AMENDED AND RESTATED
                               
              MAUI LAND & PINEAPPLE COMPANY, INC.
                               
             CHANGE-IN-CONTROL SEVERANCE AGREEMENT
                               
                       (Vice Presidents)
      Scott A. Crockford, Vice President/Retail Property

ARTICLE I.  ESTABLISHMENT AND PURPOSE.

     1.1  Effective Date.  This Amended and Restated Change-in-
Control  Severance  Agreement (the  "Agreement")  is  made  and
entered into and is effective as of the 16th day of March, 1999
("Effective  Date"),  by  and between  Maui  Land  &  Pineapple
Company,  Inc.  ("ML&P"), a Hawaii corporation,  and  Scott  A.
Crockford  ("Executive").  This Agreement shall  supersede  and
replace any prior severance agreement entered into between ML&P
and the Executive.

     1.2  Term of the Agreement.
          
          a.   The Agreement shall commence as of the Effective Date
            written above, and shall continue until terminated in
            accordance with this paragraph 1.2.  This Agreement may be
            terminated by the Board of Directors of ML&P (the "Board") upon
            one hundred eighty (180) days advance written notice to the
            Executive; provided, however, that the Board may not terminate
            this Agreement (i) after the occurrence of a Change in Control
            or (ii) during the respective periods set forth in Section
            1.2.c or 1.2.d below.

          b.   In the event that a Change in Control, 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 twenty-four (24) months from the date of such Change
            in Control, or until all benefits have been paid to the
            Executive hereunder.

          c.   In the event that the Board has knowledge that a third
            party has taken steps reasonably calculated to effect a Change
            in Control, 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 the Board shall not be
            permitted thereafter to exercise the termination right provided
            by Section 1.2.a unless and until the Board, in good faith, has
            determined that such third party has fully abandoned or
            terminated its effort to effect a Change in Control.

          d.   In the event that the Board approves in principle one or
            more transactions the implementation of which would result in a
            Change in Control, then the Board shall not be permitted
            thereafter to exercise the termination right provided by
            Section 1.2.a unless and until the Board, in good faith, has
            determined to fully abandon and terminate all efforts by ML&P
            or its Subsidiaries to implement such transactions.

     1.3   Purpose  of  the  Agreement.  The  purpose  of  this
Agreement  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  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 or any Successor Employer  that
assumes  this Agreement.  However, nothing herein shall require
ML&P  or any such Successor Employer 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 Executive's annualized salary, which
            includes all regular basic wages before reduction for any
            amounts deferred on a tax-qualified or nonqualified basis,
            payable in cash to Executive for services rendered 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
            properly designated by Employer 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 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" means one or more of the following
            occurrences with respect to ML&P or a Subsidiary:

               (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 the
          surviving entity is neither ML&P nor a direct or indirect
          wholly owned subsidiary of ML&P; 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); and, in addition, in the
          case of a Subsidiary, the sale, transfer or other disposition
          (other than to an entity that is before and following such
          transaction 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.

               (6)  A spin-off, split-off, split-up or similar divisive
          reorganization affecting ML&P and/or its Subsidiaries.

          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; provided that following a
            Change in Control "Committee" shall mean the Persons who
            constituted the Committee immediately prior to the Change in
            Control.

          g.   "Disability" means a physical or mental condition which
            renders Executive unable to discharge his normal work
            responsibility with Employer 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 Executive fails
            to select a physician within ten (10) business days of a
            written request made by Employer, then Employer may select a
            physician for purposes of this paragraph.

          h.   "Effective Date" has the meaning set forth in Section 1.1.

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

          j.   "Employer" means ML&P, or any Successor Employer that has
            assumed this Agreement pursuant to Section 8.1.a.

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

          l.   "Expiration Date" means the date the Agreement terminates,
            as provided in Section 1.2 herein.

          m.   "Just Cause" means the basis for a termination of
            Executive's employment for which no Severance Benefits are
            payable hereunder, as provided in Article IV herein.

          n.   "ML&P" means Maui Land & Pineapple Company, Inc., a Hawaii
            corporation.

          o.   "Normal Retirement Date" shall mean the date on which the
            Executive attains age 65.

          p.   "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 and used in
            Section 13(d) and Regulation 13D thereunder; 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.

          q.   "Qualifying Termination" means a termination of the
            Executive's employment as described in Section 3.2 herein.

          r.   "Severancee Benefit" means the payment of severance
            compensation as provided in Article III herein.

          s.   "Subsidiaries" means Maui Pineapple Company, Ltd. and
            Kapalua Land Company, Ltd.  However, if the Executive is at the
            date of this Agreement the Vice President Retail Property for
            ML&P, the terms "Subsidiaries" or "Subsidiary" shall mean and
            be limited to Kaahumanu Center Associates ("KCA").

