MAUI LAND & PINEAPPLE COMPANY, INC.
                               
        EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT
                               
                      Gary L. Gifford
                       President/CEO
                               
ARTICLE I.          ESTABLISHMENT AND PURPOSE.

     1.1  Effective Date.  This Executive Change-in-Control
Severance Agreement (the "Agreement") is made and entered into
and is effective as of this 13th day of March,
1998 ("Effective Date"), by and between Maui Land & Pineapple
Company, Inc. ("ML&P"), a Hawaii corporation, and
Gary L. Gifford ("Executive") of ML&P and its Subsidiaries.
This Agreement shall supersede and replace any prior severance
agreement entered into between ML&P and the Executive.

     1.2  Term of the Agreement.  The Agreement shall commence
as of the Effective Date written above, and shall continue
until the Board of Directors of ML&P ("Board") determines, in
good faith and in its sole discretion, that the Executive is
no longer to be included in the Plan and so notifies in writing
the Executive during the term of this Agreement of such
determination.

          Provided, however, in the event that a Change in
Control of ML&P or its Subsidiaries, as defined in Section 2.1
herein, occurs during the term of this Agreement, this
Agreement shall remain irrevocably in effect for the greater of
thirty-six (36) months from the date of such Change in Control,
or until all benefits have been paid to the Executive
hereunder.

          Further, in the event that the Board has knowledge
that a third party has taken steps reasonably calculated to
effect a Change in Control of ML&P or its Subsidiaries,
including, but not limited to the commencement of a tender
offer for the voting stock of ML&P, or the circulation of a
proxy to ML&P's shareholders, then this Agreement shall remain
irrevocably in effect until the Board, in good faith,
determines that such third party has fully abandoned or
terminated its effort to effect a Change in Control of ML&P or
its Subsidiaries.

     1.3  Purpose of the Agreement.  The purpose of this
Agreement pursuant to the Plan, is to advance the interests of
ML&P and its Subsidiaries by assuring that ML&P and its
Subsidiaries shall have the continued employment and dedication
of the Executive and the availability of his advice and counsel
in the event that an acquisition or Change in Control of ML&P
or its Subsidiaries occurs.  This Agreement shall also assure
the Executive of equitable treatment during the period of
uncertainty that surrounds an acquisition or Change in Control,
and allow the Executive to act at all times in the best
interest of ML&P and its shareholders.

     1.4  Contractual Right to Benefits.  This Agreement
establishes and vests in the Executive a contractual right to
the benefits which he or she is entitled hereunder, enforceable
by the Executive against ML&P.  However, nothing herein shall
require ML&P to segregate, earmark, or otherwise set aside any
funds or other assets to provide for any payments hereunder.

     1.5  Legal Status.  This Agreement shall be considered an
unfunded agreement to provide welfare benefits to a select
group of management or highly compensated employees and is
therefore intended to be a "top-hat" plan exempt from the
requirements of the provisions of Parts 2, 3 and 4 of Title I
of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").

ARTICLE II.    DEFINITIONS AND CONSTRUCTION.

     2.1  Definitions.  Whenever used in this Agreement, the
following terms shall have the meanings set forth below and,
when the meaning is intended, the initial letter of the word is
capitalized.

               a.   "Base Salary" means the annualized salary
     at the beginning of each Year, which includes all regular
     basic wages, before reduction for any amounts deferred on
     a tax-qualified or nonqualified basis, payable in cash to
     an Executive for services rendered to ML&P or its
     Subsidiaries during the Year.  Base Salary shall exclude
     bonuses, incentive compensation, special fees or awards,
     commissions, allowances, or any other form of premium or
     incentive pay, or amounts designated by ML&P or its
     Subsidiaries as payment toward or reimbursement of
     expenses.

               b.   "Beneficial Owner" shall have the meaning
     ascribed to such terms in Rule 13d-3 of the General Rules
     and Regulations under the Securities Exchange Act of 1934,
     as amended (the "Exchange Act").

               c.   "Beneficiary" with respect to an Executive
     means the persons or entities designated or deemed
     designated by the Executive pursuant to Section 8.2
     herein.

