withholding Taxes which become due upon the subsequent
vesting of restricted stock awards shall not be added to the shares of Common
Stock authorized for issuance under the Plan and, accordingly, shall not
increase the share reserve under Section V of Article One.

                  For purposes of this Section I.B, the term Withholding Taxes
shall mean the minimum federal, state and local income taxes and the employee
portion of the federal, state and local employment taxes required to be withheld
by the Corporation in connection with the issuance of shares of Common Stock
under the Plan, whether pursuant to a stock option exercise or the vesting of
any restricted stock or other stock-based award.

         2. Except as modified by this Amendment No. 4, all the terms and
provisions of the Plan as currently in effect shall continue in full force and
effect.

         IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Amendment
No. 4 to be executed on its behalf by its duly-authorized office as of the date
first written above.


                            ALEXANDER & BALDWIN, INC.

                            By /s/ Nelson N. S. Chun
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                               Its Senior Vice President

                            By /s/ Alyson J. Nakamura
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                               Its Secretary