          t.   "Successor Employer" means an entity that becomes
            Executive's employer in connection with a Change in Control and
            which following such Change in Control does not control, and is
            not controlled by or under common control with, ML&P.

          u.   "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  Employer's   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 Severance Benefits as described in  Section
3.4 herein, if there has been a Change in Control as defined in
Section  2.1(e) herein, and if, within twenty-four (24)  months
thereafter, the Executive's employment shall end for any reason
specified   in  Section  3.2  herein  as  being  a   Qualifying
Termination.   The Executive shall not be entitled  to  receive
Severance   Benefits   if   the   Executive's   employment   is
involuntarily  terminated  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 twenty-four (24) calendar
months after a Change in Control shall entitle the Executive to
the  payment  of Severance Benefits, as provided under  Section
3.4 herein:

          a.   Involuntary termination of the Executive's employment
            without Just Cause (as defined in Article IV herein) (other
            than a merely technical termination arising from a good faith
            reassignment in connection with a Change in Control of officers
            and employees of ML&P and/or its Subsidiaries and following
            which Executive remains an employee of (i) ML&P or a Subsidiary
            that continues thereafter to be wholly owned by ML&P [or in the
            case Executive as of the date of this Agreement is the Vice
            President Retail Property for ML&P, if following such
            reassignment the Executive remains an employee (x) of ML&P or
            (y) of Maui Pineapple Company, Ltd. or Kapalua Land Company,
            Ltd. (provided such employer continues following such Change in
            Control be wholly owned by ML&P) or (z) of KCA (provided ML&P
            remains the sole general partner of KCA following such Change
            In Control] or (ii) a Successor Employer that has assumed
            ML&P's obligations under this Agreement in accordance with
            Section 8.1.a); or

          b.   The Executive's voluntary employment termination for Good
            Reason (as defined by Section 3.3 herein).

     3.3   Definition  of  Good Reason.  "Good  Reason"  means,
without the Executive's express written consent, the occurrence
after a Change in Control 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
            Employer,   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  promptly  after
            Employer's 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 ML&P and also by a  number
            of   such  directors  who  comprised  at  least   a
            majority of the Board of ML&P 90 days prior to  the
            Change In Control);

          b.  Employer 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 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 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 similar
            compensatory arrangements in which the Executive participated
            as of the 180th day preceding the Change in Control (unless
            such failure to continue the plan, policy, practice or
            arrangement pertains generally to all plan participants) or the
            failure 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; provided,
            however, that this Section 3.3.d shall not apply in the case of
            a Change in Control described in Section 2.1.e (6) if:
            (a) Executive's employer thereafter is ML&P or a wholly owned
            Subsidiary thereof (or, if the Executive is Vice President
            Retail Property of ML&P, such employer is KCA and ML&P remains
            the sole general partner of KCA), or a Successor Employer that
            has in accordance with Section 8.1 expressly assumed this
            Agreement; (b) a failure to continue the plan, policy, practice
            or arrangement or Executive's participation therein pertains
            generally to all participants employed by such employer; and
            (c)  the aggregate annualized value to Executive of benefits
            provided under all of such employer's incentive compensation
            plans, other employee benefit or retirement plans, policies,
            practices, or similar compensatory arrangements (excluding any
            costs incurred in connection with this Agreement) is at least
            90% of the value to Executive of benefits so provided by ML&P
            and its Subsidiaries for the last Year ended prior to the
            Change in Control.

          e.   The failure of ML&P to obtain an agreement from any
            Successor Employer (as contemplated by Article VIII) to assume
            this Agreement and to perform ML&P's obligations to Executive
            hereunder.

          f.   A material breach of obligations to Executive under this
            Agreement by ML&P, or by a Successor Employer that has assumed
            this Agreement, if such breach has not been cured to the
            reasonable satisfaction of Executive within thirty (30) days
            following delivery of written notice thereof by Executive to
            the breaching party.

     3.4  Description of Severance Benefits.  In the event that
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 2.00 times the Executive's annual rate
            of Base Salary in effect upon the Effective Date of Termination
            (or, if greater, 2.00 times the Executive's annual rate of Base
            Salary in effect ninety (90) days prior to the Change in
            Control); and

          b.   A payout under the ML&P Annual Incentive Plan, or any
            similar plan Employer maintains, or is obligated by Section
            3.3.d to provide, 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 two (2) 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, Employer 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 two (2) 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 (or,
            if Executive so elects, with any Successor Employer) 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, Employer 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  twenty-four  (24)  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
twenty-four (24).