               d.   "Board" means the Board of Directors of
     ML&P.

               e.   "Change in Control" of ML&P or its
     Subsidiaries means any one or more of the following
     occurrences:

                    (1)  Any Person, including a "group" as
          defined in Section 13 (d)(3) of the Exchange Act, who
          is not at the date of this Agreement the beneficial
          owner of shares of the given entity having 25% or
          more of the total number of votes that may be cast
          for the election of Directors of such entity, becomes
          the beneficial owner (including acquisition of
          beneficial ownership resulting from formation of a
          "group") of shares of such entity having 25% or more
          of such voting power;

                    (2)  Any Person, including a "group" as
          defined in Section 13(d)(3) of the Exchange Act, who
          is not at the date of this Agreement the beneficial
          owner of shares of a given entity having 50% or more
          of the total number of votes that may be cast for the
          election of Directors of such entity, becomes the
          beneficial owner (including acquisition of beneficial
          ownership resulting from formation of a "group") of
          shares of such entity having 50% or more of such
          voting power;
          
                    (3)  As the result of, or in connection
          with any cash tender or exchange offer, merger or
          other business combination, sale of assets or
          contested election, or any combination of the
          foregoing transactions, the persons who were
          Directors of the given entity before the transaction
          shall cease to constitute a majority of the Board of
          Directors of such entity or any successor to such
          entity;

                    (4)  A merger or consolidation of the given
          entity in which such entity is not the surviving
          entity; or

                    (5)  The sale, transfer, or other
          disposition of all or substantially all of the assets
          of the given entity (and for this purpose, the term
          "substantially all" shall mean assets having a fair
          market value, whether or not realized in the
          transaction, that is 50% or more of the aggregate
          fair market value of all assets of such entity); or
          in the case of a Subsidiary the sale, transfer or
          other disposition (other than to a direct or indirect
          wholly owned subsidiary of M&LP) of securities that
          immediately prior to such transaction constituted 50%
          or more of such Subsidiary's outstanding voting
          securities.

               f.   "Committee" means the Compensation
     Committee of the Board of Directors of ML&P or any other
     committee appointed by the Board to administer this
     Agreement.

               g.   "Disability" means a physical or mental
     condition which renders an Executive unable to discharge
     his normal work responsibility with ML&P or its
     Subsidiaries and which, in the opinion of a licensed
     physician selected by the Executive, subject to reasonable
     approval by the Committee based upon sufficient medical
     evidence, can be reasonably expected to continue for a
     period of at least one full calendar year.  If an
     Executive fails to select a physician within ten (10)
     business days of a written request made by ML&P, then ML&P
     may select a physician for purposes of this paragraph.

               h.   "Effective Date" means the date the
     Agreement is approved by the Board, or such other date as
     the Board shall designate in its resolution approving the
     Agreement, and as provided in Section 1.1 herein.

               i.   "Effective Date of Termination" means the
     date on which a Qualifying Termination occurs.

               j.   "ERISA" means the Employee Retirement
     Income Security Act of 1974, as amended from time to time,
     or any successor act thereto.

               k.   "Expiration Date" means the date the
     Agreement expires, as provided in Section 1.2 herein.

               l.   "Just Cause" means the basis for a
     termination of an Executive's employment by ML&P or its
     Subsidiaries for which no Severance Benefits are payable
     hereunder, as provided in Article IV herein.

               m.   "ML&P" means Maui Land & Pineapple Company,
     Inc., a Hawaii corporation, or any successor thereto that
     adopts the Agreement, as provided in Section 8.1 herein.
               n.   "Normal Retirement Date" shall mean the
     date on which the Executive attains age 65.

               o.   "Person" shall have the meaning ascribed to
     such terms in Section 3 (a)(9) of the Exchange Act and
     used in Sections 13(d) and 14(d) thereof, including a
     "group" as defined in Section 13(d); provided that for
     purposes of Section 2.1(e) "Person" shall not include any
     entity that is a direct or indirect wholly owned
     subsidiary of ML&P.

               p.   "Qualifying Termination" means a
     termination of the Executive's employment by ML&P or its
     Subsidiaries as described in Section 3.2 herein.

               q.   "Severance Benefit" means the payment of
     severance compensation as provided in Article III herein.

               r.   "Subsidiaries" means Maui Pineapple
     Company, Ltd. and Kapalua Land Company, Ltd.

               s.   "Year" means the consecutive 12-month
     period beginning each January 1 and ending December 31.

