1998 Stock Option/Stock Incentive Plan - Alexander & Baldwin


                          ALEXANDER & BALDWIN, INC.

                    1998 STOCK OPTION/STOCK INCENTIVE PLAN
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                                 ARTICLE ONE

                              GENERAL PROVISIONS
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     I.   PURPOSE OF THE PLAN

          This 1998 Stock Option/Stock Incentive Plan is intended to promote
the interests of Alexander & Baldwin, Inc., a Hawaii corporation, by providing
eligible persons with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to join and/or remain in the service of the Corporation.

          Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

    II.   STRUCTURE OF THE PLAN

          A.   The Plan is comprised of two separate equity incentive programs:

                     (i) the Discretionary Option Grant Program (together with
the Reload Option Grant Program) under which eligible persons may, at the
discretion of the Plan Administrator, be granted options to purchase shares of
Common Stock at a fixed price per share over their period of Service, and

                    (ii) the Stock Issuance Program under which eligible
persons may, at the discretion of the Plan Administrator, be issued shares of
Common Stock directly, either through immediate stock issuances or through
share right awards, as a bonus for services rendered the Corporation (or any
Parent or Subsidiary) or the attainment of designated performance milestones.

          B.   The provisions of Articles One and Five shall apply to both
equity incentive programs under the Plan and shall govern the interests of all
persons under the Plan.

   III.   ADMINISTRATION OF THE PLAN

          A.   The Plan shall be administered by the Compensation and Stock
Option Committee (the 'Committee') comprised of two (2) or more Board members
appointed by the Board. The Board may from time to time appoint members to the
Committee in substitution for (or in addition to) members previously appointed,
and the Board shall have the authority to fill any and all vacancies on the
Committee, however caused.  The Committee acting in its administrative capacity
under the Plan shall be herein designated as the Plan Administrator.

          B.   The Committee as Plan Administrator shall have full power and
authority (subject to the provisions of the Plan) to establish such rules and
regulations as it may deem appropriate for proper administration of the
Discretionary Option Grant and Stock Issuance Programs and to make such
determinations under, and issue such interpretations of, the provisions of
those programs and any outstanding option grants or stock issuances thereunder
as it may deem necessary or advisable.  The Plan Administrator shall also have
the discretionary authority to change the terms and conditions of any out-
standing option grant, outstanding share right award, or unvested stock
issuance, provided such action does not, without the consent of the holder,
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adversely affect the rights and obligations such individual may have under the
Plan or the outstanding option grant, outstanding share right award, or stock
issuance.  Decisions of the Plan Administrator shall be final and binding on
all parties who have an interest in the Discretionary Option Grant and Stock
Issuance Programs or any option grant, share right award, or stock issuance
thereunder.

          C.   Service on the Committee shall constitute service as a Board
member, and Committee members shall accordingly be entitled to full
indemnification and reimbursement as Board members for their service on the
Committee.  No member of the Committee shall be liable for any act or omission
made in good faith with respect to the Plan or any option grants or stock
issuances under the Plan.

    IV.   ELIGIBILITY

          A.   The persons eligible to participate in the Discretionary Option
Grant and Stock Issuance Programs are as follows:

                  (i)   Employees, and

                  (ii)  non-employee directors of any Subsidiary.

          B.   The Plan Administrator shall have full authority to determine,
(i) with respect to the option grants under the Discretionary Option Grant
Program, all terms and conditions thereof to the extent not inconsistent with
the express provisions of this Plan, including but not limited to which
eligible persons are to receive option grants, the time or times when those
option grants are to be made, the number of shares to be covered by each such
grant, whether the granted option will have a reload feature, the time or times
when each option is to become exercisable, the vesting schedule (if any)
applicable to the option shares and the maximum term for which the option is to
remain outstanding and (ii) with respect to stock issuances or share right
awards under the Stock Issuance Program, all terms and conditions thereof to
the extent not inconsistent with the express provisions of this Plan, including
but not limited to which eligible persons are to receive stock issuances or
share right awards, the time or times when such issuances or share right awards
are to be made, the number of shares to be issued to each Participant, the
vesting schedule (if any) applicable to the issued shares and the consideration
to be paid for such shares.