     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"),
Supplemental   Executive   Retirement   Plan,   and   Executive
Supplemental  Insurance  Plan/Executive  Deferred  Compensation
Plan  (collectively,  "Plans"), under the  terms  thereof  that
existed  ninety (90) days prior to the Change in  Control,  had
the   Executive  continued  in  the  employ  of  ML&P  and  its
Subsidiaries  for  two  (2)  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 two (2)
            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.

            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
     was  required  with respect to 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  Employer.    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 Employer,  to  receive  standard
outplacement  services  as selected by  the  Executive,  for  a
period of up to twenty-four (24) 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 in effect ninety (90) days prior  to
the Change in Control.

     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'  or
any  Successor Employer's 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 Employer for Just Cause.  For this purpose,  Just
Cause  shall  mean willful, malicious conduct by the  Executive
which  is  detrimental  to  the  best  interests  of  Employer,
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 Employer.  Just  Cause  also  shall
include  a  material  breach by the Executive  of  any  of  his
covenants  under this Agreement, if such breach  has  not  been
cured  to the reasonable satisfaction of Employer within thirty
(30)  days following written notice thereof by Employer to  the
Executive.

ARTICLE V.  FORM AND TIMING OF SEVERANCE BENEFITS.

      5.1        Form  and  Timing of Severance Benefits.   The
Severance Benefits described in Sections 3.4.a, 3.4.b  and  3.8
herein shall be paid 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 to the Executive immediately upon  the
Executive's Effective Date of Termination and shall continue to
be   provided  for  two  (2)  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  two
(2)  year  period  immediately  upon  the  Executive  receiving
substantially similar benefits from a subsequent  employer,  as
determined by the Committee.

      5.2        Withholding of Taxes.  Employer 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,
Employer  (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  Employer 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 Employer 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  such  Employer, at Employer's expense,  shall  obtain  the
opinion   of  such  Employer'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 Employer within ten (10) calendar days of  receipt
of  the  opinion, or if the Executive fails to so  notify  such
Employer, as may be reasonably determined by it.

          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  and  any  Successor
Employer'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 or a Successor Employer, 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 or any Successor Employer any obligation to retain
the  Executive  as  an employee, to change the  status  of  the
Executive's  employment, or to change  such  entity's  policies
regarding termination of employment.

ARTICLE VIII.  SUCCESSORS.

     8.1  Successors.

          a.         This Agreement shall be binding upon ML&P,
          any   Successor  Employer  that  has   assumed   this
          Agreement,   and  their  respective  successors   and
          assigns.   ML&P shall require any Successor  Employer
          to   expressly  assume  and  agree  to  perform  this
          Agreement  and  all of ML&P's obligations  hereunder.
          Failure  of  ML&P  to  obtain  such  assumption   and
          agreement prior to the effectiveness of any Change in
          Control  that  results in a transfer  of  Executive's
          employment  to a Successor Employer shall  constitute
          Good  Reason for voluntary termination of  employment
          by  Executive,  pursuant  to  Sections  3.2  and  3.3
          hereof.
          b.         If  in  connection with and prior  to  the
          effectiveness  of  a  Change in Control  a  Successor
          Employer  has  assumed this Agreement  in  accordance
          with  Section  8.1.a, then following such  Change  in
          Control  neither ML&P, nor any successor to  it  that
          does  not directly or indirectly control and  is  not
          directly or indirectly controlled by or under  common
          control with, such Successor Employer, shall have any
          further  liability  or  obligation  hereunder.    For
          purposes  of  the  foregoing and  the  definition  of
          "Successor   Employer"  in  Section  2.1,   "control"
          (including the terms controlling, controlled  by  and
          under common control with) shall have the meaning set
          forth  in Rule 405 under the Securities Act  of  1933
          (17 CFR 230.405).

          c.         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 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.  The Executive may make or  change
such designation at any time.

ARTICLE IX.  ADMINISTRATION.

     9.1   Administration.   The Compensation  Committee  shall
administer this Agreement.  The Committee is authorized,  prior
to  occurrence  of  a  Change in Control,   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 (or, if applicable, any Successor
Employer  that  has  assumed  the  Agreement)  shall  pay   all
reasonable  legal fees, costs of litigation and other  expenses
incurred  in  good faith by the Executive as a  result  of  its
refusal to provide the Severance Benefits which it is obligated
to provide to Executive under this Agreement, or as a result of
ML&P  or  such  Successor  Employer  contesting  the  validity,
enforceability  or  interpretation of the Agreement;  provided,
however,  that  such  payments  shall  not  exceed  the  amount
permitted by law.

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

                            MAUI LAND & PINEAPPLE COMPANY, INC.
                            
                            
                            By        /S/ GARY L. GIFFORD
                                  Its President
                            
                            
                                   /S/ SCOTT A. CROCKFORD
                            Scott A. Crockford, "Executive"
                            
ATTEST:

/S/ J. SUSAN CORLEY