AMENDMENT NO. 2
                               TO
                  LIMITED PARTNERSHIP AGREEMENT
                               OF
                   KAAHUMANU CENTER ASSOCIATES



          THIS AMENDMENT is made this 30th day of December, 2002,
between MAUI LAND & PINEAPPLE COMPANY, INC., a Hawaii corporation
("MLP") and the EMPLOYEES' RETIREMENT SYSTEM OF THE STATE OF
HAWAII, a quasi-governmental agency ("ERS"):

                        WITNESSETH THAT:

          WHEREAS, MLP and ERS entered into that certain LIMITED
PARTNERSHIP AGREEMENT OF KAAHUMANU CENTER ASSOCIATES (as amended,
the "L. P. Agreement") dated June 23, 1993, forming a limited
partnership ("KCA") to expand, own and operate Kaahumanu Shopping
Center ("Center") in Kahului, Maui, Hawaii; and

          WHEREAS, MLP and ERS entered into that certain
AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF KAAHUMANU
CENTER ASSOCIATES dated April 27, 1995, and have now agreed to
further amend the L. P. Agreement;

          NOW, THEREFORE, in consideration of the premises, the
mutual promises, obligations and agreements contained herein, and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, MLP and ERS,
intending to be legally bound, do hereby agree as follows:

          The L. P. Agreement shall be and is hereby amended in
the following respects:

          A.   Notwithstanding anything to the contrary in the
L. P. Agreement, any sale of the Property or portion thereof
shall be subject to the provisions of the L. P. Agreement as
modified by the following:

          1.   Marketing of the Property.  ERS and MLP agree
that the Partnership shall retain a broker and offer the Property
for sale.  As Managing Partner, MLP shall be responsible for
engaging a broker and soliciting and negotiating offers to purchase
the Property, provided that the decision to accept any offer is a
Major Decision requiring approval in accordance with Section 6.2
of the L. P. Agreement, as amended.  It is understood and agreed
that initial offers to purchase the Property will not necessarily
be presented for approval but, instead, MLP may first negotiate
such offers to the point where it determines that it has received
the offeror's best and final offer.  In all events, MLP will
inform ERS of all offers and will give ERS copies of all written
offers and ERS shall have the right to be involved in such
negotiations if it chooses to be involved.

          2.   ERS Option.  If, the Partnership receives a bona
fide offer from a qualified third party purchaser to purchase the
Property for a purchase price of $68.7 million or more with a
closing no later than December 31, 2003, then the ERS shall have
an option to purchase MLP's partnership interest as hereinafter
set forth in lieu of a sale to such third party purchaser.  Upon
the receipt of any such offer, MLP shall give ERS written notice
of the receipt of such offer and ERS shall have forty-five (45)
days to exercise its option to purchase MLP's partnership interest
by written notice to MLP.  If ERS exercises its option, then the
third party offer will not be accepted and ERS shall be obligated
to purchase MLP's partnership interest; provided, however that as
a condition of the ERS' purchase of MLP's partnership interest,
MLP shall be released from its obligations under the MLP Guaranty
and the purchase price of MLP's partnership interest shall be
equal to the amount of distribution which MLP would have received
from the Partnership pursuant to Section 4, below, if the
Partnership had accepted the third party offer and had sold the
Property to the third party.

          3.   Closing of ERS Purchase.  If ERS exercises its
option pursuant to Section 2, ERS shall close the purchase of
MLP's partnership interest on a mutually agreeable date and time
within sixty (60) days from exercise of its option (or the next
following business day if that date is a weekend or holiday) or
at ERS' option, within such longer time as may have been set
forth in the bona fide offer from the third party.  The purchase
price for MLP's partnership interest shall be paid in cash at
closing.  MLP and ERS shall execute such documentation and
instruments, act diligently to secure any and all necessary
consents, and make such deliveries as may be reasonably required
or convenient to consummate any such purchase.  MLP's partnership
interest will be sold to ERS free and clear of all liens and
encumbrances of any kind.  In addition to the amount payable to
MLP as the purchase price for its interest as set forth in this
Section at closing MLP shall be entitled to receive from the
Partnership all reimbursements, fees and other amounts owed to
MLP in its capacity as operator of the Property and MLP shall be
released from and indemnified against all liabilities relating to
the Partnership arising as a result of events occurring after the
transfer of its Partnership Interest to ERS and not based on any
events occurring prior to such transfer.  All reasonable expenses
incurred to close the purchase as shall have been pre approved by
the Partners shall be borne equally by MLP and ERS, provided that
each shall bear its own attorneys' fees.  Prorations of
partnership income, expenses, deductions and credits shall be
made as of closing.  In the event ERS fails to timely perform its
obligations to purchase MLP's partnership interest under this
paragraph, and MLP is not in default of its obligations, such
failure shall be an Event of Default by ERS and MLP shall have
the rights set forth in Article 9 of the L. P. Agreement,
provided, however, that the ERS shall have an automatic 30 day
extension in which to perform its obligations to close the
purchase of MLP's partnership interest.