          C.   The Plan Administrator shall have the absolute discretion either
to grant options in accordance with the Discretionary Option Grant Program or
to effect stock issuances or share right awards in accordance with the Stock
Issuance Program.


     V.   STOCK SUBJECT TO THE PLAN

          A.   The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market.  The maximum number of shares of Common Stock
initially reserved for issuance over the term of the Plan shall not exceed
2,100,000 shares.

          B.   No one person participating in the Plan may receive option
grants, share right awards and direct stock issuances for more than 500,000
shares of Common Stock in the aggregate per calendar year, beginning with the
1998 calendar year.

          C.   Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent those options
expire or terminate for any reason prior to exercise in full.  Unvested shares
issued under the Plan and subsequently repurchased by the Corporation, at the
original exercise or issue price paid per share, pursuant to the Corporation's
repurchase rights under the Plan shall be added back to the number of shares of
Common Stock reserved for issuance under the Plan and shall accordingly be
available for reissuance through one or more subsequent option grants, share
right awards or direct stock issuances under the Plan.  Should the exercise
price of an option under the Plan be paid with shares of Common Stock or should
shares of Common Stock otherwise issuable under the Plan be withheld by the
Corporation in satisfaction of the withholding taxes incurred in connection
with the exercise of an option, then the number of shares of Common Stock
available for issuance under the Plan shall be reduced only by the net number
of shares of Common Stock issued to the holder of such option.

          D.   If any change is made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the number and/or class of securities for which any one
person may be granted stock options, share right awards and direct stock
issuances under the Plan per calendar year, (iii) the aggregate number and/or
class of securities which may be issued in the aggregate under the Stock
Issuance Program, and (iv) the number and/or class of securities and the
exercise price per share in effect under each outstanding option under the
Plan.  Such adjustments to the outstanding options are to be effected in a
manner which shall preclude the enlargement or dilution of rights and benefits
under those options. The adjustments determined by the Plan Administrator shall
be final, binding and conclusive.

                                 ARTICLE TWO

                      DISCRETIONARY OPTION GRANT PROGRAM
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     I.   OPTION TERMS

          Each option shall be a non-statutory option under the federal tax
laws, evidenced by one or more documents in the form approved by the Plan
Administrator; provided, however, that each such document shall comply with the
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terms specified below.

          A.   EXERCISE PRICE.
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               1.   The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than the Fair Market Value per share of
Common Stock on the option grant date.

               2.   The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of the documents
evidencing the option, be payable in one or more of the forms specified below:

                  (i)   cash or check made payable to the Corporation, or

                  (ii)  shares of Common Stock held for the requisite period
     necessary to avoid a charge to the Corporation's earnings for
     financial reporting purposes and valued at Fair Market Value on the
     Exercise Date.

          B.   EXERCISE AND TERM OF OPTIONS.  Each option shall be exercisable
               ----------------------------
at such time or times, during such period and for such number of shares as
shall be determined by the Plan Administrator and set forth in the documents
evidencing the option.  However, no option shall have a term in excess of ten
(10) years measured from the option grant date.

          C.   EFFECT OF TERMINATION OF SERVICE.
               --------------------------------

               1.   The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

                  (i)   Any option outstanding at the time of the Optionee's
     cessation of Service for any reason shall remain exercisable for such
     period of time thereafter as shall be determined by the Plan
     Administrator and set forth in the documents evidencing the option,
     but no such option shall be exercisable after the expiration of the
     option term.

                  (ii)  Any option exercisable in whole or in part by the
     Optionee at the time of death may be subsequently exercised by the
     personal representative of the Optionee's estate or by the person or
     persons to whom the option is transferred pursuant to the Optionee's
     will or in accordance with the laws of descent and distribution.

                  (iii) Should the Optionee's Service be terminated for
     Misconduct, or should the Optionee (a) engage in any post-Service
     activity, whether as an employee, consultant, advisor, or otherwise,
     competitive with the business operations of the Corporation (or any
     Parent or Subsidiary), or (b) engage in any other conduct, while in
     Service or following cessation of Service, materially detrimental to
     the business or affairs of the Corporation (or any Parent or
     Subsidiary), as determined in the sole discretion of the Plan
     Administrator, then all outstanding options held at the time by the
     Optionee shall terminate immediately and cease to be outstanding.

