2004 Committee Charter : ALEX

I. PURPOSE OF THE COMMITTEE

The purpose of the Audit Committee (the "Committee") of the Board of
Directors (the "Board") of Alexander & Baldwin, Inc. (the "Corporation") is to
oversee the accounting and financial reporting processes of the Corporation and
its subsidiaries and the audits of the financial statements of the Corporation.

While the Committee has the duties and responsibilities set forth in
this charter, the Committee is not responsible for preparing or certifying the
financial statements, for planning or conducting the audit, or for determining
whether the Corporation's financial statements are complete and accurate and are
in accordance with generally accepted accounting principles.

II. COMPOSITION OF THE COMMITTEE

The Committee shall consist of three or more directors, as determined
from time to time by the Board. Each member of the Committee shall be qualified
to serve on the Committee pursuant to the requirements of The Nasdaq Stock
Market, Inc. ("Nasdaq"), and any additional requirements that the Board deems
appropriate. Any vacancy on the Committee shall be filled by majority vote of
the directors then in office. No member of the Committee shall be removed except
by majority vote of the Board.

The Board shall designate one member of the Committee as its
Chairperson. Each member of the Committee must be able to read and understand
fundamental financial statements, including the Corporation's balance sheet,
income statement and cash flow statement. In addition, at least one member must
meet the financial sophistication requirements of Nasdaq.

III. MEETINGS OF THE COMMITTEE

The Committee shall meet as often as it determines necessary to carry
out its duties and responsibilities, but no less frequently than once every
fiscal quarter. To encourage open communications, the Committee shall meet on a
periodic basis with (i) management, (ii) the head of the internal auditing
department, and (iii) the Corporation's independent accountants in separate
executive sessions. The Committee, in its discretion, may ask members of
management or others to attend its meetings (or portions thereof) and to provide
pertinent information as necessary.

The presence in person, by telephone or by videoconference of a
majority of the Committee's members shall constitute a quorum for any meeting of
the Committee. All actions of the Committee will require the vote of a majority
of its members present at a meeting of the Committee at which a quorum is
present. The Committee shall maintain minutes of its meetings and records
relating to those meetings and the Committee's activities.

IV. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

In carrying out its duties and responsibilities, the Committee's
policies and procedures should remain flexible, so that it may be in a position
to best address, react or respond to changing circumstances or conditions. The
following duties and responsibilities are within the authority of the Committee
and the Committee shall, in compliance with applicable law and the rules and
regulations promulgated by the Securities and Exchange Commission ("SEC"),
Nasdaq, or any other applicable regulatory authority:

Selection, Evaluation, and Oversight of the Auditors
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(a) Be directly responsible for the appointment, compensation,
retention and oversight of the work of the Corporation's independent auditors
and any other public accounting firm performing audit, review or attest services
for the Corporation, with such independent auditors and other public accounting
firm required to report directly to the Committee;

(b) Review and, in its sole discretion, approve in advance the
Corporation's independent auditors' annual engagement letter, including the
proposed fees contained therein, as well as all audit and, as provided in the
Sarbanes-Oxley Act of 2002 and the SEC rules and regulations promulgated
thereunder, all permitted non-audit engagements and relationships between the
Corporation and such independent auditors (which approval should be made after
receiving input from the Corporation's management, if desired). Approval of
audit and permitted non-audit services will be made by the Committee or as
otherwise provided for in the Audit Committee Independent Auditor Pre-Approval
Policy;

(c) Review the performance of the Corporation's independent auditors
and, in its sole discretion (subject, if applicable, to shareholder
ratification), make decisions regarding the replacement or termination of the
independent auditors when circumstances warrant;

(d) Evaluate the independence of the Corporation's independent auditors
by, among other things:

(i) obtaining and reviewing from the Corporation's
independent auditors a formal written statement
delineating all relationships between the independent
auditors and the Corporation, consistent with
Independence Standards Board Standard 1;

