Exhibit 10.b.1.(xix)
                                        
                            A&B EXCESS BENEFITS PLAN
                                        
                                        
                                 Amendment No. 2



The A&B Excess Benefits Plan, as amended and restated effective July 1, 1991, is
hereby amended, effective August 24, 1994, as follows:

1.   Section 3.02 is hereby amended in its entirety to read as follows:

          "3.02  PARTICIPATION.  Participants in this Plan shall be any
     eligible employees who are participants in the One-Year Performance
     Improvement Incentive Plan ("One-Year PIIP") who meet the eligibility
     requirements set forth in Section III.A. of the One-Year PIIP.  In
     addition, the Administrator shall have the exclusive and unfettered
     discretion to select additional Plan Participants from among eligible
     employees.  A Participant in this Plan shall remain as such until the
     date he/she ceases to satisfy the participation requirements in the
     first sentence of this Section 3.02, until the date upon which the
     Participant's employment terminates for any reason or until such
     earlier time as may be specified by the Administrator."

2.   Except as modified by this Amendment, all terms and provisions of the A&B
Excess Benefits Plan shall continue in full force and effect.

     IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused its authorized
officers to affix the corporate name and seal hereto this 24th day of August,
1994.


                              ALEXANDER & BALDWIN

                              By /s/ Miles B. King
                                 Its Vice President

                              By /s/ Alyson J. Nakamura
                                 Its Assistant Secretary