                  (iv)  During the applicable post-Service exercise period,
     except as otherwise provided in Section I.C.2 below, an outstanding
     option may not be exercised in the aggregate for more than the number
     of vested shares for which the option is exercisable on the date of
     the Optionee's cessation of Service.  Upon the expiration of the
     applicable exercise period or (if earlier) upon the expiration of the
     option term, the option shall terminate and cease to be outstanding
     for any vested shares for which the option has not been exercised.
     However, the option shall, immediately upon the Optionee's cessation
     of Service, terminate and cease to be outstanding to the extent the
     option is not otherwise at that time exercisable for vested shares.

               2.   The Plan Administrator shall have complete discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

                  (i)   extend the period of time for which the option is to
     remain exercisable following the Optionee's cessation of Service from
     the limited exercise period otherwise in effect for that option to
     such greater period of time as the Plan Administrator shall deem
     appropriate, but in no event beyond the expiration of the option term,
     and/or

                  (ii)  permit the option to be exercised, during the
     applicable post-Service exercise period, not only with respect to the
     number of vested shares of Common Stock for which such option is
     exercisable at the time of the Optionee's cessation of Service but
     also with respect to one or more additional installments in which the
     Optionee otherwise would have vested had the Optionee continued in
     Service.

          D.   STOCKHOLDER RIGHTS.  The holder of an option shall have no
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stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and satisfied
all other conditions precedent to the issuance of the certificates for the
purchased shares.

          E.   REPURCHASE RIGHTS.  The Plan Administrator shall have the
               -----------------
discretion to grant options which are exercisable for unvested shares of Common
Stock.  Should the Optionee cease Service while holding such unvested shares,
the Corporation shall have the right to repurchase, at the exercise price paid
per share, any or all of those unvested shares.  The terms upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall
be established by the Plan Administrator and set forth in the document
evidencing such repurchase right.

          F.   TRANSFERABILITY OF OPTIONS.  During the lifetime of the
               --------------------------
Optionee, options shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death.

    II.   CHANGE IN CONTROL

          A.   Each option outstanding at the time of a Change in Control but
not otherwise fully exercisable shall automatically accelerate so that each
such option shall, immediately prior to the effective date of the Change in
Control, become exercisable for all of the shares of Common Stock at the time
subject to that option and may be exercised for any or all of those shares as
fully-vested shares of Common Stock.

          B.   All outstanding repurchase rights, as described in Section I.E
of this Article Two, shall also terminate automatically, and the shares of
Common Stock subject to those terminated rights shall immediately vest in full,
in the event of any Change in Control.

          C.   Immediately following the consummation of the Change in Control,
all outstanding options shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation (or parent thereof) or other-
wise expressly continued in full force and effect pursuant to the terms of the
Change in Control transaction.

          D.   Each option which is assumed (or is otherwise to continue in
effect) in connection with a Change in Control shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to the Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such
Change in Control.  Appropriate adjustments to reflect such Change in Control
shall also be made to (i) the exercise price payable per share under each
outstanding option, provided the aggregate exercise price payable for such
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securities shall remain the same, (ii) the maximum number and/or class of
securities available for issuance over the remaining term of the Plan and
(iii) the maximum number and/or class of securities for which any one person
may be granted stock options, share right awards and direct stock issuances
under the Plan per calendar year.

          E.   The outstanding options shall in no way affect the right of the
Corporation to adjust, reclassify, reorganize or otherwise change its capital
or business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.