     2.2  Gender and Number.  Except where otherwise indicated
by the context, any masculine term used herein also shall
include the feminine, the plural shall include the singular,
and the singular shall include the plural.

     2.3  Severability.  In the event any provision of the
Agreement shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts
of the Agreement, and the Agreement shall be construed and
enforced as if the illegal or invalid provision had not been
included.
     
     2.4  Modification.  No express provisions of this
Agreement may be modified, waived, or discharged unless such
modification, waiver, or discharge is agreed to by the
Executive in writing and approved by the Compensation Committee
of the Board of Directors.

     2.5  Applicable Law.  To the extent not preempted by the
laws of the United States, the laws of the State of Hawaii
shall be the controlling law in all matters relating to the
Agreement without regard to the conflicts of law principles in
such laws.

ARTICLE III.   SEVERANCE BENEFITS.

     3.1  Right to Severance Benefits.  The Executive shall be
entitled to receive from ML&P Severance Benefits as described
in Section 3.4 herein, if there has been a Change in Control of
ML&P or its Subsidiaries, as defined in Section 2.1(e) herein,
and if, within thirty-six (36) months thereafter, the
Executive's employment with ML&P or its Subsidiaries shall end
for any reason specified in Section 3.2 herein as being a
Qualifying Termination.  An Executive shall not be entitled to
receive Severance Benefits if the Executive's employment with
ML&P or its Subsidiaries ends due to an involuntary termination
by ML&P or its Subsidiaries for Just Cause, as provided under
Article IV herein, or if the Executive's employment terminates
due to death or Disability.

     3.2  Qualifying Termination.  The occurrence of any one or
more of the following events within thirty-six (36) calendar
months after a Change in Control of ML&P or its Subsidiaries
shall cause the payment of Severance Benefits to the Executive,
as provided under Section 3.4 herein:

               a.   ML&P's or its Subsidiaries' involuntary
     termination of the Executive's employment without Just
     Cause, as defined in Article IV herein;

               b.   The Executive's voluntary employment
     termination from ML&P or its Subsidiaries for Good Reason,
     as defined by Section 3.3 herein;

               c.   A successor entity fails or refuses to
     assume ML&P's or its Subsidiaries' obligations under this
     Agreement in their entirety, as required by Article VIII
     herein; or

               d.   ML&P or any successor entity commits a
     material breach of any of the provisions of this
     Agreement.

     3.3  Definition of Good Reason.  "Good Reason" means,
without the Executive's express written consent, the occurrence
after a Change in Control of ML&P or its Subsidiaries of any
one or more of the following:

               a.   The assignment of the Executive to duties
     materially inconsistent with the Executive's authorities,
     duties, responsibilities, and status (including offices,
     titles and reporting requirements) as an executive and/or
     officer of ML&P or its Subsidiaries, or a material
     reduction of the Executive's authorities, duties, or
     responsibilities from those in effect as of ninety (90)
     days prior to the Change in Control, other than an act
     that is remedied by ML&P or its Subsidiaries promptly
     after receipt of notice thereof given by the Executive
     (provided, however, that "Good Reason" shall not include
     the events described in the preceding portions of this
     paragraph (a) if the changes described therein have been
     approved by a majority of the board of directors of ML&P
     and also by a number of such directors who comprised at
     least a majority of the directors of ML&P 90 days prior to
     the Change In Control);

               b.   ML&P or its Subsidiaries requiring the
     Executive to be based at a location in excess of seventy-
     five (75) miles from the location of the Executive's
     principal job location or office immediately prior to the
     Change in Control; except for required travel on company
     business to an extent substantially consistent with the
     Executive's then present business travel obligations;

               c.   A more than ten percent (10%) reduction by
     ML&P or its Subsidiaries of the Executive's annual rate of
     Base Salary in effect as of ninety (90) days prior to the
     Change in Control;

