ALEXANDER & BALDWIN, INC.
1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
I. PURPOSE OF THE PLAN
This 1998 Non-Employee Director Stock Option Plan (the "Plan") is intended to promote the interests of
Alexander & Baldwin, Inc., a Hawaii corporation (the "Corporation"), by offering non-employee members of the
Board of Directors the opportunity to participate in a special stock option program designed to provide them
with significant incentives to remain in the service of the Corporation.
Each non-employee member of the Corporation's Board of Directors (the "Board") shall be eligible to receive
automatic option grants pursuant to the provisions of Article Two below.
III. STOCK SUBJECT TO THE PLAN
A. The stock issuable under the Plan shall be shares of the Corporation's common stock, without par value
("Common Stock"). Such shares may be made available from authorized but unissued shares of Common Stock
or shares of Common Stock reacquired by the Corporation and held as Treasury shares. The aggregate number
of issuable shares shall not exceed 130,000 shares, subject to adjustment from time to time in accordance with
sub- paragraph D. below.
B. Should any option expire or terminate for any reason prior to exercise in full, the shares subject to the portion
of the option not so exercised shall be available for subsequent option grants under this Plan. All share issuances
under the Plan shall reduce on a share-for-share basis the number of shares of Common Stock available for
subsequent issuance under the Plan. Should the exercise price of an outstanding option under this 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 any applicable withholding taxes incurred in connection with the exercise of
an option, then the number of shares available for subsequent issuance under the Plan shall be reduced only by
the net number of shares is