                                ARTICLE THREE

                         RELOAD OPTION GRANT PROGRAM
                         ---------------------------

     I.   TERMS AND CONDITIONS OF RELOAD OPTIONS

          A.   The Plan Administrator shall have full power and authority,
exercisable in its sole discretion either at the time an option is granted
under the Discretionary Option Grant Program or at any time while such option
remains outstanding, to incorporate a reload feature into that option.  To the
extent an option with such a reload feature is subsequently exercised through
the delivery of previously-acquired shares of Common Stock in payment of the
exercise price for the shares purchased under that option, the Optionee shall
automatically be granted, at the time of such exercise (the 'Reload Grant
Date'), a new option (the 'Reload Option') to purchase the number of shares of
Common Stock so delivered.  For purposes of this Article Three, the underlying
option with such a reload feature shall be referred to as the 'Original
Option.'  In addition, to the extent an option with a reload feature granted
under the Corporation's 1989 Stock Option/Stock Incentive Plan is exercised
through the delivery of previously-acquired shares of Common Stock in payment
of the exercise price for the shares purchased under that option, the Optionee
shall automatically be granted, at the time of such exercise, pursuant to the
terms of the instrument evidencing the reload feature, a Reload Option to
purchase shares under the 1989 Stock Option/Stock Incentive Plan, to the extent
shares of Common Stock are available for issuance under that plan, and, to the
extent shares of Common Stock no longer are available for issuance under that
plan, to purchase shares under this Plan.

          B.   The Plan Administrator may, in its sole discretion, provide in
the instrument evidencing the reload feature that no Reload Option shall be
granted in the event the Original Option with such feature is exercised before
a specified period of time has elapsed after the grant date of that Original
Option.

          C.   The reload feature and each Reload Option shall each be
evidenced by instruments in such form as the Plan Administrator shall from time
to time deem appropriate. However, the terms and provisions of each Reload
Option shall be exactly the same as the terms and provisions of the Original
Option to which such Reload Option relates, except to the extent otherwise
indicated below.

               1.   Exercise Price.
                    --------------

                    a.   Unless the Plan Administrator specifies otherwise in
the instrument evidencing the reload feature, the exercise price per share of
the Common Stock purchasable under the Reload Option shall be equal to the Fair
Market Value per share of Common Stock on the Reload Grant Date.  The Plan
Administrator shall have full power and authority under this Article Three to
provide in the instrument evidencing the reload feature that the Reload Option
shall have an exercise price per share in excess of the Fair Market Value per
share of Common Stock on the Reload Grant Date in the event the Fair Market
Value per share of Common Stock on such date is not more than one hundred fifty
percent (150%) of the exercise price per share in effect at the time under the
Original Option.

                    b.   The exercise price shall become immediately due upon
exercise of the Reload Option and shall be payable in the same form or forms in
which the exercise price may be paid under the Original Option.

               2.   No Additional Reload Option.  In no event shall any
                    ---------------------------
additional Reload Option be granted in connection with the subsequent exercise
of the Reload Option granted with respect to the Original Option, whether or
not shares of Common Stock are delivered in connection with the payment of the
exercise price of that Reload Option.  Accordingly, not more than one Reload
Option shall be granted per Original Option.

               3.   Term of Reload Option.  The Reload Option shall have the
                    ---------------------
same maximum option term and expiration date as the Original Option to which it
relates, subject to earlier termination in accordance with Section I.5 of this
Article Three.

               4.   Exercise of Reload Option.
                    -------------------------

                    a.   The Plan Administrator shall specify in the instrument
evidencing the reload feature the period of time which must elapse following
the exercise of the Original Option before the Reload Option shall become
exercisable.  Once the period specified by the Plan Administrator has elapsed,
the Reload Option shall become immediately exercisable for all of the shares of
Common Stock at the time subject to that Reload Option.

                    b.   During the lifetime of the Optionee, the Reload Option
shall be exercisable only by the Optionee and shall not be assignable or
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution following the Optionee's death.

               5.   Termination of Service. Upon the Optionee's cessation of
                    ----------------------
Service for any reason while holding one or more outstanding Reload Options
under this Article Three, each of those Reload Options shall terminate and
cease to be outstanding at the same time the Original Option, to which that
Reload Option relates, terminates in connection with such cessation of Service.

               6.   Stockholder Rights.  The holder of the Reload Option shall
                    ------------------
have none of the rights of a stockholder with respect to any shares covered by
the Reload Option until such individual shall have exercised the Reload Option,
paid the exercise price and satisfied all other conditions precedent to the
issuance of the certificates for the purchased shares.

