A&B 1985 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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                                AMENDMENT NO. 1
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     The A&B 1985 Supplemental Executive Retirement Plan, as amended and
restated effective February 1, 1995, is hereby amended, effective as of July 1,
1998, as follows:

     1.   Sections 2.06 through 2.27 are hereby redesignated as Sections 2.07
through 2.28, respectively.

     2.   A new Section 2.06 is hereby added, as follows:

          "2.06.  "Beneficiary" means the person or persons designated by
     the Participant as such in accordance with the provisions of
     Section 4.07 and to whom the benefit, if any, provided for in
     Section 4.07 is payable."

     3.   Section 4.07 is hereby amended in its entirety to read as follows:

          "4.07.  PRERETIREMENT DEATH BENEFIT.
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                (a)  ELIGIBILITY.  In the event that a Participant dies
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     prior to retirement, or prior to termination of employment, such
     Participant's Beneficiary shall be entitled to a Preretirement Death
     Benefit determined as provided in this Section in lieu of any other
     benefit provided by this Plan.

                (b)  BENEFIT.  The Preretirement Death Benefit provided by
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     this Section shall equal the lump sum payment, if any, to which the
     Participant would have been eligible under this Plan if he/she had
     retired, or terminated employment, immediately prior to his/her death,
     determined without regard to (i) any requirement for Committee
     approval of an Approved Early Retirement Date, or (ii) any requirement
     for 3 years of participation.  The Preretirement Death Benefit shall
     be determined by assuming the Participant did not elect any optional
     form of payment under the A&B Retirement Plan.

                (c)  BENEFICIARY DESIGNATION.  Each Participant shall, at
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     the time he/she becomes a Participant, designate one or more persons
     as his/her Beneficiary for purposes of this Section.  The designation
     shall be made in the form prescribed by the Company and shall become
     effective when filed with the Company.  A Participant may from time to
     time change his/her Beneficiary by filing a new designation form with
     the Company.  Should the Participant die without having any
     effectively-designated surviving Beneficiary, then the Beneficiary
     shall be the spouse of the Participant, if then living.  If there is
     no surviving spouse, then the Beneficiary shall be the Participant's
     children then living.  If there are no living children, then the
     Beneficiary shall be the estate of the Participant.

                (d)  LUMP SUM PAYMENT DATE.  The lump sum payment of the
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     Beneficiary's Preretirement Death Benefit shall be paid as soon as
     practicable after the death of the Participant."

     4.   Except as modified by this Amendment No. 1, all terms and provisions
of the Plan shall continue in full force and effect.

     IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Amendment
No. 1 to be executed on its behalf by its duly authorized officers on this 27th
day of August, 1998.


                              ALEXANDER & BALDWIN, INC.

                              By /s/ Miles B. King
                                 Its Vice President

                              By /s/ Alyson J. Nakamura
                                 Its Assistant Secretary