               d.   The failure of ML&P or its Subsidiaries to
     continue in effect any of ML&P's or its Subsidiaries'
     annual incentive compensation plans, or employee benefit
     or retirement plans, policies, practices, or other
     compensation arrangements in which the Executive
     participates as in effect prior to the Change in Control,
     unless such failure to continue the plan, policy, practice
     or arrangement pertains to all plan participants
     generally; or the failure by ML&P or its Subsidiaries to
     continue the Executive's participation therein on
     substantially the same basis, both in terms of the amount
     of benefits provided and the level of the Executive's
     participation relative to other participants and
     commensurate with the Executive's responsibility and
     duties; and

               e.   The failure of ML&P or its Subsidiaries to
     obtain a satisfactory agreement from any successor to ML&P
     or its Subsidiaries to assume and agree to perform ML&P's
     or its Subsidiaries' obligations under this Agreement, as
     contemplated in Article VIII herein.

     3.4  Description of Severance Benefits.  In the event that
an Executive becomes entitled to receive Severance Benefits, as
provided in Section 3.1 herein, ML&P shall pay to the Executive
and provide him with the following:

               a.   An amount equal to 2.99 times the
     Executive's annual rate of Base Salary in effect upon the
     Effective Date of Termination; and
     
               b.   A payout under the ML&P Annual Incentive
     Plan, in accordance with the terms of such plan; and

               c.   A continuation of all welfare benefits at
     normal employee cost including medical and dental
     insurance, long-term disability, group term life
     insurance, and accidental death & dismemberment insurance
     for three (3) full years from the Effective Date of
     Termination or until the Executive reaches his Normal
     Retirement Date, whichever occurs earlier.  In the event
     that participation in any one or more of the welfare
     benefits is not possible under the terms of the governing
     welfare benefit provisions or due to the modification or
     elimination of the welfare benefits, ML&P shall provide
     substantially identical welfare benefits at the normal
     employee cost of the affected welfare benefits.  However,
     these benefits shall be discontinued prior to the end of
     the three (3) years in the event the Executive receives
     substantially similar benefits from a subsequent employer,
     as determined by the Committee.  The right of the
     Executive and his spouse and other dependents to continued
     group health coverage under Section 4980B of the Internal
     Revenue Code of 1986, as amended ("Code"), shall commence
     at the end of the applicable Severance Benefits period.
     Unless otherwise provided under this Agreement, the
     applicable Severance Benefits period shall be treated as
     if it were a period of employment with ML&P or its
     Subsidiaries for purposes of determining  rights and
     benefits under any retirement plan or other plan or
     program and shall be treated as a period of covered
     employment under such plan or other plan or program if the
     Executive was in covered employment immediately prior to
     the Change in Control, provided that, if such treatment is
     not possible under the terms of such plan or other plan or
     program, ML&P shall directly provide substantially
     identical benefits attributable to the crediting of the
     Severance Benefits period.

     3.5  Reduction of Severance Benefits.  In the event there
are fewer than thirty-six (36) whole or partial months
remaining from the Executive's Effective Date of Termination
until the Executive's Normal Retirement Date, then the amounts
provided for under Section 3.4(a) above shall be reduced by a
fraction, the numerator of which shall be the number of whole
or partial months remaining until the Executive's Normal
Retirement Date, and the denominator of which shall be
thirty-six (36).

     3.6  Special Retirement Benefits.  The Executive shall
receive special retirement benefits as provided below, so that
the total retirement benefits that the Executive receives will
equal the retirement benefits that the Executive would have
received under the Maui Land & Pineapple Company, Inc. Pension
Plan for Non-Bargaining Unit Employees ("Retirement Plan"),
Maui Land & Pineapple Company, Inc. Supplemental Executive
Retirement Plan, and the Maui Land & Pineapple Company, Inc.
Executive Supplemental Insurance Plan/Executive Deferred
Compensation Plan (collectively, "Plans"), or any successor
Plans or arrangements to such Plans, had the Executive
continued in the employ of ML&P and its Subsidiaries for
three (3) years following the Executive's Effective Date of
Termination (or until his Normal Retirement Date, whichever is
earlier) but without regard to any ancillary benefits.  The
amount of special retirement benefits payable hereunder to the
Executive or his beneficiaries shall equal the excess of the
amount specified in (a) over the amount specified in (b) below.

               a.   The total retirement benefits on an
     actuarial equivalent single-life basis would be paid to
     the Executive if the three (3) years (or the period to his
     Normal Retirement Date, if less) following the Executive's
     Effective Date of Termination are added to his credited
     service under the Plans.

               b.   The total retirement benefits actually paid
     on an actuarial equivalent single-life basis to the
     Executive under the Plans.