               7.   Change in Control.  Should a Change in Control occur while
                    -----------------
the Reload Option is outstanding, then that Reload Option shall immediately
become exercisable for the shares of Common Stock at the time subject to that
Reload Option.  Upon the consummation of the Change in Control, each out-
standing Reload Option shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation or its parent company or other-
wise expressly continued in full force and effect pursuant to the terms of the
Change in Control transaction.

               8.   Miscellaneous Provisions.
                    ------------------------

                    a.   The Company's obligation to deliver shares of Common
Stock upon the exercise of Reload Options granted under this Article Three
shall be subject to the satisfaction of all applicable Federal, state and local
income and employment tax withholding requirements.

                    b.   To the extent the Optionee has the right to have a
portion of the shares purchased under the Original Option withheld by the
Corporation in satisfaction of the applicable withholding taxes incurred in
connection with the exercise of the Original Option (or otherwise to deliver
existing shares of Common Stock in satisfaction of such tax liability), the
Optionee shall have the similar right with respect to the withholding tax
liability incurred in connection with the exercise of the Reload Option, unless
the Plan Administrator specifies otherwise in the instrument evidencing the
reload feature.

                                 ARTICLE FOUR

                            STOCK ISSUANCE PROGRAM
                            ----------------------

     I.   STOCK ISSUANCE TERMS

          Shares of Common Stock may be issued under the Stock Issuance Program
through direct and immediate issuances without any intervening option grants.
Each such stock issuance, whether or not evidenced by a Stock Issuance
Agreement, shall be made in compliance with the terms specified below.  Shares
of Common Stock may also be issued under the Stock Issuance Program pursuant to
share right awards which entitle the recipients to receive those shares upon
the completion of a designated Service period or the attainment of specified
performance goals.  Of the number of shares of Common Stock reserved for
issuance under this Plan, as set forth in Section V.A of Article One, the
number of shares of Common Stock issuable under the Stock Issuance Program
shall not exceed 250,000 shares in the aggregate over the term of this Plan,
subject to appropriate adjustments under Section V.D of Article One.

          A.   ISSUE PRICE.
               -----------

               1.   The issue price per share of Common Stock subject to direct
issuance shall be fixed by the Plan Administrator, but shall not be less than
the Fair Market Value per share of Common Stock on the date of the stock
issuance or share right award.

               2.   Shares of Common Stock may be issued under the Stock
Issuance Program for any consideration which constitutes valid consideration
under the laws of the state under which the Corporation is at the time
incorporated.

          B.   VESTING/ISSUANCE PROVISIONS.
               ---------------------------

               1.   The Plan Administrator may issue shares of Common Stock
under the Stock Issuance Program which are fully and immediately vested upon
issuance or which are to vest in one or more installments over the
Participant's period of Service or upon attainment of specified performance
objectives.  Alternatively, the Plan Administrator may issue share right awards
under the Stock Issuance Program which shall entitle the recipient to receive a
specified number of shares of Common Stock upon the completion of a designated
Service period or the attainment of one or more performance goals established
by the Plan Administrator.  Upon the completion of such Service period or the
attainment of such performance goals, fully-vested shares of Common Stock shall
be issued in satisfaction of those share right awards.

               2.   Any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to his or her unvested
shares of Common Stock by reason of any stock dividend, stock split,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Corporation's
receipt of consideration shall be issued subject to (i) the same vesting
requirements applicable to the Participant's unvested shares of Common Stock
and (ii) such escrow arrangements as the Plan Administrator shall deem
appropriate.

               3.   The Participant shall have full stockholder rights with
respect to any shares of Common Stock issued to the Participant under the Stock
Issuance Program, whether or not the Participant's interest in those shares is
vested.  Accordingly, the Participant shall have the right to vote such shares
and to receive any regular cash dividends paid on such shares.

               4.   Except as otherwise may be provided by the Plan
Administrator, share right awards and unvested shares of Common Stock issued
under the Stock Issuance Program shall not be assignable or transferable.

