ALEXANDER & BALDWIN INC
FORM 10-K, EXHIBIT 10.B.1.(XXX)
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<FILENAME>nqexsur1.txt
<DESCRIPTION>FORM 10-K, EXHIBIT 10.B.1.(XXX)
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                 A&B EXECUTIVE SURVIVOR/RETIREMENT BENEFIT PLAN
                 ----------------------------------------------


                                AMENDMENT NO. 1
                                ---------------



      The A&B Executive Survivor/Retirement Benefit Plan, as amended and
restated effective February 1, 1995, is hereby amended, effective October 25,
2000, as follows:

      1.   Section 2.08 is hereby revised in its entirety to read as follows:

      "2.08  "CHANGE IN CONTROL" of Alexander & Baldwin, Inc. shall mean a
             change in control of a nature that would be required to be
             reported in response to Item 6(e) of Schedule 14A of Regu-
             lation 14A promulgated under the Securities Exchange Act of
             1934, as amended (the "1934 Act"), whether or not Alexander &
             Baldwin, Inc. in fact is required to comply with Regula-
             tion 14A thereunder; provided that, without limitation, such a
             change in control shall be deemed to have occurred if:

                 (i)  any "person" (defined, for purposes of this Section 2.08,
             as such term is used in Sections 13(d) and 14(d) of the 1934
             Act) is or becomes the "beneficial owner" (defined, for
             purposes of this Section 2.08, as defined in Rule 13d-3 under
             the 1934 Act), directly or indirectly, of securities of
             Alexander & Baldwin, Inc. representing 35% or more of the com-
             bined voting power of its then outstanding securities;

                (ii)  at least a majority of the Board ceases to consist of
             (a) individuals who have served continuously on the Board
             since January 1, 2000 and (b) new directors (other than a
             director whose initial assumption of office is in connection
             with an actual or threatened election contest, including but
             not limited to a consent solicitation, relating to the
             election of directors of Alexander & Baldwin, Inc.) whose
             election, or nomination for election by Alexander & Baldwin,
             Inc.'s shareholders, was approved by a vote of at least
             two-thirds of the directors then still in office who shall at
             that time have served continuously on the Board since
             January 1, 2000 or whose election or nomination was previously
             so approved;

               (iii)  there is consummated a merger or consolidation of
             Alexander & Baldwin, Inc. or any direct or indirect subsidiary
             of Alexander & Baldwin, Inc. with any other entity, other than
             (a) a merger or consolidation immediately following which the
             individuals who comprise the Board immediately prior thereto
             constitute at least a majority of the board of directors of
             Alexander & Baldwin, Inc., the entity surviving such merger or
             consolidation or any parent thereof or (b) a merger or
             consolidation effected to implement a recapitalization of
             Alexander & Baldwin, Inc. (or similar transaction) in which no
             person is or becomes the beneficial owner, directly or
             indirectly, of securities of Alexander & Baldwin, Inc. (not
             including in the securities beneficially owned by such person
             any securities acquired directly from Alexander & Baldwin,
             Inc. or its affiliates) representing 35% or more of the
             combined voting power of Alexander & Baldwin, Inc.'s then
             outstanding securities; or

                (iv)  the stockholders of Alexander & Baldwin, Inc. approve a
             plan of complete liquidation or dissolution of Alexander &
             Baldwin, Inc. or there is consummated an agreement for the
             sale or disposition by Alexander & Baldwin, Inc. of all or
             substantially all of Alexander & Baldwin, Inc.'s assets, other
             than a sale or disposition by Alexander & Baldwin, Inc. of all
             or substantially all of Alexander & Baldwin, Inc.'s assets to
             an entity at least a majority of the board of directors of
             which or of any parent thereof is comprised of individuals who
             comprised the Board immediately prior to such sale or disposi-
             tion.

             Notwithstanding the foregoing, a Change in Control of
             Alexander & Baldwin, Inc. shall not be deemed to have occurred
             by virtue of the consummation of any transaction or series of
             integrated transactions immediately following which the
             holders of the common stock of Alexander & Baldwin, Inc.
             immediately prior to such transaction or series of
             transactions continue to have substantially the same propor-
             tionate ownership in an entity which owns all or substantially
             all of the assets of Alexander & Baldwin, Inc. immediately
             following such transaction or series of transactions.

             A "Change in Control" of a subsidiary of Alexander & Baldwin,
             Inc. shall be deemed to have occurred if any "person" is or
             becomes the "beneficial owner," directly or indirectly, of
             securities of such subsidiary representing 35% or more of the
             combined voting power of its then outstanding securities.  If
             a Change in Control shall take place with respect to any
             company, a Change in Control shall be deemed to have taken
             place with respect to any subsidiary of such company."

      2.   Except as modified by this Amendment, all terms and provisions of
the A&B Executive Survivor/Retirement Benefit 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 25th day of October,
2000.


                                    ALEXANDER & BALDWIN, INC.

                                    By /s/ John F. Gasher
                                       Its Vice President

                                    By /s/ Alyson J. Nakamura
                                       Its Secretary



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