          4.   Special Allocations.  Subsection 4.1.4(h) Preferred
Return of the L. P. Agreement is hereby amended by deleting the
words, "(including gross income)" from the second line and from the
eleventh line of Subsection 4.1.4(h).

          5.   Distribution of Proceeds.  Notwithstanding Section
9.4.3 of the L. P. Agreement, the net sale proceeds realized by the
Partnership from any sale of the Property at any time will be
distributed in the following order:

          a.   First, in payment of debts and obligations of the
Partnership owed in the ordinary course of business to third
parties and to the expenses of liquidation in the order of
priority as provided by law, including the amount of the accrued
and unpaid portion of the Operator's Fee for the Operator;

          b.   Second, to the setting up of any reserves, which
reserves will be determined by the Partners by mutual agreement,
for a period of up to twelve (12) months which the Partners may
deem necessary for any contingent or unforeseen liabilities or
obligations to third parties of the Partnership;

          c.   Third, to payment of unsecured debts and obligations
of the Partnership to any Partner;

          d.   Fourth, to the payment of Partner Advances made to
the Partnership by any Partner;

          e.   Fifth, to the payment, pro rata, of the $830,000.00
equity contribution made by each of the Partners in 1997; and

          f.   Sixth, to the payment of the accrued and unpaid
portions of the ERS Preferred Return.

          g.   Seventh, to the repayment of the ERS's capital
contributions made prior to 1997.

          h.   Eighth, to the payment of the accrued and unpaid
portions of the MLP Preferred Return.

          i.   Ninth, to the repayment of the MLP's capital
contributions made prior to 1997.

          j.   Tenth, remainder to each Partner in accordance
with each Partner's respective positive capital account balance.

          B.   Contribution of Artwork.  MLP shall contribute to
the Partnership, the artwork (statue and mural) displayed at the
Property and owned by MLP without payment of any kind for the
cost of such artwork.

          C.   Termination of Operating Agreement.  MLP shall be
automatically terminated as the Partnership's property manager
and leasing agent upon any sale of the Property or upon any sale
of MLP's interest in the Partnership, including but not limited
to a sale to ERS.  After MLP has been terminated, MLP will
provide written confirmation to ERS and a third-party buyer that
MLP has been terminated.

          D.   Employees.  Upon any sale of the Property, or upon
any sale involving any sale of MLP's interest in the Partnership,
MLP shall be solely responsible for all claims and issues in
connection with all employees employed in connection with the
management, leasing and operation of the Property and in
connection with any termination of MLP's management and leasing
functions for the Property.

          E.   Advance Agreement to Approve Sales.  MLP agrees
that it will approve any sale of the Property that at closing
results in a termination of the MLP Guaranty.  ERS agrees that it
will approve any sale of the Property for a price equal to or in
excess of $68.7 million if ERS decides not to exercise its option
as defined above.

          F.   Dissolution.  Upon a sale of the Property, the
Partnership shall be dissolved in accordance with Article 9 of
the L. P. Agreement.

          G.   Expiration.  This Amendment shall remain in effect
until December 31, 2003, whereupon it shall terminate and be of no
further force and effect; [provided however this Amendment shall
be automatically extended and shall continue to be in effect for
such period of time as shall be necessary to close any sale of
the Property to a third party pursuant to any agreement to sell
executed prior to December 31, 2003 or as shall be necessary to
close any sale of MLP's Partnership Interest pursuant to any
exercise prior to December 31, 2003 of ERS' option as set forth
herein.
          In all other respects the L. P. Agreement shall remain
in full force and effect and unchanged except as expressly set
forth herein.  Capitalized terms herein shall have the meaning
set forth in the L. P. Agreement except as otherwise provided
herein.  Unless expressly modified by this Amendment, the
provisions of the L. P. Agreement shall remain unchanged and the
provisions hereof shall supplement such unchanged provisions.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers and
representatives, each on the day and year first above written.


MAUI LAND & PINEAPPLE COMPANY,   EMPLOYEES' RETIREMENT SYSTEM OF
INC.                             THE STATE OF HAWAII


By /S/ DON YOUNG                 By  /S/ DAVID SHIMABUKURO
  Its  Executive Vice President    Its  Administrator


By  /S/ PAUL J. MEYER            By  /S/ DARWIN HAMAMOTO
  Its  Executive Vice President    Its  Trustee