               5.   Should the Participant cease to remain in Service while
holding one or more unvested shares of Common Stock issued under the Stock
Issuance Program or should the performance objectives not be attained with
respect to one or more such unvested shares of Common Stock, then those shares
shall be immediately surrendered to the Corporation for cancellation, and the
Participant shall have no further stockholder rights with respect to those
shares.  The Plan Administrator, however, shall have the discretionary
authority to waive the surrender and cancellation of one or more unvested
shares of Common Stock (or other assets attributable thereto) which would
otherwise occur upon the cessation of the Participant's Service or the non-
attainment of the performance objectives applicable to those shares.  Such
waiver shall result in the immediate vesting of the Participant's interest
in the shares of Common Stock as to which the waiver applies.  Such waiver may
be effected at any time, whether before or after the Participant's cessation of
Service or the attainment or non-attainment of the applicable performance
objectives.

               6.   Outstanding share right awards under the Stock Issuance
Program shall automatically terminate, and no shares of Common Stock shall
actually be issued in satisfaction of those awards, if the Service requirement
for such awards is not satisfied or the performance goals established for those
awards are not attained.  The Plan Administrator, however, shall have the
discretionary authority to issue shares of Common Stock in satisfaction of one
or more outstanding share right awards as to which the designated Service
requirement or performance goals are not satisfied or attained.

    II.   CHANGE IN CONTROL

          In the event of any Change in Control:

          1.   all of the Corporation's outstanding rights to cancel unvested
shares under the Stock Issuance Program shall terminate automatically, and all
the shares of Common Stock subject to those terminated rights shall immediately
vest in full, and

          2.   all shares of Common Stock at the time subject to outstanding
share right awards shall be issued immediately as fully-vested shares.

   III.   SHARE ESCROW/LEGENDS

          Unvested shares may, in the Plan Administrator's discretion, be held
in escrow by the Corporation until the Participant's interest in such shares
vests or may be issued directly to the Participant with restrictive legends on
the certificates evidencing those unvested shares.

                                 ARTICLE FIVE

                                MISCELLANEOUS
                                -------------

     I.   TAX WITHHOLDING

          A.   The Corporation's obligation to deliver shares of Common Stock
upon the exercise of options or the issuance or vesting of such shares under
the Plan shall be subject to the satisfaction of all applicable Federal, state
and local income and employment tax withholding requirements.

          B.   The Plan Administrator may, in its discretion, provide any or
all holders of options under the Plan with the right to use shares of Common
Stock in satisfaction of all or part of the Taxes incurred by such holders in
connection with the exercise of their options.  Such right may be provided to
any such holder in either or both of the following formats:

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

               Stock Delivery:  The election to deliver to the Corporation, at
               --------------
the time the option is exercised, one or more shares of Common Stock previously
acquired by such holder (other than in connection with the option exercise
triggering the Taxes) with an aggregate Fair Market Value equal to the
percentage of the Taxes (not to exceed one hundred percent (100%)) designated
by the holder.

    II.   EFFECTIVE DATE AND TERM OF THE PLAN

          A.   The Plan shall become effective when adopted by the Board, and
options may be granted under the Discretionary Option Grant Program at any time
on or after such date. However, no options granted under the Plan may be
exercised, and no shares shall be issued under the Plan, unless the Plan is
approved by the Corporation's stockholders at the 1998 Annual Meeting.  If such
stockholder approval is not obtained, then all options previously granted under
this Plan shall terminate and cease to be outstanding without ever becoming
exercisable for the option shares, and no further options shall be granted and
no shares shall be issued under the Plan.

          B.   The Plan shall terminate upon the earliest of (i) the tenth
                                                 --------
(10th) anniversary of the date of its adoption by the Board, (ii) the date on
which all shares available for issuance under the Plan shall have been issued
as fully-vested shares or (iii) the termination of all outstanding options in
connection with a Change in Control.  Should the Plan terminate in accordance
with clause (i), then all option grants, share right awards and unvested stock
issuances outstanding at that time shall continue to have force and effect in
accordance with the provisions of the documents evidencing such grants or
issuances.

   III.   AMENDMENT OF THE PLAN

          A.   The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects.  However, no such amendment
or modification shall adversely affect the rights and obligations with respect
to stock options, share right awards or unvested stock issuances at the time
outstanding under the Plan unless the Optionee or the Participant consents to
such amendment or modification. In addition, certain amendments may require
stockholder approval pursuant to applicable laws or regulations.

