AMENDED AND RESTATED
                               
              MAUI LAND & PINEAPPLE COMPANY, INC.
                               
        EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT
                               
         (President/CEO and Executive Vice Presidents)
                               
     Gary L. Gifford, President & Chief Executive Officer
                               
ARTICLE I.     ESTABLISHMENT AND PURPOSE.

     1.1   Effective Date.  This Amended and Restated Executive
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  Gary  L.
Gifford  ("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 thirty-six (36) 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.     "Severance  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.

          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 thirty-six  (36)  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 thirty-six (36)  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 (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 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 2.99 times the  Executive's
     annual  rate  of Base Salary in effect upon the  Effective
     Date  of  Termination  (or, if  greater,  2.99  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 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,  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 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 (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  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"),
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  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.

          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 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 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  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.  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/ ADELE H. SUMIDA
                                  Its Secretary
                            
                            
                            /S/ GARY L. GIFFORD
                            Gary L. Gifford, "Executive"
                            
ATTEST:

/S/ J. SUSAN CORLEY