          Such special retirement benefits shall be paid at the
same time and in the same form (e.g., actuarial equivalent
single-life or contingent annuitant basis) as the Executive's
retirement benefits under the Plans.  The special retirement
benefits shall be paid by the Plans or, if the terms of such
Plans do not provide for such benefits, the special retirement
benefits shall be paid directly by ML&P.  The actuarial
equivalent of special retirement benefits shall be determined
in accordance with the factors provided under the Retirement
Plan.

     3.7  Outplacement Services.  In the event that the
Executive becomes entitled to receive Severance Benefits as
provided in Section 3.1 herein, the Executive shall be
entitled, at the expense of ML&P, to receive standard
outplacement services as selected by the Executive, for a
period of up to thirty-six (36) months from the Effective Date
of Termination.  However, such services shall not exceed a
maximum annual benefit of ten percent (10%) of the Executive's
annual rate of Base Salary as of the Effective Date of
Termination.

     3.8  Incentive Compensation.  In the event that the
Executive becomes entitled to receive Severance Benefits as
provided in Section 3.1 herein, any deferred awards previously
granted to the Executive under ML&P's or its Subsidiaries'
incentive compensation plans and not previously paid to the
Executive shall immediately vest on the date of the Executive's
Effective Date of Termination and shall be paid no later than
ninety (90) calendar days following that date, and be included
as compensation in the month paid.

ARTICLE IV.    DISQUALIFICATION FROM RECEIPT OF BENEFITS.

          No Severance Benefits shall be payable to the
Executive under this Agreement in the event the Executive is
terminated by ML&P or its Subsidiaries for Just Cause.  For
this purpose, Just Cause shall mean willful, malicious conduct
by the Executive which is detrimental to the best interests of
ML&P, including theft, embezzlement, the conviction of a
criminal act, disclosure of trade secrets, a gross dereliction
of duty, or other grave misconduct on the part of the Executive
which is substantially injurious to ML&P or its Subsidiaries.
Just Cause also shall include the failure of the Executive to
perform any and all covenants under this Agreement.

ARTICLE V.     FORM AND TIMING OF SEVERANCE BENEFITS.

     5.1  Form and Timing of Severance Benefits.  The Severance
Benefits described in Section 3.4(a) and (b) herein, shall be
paid by ML&P in cash to the Executive in a single lump sum as
soon as practicable following the Executive's Effective Date of
Termination, but in no event beyond ninety (90) calendar days
from such date.

          The Severance Benefits described in Section 3.4 (c)
herein shall be provided by ML&P to the Executive immediately
upon the Executive's Effective Date of Termination and shall
continue to be provided for three (3) full calendar years from
the Executive's Effective Date of Termination or until the
Executive reaches his Normal Retirement date, whichever occurs
earlier.  However, the Severance Benefits described in Section
3.4 (c) herein shall be discontinued prior to the end of the
three (3) year period immediately upon the Executive receiving
substantially similar benefits from a subsequent employer, as
determined by the Committee.

     5.2  Withholding of Taxes.  ML&P or its Subsidiaries shall
withhold from any amounts payable under this Agreement all
Federal, state, city or other taxes as legally shall be
required.

ARTICLE VI.    PARACHUTE PAYMENTS.