          B.   Options to purchase shares of Common Stock may be granted under
the Discretionary Option Grant Program and shares of Common Stock may be issued
under the Stock Issuance Program that are in each instance in excess of the
number of shares then available for issuance under the Plan, provided any
excess shares actually issued under those programs shall be held in escrow
until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under
the Plan.  If such stockholder approval is not obtained within twelve (12)
months after the date the first such excess issuances are made, then (i) any
unexercised options granted on the basis of such excess shares shall terminate
and cease to be outstanding and (ii) the Corporation shall promptly refund to
the Optionees the exercise price paid for any excess shares issued under the
Plan and held in escrow, together with interest (at the applicable Short Term
Federal Rate) for the period the shares were held in escrow, and such shares
shall thereupon be automatically canceled and cease to be outstanding.

    IV.   USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the issuance of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

     V.   REGULATORY APPROVALS

          A.   The implementation of the Plan, the granting of any stock option
under the Plan and the issuance of any shares of Common Stock (i) upon the
exercise of any granted option or (ii) under the Stock Issuance Program shall
be subject to the Corporation's procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the stock
options granted under it and the shares of Common Stock issued pursuant to it.

          B.   No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing require-
ments of any stock exchange (or the Nasdaq Stock Market, if applicable) on
which Common Stock is then listed for trading.

    VI.   NO EMPLOYMENT/SERVICE RIGHTS

          Nothing in the Plan shall confer upon the Optionee or the Participant
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining such person) or of the
Optionee or the Participant, which rights are hereby expressly reserved by
each, to terminate such person's Service at any time for any reason, with or
without cause.

          IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Plan
to be executed by its duly authorized officers effective this 23rd day of
April, 1998.


                                ALEXANDER & BALDWIN, INC.
                                
                                By /s/ Miles B. King
                                   Its Vice President
                                   
                                   
                                By /s/ Alyson J. Nakamura
                                   Its Assistant Secretary



                                   APPENDIX
                                   --------


          The following definitions shall be in effect under the Plan:

     A.   BOARD shall mean the Corporation's Board of Directors.
          -----

     B.   CHANGE IN CONTROL shall mean:
          ------------------

          (i)   a merger or consolidation approved by the Corporation's
     stockholders in which securities possessing 35% or more of the total
     combined voting power of the Corporation's outstanding securities are
     transferred to a person or persons different from the persons holding
     those securities immediately prior to such transaction,

          (ii)  any approval by the stockholders of the Corporation of a plan
     of complete liquidation or dissolution of the Corporation, or any
     sale, transfer or other disposition of all or substantially all of the
     Corporation's assets, other than a sale, transfer or other disposition
     by the Corporation of all or substantially all of the Corporation's
     assets to an entity, at least 75% of the combined voting power of the
     voting securities of which are owned by stockholders of the Corporation
     in substantially the same proportions as their ownership of the
     Corporation immediately prior to such sale, or

          (iii) any other change in control of a nature required to be reported
     in response to Item 6(e) of Schedule 14A of Regulation 14A under the
     1934 Act, whether or not the Corporation is at the time required to
     comply with such Regulation 14A, provided that, without limitation, a
     change in control shall in all events be deemed to have occurred if
     (a) any person (as defined in Rule 13d-3 of the 1934 Act) becomes the
     beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of
     securities possessing 35% or more of the total combined voting power
     of the Corporation's outstanding securities, or (b) there is a change
     in the composition of the Board over a period of twenty-four (24)
     consecutive months or less such that a majority of the Board members
     ceases to consist of individuals who either (I) have served
     continuously as Board members since the beginning of such period or
     (II) have been elected or nominated for election as Board members
     during such period by a vote of at least two-thirds of the Board
     members described in clause (I) who were still in office at the time
     the Board approved such election or nomination, other than, in the
     case of either (I) or (II) above, a Board member whose initial
     assumption of office is in connection with an actual or threatened
     election contest relating to the election of directors of the
     Corporation.

     C.   CODE shall mean the Internal Revenue Code of 1986, as amended.
          ----

     D.   COMMON STOCK shall mean the Corporation's common stock.
          -------------

     E.   CORPORATION shall mean Alexander & Baldwin, Inc., a Hawaii
          -----------
corporation, and its successors.

     F.   DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary
          ----------------------------------
option grant program in effect under the Plan.