(ii) actively engaging in a dialogue with the Corporation's
independent auditors with respect to any disclosed
relationships or services that may impact the
objectivity and independence of the auditors; and

(iii) taking, or recommending that the Board take,
appropriate action to oversee the independence of the
Corporation's independent auditors;

Oversight of Annual Audit and Quarterly Reviews
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(e) Review and discuss with the independent auditors, their annual
audit plan, including the timing and scope of audit activities and monitor such
plan's progress and results during the year;

(f) Review with management, the Corporation's independent auditors and
the head of the internal auditing department, information that is required to be
reported by the independent auditors regarding critical accounting policies and
practices, alternative treatments of financial information and their
ramifications, and all other material written communications between the
independent auditors and management;

(g) Resolve all disagreements between the Corporation's independent
auditors and management regarding financial reporting;

Oversight of Financial Reporting Process and Internal Controls
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(h) Review

(i) the adequacy and effectiveness of the Corporation's
accounting and internal control policies and procedures
on a regular basis; and

(ii) the yearly report prepared by management, and attested
to by the Corporation's independent auditors, assessing
the effectiveness of the Corporation's internal control
over financial reporting and stating management's
responsibility for establishing and maintaining
adequate internal control over financial reporting
prior to its inclusion in the Corporation's annual
report;

(i) Review with the chief executive officer and chief financial officer
and independent auditors, periodically, the adequacy and effectiveness of the
Corporation's administrative, disclosure, accounting, and internal control
policies and procedures, including the independent auditor's judgment as to the
quality of the Corporation's accounting principles and the performance of the
Corporation's internal audit function, and all other matters in connection with
the certifications of the chief executive officer and chief financial officer to
be included in the Corporation's reports on Form 10-K and Form 10-Q;

(j) Review and discuss with the independent auditors the results of the
year-end audit of the Corporation, including any comments or recommendations of
the Corporation's independent auditors and, based on such review and discussions
and on such other considerations as it determines appropriate, recommend to the
Board whether the Corporation's financial statements should be included in the
Annual Report on Form 10-K;

Miscellaneous
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(k) Establish and implement policies and procedures for the Committee's
review and approval of proposed transactions or courses of dealings with respect
to which executive officers or directors or members of their immediate families
have an interest (including all transactions required to be disclosed by Item
404(a) of Regulation S-K);

(l) Meet periodically with the general counsel, and outside counsel
when appropriate, to review legal and regulatory matters, including (i) any
matters that may have a material impact on the financial statements of the
Corporation and (ii) any matters involving potential or ongoing material
violations of law or breaches of fiduciary duty by the Corporation or any of its
directors, officers, employees, or agents or breaches of fiduciary duty to the
Corporation;

(m) Prepare the Audit Committee report to be included in the
Corporation's annual proxy statement;

(n) Review the Corporation's program to monitor compliance with the
Corporation's Code of Conduct, review the reports that will be submitted by the
Corporation's Compliance Committee no less than semi-annually and meet
periodically with a member or members of the Corporation's Compliance Committee
to discuss compliance with the Code of Conduct;

(o) Establish procedures for (i) the receipt, retention and treatment
of complaints received by the Corporation regarding accounting, internal
accounting controls or auditing matters, and (ii) the confidential, anonymous
submission by employees of the Corporation of concerns regarding questionable
accounting or auditing matters;

(p) Secure independent expert advice as appropriate, including
retaining, with or without Board approval, independent counsel, accountants,
consultants or others, to assist the Committee in fulfilling its duties and
responsibilities, the cost of such independent expert advisors to be borne by
the Corporation;

(q) Conduct or authorize investigations into any matters within its
scope of responsibilities, including retaining outside advisors to assist the
Committee in the conduct of any investigation, the cost of such investigations
to be borne by the Corporation;

(r) Evaluate the Committee's performance under this Charter on an
annual basis, including an annual review and assessment of the adequacy of this
Charter; and

(s) Perform such additional activities, and consider such other
matters, within the scope of its responsibilities, as the Committee or the Board
deems necessary or appropriate.