     6.1  Determination of Alternative Severance Benefit Limit.
Notwithstanding any other provision of this Agreement, if any
portion of the Severance Benefits or any other payment under
this Agreement, or under any other agreement with, or plan of,
ML&P (in the aggregate "Total Payments") would constitute an
"excess parachute payment," then the payments to be made to the
Executive under this Agreement shall be reduced such that the
value of the aggregate Total Payments that the Executive is
entitled to receive shall be one dollar ($1) less than the
maximum amount which the Executive may receive without becoming
subject to the tax imposed by Section 4999 of the Code, or
which ML&P may pay without loss of deduction under Section
280G(a) of the Code.  However, such reduction in Severance
Benefits shall apply if, and only if, the resulting Severance
benefits with such reduction is greater in value to the
Executive than the value of the Severance Benefits without a
reduction, net of any tax imposed on the Executive pursuant to
Section 4999 of the Code.  For purposes of this Agreement, the
terms "excess parachute payment" and "parachute payments" shall
have the meanings assigned to such terms in Section 280G of the
Code, and such "parachute payments" shall be valued as provided
therein.

     6.2  Procedure for Establishing Alternative Limitation.
Within fifteen (15) calendar days following delivery of the
notice of Qualifying Termination or notice by ML&P to the
Executive of its belief that there is a payment or benefit due
the Executive which will result in an "excess parachute
payment" as defined in Section 280G of the Code, the Executive
and ML&P, at ML&P's expense, shall obtain the opinion of ML&P's
principal outside law firm, accounting firm, and/or
compensation and benefits consulting firm, which sets forth:
(a)  the amount of the Executive's "annualized includible
compensation for the base period" (as defined in Section
280G(d)(1) of the Code); (b) the present value of the Total
Payments; and (c) the amount and present value of any "excess
parachute payment."

          In the event that such opinion determines that there
would be an "excess parachute payment," such that a reduction
in the Severance Benefits would result in a greater net benefit
to the Executive (as provided in Section 6.1 herein), then the
Severance Benefits hereunder or any other payment determined
under the opinion to be includible in Total Payments shall be
reduced or eliminated so that, on the basis of calculations set
forth in such opinion, there will be no "excess
parachute payment".  The reduction or elimination of specific
payments shall apply to such type and amount of specific
payments as may be designated by the Executive in writing
delivered to ML&P within ten (10) calendar days of receipt of
the opinion, or if the Executive fails to so notify ML&P, as
may be reasonably determined by ML&P.

          The provisions of this Section 6.2, including the
calculations, notices, and opinion provided herein, shall be
based upon the conclusive presumption that the following
amounts are reasonable: (a) the compensation and benefits
provided for in Article III herein; and (b) any other
compensation earned prior to the Effective Date of Termination
by the Executive pursuant to ML&P's compensation programs (if
such payments would have been made in the future in any event,
even though the timing of such payment is triggered by the
Change in Control).

     6.3  Subsequent Imposition of Excise Tax.  If,
notwithstanding compliance with the provisions of Sections 6.1
and 6.2 herein, it is ultimately determined by a court or
pursuant to a final determination by the Internal Revenue
Service that any portion of the Total Payments is considered to
be a "parachute payment", subject to excise tax under Section
4999 of the Code, which was not contemplated to be a "parachute
payment" at the time of payment (so as to accurately determine
whether a limitation should have been applied to the Total
Payments to maximize the net benefit to the Executive, as
provided in Sections 6.1 and 6.2 herein), the Executive shall
be entitled to receive a lump sum cash payment sufficient to
place the Executive in the same net after-tax position,
computed by using the "Special Tax Rate" as such term is
defined below, that the Executive would have been in had such
payment not been subject to such excise tax, and had the
Executive not incurred any interest charges or penalties with
respect to the imposition of such excise tax.  For purposes of
this Agreement, the "Special Tax Rate" shall be the highest
effective Federal and state marginal tax rates applicable to
the Executive in the year in which the payment contemplated
under this Section 6.3 is made.

ARTICLE VII.   OTHER RIGHTS AND BENEFITS NOT AFFECTED.

     7.1  Other Benefits.  Neither the provisions of this
Agreement nor the Severance Benefits provided for hereunder
shall reduce any amounts otherwise payable, or in any way
diminish the Executive's rights as an employee of ML&P or its
Subsidiaries, whether existing now or hereafter, under any
benefit, incentive, retirement, stock option, stock bonus,
stock purchase plan, or any employment agreement, or other plan
or arrangement.