     G.   EMPLOYEE shall mean an individual who is in the employ of the
          --------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

     H.   EXERCISE DATE shall mean the date on which the Corporation shall have
          -------------
received both (i) written notice of the option exercise, and (ii) payment of
the option price for the purchased shares.

     I.   FAIR MARKET VALUE per share of Common Stock on any relevant date 
          -----------------
shall be determined in accordance with the following provisions:

          (i)   If the Common Stock is at the time traded on the Nasdaq
     National Market, then the Fair Market Value shall be deemed equal to
     the mean between the highest and lowest selling prices per share of
     Common Stock on the date in question, as such prices are reported on
     the Nasdaq National Market or any successor system.  If there are no
     highest and lowest selling prices for the Common Stock on the date in
     question, then the Fair Market Value shall be the mean between the
     highest and lowest selling prices on the last preceding date for which
     such quotations exist.

          (ii)  If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be deemed equal to the mean
     between the highest and lowest selling prices per share of Common
     Stock on the date in question on the Stock Exchange determined by the
     Plan Administrator to be the primary market for the Common Stock, as
     such prices are officially quoted in the composite tape of
     transactions on such exchange.  If there are no highest and lowest
     selling prices for the Common Stock on the date in question, then the
     Fair Market Value shall be the mean between the highest and lowest
     selling prices on the last preceding date for which such quotations
     exist.

     J.   MISCONDUCT shall mean the commission of any act of fraud, 
          ----------
embezzlement or dishonesty by the Optionee or Participant, any unauthorized
use or disclosure by such person of confidential information or trade secrets
of the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner.  The foregoing
definition shall not be deemed to be inclusive of all the acts or omissions
which the Corporation (or any Parent or Subsidiary) may consider as grounds for
the dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).

     K.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.
          --------

     L.   OPTIONEE shall mean any person to whom an option is granted under the
          --------
Discretionary Option Grant Program.

     M.   PARENT shall mean any corporation (other than the Corporation) in an
          ------
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the first corporation) owns, at
the time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.

     N.   PARTICIPANT shall mean any person who is issued shares of Common 
          -----------
Stock under the Stock Issuance Program.

     O.   PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability
          --------------------------------------------
of the Optionee or the Participant to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12)
months or more.

     P.   PLAN shall mean the Corporation's 1998 Stock Option/Stock Incentive
          ----
Plan, as set forth in this document.

     Q.   PLAN ADMINISTRATOR shall mean the Compensation and Stock Option
          ------------------
Committee acting in its administrative capacity under the Plan.

     R.   SECTION 16 INSIDER shall mean an officer or director of the
          ------------------
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

     S.   SERVICE shall mean the performance of services for the Corporation 
          -------
(or any Parent or Subsidiary) by a person in the capacity of an Employee or a
non-employee director of any Subsidiary, except to the extent otherwise
specifically provided for by the Plan Administrator in the documents evidencing
the option grant or stock issuance or otherwise.

     T.   STOCK EXCHANGE shall mean either the American Stock Exchange, the New
          --------------
 York Stock Exchange, or any successor exchange.

     U.   STOCK ISSUANCE AGREEMENT shall mean an agreement entered into by the
          ------------------------
 Corporation and the Participant at the time of issuance of shares of Common
Stock under the Stock Issuance Program.

     V.   STOCK ISSUANCE PROGRAM shall mean the stock issuance program in 
          -----------------------
effect under the Plan.

     W.   SUBSIDIARY shall mean any corporation (other than the Corporation) in
          ----------
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at
the time of the determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.  For purposes of options under the Discretionary
Option Grant Program and direct stock issuances or share right awards under the
Stock Issuance Program, the term 'Subsidiary' shall also include any
partnership, joint venture or other business entity of which the Corporation
owns, directly or indirectly through another subsidiary corporation, more than
a fifty percent (50%) interest in voting power, capital or profits.

     X.   TAXES shall mean the Federal, state and local income and employment
          -----
tax liabilities incurred by the holder of options in connection with the
exercise of those options.

     Y.   10% STOCKHOLDER shall mean the owner of stock (as determined under
          ---------------
Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).