     7.2  Employment Status.  This Agreement does not
constitute a contract of employment or impose on ML&P or its
Subsidiaries any obligation to retain the Executive as an
employee, to change the status of the Executive's employment,
or to change ML&P's or its Subsidiaries' policies regarding
termination of employment.  The Executive serves as an employee
of ML&P or its Subsidiaries, and this Agreement shall not
create an employment relationship between ML&P or its
Subsidiaries and the Executive.

ARTICLE VIII.  SUCCESSORS.

     8.1  Successors.  ML&P or its Subsidiaries will require
any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) of all or substantially all of the
business and/or assets of ML&P or its Subsidiaries, or any
division or subsidiary thereof to expressly assume and agree to
perform this Agreement in the same manner and to the same
extent that ML&P or its Subsidiaries would be required to
perform it if no such succession had taken place.  Failure of
ML&P or its Subsidiaries to obtain such assumption and
agreement prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle the
Executive to compensation from ML&P or its Subsidiaries in the
same amount and on the same terms as they would be entitled
hereunder if terminated voluntarily following a Change in
Control.  Except for the purposes of implementing the
foregoing, the date on which any succession becomes effective
shall be deemed the Effective Date of Termination.

          This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees.  If an Executive should
die while any amount would still be payable to him hereunder
had he continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of
this Agreement, to the Executive's devisee, legatee, or other
designee, or if there is no such designee, to the Executive's
estate.

     8.2  Beneficiaries.  In the event of the death of the
Executive, all unpaid amounts payable to the Executive under
this Agreement shall be paid to his or her Beneficiary.  The
Executive's spouse and other dependents shall continue to be
covered by all applicable welfare benefits during the remainder
of the Severance Benefits period, if any, pursuant to
Section 3.4.c (unless payments at death are specified by the
applicable welfare benefits provisions).  The Beneficiary of
the Executive's Severance Benefits under this Agreement shall
be designated by the Executive in the form of a signed writing
acceptable to the Committee.  An Executive may make or change
such designation at any time.

ARTICLE IX.    ADMINISTRATION.

     9.1  Administration.  The Compensation Committee of the
Board of Directors shall administer this Agreement.  The
Committee is authorized to interpret this Agreement, to
prescribe and rescind rules and regulations, to provide
conditions and assurances deemed necessary and advisable, to
protect the interest of ML&P or its Subsidiaries, and to make
all other determinations necessary or advisable for the
Agreement's administration.  In fulfilling its administrative
duties hereunder, the Committee may rely on outside counsel,
independent accountants, or other consultants to render advice
or assistance.

     9.2  Indemnification and Exculpation.  The members of the
Board, its agents and officers, directors and employees of ML&P
and its Subsidiaries shall be indemnified and held harmless by
ML&P and its Subsidiaries against and from any and all loss,
cost, liability, or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting
from any claim, action, suit or proceeding to which they may be
a party or in which they may be involved by reason of any
action taken or failure to act under this Agreement and against
and from any and all amounts paid by them in settlement (with
ML&P's written approval) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding.  The foregoing
provision shall not be applicable to any person if the loss,
cost, liability or expense is due to such person's gross
negligence or willful misconduct.

     9.3  Legal Fees.  ML&P shall pay all reasonable legal
fees, costs of litigation and other expenses incurred in good
faith by the Executive as a result of ML&P's refusal to provide
the Severance Benefits to which the Executive becomes entitled
under this Agreement, or as a result of ML&P's contesting the
validity, enforceability or interpretation of the Agreement.
Provided, however, that such payments shall not exceed the
amount permitted by law and ML&P's Articles of Incorporation.

          IN WITNESS WHEREOF, ML&P has caused this Agreement to
be executed by a resolution of the Board of Directors, as of
the day and year first above written.

                            MAUI LAND & PINEAPPLE COMPANY, INC.
                            
                            
                            By  /S/ ADELE H. SUMIDA
                                  Its  Secretary
                            
                               /S/ GARY L. GIFFORD
                                 GARY L. GIFFORD
                                        "Executive"
                            
ATTEST:
/S/ IRIS Y. MATSUMOTO